AstraZeneca Annual Report and Form 20-F Information 2011

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Corporate InformationHistory and development of the CompanyAstraZeneca PLC was incorporated in England and Wales on 17 June1992 under the Companies Act 1985. It is a public limited companydomiciled in the UK. The Company’s registered number is 2723534and its registered office is at 2 Kingdom Street, London W2 6BD(telephone +44 (0)20 7604 8000). From February 1993 until April 1999,the Company was called Zeneca Group PLC. On 6 April 1999, theCompany changed its name to AstraZeneca PLC.The Company was formed when the pharmaceutical, agrochemicaland specialty chemical businesses of Imperial Chemical IndustriesPLC were demerged in 1993. In 1999, the Company sold the specialtychemical business. Also in 1999, the Company merged with Astra ofSweden. In 2000, it demerged the agrochemical business andmerged it with the similar agribusiness of Novartis to form a newcompany called Syngenta AG.In 2007, the Group acquired MedImmune, a biologics and vaccinesbusiness based in the US.The Group owns and operates numerous R&D, production andmarketing facilities worldwide. Its corporate office is at 2 KingdomStreet, London W2 6BD.ArticlesObjectsThe Company’s objects were originally set out in its Memorandum ofAssociation. By operation of law, on 1 October 2009, these objectswere deemed to be provisions of the Articles. However, by a specialresolution of the shareholders at the Company’s AGM held on 29 April2010, those deemed objects were deleted from the Articles. TheCompany’s objects are now unrestricted.Any amendment to the Articles requires the approval of shareholdersby a special resolution at a general meeting of the Company.DirectorsThe Board has the authority to manage the business of the Company,for example, through powers to allot and repurchase its shares,subject where required to shareholder resolutions. Subject to certainexceptions, Directors do not have power to vote at Board meetings onmatters in which they have a material interest.The quorum for meetings of the Board is a majority of the full Board, ofwhom at least four must be Non-Executive Directors. In the absence ofa quorum, the Directors do not have power to determine compensationarrangements for themselves or any member of the Board.The Board may exercise all the powers of the Company to borrowmoney. Variation of these borrowing powers would require the passingof a special resolution of the Company’s shareholders.All Directors must retire from office at the Company’s AGM each yearand may present themselves for election or re-election. Directors arenot prohibited, upon reaching a particular age, from submittingthemselves for election or re-election.Within two months of the date of their appointment, Directors arerequired to beneficially own Ordinary Shares of an aggregate nominalamount of $125, which currently represents at least 500 shares.Rights, preferences and restrictions attaching to sharesAs at 31 December 2011, the Company had 1,292,355,052 OrdinaryShares and 50,000 Redeemable Preference Shares in issue. TheOrdinary Shares represent 99.98% and the Redeemable PreferenceShares represent 0.02% of the Company’s total share capital (thesepercentages have been calculated by reference to the closingmid-point US$/GBP exchange rate on 31 December 2011 aspublished in the London edition of the Financial Times newspaper). Asagreed by the shareholders at the Company’s AGM held on 29 April2010, the Articles were amended with immediate effect to remove therequirement for the Company to have an authorised share capital, theconcept of which was abolished under the Companies Act 2006.Each Ordinary Share carries the right to vote at general meetings ofthe Company. The rights and restrictions attaching to the RedeemablePreference Shares differ from those attaching to Ordinary Sharesas follows:> The Redeemable Preference Shares carry no rights to receivedividends.> The holders of Redeemable Preference Shares have no rights toreceive notices of, attend or vote at general meetings except incertain limited circumstances. They have one vote for every 50,000Redeemable Preference Shares held.> On a distribution of assets of the Company, on a winding-up orother return of capital (subject to certain exceptions), the holders ofRedeemable Preference Shares have priority over the holders ofOrdinary Shares to receive the capital paid up on those shares.