As filed with the Securities and Exchange Commission on March 12, 2008
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 20-F
(Mark One)
 
oREGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 
OR
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
For the fiscal year ended December 31, 2008
 
OR
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
OR
 
o
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report _____________
 
 Date of event requiring this shell company report _____________
For the transition period from _____________ to _____________
 
Commission file number 001-11960
 
ASTRAZENECA PLC
(Exact name of Registrant as specified in its charter)
 
England
(Jurisdiction of incorporation or organization)
 
15 Stanhope Gate, London W1K 1LN
(Address of principal executive offices)
Adrian Kemp
AstraZeneca PLC
15 Stanhope Gate, London W1K 1LN
Telephone: +44 20 7304 5103
(Name, Telephone and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Name of each exchange on which registered
American Depositary Shares, each representing one Ordinary Share of 25¢ each
 The New York Stock Exchange
Ordinary Shares of 25¢ each
 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 12, 200817, 2009 was:
 
Ordinary Shares of 25¢ each: 1,457,014,1561,447,644,517
Redeemable Preference Shares of £1 each: 50,000
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
 
x  YesYes  o No
 

 
If 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.
 
o Yes  x No
 
Note — 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.
 
x YesYes  o No
 
Indicate 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 filer x
Accelerated filer o
Non-accelerated filer o
 
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP o
International Financial Reporting Standards as issued by the International Accounting Standards Board x
Other o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
 
o Item 17  xo Item 18
 
If 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).
 
o Yes  x No
 
(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.
 
o Yes  o No

Pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as amended, the information for the 20072008 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 2007”2008” included as exhibit 15.1 to this Form 20-F dated and submitted on March 12, 2008.17, 2009.
 
References below to major headings include all information under such major headings, including subheadings, unless such reference is part of a reference to a subheading, in which case such reference includes only the information contained under such subheading.  Graphs and tabular data are not included unless specifically identified below.  Photographs are also not included.
 
In addition to the information set out below, the information set forth under the headings “Cautionary statement regarding forward-looking statements”, “Inclusion of reported, constant exchange rate and core financial measures”, “Statements of competitive position, growth rates and sales”, “AstraZeneca websites” and “External/third party websites” on the inside front cover, the information set forth under the headingspage 1, “Trade marks”, “Use of terms”, and “Statements of dates”, “Statements of competitive position”, “Statements of growth rates, sales and market data” and “AstraZeneca websites” on the inside back cover, “Definitions and the informationInterpretation” on page 196, “Cross-Reference to Form 20-F” on page 198 and “Glossary” on pages 202199 to 204,200, in each case of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
 
PART I1
 
ITEM 1 - IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
 
Not applicable.
 
ITEM 2 - OFFER STATISTICS AND EXPECTED TIMETABLE
 
Not applicable.
 
ITEM 3 - KEY INFORMATION
 
A. Selected Financial Data
 
The information (including graphs and tabular data) set forth under the headings “Financial“AstraZeneca and our Year in Brief—Financial Highlights” on pagespage 2, and 3,“Directors’ Report—Reporting our Performance – Financial” on page 15, “Financial Statements—Notes to the Financial Statements—Note 30—20—Share Capital of Parent Company” (including tabular data) on page 176, “Financial Statements—Group129, “Group Financial Record” (including tabular data) on page 184172 and the first table that appears under “Additional Information—Shareholder Information” on page 186,190, in each case of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.  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.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.
The following tables show certain information regarding the exchange rate for pounds sterling, for the periods and dates indicated through February 28, 2009, based on the Noon Buying Rate certified by the New York Federal Reserve Bank (the “Noon Buying Rate”) for customs purposes for pounds sterling expressed in US dollars per £1.00, and, for the periods and dates indicated from March 1, 2009 to March 6, 2009 and for the yearly average data for 2009, based on the Bloomberg Foreign Exchange Fixings Rate (the “BFIX Rate”) at noon expressed in US dollars per £1.00, unless otherwise specified.
The noon exchange rate, based on the BFIX Rate, as at March 6, 2009, the latest practicable date for which exchange rate data was available, was £1.00 = $1.41.
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March 2009 (to March 6)
  
February 2009
  
January 2009
  
December 2008
  
November 2008
  
October 2008
  
September 2008
 
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 
Monthly Average (through March 6, 2009)(1)
  1.41   1.44   1.45   1.49   1.53   1.69   1.80 

  
2009 (to
March 6)
  
2008
  
2007
  
2006
  
2005
  
2004
 
Yearly Average(2)
  1.44   1.84   2.01   1.86   1.81   1.84 
(1)           Average of the Noon Buying Rate (or the BFIX Rate, in the case of March, 2009), on the last available date of publication within the relevant month.
(2)           Average of the Noon Buying Rate on the last day of each full month during the period (or, in the case of 2009, the BFIX Rate on the last available date of publication within the relevant month).

 
B. Capitalization and Indebtedness
 
Not applicable.
 
C. Reason for the Offer and Use of Proceeds
 
Not applicable.
 
