AstraZeneca Annual Report and Form 20-F Information 2011

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Shareholder InformationDocuments on displayThe Articles and other documents concerning the Company which are referred to in this Annual Report may be inspected at the Company’sregistered office at 2 Kingdom Street, London W2 6BD.Taxation for US residentsThe following summary of material UK and US federal income tax consequences of ownership of Ordinary Shares or ADRs held as capitalassets by the US resident holders described below is based on current UK and US federal income tax law, including the US/UK double taxationconvention relating to income and capital gains, which entered into force on 31 March 2003 (the Convention). This summary does not describeall of the tax consequences that may be relevant in light of the US resident holders’ particular circumstances and tax consequences applicableto US resident holders subject to special rules (such as certain financial institutions, entities treated as partnerships for US federal income taxpurposes, persons whose functional currency for US federal income tax purposes is not the US dollar, tax-exempt entities, or persons holdingOrdinary Shares or ADRs in connection with a trade or business conducted outside of the United States). US resident holders are urged toconsult their tax advisers regarding the UK and US federal income tax consequences of the ownership and disposition of Ordinary Shares orADRs in their particular circumstances.This summary is based in part on representations of JPMorgan as depositary for ADRs and assumes that each obligation in the depositagreement among the Company, JPMorgan and the holders from time to time of ADRs and any related agreements will be performed inaccordance with its terms. The US Treasury has expressed concerns that parties to whom American depository shares are released beforeshares are delivered to the depositary (pre-release), or intermediaries in the chain of ownership between holders and the issuer of the securityunderlying the American depository shares, may be taking actions that are inconsistent with the claiming, by US holders of American depositoryshares, of foreign tax credits for US federal income tax purposes. Such actions would also be inconsistent with the claiming of the reduced taxrates, described below, applicable to dividends received by certain non-corporate US resident holders. Accordingly, the availability of thereduced tax rates for dividends received by certain non-corporate US resident holders could be affected by actions that may be taken byparties to whom ADRs are pre-released.For purposes of this summary, the term ‘US resident holder’ means a beneficial owner of Ordinary Shares or ADRs that is, for US federalincome tax purposes, a citizen or resident of the US, a corporation (or other entity taxable as a corporation) created or organised in or under thelaws of the US, any state in the US or the District of Columbia, or an estate or trust the income of which is subject to US federal income taxationregardless of its source.This summary assumes that we are not, and will not become, a passive foreign investment company, as discussed below.UK and US income taxation of dividendsThe UK does not currently impose a withholding tax on dividends paid by a UK company, such as the Company.For US federal income tax purposes, distributions paid by the Company to a US resident holder are included in gross income as foreign sourceordinary dividend income to the extent paid out of the Company’s current or accumulated earnings and profits, calculated in accordance withUS federal income tax principles. Because the Company does not maintain calculations of its earning and profits under US federal income taxprinciples, it is expected that distributions generally will be reported to US resident holders as dividends. The amount of the dividend will bethe US dollar amount received by the depositary for US resident holders of ADRs (or, in the case of Ordinary Shares, the US dollar value of thepounds sterling payments made, determined at the spot pound sterling/US dollar rate on the date the dividend is received by the US residentholders, regardless of whether the dividend is converted into US dollars), and it will not be eligible for the dividends received deduction generallyavailable to US corporations. If the dividend is converted into US dollars on the date of receipt, US resident holders of Ordinary Shares generallyshould not be required to recognise foreign currency gains or losses in respect of the dividend income. They may have foreign currency gain orloss if the amount of such dividend is not converted into US dollars on the date of its receipt.Subject to applicable limitations and the discussion above regarding concerns expressed by the US Treasury, dividends received by certainnon-corporate US resident holders of Ordinary Shares or ADRs in taxable years beginning before 1 January 2013 may be taxable at favourableUS federal income tax rates, up to a maximum rate of 15%. US resident holders should consult their own tax advisers to determine whetherthey are subject to any special rules which may limit their ability to be taxed at this favourable rate.Taxation on capital gainsUnder present UK law, individuals who are neither resident nor ordinarily resident in the UK, and companies which are not resident in the UK,will not be liable for UK tax on capital gains made on the disposal of their Ordinary Shares or ADRs, unless such Ordinary Shares or ADRs areheld in connection with a trade, profession or vocation carried on in the UK through a branch or agency or other permanent establishment.A US resident holder will generally recognise US source capital gains or losses for US federal income tax purposes on the sale or exchange ofOrdinary Shares or ADRs in an amount equal to the difference between the US dollar amount realised and such holder’s US dollar adjusted taxbasis in the Ordinary Shares or ADRs. US resident holders should consult their own tax advisers about the treatment of capital gains, which maybe taxed at lower rates than ordinary income for non-corporate US resident holders and capital losses, the deductibility of which may be limited.Passive Foreign Investment Company (PFIC) rulesWe believe that we were not a PFIC for US federal income tax purposes for the year ended 31 December 2011. However, since PFIC statusdepends on the composition of our income and assets and the market value of our assets (including, among others, less than 25% ownedequity investments) from time to time, there can be no assurance that we will not be considered a PFIC for any taxable year. If we weretreated as a PFIC for any taxable year during which Ordinary Shares or ADRs were held, certain adverse tax consequences could applyto US resident holders.206 Shareholder InformationAstraZeneca Annual Report and Form 20-F Information 2011
