20-F - AZN - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM **** 20-F

(Mark One)

☐	REGISTRATION STATEMENT PURSUANT TO SECTION ** 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934**
OR
☒	ANNUAL REPORT PURSUANT TO SECTION ** 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934<br>For the fiscal year ended December 31, 2025**
OR
☐	TRANSITION REPORT PURSUANT TO SECTION ** 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
OR
☐	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…………………………………..

For the transition period from **** to **** ****

Commission file number: 001-11960

ASTRAZENECA PLC
(Exact name of Registrant as specified in its charter)
England and Wales
(Jurisdiction of incorporation or organization)
1 Francis Crick Avenue<br><br>Cambridge Biomedical Campus<br><br>Cambridge ** CB2 0AA<br><br>United Kingdom**
(Address of principal executive offices)
Matthew Bowden<br><br>AstraZeneca PLC<br><br>1 Francis Crick Avenue<br><br>Cambridge Biomedical Campus<br><br>Cambridge ** CB2 0AA<br><br>U nited Kingdom<br><br>Telephone: + 44 20 3749 5000<br><br>Facsimile number: +44 1223 352 858**
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title ** of each class**	Trading ** symbol(s)**	Name ** of each exchange on which registered**
Ordinary Shares of 25¢ each		The New York Stock Exchange
0.700% Notes due 2026	AZN 26	The New York Stock Exchange
1.200% Notes due 2026	AZN 26A	The New York Stock Exchange
3.125% Notes due 2027	AZN 27A	The New York Stock Exchange
4.800% Notes due 2027	AZN 27B	The New York Stock Exchange
1.750% Notes due 2028	AZN 28	The New York Stock Exchange
4.875% Notes due 2028	AZN 28A	The New York Stock Exchange
4.000% Notes due 2029	AZN 29	The New York Stock Exchange
4.850% Notes due 2029	AZN 29A	The New York Stock Exchange
1.375% Notes due 2030	AZN 30	The New York Stock Exchange
4.900% Notes due 2030	AZN 30A	The New York Stock Exchange
2.250% Notes due 2031	AZN 31	The New York Stock Exchange
4.900% Notes due 2031	AZN 31A	The New York Stock Exchange
4.875% Notes due 2033	AZN 33	The New York Stock Exchange
5.000% Notes due 2034	AZN 34	The New York Stock Exchange
6.450% Notes due 2037	AZN 37	The New York Stock Exchange
4.000% Notes due 2042	AZN 42	The New York Stock Exchange
4.375% Notes due 2045	AZN 45	The New York Stock Exchange
4.375% Notes due 2048	AZN 48	The New York Stock Exchange
2.125% Notes due 2050	AZN 50	The New York Stock Exchange
3.000% Notes due 2051	AZN 51	The New York Stock Exchange

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)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

The number of outstanding shares of each class of stock of AstraZeneca PLC as of December 31, 2025 was:

Title of Class	Number ** of Shares Outstanding**
Ordinary Shares of 25¢ each:	1,550,907,927

Redeemable Preference Shares of 1 each:	50,000

All values are in British Pounds.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ 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.

Yes ☐ 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.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ☒		Accelerated Filer ☐		Non-accelerated Filer ☐
				Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with US GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

US GAAP	☐	International Financial Reporting Standards as issued by the International Accounting Standards Board	☒	Other ☐

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.

☐ Item 17 ☐ 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).

Yes ☐ 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 Section 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.

Yes ☐ No ☐

Pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as amended, the information for the 2025 Form 20-F of AstraZeneca PLC (the “Company”) set out below is being incorporated by reference from AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated and submitted on February 24, 2026.

References below to major headings include all information under such major headings, including subheadings, unless such reference is a reference to a subheading, in which case such reference includes only the information contained under such subheading. Unless the context otherwise requires, “AstraZeneca” or “Group” refers to the Company and its consolidated entities. Other information contained within AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F, including graphs and tabular data, is not included in this Form 20-F unless specifically identified below. Photographs are also not included.

In addition to the information set out below, the information (including tabular data) set forth under the headings “Use of terms” on the inside front cover, “Strategic Report—Financial Review—Measuring performance” on page 52, and the tables on pages 53 to 55, and “—Important information for readers of this Annual Report—Cautionary statement regarding forward-looking statements”, “—Inclusion of Reported performance, Core financial measures and constant exchange rate growth rates”, “—Statements of competitive position, growth rates and sales” and “—Information on websites” on page 228, and “Additional Information—Glossary” on page 227 in each case of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference. References herein to AstraZeneca websites, including where a link is provided, are textual references only and information on or accessible through such websites does not form part of and is not incorporated into this Form 20-F dated February 24, 2026. Reference to “audited” information (including graphs and tabular data) set forth under the heading “Corporate Governance—Directors’ Remuneration Report” refers to procedures performed by the Company’s external auditor in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law and does not form part of the “Report of Independent Registered Public Accounting Firm” in Item 18 herein. For the avoidance of doubt, the “Independent Auditors’ report to the members of AstraZeneca PLC” on pages 116 to 124 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 does not form part of, and is not incorporated into, this Form 20-F dated February 24, 2026.

PART 1

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.Reserved

B.Capitalization and Indebtedness

Not applicable.

C.Reason for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

Operating in the pharmaceutical sector carries various inherent risks and uncertainties that may affect our business. In this section, we describe the risks and uncertainties that we consider material to our business, in that they may have a significant effect on our financial condition, results of operations and/or reputation.

These risks have been categorised consistently with the “Risk Overview—Principal Risks” detailed on pages 48 and 49 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026, each of which are included below (in addition to other risks that we face). We believe that the forward-looking statements about AstraZeneca in this Form 20-F dated February 24, 2026, identified by words such as ‘anticipates’, ‘believes’, ‘expects’ and ‘intends’, are based on reasonable assumptions. However, forward-looking statements involve inherent risks and uncertainties such as those summarised below. They relate to events that may occur in the future, that may be influenced by factors beyond our control and that may have actual outcomes materially different from our expectations. Other risks not listed here could have a significant adverse effect on our financial condition, results of operations and/or reputation.


Product pipeline risks		Impact
Failure or delay in the delivery of our pipeline or launch of new medicines

Our continued success depends on the development and successful launch of innovative new drugs.<br><br>The development of pharmaceutical product candidates is a complex, risky and lengthy process involving significant resources. Projects have failed, and may fail in the future, at any stage of the process due to various factors, including: failure to obtain the required regulatory or marketing approvals, unfavourable clinical efficacy data, safety concerns, failure to demonstrate adequate cost-effective benefits to regulatory authorities and/or payers, and the emergence of competing products. Details of projects that have suffered setbacks or failures during 2025 can be found in the “Strategic Report—Therapy Area Review” on pages 12 to 25 of AstraZeneca’s “Annual Report on Form 20-F Information 2025” included as exhibit 15.1 to this form 20-F dated February 24, 2026.<br><br>Launch activities have been delayed, and may be delayed in the future, by a number of factors, including: adverse findings in preclinical or clinical studies, regulatory demands, price negotiation, large-scale natural disasters or global pandemics, competitor activity and technology transfer.<br><br>In addition to developing products in-house, we continue to expand our portfolio through licensing arrangements and strategic collaborations which may not ultimately be successful.		Failure or delay in development of new product candidates could damage the reputation of our R&D capabilities, and adversely affect our future business and results of operations.<br><br>Delays to launches can lead to excess expenses in the manufacture of pre-launch inventories, marketing materials and salesforce training. For the launch of products that are seasonal in nature, delays in regulatory approvals or manufacturing may delay launch to the next season which, in turn, may significantly reduce the return on costs incurred in preparing for the launch for that season. Furthermore, in immuno-oncology in particular, speed to market is critical given the large number of clinical trials being conducted by competitors. Delay of launch can also erode the term of patent exclusivity.<br><br>Competition from other pharmaceutical companies means that we may have to pay a significant premium over book or market values for our acquisitions. Failure to complete collaborative projects in a timely, cost-effective manner may limit our ability to access a greater portfolio of products, intellectual property (IP), technology and shared expertise. In many cases, we make milestone payments in advance of the commercialisation of the products, with no assurance of recouping costs.<br><br>

Failure to meet regulatory or ethical requirements for medicine development or approval

We are subject to laws and regulations that control our ability to market our pharmaceutical products. Our development programmes must meet many standards to prove our products are safe, effective and of high quality. Health authorities, such as the FDA in the US and the European Medicines Agency in the EU, can refuse to approve our products or require us to conduct additional clinical trials or scientific testing before they will approve them for marketing. Many factors influence health authority decisions to approve or reject a marketing application for a pharmaceutical product. These include advances in science and technology, new laws, regulations and policies, and different standards for evaluating safety and effectiveness.		Delays in regulatory approvals could delay our ability to market our products and may adversely affect our revenue. Also, post-approval requirements, including additional clinical trials, could cause increased costs. We seek to manage these risks, but policymaking by governments and health authorities can be unpredictable and unforeseen circumstances, such as public health emergencies, may strain health authority resources and delay the approval of our products.<br><br>Following approval, a health authority may require us to conduct additional clinical trials or scientific testing to address concerns raised after patients have used our products in the marketplace. New data may impact a product’s approval status or lead to labelling changes that limit the use of a product.

D. Risk Factors

continued

Commercialisation risks		Impact
Pricing, affordability, access and competitive pressures

At AstraZeneca, our approach to pricing balances the priorities of patients, their physicians, payers, society and our business. Our four guiding principles – Access, Value, Sustainability and Equity – aligned to our overarching Company Values, form the cornerstones of our brand pricing strategies. Our prices are rooted in the assurance of our high-quality science, and the benefit this brings to patients. They also reflect holistic value, in the context of healthcare systems and market dynamics, affordability and equity; so that we can adapt our prices across the more than 80 countries in which we have an active presence and help support long-term healthcare system resilience.<br><br>Our pricing approach, as described in the previous paragraph, is a key contributor to our success. However, there are various external risk factors that could compromise our ability to execute our pricing strategies as planned. The market access environment is highly complex and subject to dynamic economic, political and social pressures. Globally, there are increasing cost-containment measures, greater calls for net price and R&D cost transparency, as well as early discussions towards pooled procurement mechanisms beyond emergency countermeasures and essential medicines.		Continued deterioration of, or lack of improvement in, socio-economic conditions could adversely affect supply and/or distribution in affected countries and the ability or willingness of customers to purchase our medicines, putting pressure on price and/or volumes. This could adversely affect our business or results of operations, for example, those healthcare systems most severely impacted by downturn may seek alternative ways to settle their debts at a discount. Other customers may cease to trade, which may result in losses from writing off debts or a reduction in demand for products. Across the industry, we continue to navigate pricing pressures and policy changes including the EU Joint Clinical Assessment (JCA), the US Inflation Reduction Act (IRA) as well as more recent health equalisation initiatives requiring countries to increase their drug spending to support R&D costs, ensuring a more balanced global pharmaceutical landscape.

Failures or delays in the quality or execution of the Group’s commercial strategies

Maximising the commercial potential of our new products underpins the success of our strategy and the delivery of our short- and medium-term targets. We may ultimately be unable to achieve commercial success for various reasons, including:<br><br>>Difficulties in manufacturing sufficient quantities of the product<br><br>>Any price control measures imposed by governments and healthcare authorities<br><br>>Patient access to healthcare<br><br>>Diagnosis rates<br><br>>Erosion of IP rights<br><br>>Failure to show a differentiated product profile<br><br>>Changes in prescribing habits.<br><br>The ability to successfully carry out business in emerging markets can be more challenging than in established markets. Such challenges may include:<br><br>>Volatility in economic or political climates<br><br>>Inadequate protection against crime (including counterfeiting, corruption and fraud)<br><br>>Inadvertent breaches of local and international law.		Failure to execute our commercial strategies or achieve the level of sales anticipated for a medicine could materially impact our business.<br><br>Failure to leverage potential opportunities or appropriately manage risks in emerging markets may materially adversely affect our reputation, business or results of operations.