> Subject to the provisions of the Companies Act 2006, the Companyhas the right to redeem the Redeemable Preference Shares at anytime on giving not less than seven days’ written notice.There are no specific restrictions on the transfer of shares in theCompany, which is governed by the Articles and prevailing legislation.The Company is not aware of any agreements between holders ofshares that may result in restrictions on the transfer of shares or thatmay result in restrictions on voting rights.Action necessary to change the rights of shareholdersIn order to vary the rights attached to any class of shares, the consentin writing of the holders of three quarters in nominal value of the issuedshares of that class or the sanction of an extraordinary resolutionpassed at a general meeting of such holders is required.General meetingsAGMs and other general meetings, as from time to time may berequired, where a special resolution is to be passed or a Director isto be appointed, require 21 clear days’ notice to shareholders. Subjectto the Companies Act 2006, other general meetings require 14 cleardays’ notice.For all general meetings, a quorum of two shareholders present inperson or by proxy, and entitled to vote on the business transacted,is required unless each of the two persons present are corporaterepresentatives of the same corporation; or each of the two personspresent are proxy of the same shareholder.Shareholders and their duly appointed proxies and corporaterepresentatives are entitled to be admitted to general meetings.Limitations on the rights to own sharesThere are no limitations on the rights to own shares.PropertySubstantially all of our properties are held freehold, free of materialencumbrances and we believe that such properties are fit for theirpurpose.208 Corporate InformationAstraZeneca Annual Report and Form 20-F Information 2011
GlossaryMarket definitionsUnited States of America Other Established Markets Emerging MarketsUS Western Europe Japan Emerging Europe China Other Emerging ROWAustria Albania* EgyptBelgium Canada Belarus* Emerging Asia Pacific Gulf StatesDenmark Bosnia and Herzegovina Bangladesh* Israel*Finland Other Established ROW Bulgaria Cambodia* Latin AmericaFrance Australia Croatia Hong Kong Lebanon*Germany New Zealand Czech Republic India MaghrebGreece Estonia* Indonesia* Saudi ArabiaIceland* Georgia* Laos* South AfricaIreland Hungary MalaysiaItaly Kazakhstan* PhilippinesLuxembourg* Latvia* SingaporeNetherlands Lithuania* South KoreaNorway Macedonia* Sri Lanka*Portugal Poland TaiwanSpain Romania* ThailandSweden Russia Vietnam*SwitzerlandUKSerbia and Montenegro*SlovakiaSlovenia*TurkeyUkraine*Rest of World means Other Established Markets and Emerging Markets.Established Markets means the US and Other Established Markets.Established ROW means Canada, Japan and Other Established ROW.Latin America includes Argentina, Brazil, Chile, Colombia, Costa Rica*, El Salvador*, Guatemala*, Honduras*, Mexico, Nicaragua*, Panama*, Peru* and Venezuela.Gulf States includes Bahrain*, Dubai*, Kuwait*, Oman*, Qatar* and UAE.Maghreb means Algeria, Morocco and Tunisia*.*IMS Health, IMS Midas Quantum Q3 2011 data is not available or AstraZeneca does not subscribe for IMS Health quarterly data for these countries.The above table is not an exhaustive list of all the countries in which AstraZeneca operates.US equivalentsTerms used in this Annual ReportAccrualsAllottedCalled-up share capitalCreditorsDebtorsEarningsEmployee share schemesFixed asset investmentsFreeholdInterest payableLoansPrepaymentsProfitProfit and loss accountShare premium accountShort-term investmentsUS equivalent or brief descriptionAccrued expensesIssuedIssued share capitalLiabilities/payablesReceivables and prepaid expensesNet incomeEmployee stock benefit plansNon-current investmentsOwnership with absolute rights in perpetuityInterest expenseLong-term debtPrepaid expensesIncomeIncome statement/consolidated statement of comprehensive incomePremiums paid in excess of par value of Ordinary SharesRedeemable securities and short-term depositsAdditional InformationAstraZeneca Annual Report and Form 20-F Information 2011Glossary 209
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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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Financial Statements6 Segment infor
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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 208 and 209: Shareholder InformationDocuments on
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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