D. Risk Factors
 
The information set forth or referenced under the heading “Additional Information—Risk”“Directors’ Report—Risk—Principal Risks and Uncertainties” on pages 19376 to 19982 of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
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ITEM 4 - INFORMATION ON THE COMPANY
 
A. History and Development of the Company
 
The information (including tabular data) set forth under the headings “Additional Information—Corporate Information—History and Development of the Company” on page 200,197, “Directors’ Report—Our Resources, Skills and Capabilities—Our Resources” and “—Supply and Manufacturing—Supply capability”Manufacturing” on page 34,pages 18 (third paragraph only) and 27 respectively, “Directors’ Report—Financial Review—Financial Position, Includingincluding Cash 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” on pages 81 to 83, “Directors’ Report—Financial Review—Acquisition of MedImmune”, on pages 83 and 84,page 41, “Financial Statements—Notes to the Financial Statements—Note 8—7—Property, Plant and Equipment” on pages 131114 and 132115 and “Financial Statements—Notes to the Financial Statements—Note 24—22—Acquisitions of Business Operations” on pages 145130 to 148,133, in each case of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
B. Business Overview
 
The information set forth under the heading “AstraZeneca and our Year in Brief” on page 1, the information (including graphs and tabular data) set forth under the headings “AstraZeneca and our Year in Brief” on pages 2 to 3, “Directors’ Report” on pages 8 to 76,30 (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 5—Segment Information” and “—Note 6—SegmentProduct Revenue Information” on pages 128111 to 129, “Financial Statements—Notes to the Financial Statements—Note 7—Product Sales Information” on page 130113, and “Statements of competitive position”position, growth rates and sales” on the inside back cover,page 1, in each case of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
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FDA Approves Symbicort for COPD
On March 2, 2009, the Company announced that the U.S. Food and Drug Administration (FDA) has approved SYMBICORT (budesonide/formoterol fumarate dihydrate) 160/4.5 mcg for the twice daily maintenance treatment of airflow obstruction in patients with chronic obstructive pulmonary disease (COPD), including chronic bronchitis and emphysema.
The FDA approval is based on results from two pivotal clinical trials, SHINE (6-month) and SUN (12-month), which found SYMBICORT improved lung function within five minutes of the first dose and sustained that lung function improvement for the duration of the studies. SYMBICORT pMDI (pressurized metered-dose inhaler) has been available in the U.S. since June, 2007 for the long-term maintenance treatment of asthma in patients 12 years of age and older.
Seroquel XR – FDA Complete Response Letter and Psychopharmacologic Drugs Advisory Committee
On February 27, 2009, the Company announced that it had received a Complete Response Letter (CRL) from the FDA 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 the proposed labelling revisions.  
On February 25, 2009, the Company announced that it had been advised by the FDA that the FDA Psychopharmacologic Drugs Advisory Committee (PDAC) is tentatively scheduled to meet on April 8, 2009, to discuss the safety and efficacy of sNDAs for SEROQUEL XR proposed for the treatment of major depressive disorder (MDD) and GAD.
Partnership with MAP Pharmaceuticals – Unit Dose Budesonide
On February 23, 2009, MAP Pharmaceuticals, Inc. announced that its 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.
The Company and MAP Pharmaceuticals announced, in December, 2008, an exclusive worldwide agreement to develop and commercialise UDB, MAP Pharmaceuticals’ proprietary nebulised formulation of budesonide. This agreement is subject to review in the United States under the U.S. Hart-Scott-Rodino Act and becomes effective after the waiting period has ended.  The Company intends to work with MAP Pharmaceuticals to conduct further analyses of these data to determine appropriate next steps for the programme.
Primary Endpoint for PN 400 Phase III Clinical Programmes
On January 29, 2009, the Company announced that its HORIZON III Phase II/III head-to-head study of RECENTIN (cediranib, AZD2171) with chemotherapy versus bevacizumab (Avastin) with chemotherapy in patients with first line metastatic colorectal cancer (CRC) will be progressing directly intoco-development partner for the investigational 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 at 20mg. Patients will also continue to be recruited at 20mg intoclinical programmes.  In October, the first line CRC HORIZON II study of RECENTIN with chemotherapy versus chemotherapy alone.
The HORIZON Independent Data Monitoring Committee (IDMC) conducted a planned end of Phase II (EOP II) review of efficacy and tolerability data from HORIZON I, HORIZON II and HORIZON III. Data from HORIZON I, in second line colorectal cancer, would not by itself have contributed to a positive EOP II decision. However, when combined with a review of data from HORIZON II and III by the IDMC, the IDMC confirmed the HORIZON programme in 1st line CRC could continue and HORIZON II and IIIFDA had met pre-defined EOP II criteria.
AstraZeneca also announced that they were conducting an internal review on the National Cancer Instituteacceptability of Canada Clinical Trials Group (NCIC-CTG) has informed AstraZeneca that the BR24 Phase II/III study of RECENTIN at 30mggastric ulcers as a primary endpoint in first line non-small cell lung cancer (NSCLC) will not continue into Phase III following the planned end of Phase II efficacy and tolerability analysis by the study’s Data Safety Monitoring Committee. Although evidence of clinical activity was seen, there appeared to be an imbalance in toxicity and therefore the study was considered not to have met the pre-defined criteria for automatic continuation into Phase III.
AstraZeneca is working in close collaboration with the NCIC-CTG to understand the BR24 data further.
In addition to colorectal and non-small cell lung cancer, the RECENTIN development programme includes trials in recurrent glioblastoma and a number of signal search studies in other tumours.studies.
 