D. Risk Factors

continued

Supply chain and business execution risks		Impact
Failure to maintain supply of compliant, quality medicines

We may experience challenges, delays or interruptions in the manufacturing and supply of our products for various reasons, including:<br><br>> Supply shortages or delays in construction of facilities to support future demand of our products caused by significant unforecasted demand growth or supply chain disruptions (e.g. natural disasters, climate impacts, pandemics, conflict or political unrest, failure in IT (including cyber-attack)).<br><br>> The inability to supply products due to a product quality failure or regulatory compliance action such as licence withdrawal, product recall or change of regulatory standards (e.g. nitrosamines, where regulators have been introducing new limits/expectations for regulatory filings).<br><br>It is necessary for us to meet all regulations, including compliance with Good Manufacturing Practices and Good Distribution Practices and comparable regulatory dossier conditions of approval in all countries in which our products are licensed, manufactured or sold.<br><br>We rely significantly on third parties for the timely supply of goods (e.g. active ingredients and packaging components, many of which are difficult to substitute in a timely manner or at all).		Supply chain difficulties may result in product shortages, which could lead to lost Product Sales and materially affect our reputation and results of operations.<br><br>Failure to comply with all manufacturing regulations can result in negative regulatory inspection findings that could lead to the halt of manufacturing, and/or product seizure, debarment or recalls which could have an adverse effect on our business, financial condition and results of operations.

Failure in information technology or cybersecurity

IT systems enable critical business functions which are increasingly dependent on solution provider cybersecurity controls and maturity. High availability and resilient IT systems remain a business imperative, providing our workforce with continuous access to AI tools, collaboration environments, global communications channels, applications and data. In addition to availability and reliability, these systems must comply with provisions specified in cybersecurity, data security, privacy and individual protection laws.<br><br>We prioritise data protection and access to delivery innovation, business growth, and uninterrupted medicine supply. Data is often characterised as strictly confidential including clinical trial records, personal information, IP, R&D data, and compliance information. IT systems and data are potentially vulnerable to service interruptions and security breaches via attacks by malicious third parties or intentional or inadvertent actions by our employees or vendors. Attempts to exploit AstraZeneca’s IT systems and data are increasingly sophisticated with increased volume and fuelled by malicious AI use. Threat actors include organised criminal groups, ‘hacktivists’, nation states, employees and others. Privacy legislation includes obligations to report data protection breaches to regulators and affected individuals within expedited timeframes.<br><br>The internet is our primary critical business transaction channel. Internet availability remains at risk due to geopolitical tensions and conflict.		Disruption to our IT systems and/or the internet (including breaches of data security or cybersecurity, failure to integrate new and existing IT systems) or failure to comply with additional requirements under applicable laws, could harm our reputation and materially adversely affect our financial condition or operations. While we invest heavily in the protection of our data, IT, Operational Technology and AI assets we may be unable to prevent hardware or software failures or breaches which could result in disclosure of confidential information, damage to our reputation, regulatory penalties or sanctions, or financial loss.<br><br>The inability to back-up and restore data effectively could lead to permanent loss of data that could, in turn, result in non-compliance with applicable laws and regulations and otherwise harm our business. Data loss could lead to public disclosure of confidential information which may damage our reputation, materially affect our business or results of operations, and expose us to legal risks and/or additional legal obligations. Public disclosure of sensitive information could materially adversely affect our reputation and business or operations’ results.<br><br>Cybersecurity insurance coverage limits may not protect against any future claim or claim proceeds may be delayed.<br><br>Failure to comply with regulatory disclosure requirements could cause reputational damage and a loss of public trust.

D. Risk Factors

continued

<br><br>		<br><br><br><br>
Failure to collect and manage data and AI in line with legal and regulatory requirements and strategic objectives

Data is increasingly recognised as being AstraZeneca’s most valuable commodity. There is an increasing range of legislative and regulatory requirements to manage data across all countries where we conduct business. The requirements may impact certain types of data such as personal data, the way that we conduct business, such as restricting the movement of data between countries or jurisdictional regions, or how we make use of new technological capabilities such as AI. In addition, geopolitical changes may require changes to how AstraZeneca manages data.<br><br>Beyond legal and regulatory requirements, achieving strategic objectives will require good management of data across the enterprise. As our organisation increasingly relies on data, including sensitive data relating to health and genomics, a failure to properly understand personal and collective accountabilities for managing data to maximise its value, or failure to address data risks, will reduce our ability to execute at pace and deliver strategic objectives.<br><br>AI technologies present significant opportunities and risks to our business. Harnessing AI’s transformative potential may enable AstraZeneca to speed up the discovery and development of new drugs, optimise our manufacturing processes, drive efficiencies and productivity, and accelerate our growth. Failure to exploit these opportunities may put AstraZeneca at a competitive disadvantage and impact delivery of our strategic objectives.<br><br>AstraZeneca is investing significant resources into AI experimentation, development and deployment across many parts of our business. As we scale our use of AI, it is possible not all investments will succeed.<br><br>AI technologies may exacerbate existing risks, like those risks associated with data privacy, cybersecurity and IP. AI also introduces new risks due to the autonomous nature of the technology, the ease at which AI-enabled decision making can be scaled up, and the commercial pressures to adopt AI. AI systems can amplify biased and discriminatory decision making, perform unreliably and malfunction, generate insights which are difficult to interpret and explain, and cause direct harm to individuals or groups. These risks may become more significant as we increasingly utilise AI to inform, augment and automate decision making and processes in sensitive areas (e.g. clinical trials and medical decision making).<br><br>The adoption and exploitation of AI is occurring under the backdrop of intense global media scrutiny, heightened political attention and low levels of public trust and understanding. There is also a range of new AI regulations being adopted and implemented worldwide, including in the EU, China and the US.		Despite taking measures designed to ensure compliance with applicable privacy- and AI-related laws and regulations by our personnel and our third parties, non-compliance may occur. If future instances of non-compliance are deemed significant, these may attract material regulatory sanctions or fines and corresponding reputational damage, orders to stop certain processing of personal data, or legal action on behalf of impacted individuals. Further, failure to protect personal data could lead to a competitive disadvantage, loss of trust from our stakeholders, including patients, and prevent us from delivering our strategic objectives.<br><br>If the scope of data-related laws is expanded or if the interpretation or enforcement of existing laws change or new privacy laws are implemented, AstraZeneca and its third-party vendors may be required to change their business practices or data processing practices and policies. This may lead to substantial compliance related costs or materially adversely impact our business and financial condition.<br><br>Our failure to use AI technologies in a way that maintains trust, quality and control in our business activities would pose reputational, legal, regulatory and financial risks to AstraZeneca. Investments in AI may not realise the benefits that were anticipated.

Illegal trade in the Group’s medicines

The illegal trade of pharmaceutical products, including counterfeiting, tampering, theft and illegal diversion (where products are found in a market where we did not send them and where they are not approved to be sold) may lead to a loss of public confidence in the integrity of medicines.<br><br>		The incidence of illegal trade could materially adversely affect our reputation and financial performance, and pose a direct risk to patient safety. In addition, concern about this issue may cause some patients to stop taking their medicines, with consequential risks to their health.<br><br>If we are found liable for breaches in our supply chains, authorities may take action, financial or otherwise, that could restrict the distribution of our products.<br><br>

D. Risk Factors

continued

Reliance on third-party goods and services

A significant proportion of AstraZeneca’s annual costs relates to spend with third-party suppliers. The level of spend supports the length of our value chain from discovery to manufacture and commercialisation of our medicines.<br><br>Many of our business-critical operations are outsourced to third-party providers. We are, therefore, heavily reliant on these third parties to get medicines to patients, comply with applicable laws and regulations, while also ensuring prudent use of AstraZeneca’s financial resources.<br><br>		Failure to successfully secure, onboard and manage outsourced services, particularly with continued inflationary pressures, or the failure of outsourced providers to deliver timely services, and to the required level of quality, could materially adversely affect our reputation, our financial condition and operating results as well as our ability to deliver medicines to patients.<br><br>Failure to effectively manage third-party suppliers when external factors, including geopolitical tensions or raw materials and components shortages, place increased pressure on AstraZeneca’s ability to purchase goods and services may lead to major business disruption.<br><br>Any breach of security, whether physical, cyber or data related, or failure of these third parties to operate in a way that is consistent with laws or regulations, may lead to regulatory penalties, materially affect the results of operations and adversely impact our reputation.<br><br>

Failure of critical processes

Unexpected events including those beyond our control could result in the failure of critical processes within the Group or at third parties on whom we are reliant.<br><br>Examples of threats include:<br><br>> Instability including as a result of war or armed conflicts, terrorism, pandemics, riots, unstable governments, civil insurrection or social unrest<br><br>> Natural disasters and extreme weather events<br><br>> Cyber threats detailed in the ‘Failure in information technology or cybersecurity’ risk above.<br><br>		Crystallisation of such threats may heighten other risks, such as the delivery of the pipeline, launch of new medicines, or the manufacture and supply of medicines, and may lead to loss of revenue and have an adverse impact on our operations.

Failure to attract, develop, engage and retain a diverse, talented and capable workforce

We rely heavily on recruiting and retaining talented employees with a diverse range of skills and capabilities to meet our strategic objectives. Externally there is intense competition for well-qualified individuals, as the supply of people with certain skills or in specific geographic regions may be limited.<br><br>Ensuring our employees are continually developed so that they can fully exploit the opportunities presented by new technologies will be important for our ongoing success.<br><br>		The inability to attract and retain highly skilled personnel may weaken our succession plans for critical positions, impact the implementation of our strategic objectives and have a significant impact on our business.<br><br>Failure to develop and engage our workforce could result in business disruption, a loss of productivity and higher turnover rates, all of which could materially adversely affect our business.

Legal, regulatory and compliance risks		Impact

Safety and efficacy of marketed medicines is questioned

Our ability to accurately assess, prior to launch, the eventual safety or efficacy of a new product once in broader clinical use can only be based on data available at that time, which is inherently limited due to relatively short periods of product testing and relatively small clinical study patient samples.<br><br>Any unforeseen safety concerns or adverse events relating to our products, or failure to comply with laws, rules and regulations relating to provision of appropriate warnings concerning the dangers and risks of our products that result in injuries, could expose us to large product liability claims, settlements and awards, particularly in the US. Adverse publicity relating to the safety of a product, or of other competing products, may increase the risk of product liability claims.		Serious safety concerns or adverse events relating to our products could lead to product recalls, seizures, loss of product approvals, declining sales and interruption of supply, and could materially adversely impact patient access, our reputation and financial revenues. Significant product liability claims could also arise which could be costly, divert management attention, or damage our reputation and demand for our products.<br><br>Unfavourable resolution of such current and similar future product liability claims could subject us to enhanced damages, consumer fraud and/or other claims, including civil and criminal governmental actions. This could require us to make significant provisions in our accounts relating to legal proceedings and could materially adversely affect our financial condition or results of operations, particularly where such circumstances are not covered by insurance.