Information reporting and backup withholdingPayments of dividends and sales proceeds that are made within the US or through certain US-related financial intermediaries generally aresubject to information reporting, and may be subject to backup withholding, unless (i) the US resident holder is a corporation or other exemptrecipient or (ii) in the case of backup withholding, the US resident holder provides a correct taxpayer identification number and certifies that it isnot subject to backup withholding. The amount of any backup withholding from a payment to a US resident holder will be allowed as a creditagainst the holder’s US federal income tax liability and may entitle the holder to a refund, provided that the required information is supplied tothe IRS on time.Certain US resident holders who are individuals, or are controlled by individuals, may be required to report information relating to securitiesissued by non-US persons, generally on IRS Form 8938, subject to certain exceptions (including an exception for securities held through USfinancial institutions). US resident holders should consult their tax advisers regarding their reporting obligations with respect to the OrdinaryShares or ADRs.UK inheritance taxUnder the current Double Taxation (Estates) Convention (the Estate Tax Convention) between the US and the UK, Ordinary Shares or ADRsheld by an individual shareholder who is domiciled for the purposes of the Estate Tax Convention in the US, and is not for the purposes of theEstate Tax Convention a national of the UK, will generally not be subject to UK inheritance tax on the individual’s death or on a chargeable giftof the Ordinary Shares or ADRs during the individual’s lifetime, provided that any applicable US federal gift or estate tax liability is paid, unlessthe Ordinary Shares or ADRs are part of the business property of a permanent establishment of the individual in the UK or, in the case of ashareholder who performs independent personal services, pertain to a fixed base situated in the UK. Where the Ordinary Shares or ADRs havebeen placed in trust by a settlor who, at the time of settlement, was a US domiciled shareholder, the Ordinary Shares or ADRs will generally notbe subject to UK inheritance tax unless the settlor, at the time of settlement, was a UK national, or the Ordinary Shares or ADRs are part of thebusiness property of a permanent establishment of the individual in the UK or, in the case of a shareholder who performs independent personalservices, pertain to a fixed base situated in the UK. In the exceptional case where the Ordinary Shares or ADRs are subject to both UKinheritance tax and US federal gift or estate tax, the Estate Tax Convention generally provides for double taxation to be relieved by means ofcredit relief.UK stamp duty reserve tax and stamp dutyA 1.5% stamp duty reserve tax is payable upon the deposit of Ordinary Shares in connection with the creation of, but not subsequent dealing in,ADRs. A 0.5% stamp duty is payable on all purchases of Ordinary Shares.Exchange controls and other limitations affecting security holdersThere are no governmental laws, decrees or regulations in the UK restricting the import or export of capital or affecting the remittance ofdividends, interest or other payments to non-resident holders of Ordinary Shares or ADRs.There are no limitations under English law or the Articles on the right of non-resident or foreign owners to be the registered holders of, or toexercise voting rights in relation to, Ordinary Shares or ADRs or to be registered holders of notes or debentures of Zeneca Wilmington Inc.or the Company.Exchange ratesThe following information relating to average and spot exchange rates used by AstraZeneca is provided for convenience:SEK/US$ US$/GBPAverage rates (statement of comprehensive income, statement of cash flows)2009 7.6552 1.54962010 7.2504 1.54532011 6.5059 1.5996End of year spot rates (statement of financial position)2009 7.1636 1.60722010 6.7511 1.54222011 6.9050 1.5443Additional InformationAstraZeneca Annual Report and Form 20-F Information 2011Shareholder Information 207
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healthAstraZeneca Annual Reportand
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Financial summary$33.6bnSales down
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China: We announcedour decision to
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OverviewOperational overview7979 pr
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Chairman’s StatementI would like
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Chief Executive Officer’s ReviewA
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The process of getting a drug to ma
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OverviewnovationInnovation drives p
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Our Strategy and PerformanceMore pe
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Using the full range of innovative
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Our strategyMissionto make the most
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Our strategic priorities to 2014Our
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Our performance in 2011Our performa
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Business shapePeopleResponsible bus
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Strategy and PerformanceaborationIm
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Delivering our strategyOur strategy
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Development projects20112010 129342
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Investing in capabilitiesA core com
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Patent expiries for our key markete
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our Established Markets footprint i
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Product qualityWe are committed to