C. Organizational Structure
 
The information set forth under the headings “Directors’ Report—Corporate GovernanceOther Matters—Other Company Disclosures and Managing Risk—Corporate Governance:  Other Matters—Information—Subsidiaries and principal activities” on page 4594 and “Financial Statements—Principal Subsidiaries” on page 177,164, in each case of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
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D. Property, Plants and Equipment
 
The information (including tabular data) set forth under the headings “Directors’ Report—Research and Development—Our Resources, SkillsResources” on pages 17 and Capabilities—Main Facilities” on page 37,18, “Directors’ Report—Financial Review—Financial Position,
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including Cash Flow and Liquidity – 2008 —Property, plant and equipment” and “—Financial Position, including Cash Flow and Liquidity—Liquidity – 2007—Property, plant and equipment”, on page 81, “Additional Information—pages 35 and 40, respectively, “Directors’ Report—Risk—Principal Risks and Uncertainties—Industry/Economic Environment Risks—Environmental/occupational occupational/health and safety liabilities” on page 196,79, “Financial Statements—Notes to the Financial Statements—Note 27—25—Commitments and contingent liabilities—Environmental costs and liabilities” on pages 160146 to 161147 and “Financial Statements—Notes to the Financial Statements—Note 8—7—Property, Plant and Equipment” on pages 131114 to 132,115, in each case of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
ITEM 4A - UNRESOLVED STAFF COMMENTS
 
Not applicable.
 
ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 
The information (including graphs and tabular data) set forth under the headings “Directors’ Report—Geographical Review—North America—US—Medicare Part D prescription drug benefit”World Pharmaceutical Markets” (comprising first table only) on page 70,9, “Directors’ Report—Our Resources, Skills and Capabilities—Sales and Marketing—Price regulation”Financial Review” on pages 31 to 32,47, “Directors Report—Geographical Review” on pages 6948 to 72,52, “Directors’ Report—Therapy Area Review—Sales by Therapy Area” (comprising final tabular data only) on page 53, “Directors’ Report—Therapy Area Review—Our Financial Review”Performance” (comprising tabular data only) on pages 77 to 96,55, 58, 60, 62, 65 and 68, “Directors’ Report—Our 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” on pages 23 to 26,17-21, “Financial Statements—Notes to the Financial Statements—Note 15—14—Interest Bearing Loans and Borrowings” on page 135,119, “Financial Statements—Notes to the Financial Statements—Note 16—Financial Risk Management Objectives and Policies”Instruments” on pages 136122 to 137,126, “Financial Statements—Notes to the Financial Statements—Note 17—Financial Instruments” on pages 138 to 141, “Financial Statements—Notes to the Financial Statements—Note 21—Reserves—Nature19—Capital and purpose of otherReserves—Other reserves” on page 145128 and “Financial Statements—Notes to the Financial Statements—Note 27—25—Commitments and Contingent Liabilities” on pages 158144 to 174,162, in each case of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
On February 28, 2008, the Company announced that, under the provisions of the agreements relating to the restructuring of the AstraZeneca and Merck & Co. joint venture in the United States, AstraZeneca has been informed that Merck has elected not to exercise the First Option related to the relinquishment of Merck’s rights over the products not covered by the Partial Retirement, other than Nexium and Prilosec. As a result of this decision, contingent payments will continue on the products Atacand, Lexxel, Plendil and Entocort until at least 2010, at which time AstraZeneca may exercise this option at the 2008 Appraised Value of approximately $650 million. The Appraised Value also includes rights to certain products that are still in clinical development (AZD6140, AZD3355, AZD0328 and AZD2327). AstraZeneca made contingent payments in respect of the products included in the First Option of $69 million in 2007.
Other aspects of the scheduled termination arrangements will proceed as follows:
·The Partial Retirement of Merck’s limited partnership interest, under which Merck’s rights in respect of certain products will end. The products covered by the Partial Retirement include Toprol-XL, Pulmicort, Rhinocort and Symbicort. AstraZeneca made contingent payments in respect of these products amounting to $182 million in 2007. AstraZeneca will pay Merck approximately $4.27 billion in respect of the Partial Retirement.
·A true-up of the Advance Payment, which was triggered at the time of the merger between Astra and Zeneca, under which Merck relinquished all rights, including contingent payment on future sales, to potential Astra products with no existing or pending US patents at the time of the merger, amounting to a payment by Merck to AstraZeneca of approximately $0.24 billion, inclusive of interest.
·Settlement of the loan note receivable by AstraZeneca from Merck, in the amount of $1.4 billion inclusive of accrued interest.
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The combined effects of these three items will be a net cash outflow from AstraZeneca to Merck of approximately $2.63 billion upon settlement during the first quarter 2008.
Further details on the accounting treatment of these events from the Company’s perspective will be provided in conjunction with the Q1 2008 earnings announcement on April 24, 2008.
ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 
A. Directors and Senior Management
 