D. Risk Factors

continued

Adverse outcome of litigation and/or governmental investigations

Our business is subject to a wide range of laws and regulations around the world. We have been, and may continue to be, subject to various legal proceedings and governmental investigations.<br><br>Actual or perceived failure to comply with laws or regulations may result in AstraZeneca and/or its employees being investigated by government agencies and authorities and/or in civil legal proceedings. Relevant authorities have wide-ranging administrative powers to deal with any failure to comply with laws, regulations or continuing regulatory oversight, and this could affect us, whether such failure is our own or that of our contractors or external partners. In particular, the manufacturing, marketing, exportation, promotional, clinical, pharmacovigilance and pricing practices of pharmaceutical manufacturers, as well as manufacturer interaction with regulatory agencies, purchasers, prescribers and patients, are subject to extensive regulation, litigation and governmental investigation. Moreover, such laws, rules and regulations are subject to change. Details of material litigations and governmental investigations can be found in “Financial Statements—Notes to the Group Financial Statements—Note 30—Commitments, contingent liabilities and contingent assets” on pages 181 to 190 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026.		Many companies, including AstraZeneca, have been subject to legal claims asserted by federal and state governmental authorities and private payers and consumers, which have resulted in substantial expense and other significant consequences. Governmental investigations or proceedings could result in civil or criminal sanctions and/or the payment of fines or damages. Civil litigation, particularly in the US, is inherently unpredictable, and unexpectedly high awards for damages can result from an adverse result. In many cases, litigation adversaries may claim enhanced damages in extremely high amounts. Government investigations, litigations, and other legal proceedings, regardless of the outcome, could be costly, divert management attention, or damage our reputation and demand for our products.<br><br>Unfavourable resolutions to current and similar future proceedings against us that could subject us to criminal liability, fines, penalties or other monetary or non-monetary remedies, including enhanced damages, require us to make significant provisions in our accounts relating to legal proceedings and could materially adversely affect our business or results of operations.


IP risks related to our products

IP protection provides the foundation for continued investment in developing innovative medicines to improve patient health. However, the pharmaceutical industry is experiencing pressure from governments and other healthcare payers to impose limits on IP protections in an effort to manage healthcare costs. Additionally, policymakers are progressively leveraging regulations to expedite the approval of generic drugs and encourage generic drug utilisation. These policies may drive accelerated utilisation of generic alternatives to our products following expiry or loss of our IP rights. We also recognise increasing use of compulsory licensing in some countries in which we operate.<br><br>We are subject to numerous patent challenges relating to various products or processes and assertions of non-infringement of our patents. A loss in any of these challenges could result in loss of patent protection on the covered product and a risk to the revenue generated by the product. We also face the risk that our products may be found to infringe patents owned or licensed by third parties and we may be subject to monetary damages or compelled to cease sales of the infringing product, resulting in a potential risk to revenue. These challenges threaten the value of our investment in pharmaceutical development. Details of material patent litigation matters can be found in “Financial Statements—Notes to the Group Financial Statements—Note 30—Commitments, contingent liabilities and contingent assets” on pages 181 to 185 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026.		If we are unable to obtain, defend and enforce our IP, we may experience accelerated and intensified competition. Also, if our products are found to infringe a third-party patent, we may be subject to monetary damages or compelled to cease sales of the infringing product. These negative outcomes could have an adverse material impact on our financial results.

D. Risk Factors

continued

Failure to meet our sustainability targets, regulatory requirements and stakeholder expectations with respect to the environment

Environmental issues will become more important as healthcare systems continue to adopt net-zero climate targets and environmental considerations are embedded in the public procurement of medicinal products and devices.<br><br>Investors, governments and non-governmental organisations will scrutinise our environmental targets and performance.<br><br>Specific materials used to manufacture medicines, or used as excipients or propellants, are coming under increased regulation and may be subject to time-limited exemptions or potential phase-out.<br><br>The physical impacts of climate change could impact the resilience of our business operations and supply chain.<br><br>		Investors are increasingly focusing on environmental issues. We continue to see an increased requirement to quantify the impact of specific environmental issues and to disclose our strategy, targets and performance.<br><br>Failure to maximise our sustainability credentials could expose us to increased regulatory risk and put us at a commercial disadvantage relative to our peers. This could adversely impact our financial results and lead to reputational damage.<br><br>Failure to proactively manage the physical risks associated with climate change could impact the resilience of our operations and supply chain. This could result in supply interruptions, loss of stock and adversely impact our financial results.<br><br>

Failure to meet regulatory and ethical expectations on commercial practices, including anti-bribery/anti-corruption, anti-fraud and scientific exchanges

There remains an increased global focus on the implementation and enforcement of anti-bribery/anti-corruption and anti-fraud legislation. Three relevant pieces of legislation include the UK Bribery Act, the UK Economic Crime and Corporate Transparency Act and the US Foreign Corrupt Practices Act. Many other countries where we operate are also enforcing their own laws more aggressively and/or adopting tougher new measures. There has also been an increase in cooperation and coordination between regulators across countries with respect to investigation and enforcement. We have been the subject of anti-corruption investigations and there can be no assurance that we will not, from time to time, be subject to informal enquiries and formal investigations from governmental agencies. In the context of our business, governmental officials interact with us in various roles that are important to our operations, such as in the capacity of a regulator, partner or healthcare payer, reimburser or prescriber, among others. To the extent we are the subject of any such pending and material matters, details are included in “Financial Statements—Notes to the Group Financial Statements—Note 30 Commitments, contingent liabilities and contingent assets” on pages 181 to 189 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026.		Despite taking measures to prevent breaches of applicable anti-bribery/anti-corruption and anti-fraud laws by our personnel and associated third parties, breaches may still occur, potentially resulting in the imposition of significant penalties, such as fines, the requirement to comply with monitoring or self-reporting obligations, or debarment or exclusion from government sales or reimbursement programmes, any of which could materially adversely affect our reputation, business or results of operations.

Economic and financial risks		Impact
Geopolitical and/or macroeconomic volatility disrupts the operation of our global business

With an active presence in more than 80 countries, we are subject to political, socio-economic and financial factors around the world. A sustained global economic downturn, periods of high inflation, stagflation or large fluctuation in exchange rates may adversely impact financial markets and/or exacerbate pressure from governments and other healthcare payers on medicine prices and other cost control measures in order to limit healthcare spending.<br><br>Geopolitical tensions may lead to the imposition, alteration or escalation of trade controls, tariffs, taxes or other restrictions to market access which may increase our costs or reduce revenues.		A severe or prolonged economic downturn could result in a variety of risks to our business, including weakened demand for medicines and our ability to raise additional capital when needed or on favourable terms, if at all. A weak or declining economy could strain our suppliers, possibly resulting in supply disruption, or cause delays in payments for our services by third-party payers.<br><br>Measures taken to limit healthcare spending may lead to lower than anticipated rates of growth in some markets and limit the incentives to develop innovative medicines resulting in an adverse impact on revenues and profitability.<br><br>Any escalation in barriers to the global free flow of medicines could increase costs to serve affected markets which may lead to downward pressure on margins. While the introduction of severe sanctions would be unprecedented in relation to medicines, the landscape continues to evolve. It could occur if matters escalate significantly and could impact processes for the manufacture, distribution and commercialisation of medicines and levels of sales in affected markets.<br><br>Any of the foregoing could harm our business and we cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact our business.

D. Risk Factors

continued

Failure to achieve strategic plans or meet targets or expectations

When we communicate our business strategy, targets or performance expectations, all such statements are forward-looking and based on assumptions and judgements, all of which are subject to significant inherent risks and uncertainties.<br><br>		To achieve our strategic objectives, we must continue to develop commercially viable new products and successfully integrate new organisations we have acquired. There can be no guarantee that our strategy or expectations will materialise. Any failure to successfully implement our business strategy may frustrate the achievement of our financial targets, which may therefore materially damage our brand, business, financial position or results of operations.

Failure in internal control, financial reporting or the occurrence of fraud

Effective internal controls assist in the provision of reliable Financial Statements and the detection and prevention of fraud. Testing of internal controls provides only limited assurance over the accuracy of Financial Statements and may not prevent or detect misstatements or fraud.<br><br>The introduction of new legislation such as the failure to prevent fraud offence in the UK’s Economic Crime and Corporate Transparency Act may increase regulator focus on fraud.		Significant resources may be required to remediate any deficiency in internal controls. Any such deficiency may trigger related investigations and may result in fines being levied against individual directors or officers. Serious fraud may lead to prosecution of senior management. Any of the foregoing could adversely affect our financial results and lead to reputational damage.

Unexpected deterioration in the Group’s financial position

Movements in exchange rates against the US dollar, our reporting currency, impact our reported results. The key currencies of Product Sales and costs are: US dollar, euro, Chinese renminbi, pound sterling, Japanese yen, and Swedish krona.<br><br>Most of our cash is invested in AAA credit-rated institutional money market funds, fixed income securities issued by government, financial and non-financial entities, and collateralised and non-collateralised bank deposits. Our credit exposure is a mix of US, EU and rest of world default risk across these institutions.<br><br>We invest in many projects in an effort to develop a successful portfolio of approved products. Our Consolidated Statement of Financial Position therefore contains significant investments in intangible assets, including goodwill. Our ability to realise value on these investments depends on regulatory approvals, market acceptance, competition, and legal developments.<br><br>Our defined benefit post-retirement obligations (primarily in the UK and Sweden) can materially change in value but are largely backed by assets invested in growth and liability hedging portfolios, which hedge some of the risks inherent in liability valuations.<br><br>Although we maintain relevant insurance coverage for risks arising within the Group, we may not be able to maintain our insurance coverage at a reasonable cost or in sufficient amounts to protect us against losses.<br><br>Tax law is complex, leading to the risk of different interpretations. Revenue authorities can make conflicting claims to the profits taxed in individual countries leading to double taxation and the potential for fines and penalties. Tax laws can change following action by international bodies such as the Organisation for Economic Co-operation and Development or individual governments.		Foreign exchange rate movements may materially adversely affect our financial condition or results of operations.<br><br>In a sustained economic downturn, such institutions may cease to trade and there can be no guarantee that we will be able to access the full value of our investments.<br><br>We expect that some of our intangible assets will become impaired in the future. Impairment losses may materially adversely affect our financial condition or results of operations.<br><br>Solvency levels could fall, adversely impacting our financial position and requiring higher cash contributions if there are: falls in assets; increases in liability valuations (from falls in bond yields, increases in inflation or lower mortality); or changes in regulations. As liability valuation risks are hedged to a material level in some pension schemes, significant collateral may need to be posted to meet margin requirements, which in extreme circumstances, could lead to a short-term liquidity risk in these pension schemes and a request to the Group to provide temporary liquidity.<br><br>Uninsured losses, or those where an insurer denies coverage, could materially adversely affect our financial condition.<br><br>The resolution of tax disputes can result in incremental tax costs, a reallocation of profits or losses between jurisdictions, or even double taxation, fines and penalties. They are costly, divert management attention and may adversely affect our reputation.<br><br>If tax treaties are withdrawn or amended, or Competent Authorities are unable to reach an agreement that eliminates double taxation, this could materially adversely affect our financial position. For details of our financial risk management policies, see “Strategic Report—Financial Review—Financial risk management” on page 64 and for details of current tax disputes, see “Financial Statements—Notes to the Group Financial Statements—Note 30—Commitments, contingent liabilities and contingent assets—Tax” on pages 189 to 190 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026.<br><br>Changes in tax regimes could result in a material impact on the Group’s cash tax liabilities and tax charge, resulting in either an increase or a reduction in financial results.

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

AstraZeneca PLC was incorporated in England and Wales on June 17, 1992 under the Companies Act 1985. It is a public limited company domiciled in the United Kingdom. The Company’s registered number is 2723534 and its registered office is at 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge CB2 0AA, United Kingdom (Tel: +44 20 3749 5000). From February 1993 until April 1999, the Company was called Zeneca Group PLC. On April 6, 1999, the Company changed its name to AstraZeneca PLC.