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We have a global approach, supporte
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ComplianceWe ensure a culture of et
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tegrityBusiness ReviewWe are dedica
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Delivering our strategyResponsible
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India has the fastest growing numbe
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ProtestsAstraZeneca acknowledges th
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Also in 2011, the DIHR in collabora
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healthcollaborationRaising breast c
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Pipeline by Therapy Area at 31 Dece
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Therapy Area ReviewIn September, we
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Therapy Area ReviewGastrointestinal
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Therapy Area ReviewInfectionTherapy
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Therapy Area ReviewIn the pipelineI
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Therapy Area ReviewOur financial pe
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Therapy Area ReviewOncologyTherapy
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Therapy Area Reviewendpoints of pro
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Therapy Area ReviewOur financial pe
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healthinnovationReducing the number
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Geographical ReviewUSAstraZeneca is
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Geographical ReviewEmerging Markets
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Disciplined execution of our strate
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Financial ReviewMeasuring performan
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Financial ReviewResults of operatio
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Financial ReviewFinancial position
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Financial ReviewCapitalisation and
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Financial ReviewResults of operatio
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Financial ReviewSensitivity analysi
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Financial Reviewover the performanc
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healthcollaborationFighting the ris
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Board of Directors and Senior Execu
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Board of Directors and Senior Execu
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Corporate Governance ReportOperatio
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Corporate Governance ReportThe Boar
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Corporate Governance ReportDuring 2
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Corporate Governance ReportBusiness
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Corporate Governance ReportPolitica
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Directors’ Remuneration ReportDav
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Directors’ Remuneration ReportVar
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Directors’ Remuneration ReportAdd
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Directors’ Remuneration ReportSum
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Directors’ Remuneration ReportSum
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Directors’ Remuneration ReportIn
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Directors’ Remuneration ReportPer
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Directors’ Remuneration ReportGai
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RiskManagement reporting and assura
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RiskCommercialisation and business
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RiskCommercialisation and business
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RiskSupply chain and delivery risks
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RiskEconomic and financial risks co
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Financial StatementsPreparation of
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Financial StatementsConsolidated St
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Financial StatementsConsolidated St
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Financial StatementsGroup Accountin
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Financial StatementsProperty, plant
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Financial StatementsNotes to the Gr
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Financial Statements3 Finance incom
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Financial Statements4 Taxation cont
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Page 160 and 161: Financial Statements9 Intangible as
Page 162 and 163: Financial Statements10 Other invest
Page 164 and 165: Financial Statements15 Financial in
Page 166 and 167: Financial Statements15 Financial in
Page 168 and 169: Financial Statements18 Post-retirem
Page 170 and 171: Financial Statements18 Post-retirem
Page 172 and 173: Financial Statements20 Share capita
Page 174 and 175: Financial Statements23 Financial ri
Page 176 and 177: Financial Statements23 Financial ri
Page 178 and 179: Financial Statements24 Employee cos
Page 184 and 185: Financial Statements25 Commitments
Page 192 and 193: Financial Statements26 LeasesTotal
Page 194 and 195: Financial StatementsIndependent Aud
Page 196 and 197: Financial StatementsCompany Account
Page 198 and 199: Financial Statements4 ReservesShare
Page 200 and 201: Financial StatementsGroup Financial
Page 202 and 203: Development PipelineNCEsPhase III/R
Page 204 and 205: Development PipelineNCEsPhases I an
Page 206 and 207: Shareholder Information> For shares
Page 210 and 211: Corporate InformationHistory and de
Page 212 and 213: GlossaryThe following abbreviations
Page 214 and 215: Index2011 performance summary 23Acc
Page 216: Contact informationRegistered offic
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AstraZeneca Annual Report and Form 20-F Information 2011

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