The information set forth under the headings “Directors’ Report — Report—Business Organisation and Corporate Governance—Board of Directors at 31 December 2007”2008” on pages 1884 and 1985, “—Chief Executive Officer, Delegation of Authority and Senior Executive Team—Senior Executive Team” on page 86 and “Remuneration Report—Directors’ Remuneration report—Executive Directors’ and Senior Executive Team’s Remuneration and Terms of Employment—Report—Variable Remuneration—Policy on external appointments and retention of fees” on page 105,181, in each case of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
On February 18, 2008,27, 2009, the Company announced that Håkan Mogren, Non-Executive Deputy Chairman, will retire from the appointment of Jean-Philippe Courtois to theCompany’s Board of Directors as a Non-Executive Director with immediate effect. Jean-Philippe Courtois, age 47, is Presidentat the close of Microsoft International and a Senior Vice-President of Microsoft Corporation, having joined Microsoft in 1984.  He has previously served as Chief Executive Officer and President of Microsoft Europe, Middle East and Africa.the Company’s AGM on April 30, 2009.
 
B. Compensation
 
The information (including graphs and tabular data) set forth under the headings “Remuneration Report—Directors’ Remuneration Report” on pages 98174 to 114,188, “Financial Statements—Notes to the Financial Statements—Note 25—23—Post-Retirement Benefits” on pages 148 to 153, “Financial Statements—Notes to the Financial Statements—, “—Note 26—24—Employee Costs and Share Option Plans for Employees” on pages 153 to 158 and “Financial Statements—Notes to the Financial Statements—“—Note 29—27—Statutory and Other Information—Key management personnel compensation”, on page 175,pages 133 to 138, 138 to 143, and 163, respectively, in each case of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
C. Board Practices
 
The information set forth under the headings “Directors’ Report—Business Organisation—Organisation and Corporate Governance—Board of Directors at 31 December 2007”2008” and “—Chief Executive Officer, Delegation of Authority
4
and Senior Executive Team—Senior Executive Team”, on pages 1884 to 19, “Directors’ Report—Corporate Governance and Managing Risk—Corporate Governance: 86, “—Operation of the Board of Directors” and “—Corporate Governance and Managing Risk—Corporate Governance:  Operation of Board Committees” on pages 3887 to 42,91, “—Corporate Governance and Managing Risk—Corporate Governance: Principal UK and US Governance Requirements—The US Sarbanes-Oxley Act of 2002”UK Corporate Governance Requirements” and “—The New York Stock Exchange” eachUS Corporate Governance Requirements” on page 43, “Business Report—Business Organisation—Chief Executive Officer and Delegation of Authority” and “—Senior Executive Team” each on page 20,pages 91 to 93, and “Directors’ Remuneration Report—Executive Director’sDirectors’ and Senior Executive Team’s Remuneration and Terms of Employment—Details of Executive Directors’ service contractsService Contracts at 31 December 2007”2008” (consisting of tabular data), “—Service contracts” and “—Non-Executive Directors”, each on page 105,181, in each case of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
D. Employees
 
The information set forth under the headings “Directors’ Report—Our Resources, Skills and Capabilities—People—People” (comprising the graphical data and first paragraph only) on page 28, “—Communication and dialogue” and “—Employee relations”, eachDialogue” on page 36pages 28 to 29 and “Financial Statements—Notes to the Financial Statements—Note 26—24—Employee Costs and Share Option Plans for Employees” (including the tabular data) on pages 153138 to 158,143, in each case of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
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E. Share Ownership
 
The information (including graphs and tabular data) set forth under the headings “Financial Statements—Notes to the Financial Statements—Note 26—24—Employee Costs and Share Option Plans for Employees” on pages 153138 to 158,143, “Remuneration Report—Directors’ Remuneration Report—Variable Remuneration” (including tabular data) on pages 102 to 105, “Remuneration Report—Directors’ Remuneration Report—Directors’Report —Directors’ Interests in Shares” on pages 110185 to 112, “Remuneration Report—Directors’ Remuneration Report—Share Options” on page 113, “—Directors’ Remuneration Report—Gains by Directors on Exercise of Share Options” on page 114,188, and “Additional Information—Shareholder Information—Major Shareholdings—Title of class” and “—Shareholder Information—Options to Purchase Securities from Registrant or Subsidiaries” (consisting of tabular data and related text), both on page 188,192, in each case of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 
A. Major Shareholders
 
The information set forth under the heading “Additional Information—Shareholder Information—Major Shareholdings” on pages 187191 to 188192 of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
B. Related Party Transactions
 
The information set forth under the headings “Financial Statements—Notes to the Financial Statements—Note 29—27—Statutory and Other Information—Related party transactions”Party Transactions” on page 175163 and “Additional Information—Shareholder Information—Related Party Transactions” on page 188,192, in each case of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
C. Interests of Experts and Counsel
 
Not applicable.
 