The Company was formed when the pharmaceutical, agrochemical and specialty chemical businesses of Imperial Chemical Industries PLC were demerged in 1993. In 1999, the Company sold the specialty chemical business. Also in 1999, the Company merged with Astra of Sweden. In 2000, it demerged the agrochemical business and merged it with the similar business of Novartis to form a new company called Syngenta AG. In 2007, the Group acquired MedImmune, a biologics and vaccines business based in the United States. In 2021, the Group acquired Alexion, a rare disease business based in the United States.

In 1999, in connection with the merger between Astra and Zeneca, the Company’s share capital was redenominated in US dollars. On 6 April 1999, Zeneca shares were cancelled and US dollar-denominated shares issued, credited as fully paid on the basis of one dollar-denominated share for each Zeneca share then held.

This was achieved by a reduction of capital under section 135 of the UK Companies Act 1985. Upon the reduction of capital becoming effective, all issued and unissued Zeneca shares were cancelled and the sum arising as a result of the share cancellation credited to a special reserve, which was converted into US dollars at the rate of exchange prevailing on the record date. This US dollar reserve was then applied in paying up, at par, newly created US dollar-denominated shares.

At the same time as the US dollar shares were issued, the Company issued 50,000 Redeemable Preference Shares for cash, at par. The Redeemable Preference Shares carry limited class voting rights, no dividend rights and are capable of redemption, at par, at the option of the Company on the giving of seven days’ written notice to the registered holder of the Redeemable Preference Shares.

A total of 826 million Ordinary Shares were issued to Astra shareholders who accepted the merger offer before the final closing date, 21 May 1999. The Company received acceptances from Astra shareholders representing 99.6% of Astra’s shares and the remaining 0.4% was acquired in 2000, for cash.

In 2021, in connection with the acquisition of Alexion, a total of 236 million Ordinary Shares (the majority of which were represented by new AstraZeneca ADRs) were issued to Alexion shareholders in part consideration for the acquisition.

In 2026, the Company terminated its American Depositary Receipt (“ADR”) programme and directly listed all of its Ordinary Shares on the New York Stock Exchange. The effective date of the direct listing of the Ordinary Shares on the New York Stock Exchange was 2 February 2026.

The information (including tabular data) set forth under the headings “Strategic Report—Financial Review—Collaboration Revenue” on page 57, “Strategic Report—Financial Review—Restructuring” on page 59, “Strategic Report—Financial Review—Acquisitions treated as business combinations” and “—Acquisitions treated as asset acquisitions” on page 62, “Strategic Report—Financial Review—Investments, divestments and capital expenditure” on page 63, “Corporate Governance—Corporate Governance Report—Compliance with the UK Corporate Governance Code—Board leadership and Company purpose” on page 71 and “Additional Information—Important information for readers of this Annual Report—Information on websites” on page 228, in each case of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference. Additionally, the information set forth under the heading “Strategic Report—Financial Review” on pages 67 to 84 (excluding the information set forth under the subheadings “Full year 2025: additional commentary” and “Currency impact” on page 81) of AstraZeneca’s “Annual Report and Form 20-F Information 2024” included as exhibit 15.1 to the Form 20-F dated February 18, 2025 is incorporated herein by reference.

The United States Securities and Exchange Commission (the “SEC”) 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. 12

B. Business Overview

The information (including graphs and tabular data) set forth under the headings “Strategic Report—AstraZeneca at a Glance” on page 2, “Strategic Report—Chair’s Statement” on page 3, “Strategic Report—Chief Executive Officer’s Review” on pages 4 to 5, “Strategic Report—Financial highlights” on page 1, “Strategic Report—Healthcare in a Changing World” on pages 6 to 7, “Strategic Report—Our Purpose, Values and Business Model” on pages 8 to 9, “Strategic Report—Our Strategy and Key Performance Indicators” on pages 10 to 11, “Strategic Report—Therapy Area Review” on pages 12 to 25, “Strategic Report—Business Review” on pages 26 to 46, “Strategic Report—Risk Overview—Managing risk”, “—Emerging risks”, “—Climate risk”, “—Cybersecurity risk” on page 47, “Corporate Governance—Corporate Governance Report—Compliance with the UK Corporate Governance Code—Further information on risk management and controls—Global Compliance and GIA” on page 73, “Corporate Governance—Corporate Governance Report—Principal Decisions in 2025—Pipeline strengthening transactions” on page 77, “Financial Statements—Notes to the Group Financial Statements—Note 2—Revenue” on page 140 to 141, “Financial Statements—Notes to the Group Financial Statements—Note 7—Segment information” on pages 147 to 148, “Sustainability Statement” on pages 204 to 219, and “Additional Information—Important information for readers of this Annual Report—Statements of competitive position, growth rates and sales” on page 228, in each case of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference.

For the avoidance of doubt, KPMG’s Independent Sustainability Assurance Report is not included within this Form 20-F and therefore any references to this report (or the related assurance services) are not incorporated in, and do not form part of, this Form 20-F.

Development Pipeline as at February 10, 2026

This section sets out AstraZeneca-sponsored or -directed trial New Molecular Entities (“NMEs”) and significant indications.

Anticipated data timing and submission status is provided for assets in Phase III or beyond. As disclosure of compound information is balanced by the business need to maintain confidentiality, information in relation to some compounds listed here has not been disclosed at this time.

Key:

PP = Partnered product

Phase I

Compound	Mechanism	Additional Information	Area Under Investigation
Oncology
AZD0240	KRAS G12D armoured TCR-T		solid tumours
AZD0516	STEAP2 TOP1i ADC		prostate cancer
AZD0754	STEAP2 CAR-T		prostate cancer
AZD2068	EGFR/cMET actinium radioconjugate		solid tumours
AZD2284	STEAP2 actinium radioconjugate		prostate cancer
AZD2962	IRAK4 inhibitor		haematological malignancies
AZD3632	MENIN inhibitor		haematological malignancies
AZD4360	CLDN18.2 TOP1i ADC		solid tumours
AZD4512	CD22 TOP1i ADC	Modular Ph I/II open-label multi-center study	relapsed/refractory B-cell non-Hodgkin lymphoma
AZD5492	CD20 TITAN T-cell engager		haematology
AZD5863	CLDN18.2/CD3 bispecific antibody		solid tumours
AZD6621	STEAP2 T-cell engager		prostate cancer
AZD6750	CD8-guided IL2		solid tumours
AZD7003 (China)	GPC3 CAR-T		hepatocellular carcinoma/squamous non-small cell lung cancer
AZD8421	CDK2 inhibitor		solid tumours
AZD9750	AR PROTAC		prostate cancer
AZD9793	GPC3 T-cell engager		solid tumours
NT-112	KRAS G12D armoured TCR-T		solid tumours
NT-175	TP53 R175H armoured TCR-T		solid tumours
surovatamig	CD19/CD3 T-cell engager		r/r B-cell non-Hodgkin lymphoma
surovatamig SOUNDTRACK-E	CD19/CD3 T-cell engager		mature B-cell malignancies
volrustomig + lenvatinib	PD-1/CTLA-4 bispecific mAb + VEGFi		advanced renal cell carcinoma
volrustomig<br>eVOLVE-RCC02	PD-1/CTLA-4 bispecific mAb		1L advanced clear cell renal cell carcinoma
CVRM
AZD1613	PAPPA-1 mAb		ADPKD
AZD1705	lipid lowering		cardiovascular disease
AZD3974	anti-inflammatory and anti-fibrotic mechanism		cirrhosis
AZD4063	PLN		R14del dilated cardiomyopathy
AZD4144	NLRP3		cardiorenal disease
AZD4248	NNMT inhibitor		cardiorenal disease
AZD4954	Lp(a) inhibitor		dyslipidaemia
Respiratory & Immunology
AZD0120	CD19/BCMA CAR-T		systemic lupus erythematosus
AZD0120	CD19/BCMA CAR-T		autoimmune diseases
AZD0120	CD19/BCMA CAR-T		multiple sclerosis
AZD5492	CD20 TITAN T-cell engager		systemic lupus erythematosus
AZD6912	siRNA		rheumatoid arthritis
AZD8965	inhibition of arginase enzyme		idiopathic pulmonary fibrosis
surovatamig	CD19/CD3 T-cell engager		B-cell driven autoimmune disease
Rare Disease
ALXN2080	oral factor D inhibitor		healthy volunteers
ALXN2350 DCMRestore	AAV gene therapy		BAG3-associated dilated cardiomyopathy
AZD0120 ALACRITY	CD19/BCMA CAR-T		amyloid light-chain amyloidosis
AZD1390 AGILE	ATM inhibitor		glioblastoma

Phase II

Compound	Mechanism	Additional Information	Area Under Investigation
Oncology
AZD0120	CD19/BCMA CAR-T		multiple myeloma
AZD0305	GPRC5D MMAE ADC		relapsed/refractory multiple myeloma
AZD3470	PRMT5 inhibitor	cHL (Phase II), solid tumours (Phase I)	classic Hodgkin lymphoma, solid tumours
AZD9574	PARP1 inhibitor		advanced solid malignancies
camizestrant	ngSERD		HR+ HER2- breast cancer
FPI-2265	PSMA actinium radioconjugate	(PP)	prostate cancer
IPH5201 + Imfinzi	CD39 mAb + PD-L1 mAb	(PP)	neoadjuvant/adjuvant NSCLC
puxitatug samrotecan	B7-H4 TOP1i ADC		solid tumours
rilvegostomig ARTEMIDE-01	PD-1/TIGIT bispecific mAb	(PP)	solid tumours
saruparib	PARP1 inhibitor		solid tumours
sonesitatug vedotin	CLDN18.2 MMAE ADC		solid tumours
surovatamig SOUNDTRACK-B	CD19/CD3 T-cell engager		B-cell non-Hodgkin lymphoma
surovatamig SYRUS	CD19/CD3 T-cell engager		B-cell acute lymphoblastic leukaemia
tilatamig samrotecan	EGFR/cMET TOP1i ADC		solid tumours
torvutatug samrotecan (AZD5335)	anti-FRα TOP1i ADC		ovarian cancer, solid tumours
volrustomig	PD-1/CTLA-4 bispecific mAb		solid tumours
volrustomig CANTOR	PD-1/CTLA-4 bispecific mAb		colorectal cancer (mCRC)
volrustomig eVOLVE-01	PD-1/CTLA-4 bispecific mAb		NSCLC
volrustomig eVOLVE-02	PD-1/CTLA-4 bispecific mAb		cervical cancer, head and neck squamous cell carcinoma
CVRM
AZD2389	anti-fibrotic mechanism		metabolic dysfunction-associated steatohepatitis
AZD5462	RXFP1 agonist	(PP)	heart failure
AZD6234	peptide		chronic weight management in overweight or obesity
AZD9550 + AZD6234	GLP-1R glucagon dual agonist + selective amylin agonist		obesity
balcinrenone/dapagliflozin	MR antagonist/modulator + SGLT2 inhibitor		CKD
elecoglipron (AZD5004)	oral GLP-1 receptor agonist		T2D/chronic weight management
opemalirsen	podocyte health		nephropathy
Respiratory & Immunology
atuliflapon	FLAP inhibitor		asthma
AZD1163	anti-PAD2/4 bispecific antibody		rheumatoid arthritis
AZD4604	inhaled JAK1 inhibitor		asthma
AZD6793	IRAK4 inhibitor		COPD
AZD7798	humanised monoclonal antibody targets T-cells subset		Crohn’s disease
AZD8630	inhaled TSLP FAb	(PP)	asthma
tozorakimab	IL-33 mAb		asthma
Vaccines & Immune Therapies
AZD0292	pseudomonas Psl-PcrV bispecific mAb		bronchiectasis
AZD5148	anti-clostridioides difficile TcdB mAb		reduction of C. diff recurrence
AZD7760	mAb combination targeting S aureus virulence factors		prevention of Staph aureus infection
Rare Disease
ALXN1920<br>AUTUMN	kidney-targeted factor H fusion protein		primary membranous nephropathy
ALXN2030 CONCORD	siRNA targeting complement C3		antibody mediated rejection
ALXN2420<br>ASTERIA	growth hormone receptor antagonist		acromegaly
tarperprumig I TRANSCEND	kinase inhibitor		ANCA-associated vasculitis