ITEM 8 - FINANCIAL INFORMATION
 
A. Consolidated Statements and Other Financial Information
 
The information (including graphs and tabular data) set forth under the headings “Directors’ Report—Financial Review—Capitalisation and Shareholder Return—Dividend and share re-purchases”Share Re-Purchases” on page 84,37, “Directors’ Report—Business Organisation and Corporate Governance and Managing Risk—Corporate Governance: Governance—Other Matters—ReturnsDistributions to shareholders” on pages 45 to 46,page 95, “Financial Statements” on pages 118100 to 176163 (including the information set forth under the subheading “Notes to
5
the Financial Statements”), “Financial Statements—Principal Subsidiaries” on page 177, “Financial Statements—Group164, “Group Financial Record” on page 184,172, and “Additional Information—Shareholder Information” on pages 186190 to 192,195, in each case of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
B.  Significant Changes
 
Since the publicationdate of the Company’s Annual Report and Form 20-F Information 2007, the Company has become aware of certain developments with respect to currently pending litigation involving the Company and/or its affiliates, as describedannual consolidated financial statements included in more detail below.
Average Wholesale Price Class Action Litigation
A verdict was reached in February, 2008 in the Montgomery County Circuit Court awarding $40 million in compensatory damages and $175 million in punitive damages for alleged false and misleading reporting of prices for drugs reimbursed by the Alabama State Medicaid Agency in the US.
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The Company was among 73 pharmaceutical manufacturers named in a lawsuit filed in 2005 by the Alabama Attorney General, alleging that misleading and false reported prices had caused Alabama Medicaid to reimburse pharmacists too much money on prescriptions filed for Medicaid patients.
The Company considers the lawsuit to be legally and factually unfounded, and believes that serious errors occurred during the proceedings and that the verdict should not be upheld.  The Company believes that it has fully complied with the law, government guidelines and contracts that govern Medicaid pricing.
The Company announced on February 22, 2008 that it intends to seek reconsideration or reversal of the verdict through appeal, in which it is confident that it will prevail and so no provision has been made for these awards.
The information set forth under the heading “Financial Statements—Notes to the Financial Statements—Commitments and Contingent Liabilities—Average Wholesale Price Class Action Litigation” at page 171 of the Company’s “Annual Report and Form 20-F Information 2007” included as exhibit 15.1 to this Form 20-F dated March 12, 2008 is incorporated by reference.17, 2009, no significant change has occurred, except as otherwise disclosed herein.
 
Patent Litigation (Seroquel)

On March 12, 2008, the Company announced that a trial date has been set for patent litigation in the US District Court for the District of New Jersey against Teva Pharmaceutical Industries Ltd. (‘Teva’) and Sandoz, Inc. (‘Sandoz’) alleging infringement of AstraZeneca’s patent as a result of Teva’s and Sandoz’s filings of Abbreviated New Drug Applications (‘ANDAs’). The ANDAs seek approval to market generic versions of Seroquel (quetiapine fumarate tablets) in the US before Seroquel’s patent expires in 2011.  The US District Court for the District of New Jersey has set a date for trial beginning on 11 August 2008.

The information set forth under the heading “Financial Statements—Notes to the Financial Statements—Commitments and Contingent Liabilities—Seroquel (quetiapine fumarate)—Patent Litigation” at pages 168 and 169 of the Company’s “Annual Report and Form 20-F Information 2007” included as exhibit 15.1 to this Form 20-F dated March 12, 2008 is incorporated by reference.
ITEM 9 - THE OFFER AND LISTING
 
A. Offer and Listing Details
 
The information (including graphs and tabular data) set forth under the heading “Additional Information—Shareholder Information” on page 186190 of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
In addition, the table below sets forth, for the periods indicated, the reported high and low share prices of AstraZeneca PLC, on the following bases:
 
·for shares listed on the London Stock Exchange (‘LSE’)(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’)(SSE) the high and low closing sales prices are as stated in the Official List;
 
·for American Depositary Shares (‘ADS’)(ADS) listed on the New York Stock Exchange the reported high and low sales are as reported by Dow Jones (ADR quotations).
 
 AstraZeneca  AstraZeneca 
 
Ordinary LSE
  
ADS
  
Ordinary SSE(1)
  
Ordinary LSE
  
ADS
  
Ordinary SSE(1)
 
 High  Low  High  Low  High  Low  High  Low  High  Low  High  Low 
 
(GB pence)
  
(GB pence)
  
(US$)
  
(US$)
  
(SEK)
  
(SEK)
  
(GB pence)
  
(GB pence)
  
(US$)
  
(US$)
  
(SEK)
  
(SEK)
 
                  
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 2,606  2,090  52.97  42.21  343.5  271.0  2,589  2,093  52.47  42.82  343.5  272.0 
2007 – Quarter 3 2,793  2,200  56.60  44.62  379.5  310.5  2,770  2,278  56.16  45.56  374.5  315.0 
2007 2,991
 
 2,090  59.47  42.21  415.5  271.0 
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  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  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  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 

(1)Principally held in bearer form.
 
6
B. Plan of Distribution
 
Not applicable.
 
6
C. Markets
 
The information set forth under the heading “Additional Information—Shareholder Information” on page 186190 of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
D. Selling Shareholders
 
Not applicable.
 
E. Dilution
 
Not applicable.
 
F. Expenses of the Issue
 
Not applicable.
 