Phase III/Pivotal Phase II/Registration (listed until launched in all applicable major markets)

Compound	Mechanism	Additional Information	Area Under Investigation	Data readout/submission status
Oncology
camizestrant + CDK4/6i SERENA-6	ngSERD + CDK4/6i		1L HR+ HER2- ESR1m advanced breast cancer	Accepted
camizestrant + palbociclib SERENA-4	ngSERD + CDK4/6i		1L HR+ HER2- advanced breast cancer	H2 2026
camizestrant +/- abemaciclib CAMBRIA-2	ngSERD + CDK4/6i		adjuvant HR+ HER2- early breast cancer	>2027
camizestrant CAMBRIA-1	ngSERD		adjuvant switch HR+ HER2- early breast cancer	2027
Imfinzi + Imjudo HIMALAYA	PD-L1 mAb + CTLA-4 mAb		1L unresectable HCC	Launched
Imfinzi +/- oleclumab +/- monalizumab PACIFIC-9	PD-L1 mAb +/- CD73 mAb +/- NKG2A mAb	(PP)	unresectable stage III NSCLC	H2 2026
puxitatug samrotecan Bluestar-Endometrial01	B7-H4 TOP1i ADC		2-3L B7-H4+ endometrial cancer	2027
rilvegostomig + bevacizumab +/- Imjudo ARTEMIDE-HCC01	PD-1/TIGIT bispecific mAb +VEGFi +/- CTLA-4 mAb	(PP)	1L HCC	>2027
rilvegostomig + CTx ARTEMIDE-Biliary01	PD-1/TIGIT bispecific mAb + CTx	(PP)	adjuvant biliary tract cancer	>2027
rilvegostomig + CTx ARTEMIDE-Lung02	PD-1/TIGIT bispecific mAb + CTx	(PP)	1L PD-L1 TC ≥1% SQ NSCLC	>2027
rilvegostomig + Enhertu ARTEMIDE-Gastric01	PD-1/TIGIT bispecific mAb + HER2 TOP1i ADC	(PP)	1L HER2+ gastric cancer	>2027
rilvegostomig ARTEMIDE-Biliary02	PD-1/TIGIT bispecific mAb	(PP)	metastatic biliary tract cancer	>2027
rilvegostomig ARTEMIDE-Lung03	PD-1/TIGIT bispecific mAb	(PP)	1L PD-L1 TC ≥1% NSQ NSCLC	>2027
rilvegostomig ARTEMIDE-Lung04	PD-1/TIGIT bispecific mAb	(PP)	1L PD-L1≥50% NSCLC	>2027
saruparib + ADT +/- abiraterone EvoPAR-Prostate02	PARP1 inhibitor + ADT +/- NHA		localised/locally advanced BRCAm prostate cancer	>2027
saruparib + camizestrant EvoPAR-Breast01	PARP1 inhibitor + ngSERD		BRCA/PALB2m HR+ HER2- metastatic breast cancer	>2027
saruparib + NHA EvoPAR-Prostate01	PARP1 inhibitor + NHA		HRRm/non-HRRm mCSPC	>2027
sonesitatug vedotin CLARITY-Gastric01	CLDN18.2 MMAE ADC		2L+ CLDN18.2+ gastric cancer	H1 2026
surovatamig SOUNDTRACK-D2	CD19/CD3 T-cell engager		1L elderly DLBCL	>2027
surovatamig SOUNDTRACK-F1	CD19/CD3 T-cell engager		follicular lymphoma	>2027
torvutatug samrotecan (AZD5335) TREVI-OC-01	anti-FRα TOP1i ADC		ovarian cancer	>2027
volrustomig eVOLVE-Cervical	PD-1/CTLA-4 bispecific mAb		high-risk locally advanced cervical cancer	2027
volrustomig eVOLVE-HNSCC	PD-1/CTLA-4 bispecific mAb		unresected locally advanced head and neck squamous cell carcinoma	>2027
volrustomig eVOLVE-Lung02	PD-1/CTLA-4 bispecific mAb		1L metastatic NSCLC	2027
volrustomig eVOLVE-Meso	PD-1/CTLA-4 bispecific mAb		1L unresectable malignant pleural mesothelioma	>2027
volrustomig eVOLVE-Meso	PD-1/CTLA-4 bispecific mAb		1L unresectable malignant pleural mesothelioma	>2026
CVRM
balcinrenone/dapagliflozin	MR antagonist/modulator + SGLT2 inhibitor		heart failure with CKD	2027
baxdrostat BaxHTN Bax24 BaxAsia	aldosterone synthase inhibitor		hypertension	Accepted
baxdrostat BaxPA	aldosterone synthase inhibitor		primary aldosteronism	>2027
baxdrostat/dapagliflozin	aldosterone synthase inhibitor and reversible inhibitor of SGLT2		CKD	>2027
baxdrostat/dapagliflozin	aldosterone synthase inhibitor and reversible inhibitor of SGLT2		prevention of heart failure	>2027
laroprovstat AZURE	PCSK9 inhibitor		dyslipidaemia	2027
Wainua	ligand-conjugated antisense	(PP)	patients with hereditary transthyretin-mediated amyloid polyneuropathy (ATTRv-PN)	Launched
zibotentan/dapagliflozin	endothelin A receptor antagonist/SGLT2 inhibitor		CKD with high proteinuria	2027
Respiratory & Immunology
Saphnelo TULIP 1 & TULIP 2 AZALEA (China)	type I IFN receptor mAb	(PP)	systemic lupus erythematosus	Launched
Tezspire NAVIGATOR DIRECTION (China)	TSLP mAb	(PP)	severe uncontrolled asthma	Launched
tozorakimab OBERON TITANIA PROSPERO MIRANDA	IL-33 mAb		chronic obstructive pulmonary disease	H1 2026
tozorakimab TILIA	IL-33 mAb		severe viral lower respiratory tract disease	H2 2026
Vaccines & Immune Therapies
Kavigale SUPERNOVA	SARS-CoV-2 LAAB		prevention of COVID-19	Launched
Rare Disease
anselamimab CARES	fibril-reactive mAb		amyloid light-chain amyloidosis	Accepted
cliramitug DepleTTR-CM	transthyretin depleter	(PP)	transthyretin amyloid cardiomyopathy	2027
efzimfotase alfa HICKORY (301), MULBERRY (305), CHESTNUT (303)	next generation TNSALP ERT		hypophosphatasia	H1 2026
eneboparatide CALYPSO	parathyroid hormone receptor 1		hypoparathyroidism	Q1 2025
gefurulimab PREVAIL	novel anti-C5, dual binding, nanobody		generalised myasthenia gravis	Accepted

Anticipated data timing and submission status is provided for assets in Phase III or beyond. Projects in Phase III unless otherwise noted.

Compound	Mechanism	Additional Information	Area Under Investigation	Data readout/submission status

Oncology
Calquence + R-CHOP ESCALADE	BTK inhibitor + R-CHOP		1L DLBCL	2027
Calquence + venetoclax + obinutuzumab AMPLIFY	BTK inhibitor + BCL-2 inhibitor + anti-CD20 mAb		1L CLL	Launched
Calquence ECHO	BTK inhibitor	(PP)	1L MCL	Launched
Datroway + Imfinzi + CTx AVANZAR	TROP2 TOP1i ADC + PD-L1 mAb + CTx	(PP)	1L NSQ/NSQ TROP2+ NSCLC	H2 2026
Datroway + Imfinzi TROPION-Breast04	TROP2 TOP1i ADC + PD-L1 mAb	(PP)	neo/adjuvant TNBC or HR-low/HER2- breast cancer	>2027
Datroway + Imfinzi TROPION-Breast05	TROP2 TOP1i ADC + PD-L1 mAb	(PP)	1L PD-L1 CPS ≥10 TNBC	2027
Datroway + pembrolizumab TROPION-Lung07	TROP2 TOP1i ADC + PD-1 mAb	(PP)	1L PD-L1 <50% NSQ NSCLC	H2 2026
Datroway + pembrolizumab TROPION-Lung08	TROP2 TOP1i ADC + PD-1 mAb	(PP)	1L PD-L1 TPS ≥50% NSQ NSCLC	H2 2026
Datroway + rilvegostomig TROPION-Lung10	TROP2 TOP1i ADC + PD-1/TIGIT bispecific mAb	(PP)	1L PD-L1 ≥50% NSQ NSCLC	>2027
Datroway + Tagrisso TROPION-Lung14	TROP2 TOP1i ADC + EGFR TKI	(PP)	1L EGFRm NSCLC	>2027
Datroway + Tagrisso TROPION-Lung15	TROP2 TOP1i ADC + EGFR TKI	(PP)	2L EGFRm NSCLC	H2 2026
Datroway +/- Imfinzi TROPION-Breast03	TROP2 TOP1i ADC +/- PD-L1 mAb	(PP)	post-neoadjuvant TNBC with residual disease	2027
Datroway TROPION-Breast02	TROP2 TOP1i ADC	(PP)	1L TNBC not candidates for IO	Accepted
Datroway TROPION-Lung05	TROP2 TOP1i ADC	(PP)	advanced or metastatic EGFRm NSCLC progressed on prior systemic therapies including TKIs and platinum-based chemotherapy	Launched
Enhertu (platform) DESTINY-Breast07	HER2 TOP1i ADC	(PP) Phase II LCM	HER2+ breast cancer
Enhertu + rilvegostomig DESTINY-BTC01	HER2 TOP1i ADC + PD-1/TIGIT bispecific mAb	(PP)	1L HER2+ biliary tract cancer	>2027
Enhertu + rilvegostomig/ pembrolizumab DESTINY-Endometrial01	HER2 TOP1i ADC + PD-1/TIGIT bispecific mAb/PD-1 mAb	(PP)	1L HER2+ pMMR endometrial cancer	>2027
Enhertu + pertuzumab DESTINY-Breast09	HER2 TOP1i ADC	(PP)	1L HER2+ breast cancer	Launched
Enhertu DESTINY-Breast05	HER2 TOP1i ADC	(PP)	post-neoadjuvant high-risk HER2+ early breast cancer	Q3 2025
Enhertu DESTINY-Breast06	HER2 TOP1i ADC	(PP)	post-ET HR+ HER2-low/ultralow breast cancer	Launched
Enhertu DESTINY-Endometrial02	HER2 TOP1i ADC	(PP)	adjuvant endometrial cancer	>2027
Enhertu DESTINY-Gastric04	HER2 TOP1i ADC	(PP)	2L HER2+ gastric cancer	Launched
Enhertu DESTINY-Lung04	HER2 TOP1i ADC	(PP)	1L HER2m NSCLC	H1 2026
Enhertu DESTINY-PanTumor03 (China)	HER2 TOP1i ADC	(PP) Phase II LCM	HER2 expressing solid tumours
Enhertu followed by THP DESTINY-Breast11	HER2 TOP1i ADC	(PP)	neoadjuvant high-risk HER2+ early breast cancer	Accepted
Enhertu DESTINY-PanTumor01	HER2 TOP1i ADC	(PP) Phase II LCM	HER2m solid tumours
Enhertu DESTINY-PanTumor02	HER2 TOP1i ADC	(PP) Phase II LCM	HER2 expressing solid tumours	Launched
Imfinzi + BCG POTOMAC	PD-L1 mAb + BCG		non-muscle invasive bladder cancer	Accepted
Imfinzi + CRT KUNLUN	PD-L1 mAb + CRT		locally advanced ESCC	H2 2026
Imfinzi + CRT PACIFIC-5 (China)	PD-L1 mAb + CRT	(PP)	locally advanced stage III NSCLC	Launched
Imfinzi + CTx +/- Lynparza DUO-E	PD-L1 mAb + CTx +/- PARP inhibitor	(PP)	1L endometrial cancer	Launched
Imfinzi + CTx NIAGARA	PD-L1 mAb + CTx		muscle invasive bladder cancer (cis-eligible)	Launched
Imfinzi + domvanalimab following cCRT PACIFIC-8	PD-L1 mAb + TIGIT following cCRT	(PP)	unresectable stage III NSCLC	>2027
Imfinzi + EV +/- Imjudo VOLGA	PD-L1 mAb + nectin-4 targeting MMAE ADC +/- CTLA-4 mAb		muscle invasive bladder cancer (cis-ineligible/refusal)	H1 2026
Imfinzi + FLOT MATTERHORN	PD-L1 mAb + CTx	(PP)	resectable early gastric cancer	Launched
Imfinzi + Imjudo + SoC NILE	PD-L1 mAb + CTLA-4 mAb + SoC		1L urothelial cancer	H1 2026
Imfinzi + Imjudo + TACE +/- lenvatinib EMERALD-3	PD-L1 mAb + CTLA-4 mAb +/- chemoembolisation +VEGFi		locoregional HCC	H1 2026
Imfinzi + SBRT PACIFIC-4	PD-L1 mAb + SBRT	(PP)	stage I/II NSCLC	>2027
Imfinzi + VEGF + TACE EMERALD-1	PD-L1 mAb +VEGFi +TACE		locoregional HCC	Q4 2023
Imfinzi +/- bevacizumab EMERALD-2	PD-L1 mAb +/- VEGFi		adjuvant HCC	H2 2026
Imfinzi +/- Imjudo + CTx POSEIDON	PD-L1 mAb +/- CTLA-4 mAb + CTx		1L NSCLC	Launched
Imfinzi combinations BEGONIA	PD-L1 mAb + paclitaxel/novel oncology therapies	Phase II LCM	1L TNBC
Imfinzi combinations HUDSON	PD-L1 mAb + novel oncology therapies	Phase II LCM	post-IO NSCLC
Imfinzi combinations NeoCOAST-2	PD-L1 mAb + novel oncology therapies	(PP) Phase II LCM	resectable NSCLC
Lynparza MONO-OLA1	PARP inhibitor	(PP)	1L BRCAwt ovarian cancer	H2 2026
Orpathys + Imfinzi SAMETA	METi + PD-L1 mAb	(PP)	1L papillary renal cell carcinoma	H1 2026
Tagrisso + Orpathys SAFFRON	EGFR TKI +METi	(PP)	advanced EGFRm NSCLC	H2 2026
Tagrisso + Orpathys SAVANNAH	EGFR TKI +METi	(PP) Phase II LCM	advanced EGFRm NSCLC
Tagrisso +/- CTx NeoADAURA	EGFR TKI +/- CTx		neoadjuvant stage II/III resectable EGFRm NSCLC	Q4 2024
Tagrisso ADAURA2	EGFR TKI		EGFRm NSCLC stage Ia2-Ia3 following complete tumour resection	2027
Tagrisso combinations ORCHARD	EGFR TKI + multiple novel ONC therapies	(PP) Phase II LCM	2L EGFRm osimertinib-resistant NSCLC
Truqap	AKT inhibitor	Phase II LCM	prostate cancer
Truqap + abiraterone CAPItello-281	AKT inhibitor + NHA		PTEN deficient mHSPC	Accepted
Truqap + Faslodex + palbociclib CAPItello-292	AKT inhibitor + SERD + CDK4/6i		1L early relapse/ET resistant advanced HR+ breast cancer	2027
CVRM
Wainua	ligand-conjugated antisense	(PP)	patients with hereditary or wild-type transthyretin-mediated amyloid cardiomyopathy (ATTR CM)	H2 2026

Compound	Mechanism	Additional Information	Area Under Investigation	Data readout/submission status

Respiratory & Immunology
Breztri/Trixeo (PT010) KALOS LOGOS	LABA/LAMA/ICS		asthma	Accepted
Breztri/Trixeo ATHLOS	LABA/LAMA/ICS		COPD cardiopulmonary exercise test (CPET) trial	H1 2026
Breztri/Trixeo THARROS	LABA/LAMA/ICS	(PP)	cardiopulmonary outcomes trial in COPD	>2027
Fasenra MANDARA	IL-5R mAb		eosinophilic granulomatosis with polyangiitis	Launched
Fasenra NATRON	IL-5R mAb		hypereosinophilic syndrome	Accepted
Saphnelo DAISY	type I IFN receptor mAb	(PP)	systemic sclerosis	2027
Saphnelo IRIS	type I IFN receptor mAb	(PP)	lupus nephritis	2027
Saphnelo JASMINE	type I IFN receptor mAb	(PP)	myositis	2027
Saphnelo LAVENDER	type I IFN receptor mAb	(PP)	cutaneous lupus erythematosus	2027
Saphnelo TULIP-SC	type I IFN receptor mAb	(PP)	systemic lupus erythematosus (subcutaneous)	Launched
Tezspire CROSSING	TSLP mAb	(PP)	eosinophilic esophagitis	H2 2026
Tezspire EMBARK, JOURNEY	TSLP mAb	(PP)	chronic obstructive pulmonary disease	>2027
Tezspire WAYPOINT	TSLP mAb	(PP)	nasal polyps	Launched
Rare Disease
Koselugo KOMET	MEK inhibitor	(PP)	neurofibromatosis type 1 adult	Launched
Ultomiris	anti-complement C5 mAb		haematopoietic stem cell transplant– associated thrombotic microangiopathy	H1 2026
Ultomiris ARTEMIS	anti-complement C5 mAb		cardiac surgery-associated acute kidney injury	H2 2026
Ultomiris AWAKE	anti-complement C5 mAb		delayed graft function	>2027
Ultomiris I CAN	anti-complement C5 mAb		immunoglobulin A nephropathy	H1 2026

Patent Expiries of Key Marketed Products as at February 10, 2026

Patents covering our products are routinely challenged by third parties. Generic products may be launched ‘at risk’ and our patents may be revoked, circumvented or found not to be infringed. Details of material challenges by third parties can be found in “Financial Statements—Notes to the Group Financial Statements—Note 30—Commitments, contingent liabilities and contingent assets” on pages 181 to 183 and of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026, and incorporated by reference. The expiry dates shown below include granted Supplementary Protection Certificate (“SPC”) and Patent Term Extension (“PTE”) and/or Paediatric Exclusivity periods (as appropriate). In Europe, the exact SPC situation may vary by country as different patent offices grant SPCs at different rates. The expiry dates of relevant regulatory data exclusivity periods are not represented in the table below. A number of our products are subject to generic competition in one or more markets. There may be agreements permitting generic or biosimilar entry prior to the expiry dates shown below. Bolded expiry dates relate to new molecular entity patents. The remaining dates relate to other patents.


																Aggregate Product
											US					Sales Ex-US
											Product Sales m					m
Key marketed products	Description		US		China		EU^1^		Japan		2025	2024		2023		2025	2024		2023
Oncology
Calquence (acalabrutinib)	A selective inhibitor of Bruton’s tyrosine kinase indicated for the treatment of chronic lymphocytic leukaemia (CLL) and mantle cell lymphoma (MCL) and in development for the treatment of multiple B-cell malignancies.	****	2026-2032, 2032-2036		2032, 2036		2032-2035, 2035^2^-2036		2037, 2036		2,339	2,190		1,815		1,179	939		699
Datroway ^3^ (datopotamab deruxtecan)	A TROP2-directed antibody drug conjugate (ADC) indicated for patients with previously treated metastatic HR-positive, HER2-negative breast cancer and for patients with previously treated advanced epidermal growth factor receptor mutated (EGFRm) non-small cell lung cancer (NSCLC).	****	2034	****	2034		2034			^4^	—	—		—		2	—		—
Enhertu ^5^ (trastuzumab deruxtecan)	A HER2-directed ADC indicated for HER2- positive, HER2-low and HER2-ultralow advanced breast cancers, for HER2- mutant metastatic NSCLC, and for HER2-positive advanced gastric cancer. Also indicated for metastic HER2-positive solid tumours (tumour agnostic).		2033, 2035		2033-2035		2033-2035			^4^	—	—		—		977	545		261
Imfinzi (durvalumab)	A human monoclonal antibody (mAb) that blocks PD-1 and CD80 on T-cells indicated for unresectable, Stage III NSCLC; resectable NSCLC in combination with neoadjuvant chemotherapy; metastatic NSCLC in combination with Imjudo and chemotherapy; extensive-stage small cell lung cancer (SCLC) in combination with chemotherapy; limited-stage SCLC; advanced biliary tract cancer (BTC) in combination with chemotherapy; unresectable hepatocellular carcinoma (uHCC) in combination with Imjudo; in a perioperative regimen with FLOT chemotherapy in resectable, early-stage and locally advanced gastric and gastroesophageal junction (GEJ) cancers; endometrial cancer in combination with Lynparza and chemotherapy; and for muscle-invasive bladder cancer (MIBC).	****	2031	****	2030	****	2030	****	2033		3,509	2,603		2,171		2,554	2,114		1,848
Imjudo ^6^ (tremelimumab)	A cytotoxic T-lymphocyte-associated antigen 4 blocking antibody indicated for uHCC in combination with Imfinzi and for NSCLC in combination with Imfinzi and chemotherapy.		2034		2026		2026		2031		227	180		146		119	101		72
Lynparza ^7^ (olaparib)	An oral poly (ADP-ribose) polymerase (PARP) inhibitor indicated for platinum-sensitive relapsed ovarian cancer, for 1st-line BRCA-mutated (BRCAm) ovarian cancers, for homologous recombination repair deficient (HRD)-positive advanced ovarian cancer in combination with bevacizumab, for gBRCAm, HER2- negative early and metastatic breast cancers, for gBRCAm metastatic pancreatic cancer, for HRR gene-mutated and BRCAm metastatic castration-resistant prostate cancers (mCRPC), for 1st-line mCRPC in combination with abiraterone, and as maintenance treatment after treatment with platinum-based chemotherapy in combination with Imfinzi in advanced or recurrent mismatch repair proficient (pMMR) endometrial cancer.		2027, 2027-2041		2027-2029		2029, 2027-2029		2029, 2027-2034		1,434	1,332		1,254		1,845	1,740		1,557
Tagrisso (osimertinib)	An EGFR-TKI indicated for early- and late-stage EGFRm NSCLC.		2032, 2035		2032^8^, 2035	^8^	2032, 2035		2034, 2035		3,064	2,763		2,276		4,190	3,817		3,523
Truqap (capivasertib)	A first-in-class, potent, adenosine triphosphate (ATP)-competitive inhibitor approved in combination with Faslodex for HR-positive, HER2-negative advanced breast cancer with certain gene alterations.		2028-2030, 2025-2033		2028, 2033		2028, 2025-2033		2033		586	408		6		142	22		—
CVRM
Brilinta/Brilique (ticagrelor)	An oral P2Y12 platelet inhibitor for acute coronary syndromes (ACS) (ticagrelor 90mg) or continuation therapy in high-risk patients (ticagrelor 60mg) with a history of myocardial infarction (MI). An oral P2Y12 platelet inhibitor for the prevention of atherothrombotic events in adult patients with ACS or high-risk patients with history of MI, high-risk patients with coronary artery disease or stroke.	****	2025, 2030-2036	****	2037	****	2025, 2037	****	2025-2030		393	751		744		430	582		580
Farxiga/Forxiga^9^ (dapagliflozin)	A sodium-glucose cotransporter 2 (SGLT- 2 inhibitor) indicated for adult patients with type-2 diabetes (T2D) or in adults with or without T2D with heart failure with reduced ejection fraction or chronic kidney disease (CKD). Approved in the US to improve glycaemic control in paediatric patients with T2D aged 10 years and older.		2026, 2025-2041		2027^8^, 2028^8^, 2040^8^, 2041		2028, 2027, 2028^2^, 2041		2025, 2028-2040		1,730	1,750		1,451		6,670	5,906		4,512
Xigduo/ Xigduo XR ^10^ (dapagliflozin/ metformin)	Combines dapagliflozin and metformin as either Xigduo – to improve glycaemic control in adults with T2D who are inadequately controlled on metformin alone, or Xigduo XR– an extended release tablet for adults with T2D who are inadequately controlled on metformin alone.	****	2026, 2027-2031		2027, 2030		2028, 2027^2^, 2030		2025, 2027-2030		—	—		—		—	—		—
Lokelma (sodium zirconium cyclosilicate)	An insoluble, non-absorbed sodium zirconium cyclosilicate, formulated as a powder for oral suspension, that acts as a highly selective potassium-removing agent for the treatment of hyperkalaemia.	****	2032-2035	****	2033	^8^	2032	****	2035-2037		301	256		214		397	286		198
Roxadustat ^11^	An oral hypoxia-inducible factor prolyl hydroxylase inhibitor indicated for the treatment of anaemia from CKD.	****		^4^	2033	^8^		^4^		^4^	—	—	^^	—	^^	274	331	^^	271
Wainua/ Wainzua (eplontersen)	Wainua injection, for subcutaneous use, is a prescription medicine used to treat adults with stage one or two polyneuropathy of hereditary transthyretin-mediated amyloidosis.		2025-2034		2034-2035		2034		2034		204	85		—		8	—		—