ITEM 10 - ADDITIONAL INFORMATION
 
A. Share Capital
 
Not applicable.
 
B. Memorandum and Articles of Association
 
The information set forth under the heading “Additional Information—Corporate Information—Memorandum and Articles of Association” on page 200197 of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
C. Material Contracts
 
Not applicable.
 
D. Exchange Controls
 
The information set forth under the headings “Additional Information—Shareholder Information—Exchange Controls and Other Limitations Affecting Security Holders” on page 190194 of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
E. Taxation
 
The information set forth under the headings “Additional Information—Shareholder Information—Taxation for US Residents”, “—UK and US Income Taxation of Dividends”, “—Taxation on Capital Gains”, “—Passive Foreign Investment Company Rules”, “—UK Inheritance Tax” and “—UK Stamp Duty Reserve Tax and Stamp Duty” on pages 189193 to 190194 of the Company’s “Annual���Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
F. Dividends and Paying Agents
 
Not applicable.
 
7
G. Statement by Experts
 
Not applicable.
 
7
H. Documents on Display
 
The information set forth under the heading “Additional Information—Shareholder Information—Documents on Display” on page 189193 of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
In addition, we file reports and other information with the United States Securities and Exchange Commission (the “SEC”).  You can read and copy these reports and other information at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  You can call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room.  The SEC also maintains a website at www.sec.gov which contains in electronic form each of the reports and other information that we have filed electronically with the SEC.
 
I. Subsidiary Information
 
Not applicable.
 
ITEM 11 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
The information (including graphs and tabular data) set forth under the headings “Directors’ Report—Financial Review—Financial Risk Management Policies”Management” on pages 8541 to 86, “—42, and “Financial Statements—Note 15—Financial Review—CapitalisationRisk Management Objectives and Shareholder Return—Sensitivity analysis—31 December 2007”Policies” and “—Note 16—Financial Review—Capitalisation and Shareholder Return—Instruments—Sensitivity analysis—31 December 2006”, bothAnalysis” on page 85,pages 120 to 126, in each case of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
 
Not applicable.
 
PART II
 
ITEM 13 - DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
 
(a) There has been no material default in payment of principal, interest, a sinking or purchase fund installment, or any other material default with respect to any indebtedness of the Company or any of its significant subsidiaries.
 
(b) There have been no arrears in the payment of dividends on, and no material delinquency with respect to, any class of preferred stock of any significant subsidiary of the Company.
 
ITEM 14 - MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
 
Not applicable.
 
ITEM 15 - CONTROLS AND PROCEDURES
 
The information set forth under the heading “Directors’ Report—Business Organisation and Corporate Governance and Managing Risk—Corporate Governance: Governance—Operation of Board Committees—Audit Committee” on page 4190 (the last three paragraphs of the “Audit Committee” section only), “—Business Organisation and Corporate Governance: Governance—Principal UK and US Governance Requirements—Internal Controls, Risk Management and Turnbull Report Guidance”Requirements” on pages 4291 to 4392 (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 116,98, in each case of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
8
 
Management’s Annual Report on Internal Control over Financial Reporting
 
As required by US regulations, management is responsible for establishing and maintaining adequate internal control over financial reporting for the company, and is required to identify the framework used to evaluate the effectiveness of the Company’s internal control over financial reporting and to assess the effectiveness of such internal control.  In this regard, management has made the same assessment and reached the same conclusion as that set forth in the section entitled “Financial Statements—Director’s Responsibilities for, and Report on, Internal Control over Financial Reporting” on page 11698 of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 2008,17, 2009, which is incorporated herein by reference.
 
Report of Independent Registered Public Accounting Firm
 
The Board of Directors and Members
AstraZeneca PLC:
 
We have audited AstraZeneca PLC’s (“AstraZeneca”) internal control over financial reporting as of 31 December 31, 2007,2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  AstraZeneca’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, AstraZeneca maintained, in all material respects, effective internal control over financial reporting as of 31 December 31, 2007,2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of AstraZeneca as of 31 December 31,2008, 2007 2006 and 2005,2006, and the related consolidated income statements, consolidated statements of recognized income and expense, and consolidated cash flow statements for each of the years in the three-year period ended 31 December 31, 2007,2008, and our report dated 29 January 31, 20082009 expressed an unqualified opinion on those consolidated financial statements.
 
9

KPMG Audit Plc
Chartered Accountants
8 Salisbury Square
London
EC4Y 8BB
29 January 31, 20082009

ITEM 16 – RESERVED
 
ITEM 16A – AUDIT COMMITTEE FINANCIAL EXPERT
 
The information set forth in the first paragraph under the heading “Directors’ Report—Business Organisation and Corporate Governance and Managing Risk—Corporate Governance: Governance—Operation of Board Committees—Audit Committee” on pages 3989 and 4090 and “—Board Committee Membership” (consisting of tabular data) aton page 41,88, in each case of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
ITEM 16B – CODE OF ETHICS
 
The information set forth under the heading “Directors’ Report—Business Organisation and Corporate Governance and Managing Risk—Corporate Governance: Governance—Principal UK and US Governance Requirements—Code of Conduct” on page 4493 of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
The AstraZeneca Code of Conduct and the Finance Code of Conduct areis available at www.astrazeneca.com.www.astrazeneca.com.
 
ITEM 16C – PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
The information (including tabular data) set forth under the heading “Financial Statements—Notes to the Financial Statements—Note 29—27—Statutory and Other Information” on page 175163 and “Directors’ Report—Business Organisation and Corporate Governance and Managing Risk—Corporate Governance: Governance—Operation of Board Committees—Audit Committee” on page 40,pages 89 and 90, in each case of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
ITEM 16D – EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
 
Not applicable.
 
ITEM 16E – PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
 
 
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
  0  £0   0  $4.17bn 
Month #2
Feb 1 - Feb 28
  7,058,572  £29.19   7,058,572  $3.76bn 
Month #3
Mar 1 - Mar 31
  14,058,731  £28.28   14,058,731  $2.99bn 
Month # 4
Apr 1 - Apr 30
  8,760,501  £27.86   8,760,501  $2.50bn 

 
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
  0   -   0   $1.00bn 
Month #2
Feb 1 - Feb 28
  0   -   0   $1.00bn 
Month #3
Mar 1 - Mar 31
  0   -   0   $1.00bn 
 
10
 
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 #5
May 1 - May 31
  4,950,000  £26.96   4,950,000  $2.23bn 
Month #6
Jun 1 - Jun 30
  4,204,000  £26.22   4,204,000  $2.01bn 
Month #7
Jul 1 - Jul 31
  5,715,137  £26.56   5,715,137  $1.70bn 
Month #8
Aug 1 - Aug 31
  9,419,812  £24.17   9,419,812  $1.24bn 
Month #9
Sep 1 - Sep 30
  7,446,255  £23.99   7,446,255  $0.88bn 
Month #10
Oct 1 - Oct 31
  5,303,369  £24.90   5,303,369  $0.60bn 
Month #11
Nov 1 - Nov 30
  9,575,000  £22.16   9,575,000  $0.16bn 
Month #12
Dec 1 - Dec 31
  3,436,000  £22.84   3,436,000  $0.00bn 
Total  79,927,377  £25.77   79,927,377  $0.00bn 
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 
Month # 4
Apr 1 - Apr 30
  0   -   0   $1.00bn 
Month #5
May 1 - May 31
  1,000,000   £20.95   1,000,000   $0.96bn 
Month #6
Jun 1 - Jun 30
  3,980,000   £21.21   3,980,000   $0.79bn 
Month #7
Jul 1 - Jul 31
  0   -   0   $0.79bn 
Month #8
Aug 1 - Aug 31
  3,265,640   £26.02   3,265,640   $0.63bn 
Month #9
Sep 1 - Sep 30
  5,153,042   £25.35   5,153,042   $0.40bn 
Month #10
Oct 1 - Oct 31
  199,258   £25.08   199,258   $0.39bn 
Month #11
Nov 1 - Nov 30
  0   -   0   $0.39bn 
Month #12
Dec 1 - Dec 31
  0   -   0   $0.39bn 
Total  13,597,940   £23.97   13,597,940   $0.39bn 
 
(1)           On February 1, 2007, the Company announced that the Board had targeted share repurchases (net of shares issued) of $4 billion for 2007.  On31 January 31, 2008, the Company announced that it expected to undertake share repurchases forin the full year amountedregion of $1 billion in 2008, subject to $4.17 billion.business needs.  On 30 October 2008, the Company announced that no further share repurchases would take place in 2008 in order to maintain the flexibility to invest in the business. The Company has announced that it does not plan to make any share repurchases in 2009.

ITEM 16F – CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G – CORPORATE GOVERNANCE
AstraZeneca PLC is a public limited company incorporated in England and Wales, listed on the London Stock Exchange and is subject to the authority of the Financial Services Authority in the UK.  As a result, it follows the UK Combined Code on Corporate Governance (the “Combined Code”) in respect of its corporate governance practices.  The Company has ADRs listed on the New York Stock Exchange (“NYSE”) and, under the NYSE Corporate Governance Standards (the “NYSE Standards”) applicable to listed companies, as a foreign private issuer, the Company is permitted to follow the corporate governance practice of its home country in lieu of certain provisions of the NYSE Standards.
A summary of the significant ways in which the Company’s corporate governance practices differ from those followed by US domestic companies under the NYSE Standards is set forth below.
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.
11
2.Under the NYSE Standards, the nominating/corporate governance committee and compensation committee are to be composed entirely of independent directors.
Under the Combined Code, a majority of the members of these committees should be independent directors.  Accordingly, a majority of the members of the Company’s Nomination and Governance Committee are independent directors.
The Company’s Remuneration Committee includes at least four members, including the chairman of the Company’s Board of Directors, with the remainder all being independent directors (under the Combined Code, a determination as to the independence of the chairman of the Company’s Board of Directors may be made only upon appointment as chairman).
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.
In compliance with the Combined Code, the Company’s Remuneration Committee determines the Company’s global remuneration frameworks and principles, approves individual salary decisions and related matters for members of the Company’s Board of Directors, SET and the Company Secretary, and reviews annual bonus payments for all executives reporting directly to SET members.  While the Remuneration Committee does not make initial recommendations to the Board of Directors in this respect, it does report to the Board of Directors on these matters.
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.