All values are in US Dollars.


													Aggregate Product
										US			Sales Ex-US
										Product Sales (m)			(m)
Key marketed products	Description		US		China	EU^1^		Japan		2025	2024	2023	2025	2024	2023
Respiratory & Immunology
Airsupra (albuterol/ budesonide)	A first-in-class, fixed-dose combination rescue medication for asthma in the US containing a short-acting beta2-agonist (SABA) and an anti-inflammatory inhaled corticosteroid (ICS), for the as-needed treatment or prevention of bronchoconstriction and to reduce the risk of exacerbations, developed in a pressurised metered-dose inhaler (pMDI) using AstraZeneca’s Aerosphere delivery technology.	****	2030	****	2030			2030		162	66	—	4	—	—
Breztri/Trixeo Aerosphere (budesonide/ glycopyrrolate/ formoterol)	A fixed-dose triple combination of an ICS, a long-acting muscarinic antagonist (LAMA) and a long-acting beta2-agonist (LABA) delivered in an Aerosphere pMDI, used for the long-term maintenance treatment of chronic obstructive pulmonary disease (COPD).	****	2030-2038	****	2030-2038	2030-2038		2030-2038		614	516	383	585	462	294
Fasenra (benralizumab)	A mAb which directly targets and depletes eosinophils by recruiting natural killer cells and inducing apoptosis (programmed cell death). Approved as an add-on maintenance treatment for severe eosinophilic asthma and for eosinophilic granulomatosis with polyangiitis (EGPA).	****	2028-2034	****	2028	2025, 2028-2034		2025, 2034		1,195	1,049	992	786	640	561
Saphnelo (anifrolumab)	A first-in-class fully human mAb for moderate to severe systemic lupus erythematosus (SLE) that binds to subunit 1 of the type I IFN receptor, blocking the activity of type I IFNs. Type I IFNs such as IFN-alpha, IFN-beta and IFN-kappa are cytokines involved in driving the inflammatory pathways implicated in SLE.	****	2025-2029, 2033-2036	****	2025-2029	2025-2029 2036-2042	^2^	2030-2034, 2033-2036		596	425	260	90	49	20
Symbicort (budesonide/ formoterol)	A combination of an ICS and a fast-onset LABA to treat asthma and/or COPD, either as Symbicort Turbuhaler or Symbicort pMDI.	****	2025-2029	**** ^12^	expired	expired		expired		1,193	1,187	726	1,692	1,692	1,636
Tezspire ^13^ (tezepelumab)	A first-in-class human mAb that inhibits the action of thymic stomal lymphopoietin, a key epithelial cytokine that sits at the top of multiple inflammatory cascades and is critical in the initiation and persistence of allergic, eosinophilic and other types of epithelial inflammation associated with severe asthma, chronic rhinosinusitis with nasal polyps (CRSwNP). Approved for a broad population of severe asthma patients, without phenotype and biomarker limitation, and for CRSwNP. Developed in collaboration with Amgen Inc. (Amgen).	****	2033^14^, 2038	****	2028	2028		2028, 2038		—	—	—	458	248	86
Vaccines & Immune Therapies		****		****
Beyfortus ^15^ (nirsevimab)	A long-acting anti-RSV F mAb used to prevent RSV lower respiratory tract disease in neonates and infants during their first RSV season. Jointly developed and commercialised with Sanofi.	****	2028-2035, 2038-2040	****	2038	2035		2035, 2038		184	232	87	97	86	19
FluMist (live attenuated influenza vaccine)	A live attenuated vaccine indicated for active immunisation for the prevention of influenza disease caused by influenza A subtype viruses and type B viruses contained in the vaccine.		2025-2026		2025	2025		2025	^16^	28	28	23	244	230	193

All values are in US Dollars.


										Aggregate Product
							US			Sales Ex-US
							Product Sales (m)			(m)
Key marketed products	Description		US	China	EU^1^	Japan	2025	2024	2023	2025	2024	2023
Rare Disease
Koselugo ^17^ (selumetinib)	A kinase inhibitor that blocks specific enzymes (MEK1 and MEK2) for the treatment of patients with neurofibromatosis type 1 who have symptomatic, inoperable plexiform neurofibromas.		2028, 2026-2029	2026-2029	2029-2031	2029-2031	219	212	195	443	319	136
Soliris (eculizumab)	A C5 complement inhibitor for the treatment of paroxysmal nocturnal haemoglobinuria (PNH), atypical haemolytic uraemic syndrome (aHUS), generalised myasthenia gravis (gMG) and neuromyelitis optica spectrum disorder (NMOSD).		2027^18^, 2025-2032	2029	2027^19^, 2029	2032, 2029	1,092	1,523	1,734	745	1,065	1,411
Strensiq (asfotase alfa)	A targeted enzyme replacement therapy for patients with hypophosphatasia.	****	2025-2029, 2035-2038		2025-2031, 2036	2028, 2035-2036	1,332	1,167	937	346	249	215
Ultomiris (ravulizumab)	A long-acting C5 complement inhibitor for the treatment of PNH, aHUS, gMG and NMOSD.		2035, 2038-2041	2035, 2038	2035, 2038-2040	2038, 2038-2039	2,667	2,261	1,750	2,051	1,663	1,251
Voydeya ^20^ (danicopan)	A first-in-class oral, Factor D complement inhibitor for certain adults with PNH as add-on therapy to ravulizumab or eculizumab.	****	2035, 2038	2035	2035	2035	—	—	—	—	—	—

All values are in US Dollars.

Notes

Crestor, Nexium, Pulmicort, Seloken, Synagis and Zoladex are key marketed products which have lost patent protection in all major markets.

1	Expiry in major EU markets, which includes the UK.
2	The patent is the subject of a pending opposition proceeding at the European Patent Office (EPO).
---	---
3	AstraZeneca does not have commercialisation rights.
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4	AstraZeneca has recorded $77 million of Alliance Revenue in relation to Datroway in 2025 (2024: $nil; 2023: $nil), as per the “Financial Statements—Notes to the Group Financial Statements—Note 2—Revenue” on pages 140 to 141 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026.
---	---
5	AstraZeneca has recorded $1,798 million of Alliance Revenue in relation to Enhertu in 2025 (2024: $1,437 million; 2023: $1,022 million), as per the “Financial Statements—Notes to the Group Financial Statements—Note 2—Revenue” on pages 140 to 141 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026.
---	---
6	Prior to 2024, Imjudo Product Sales were included in the Imfinzi Product Sales figure within the “Financial Statements—Notes to the Group Financial Statements—Note 2—Revenue” on pages 140 to 141 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026.
---	---
7	In addition to any Product Sales, AstraZeneca has also recorded $nil of Collaboration Revenue in relation to Lynparza in 2025 (2024: $600 million; 2023: $245 million), as per the “Financial Statements—Notes to the Group Financial Statements—Note 2—Revenue” on pages 140 to 141 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026.
---	---
8	The patent is the subject of one or more proceedings on its validity.
---	---
9	AstraZeneca has recorded $87 million of Collaboration Revenue in relation to Farxiga/Forxiga in 2025 (2024: $56 million; 2023: $29 million), as per the “Financial Statements—Notes to the Group Financial Statements—Note 2—Revenue” on pages 140 to 141 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026.
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10	Xigduo/Xigduo XR revenues are combined with Farxiga/Forxiga.
---	---
11	AstraZeneca has recorded $2 million of Alliance Revenue in relation to roxadustat in 2025 (2024: $6 million; 2023: $5 million), as per the “Financial Statements—Notes to the Group Financial Statements—Note 2—Revenue” on pages 140 to 141 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026.
---	---
12	Patent expiry information relates to the Symbicort pMDI product, including any granted Paediatric Exclusivity term.
---	---
13	AstraZeneca has recorded $673 million of Alliance Revenue in relation to Tezspire in 2025 (2024: $436 million; 2023: $259 million), as per the “Financial Statements—Notes to the Group Financial Statements—Note 2—Revenue” on pages 140 to 141 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026.
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14	Date does not include patent term adjustment.
---	---
15	AstraZeneca has recorded $422 million of Alliance Revenue in relation to Beyfortus in 2025 (2024: $237 million; 2023: $57 million) and $nil of Collaboration Revenue in 2025 (2024: $167 million; 2023: $98 million), as per the “Financial Statements—Notes to the Group Financial Statements—Note 2—Revenue” on pages 140 to 141 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026.
---	---
16	Rights licensed to Daiichi Sankyo, Inc.
---	---
17	In addition to any Product Sales, AstraZeneca has also recorded $nil of Collaboration Revenue in relation to Koselugo in 2025 (2024: $100 million; 2023: $nil), as per the “Financial Statements—Notes to the Group Financial Statements—Note 2—Revenue” on pages 140 to 141 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026.
---	---
18	Settled with Amgen and Samsung Bioepis for licensed biosimilar entry date of 1 March 2025.
---	---
19	Settled with Amgen for licensed biosimilar entry date of November 2025.
---	---
20	Voydeya revenues are combined with Ultomiris.
---	---

Geographical Review

This section Item 4—“Information on the Company—Business Overview—Geographical Review” should be read in conjunction with Item 5—“Operating and Financial Review and Prospects—Operating Results” below.