The information set forth in the final paragraph under the heading “Directors’ Report—Business Organisation and Corporate Governance—Principal UK and US Governance Requirements—US Corporate Governance Requirements” on page 93 and “—UK Corporate Governance Requirements” on pages 91 and 92, in each case of 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 is incorporated by reference.
12
 
PART III
 
ITEM 17 - FINANCIAL STATEMENTS
 
The Company has responded to Item 18 in lieu of this item.
 
ITEM 18 - FINANCIAL STATEMENTS
 
The information set forth in Exhibit 15.2 hereto “Report of Independent Registered Public Accounting 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 118100 to 176163 (including the information set forth under the subheading “Notes to the Financial Statements” on pages 124108 to 176)163) and “Principal Subsidiaries” on page 177,164, in each case of the Company’s “Annual Report and Form 20-F Information 2007”2008” included as exhibit 15.1 to this Form 20-F dated March 12, 200817, 2009 is incorporated by reference.
 
The information set out in the above-referenced financial statements does not constitute the company’s statutory accounts under the U.K. Companies Acts for the years ended December 31, 2008, 2007 2006 or 2005.2006.  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 20062007 and 20052006 have been delivered to the Registrarregistrar of Companiescompanies and those for 20072008 will be delivered in due course.
 
1113
 
ITEM 19 – EXHIBITS
 
1.1Memorandum and Articles of Association.(1)
4.1Master 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)
4.2Agreement for Service between AstraZeneca PLC and Simon Lowth, dated September 27, 2007.
(3)
4.3Agreement for Service between AstraZeneca PLC and John Patterson dated February 14, 2005 (effective as of January 1, 2005).(3)
(4)
4.4Agreement for Service between AstraZeneca PLC and David R. Brennan dated December 16, 2005 (effective as of January 1, 2006).(3)(4)
4.64.5Form of Deed of Indemnity for Directors.(4)
(5)
7.1Statement explaining calculation of ratio of earnings to fixed charges.
8.1List of subsidiaries.
12.1Certification of David R. Brennan filed pursuant to 17 CFR 240.13a-14(a).
12.2Certification of Simon Lowth filed pursuant to 17 CFR 240.13a-14(a).
13.1Certification of David R. Brennan and Simon Lowth furnished pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C. 1350.
15.1Annual Report and 20-F Information.(5)
(6)
15.2Report of Independent Registered Public Accounting Firm to the members of AstraZeneca PLC by KPMG Audit Plc.
15.3Consent of KPMG Audit Plc, independent registered public accounting firm.
15.4Consent of IMS Health.
15.5Consent of Bureau Veritas HS&E Ltd.


(1)
Incorporated into this Form 20-F by reference to AstraZeneca PLC’s Form 20-F filed March 21, 2005 (File
(1)   Incorporated into this Form 20-F by reference to AstraZeneca PLC’s Form 20-F filed March 21, 2005 (File No. 001-11960).
 
(2)
Incorporated into this Form 20-F by reference to AstraZeneca PLC’s Form 20-F filed March 25, 2003 (File
(2)   Incorporated into this Form 20-F by reference to AstraZeneca PLC’s Form 20-F filed March 25, 2003 (File No. 001-11960).
 
(3)
Incorporated into this Form 20-F by reference to AstraZeneca PLC’s Form 20-F filed March 12, 2008 (File
(3)   Incorporated into this Form 20-F by reference to AstraZeneca PLC’s Form 20-F filed March 23, 2006 (File No. 001-11960).
 
(4)
Incorporated into this Form 20-F by reference to AstraZeneca PLC’s Form 20-F filed March 23, 2006 (File
(4)   Incorporated into this Form 20-F by reference to AstraZeneca PLC’s Form 20-F filed March 27, 2007 (File No. 001-11960).
 
(5)   Certain of the information included within exhibit 15.1, which is provided pursuant to Rule 12b- 23(a) (3) of the Securities Exchange Act of 1934, as amended, is incorporated by reference in this Form 20- F, as specified elsewhere in this Form 20-F.  With the exception of the items and pages so specified, the Annual Report and Form 20-F Information is not deemed to be filed as part of this Annual Report on form 20-F.
(5)
Incorporated into this Form 20-F by reference to AstraZeneca PLC’s Form 20-F filed March 27, 2007 (File
No. 001-11960).
 
(6)
Certain of the information included within exhibit 15.1, which is provided pursuant to Rule 12b- 23(a) (3) of the Securities Exchange Act of 1934, as amended, is incorporated by reference in this Form 20-F, as specified elsewhere in this Form 20-F.  With the exception of the items and pages so specified, the Annual Report and Form 20-F Information is not deemed to be filed as part of this Annual Report on form 20-F.
 
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SIGNATURE
 
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
 
AstraZeneca PLC 
  
By:/s/ J W HoskinsA C N Kemp 
 Name:J W HoskinsA C N Kemp 
 Title:Authorised Signatory 
London, England
March 12, 200817, 2009

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