		World						US				Emerging Markets						Europe						Established ROW
		Sales		Actual		CER		Sales		Actual		Sales		Actual		CER		Sales		Actual		CER		Sales		Actual		CER
2025		$m		%		%		$m		%		$m		%		%		$m		%		%		$m		%		%
Oncology:
Tagrisso		7,254		10		10		3,064		11		1,971		12		14		1,423		9		6		796		5		5
Imfinzi		6,063		29		28		3,509		35		640		34		38		1,239		31		26		675		(2)		(2)
Calquence		3,518		12		12		2,339		7		233		52		54		784		20		15		162		25		27
Lynparza		3,279		7		6		1,434		8		669		2		1		914		10		6		262		3		4
Enhertu		977		79		81		—		—		668		91		95		207		64		58		102		47		51
Zoladex		1,106		5		6		19		17		842		6		8		157		6		3		88		(11)		(10)
Truqap		728		69		68		586		44		23		n/m		n/m		85		n/m		n/m		34		n/m		n/m
Imjudo		346		23		23		227		26		22		40		43		52		43		38		45		(9)		(9)
Datroway		2		n/m		n/m		—		n/m		2		n/m		n/m		—		n/m		n/m		—		n/m		n/m
Others		425		(8)		(8)		9		(52)		280		(6)		(4)		19		(17)		(19)		117		(6)		(7)
Total Oncology	****	23,698		17		16		11,187		18		5,350		19		21		4,880		20		15		2,281		5		5
BioPharmaceuticals: CVRM
Farxiga		8,400		10		9		1,730		(1)		3,324		17		18		2,941		12		8		405		(3)		(3)
Crestor	****	1,216		5		6		45		(3)		1,041		11		12		1		(97)		(97)		129		(5)		(5)
Brilinta		823		(38)		(38)		393		(48)		273		(7)		(7)		147		(45)		(46)		10		(51)		(48)
Lokelma		698		29		28		301		18		129		50		52		129		39		34		139		29		28
Seloken		607		—		2		—		—		586		(1)		1		18		43		43		3		1		14
Roxadustat		274		(17)		(17)		—		—		274		(17)		(17)		—		—		—		—		—		—
Wainua		212		n/m		n/m		204		n/m		4		n/m		n/m		4		n/m		n/m		—		—		—
Others		534		(28)		(28)		49		(74)		262		4		5		158		(30)		(32)		65		(17)		(17)
Total CVRM	****	12,764		3		2		2,722		(11)		5,893		10		12		3,398		4		—		751		(2)		(2)
BioPharmaceuticals: Respiratory & Immunology
Symbicort		2,885		—		—		1,193		1		801		(1)		1		560		—		(3)		331		1		3
Fasenra		1,981		17		16		1,195		14		117		27		29		482		19		15		187		29		30
Breztri		1,199		23		22		614		19		298		22		22		191		33		29		96		30		30
Tezspire		458		85		80		—		—		40		n/m		n/m		297		90		83		121		51		51
Saphnelo		686		45		44		596		40		16		n/m		n/m		49		89		81		25		52		52
Pulmicort		518		(24)		(24)		5		(21)		414		(27)		(27)		63		(12)		(15)		36		(1)		1
Airsupra	****	166		n/m		n/m		162		n/m		4		n/m		n/m		—		—		—		—		—		—
Others		274		(31)		(32)		75		(55)		133		(21)		(21)		59		2		—		7		(5)		(2)
Total Respiratory & Immunology	****	8,167		10		10		3,840		12		1,823		(4)		(3)		1,701		20		16		803		17		18
BioPharmaceuticals: Vaccines & Immune Therapies	****
Beyfortus		281		(12)		(12)		184		(21)		—		—		—		94		12		12		3		58		53
Synagis		292		(35)		(34)		(3)		(57)		214		2		4		50		(56)		(57)		31		(76)		(76)
FluMist		272		6		3		28		1		5		n/m		n/m		210		3		(1)		29		19		19
Others		1		(96)		(96)		—		n/m		1		(45)		(48)		—		n/m		n/m		—		n/m		n/m
Total Vaccines & Immune Therapies	****	846		(20)		(20)		209		(26)		220		3		5		354		(13)		(15)		63		(60)		(60)
Rare Disease:
Ultomiris		4,718		20		19		2,667		18		261		84		90		1,053		19		15		737		16		15
Soliris	****	1,837		(29)		(28)		1,092		(28)		405		(9)		(1)		200		(52)		(53)		140		(32)		(31)
Strensiq		1,678		19		18		1,332		14		104		94		84		123		25		21		119		23		23
Koselugo		662		25		22		219		3		228		29		25		161		57		51		54		38		38
Others		231		11		10		113		14		40		16		18		67		1		(2)		11		23		23
Total Rare Disease	****	9,126		5		5		5,423		3		1,038		22		26		1,604		2		(1)		1,061		7		7
Other medicines
Nexium		816		(6)		(5)		67		(30)		611		3		5		50		(18)		(20)		88		(26)		(26)
Others	****	156		(24)		(24)		(4)		n/m		121		(16)		(15)		34		(21)		(21)		5		18		17
Total Other medicines	****	972		(9)		(8)		63		(43)		732		—		1		84		(19)		(20)		93		(25)		(24)
Total Product Sales		55,573		9		9		23,444		8		15,056		11		13		12,021		11		7		5,052		3		3


		World					US			Emerging Markets					Europe					Established ROW
		Sales	Actual		CER		Sales	Actual		Sales	Actual		CER		Sales	Actual		CER		Sales	Actual		CER
2024		m	%	****	%		m	%		m	%	****	%		m	%	****	%		m	%	****	%
Oncology:
Tagrisso		6,580	13		16		2,763	21		1,755	8		16		1,301	16		15		761	(3)		4
Imfinzi		4,717	17		21		2,603	20		479	35		59		948	28		27		687	(8)		(2)
Calquence		3,129	24		25		2,190	21		153	56		79		656	33		32		130	20		22
Lynparza		3,072	9		11		1,332	6		655	21		30		832	13		12		253	(10)		(5)
Enhertu		545	n/m		n/m		—	—		350	n/m		n/m		126	n/m		n/m		69	n/m		n/m
Zoladex		1,058	11		17		16	14		795	16		23		148	12		10		99	(16)		(12)
Imjudo		281	29		31		180	23		16	n/m		n/m		36	n/m		n/m		49	(5)		2
Truqap		430	n/m		n/m		408	n/m		2	n/m		n/m		12	n/m		n/m		8	n/m		n/m
Orpathys		44	(1)		1		—	—		44	(1)		1		—	—		—		—	—		—
Others		419	(19)		(14)		18	(51)		253	(18)		(12)		23	(30)		(30)		125	(13)		(6)
Total Oncology		20,275	18	****	21		9,510	23		4,502	18	****	28		4,082	23	****	22		2,181	(4)	****	2
BioPharmaceuticals:
CVRM
Farxiga		7,656	28		31		1,750	21		2,853	29		35		2,634	40		39		419	—		6
Brilinta		1,333	1		2		751	1		294	3		10		268	(1)		(2)		20	(17)		(16)
Crestor		1,153	4		8		46	(16)		934	8		12		37	(29)		(30)		136	(2)		5
Seloken/Toprol-XL		605	(5)		—		—	(42)		589	(5)		—		13	13		12		3	(53)		(44)
Lokelma		542	32		34		256	20		86	73		79		92	59		58		108	20		29
Roxadustat		331	22		24		—	—		331	22		24		—	—		—		—	—		—
Andexxa		219	20		22		81	7		3	n/m		n/m		80	30		28		55	22		31
Wainua		85	n/m		n/m		85	n/m		—	—		—		—	—		—		—	—		—
Others		524	(24)		(22)		106	(50)		249	(13)		(9)		146	(13)		(12)		23	18		20
Total CVRM		12,448	18	****	20		3,075	12		5,339	16	****	22		3,270	31	****	30		764	3	****	9
BioPharmaceuticals:
Respiratory & Immunology
Symbicort		2,879	22		25		1,187	63		805	7		16		559	2		1		328	(2)		—
Fasenra		1,689	9		9		1,049	6		92	44		55		404	14		13		144	1		6
Pulmicort		682	(4)		(1)		6	(77)		568	(1)		3		71	5		3		37	(12)		(10)
Breztri		978	44		46		516	35		245	52		57		143	78		77		74	41		47
Tezspire		248	n/m		n/m		—	—		11	n/m		n/m		156	n/m		n/m		81	n/m		n/m
Saphnelo		474	69		70		425	63		7	n/m		n/m		26	n/m		n/m		16	69		80
Airsupra		66	n/m		n/m		66	n/m		—	—		—		—	—		—		—	—		—
Others		400	(8)		(7)		167	7		169	(21)		(20)		57	5		4		7	(8)		(4)
Total Respiratory & Immunology		7,416	21	****	23		3,416	34		1,897	7	****	13		1,416	22	****	21		687	10	****	14
BioPharmaceuticals: Vaccines & Immune Therapies
Synagis		447	(18)		(14)		(8)	n/m		210	8		17		116	(34)		(35)		129	(27)		(22)
Beyfortus		318	n/m		n/m		232	n/m		—	n/m		n/m		84	n/m		n/m		2	n/m		n/m
FluMist		258	19		15		28	19		1	28		30		204	8		4		25	n/m		n/m
COVID-19 mAbs		31	(76)		(76)		28	n/m		—	n/m		n/m		3	(74)		(75)		—	n/m		n/m
Others		4	(68)		(68)		—	—		2	(82)		(82)		2	10		14		—	n/m		n/m
Total Vaccines & Immune Therapies		1,058	5	****	6		280	n/m		213	1	****	9		409	3	****	1		156	(47)	****	(44)
Rare Disease:
Ultomiris		3,924	32		34		2,261	29		141	n/m		n/m		884	32		31		638	34		43
Soliris		2,588	(18)		(14)		1,523	(12)		443	4		34		416	(38)		(38)		206	(35)		(32)
Strensiq		1,416	23		24		1,167	25		54	33		43		99	11		10		96	12		18
Koselugo		531	60		66		212	9		177	n/m		n/m		103	93		92		39	62		73
Kanuma		209	22		24		100	17		34	19		28		66	35		35		9	11		15
Total Rare Disease		8,668	12	****	14		5,263	12		849	36	****	63		1,568	3	****	2		988	8	****	15
Other medicines
Nexium		867	(8)		(2)		96	(16)		591	2		11		60	13		11		120	(40)		(36)
Others		206	(11)		(9)		15	(20)		144	(6)		(4)		43	(17)		(17)		4	(44)		(41)
Total Other medicines		1,073	(9)	****	(4)		111	(17)		735	1	****	8		103	(2)	****	(3)		124	(40)	****	(36)
Total Product Sales		50,938	16	****	19		21,655	21		13,535	15	****	23		10,848	20	****	19		4,900	(3)	****	3

All values are in US Dollars.


		World						US				Emerging Markets						Europe						Established ROW
		Sales		Actual		CER		Sales		Actual		Sales		Actual		CER		Sales		Actual		CER		Sales		Actual		CER
2023		$m		%		%		$m		%		$m		%		%		$m		%		%		$m		%		%
Oncology:
Tagrisso		5,799		7		9		2,276		13		1,621		3		10		1,120		10		8		782		(8)		(1)
Imfinzi^1^		4,237		52		55		2,317		49		360		25		39		758		39		36		802		n/m		n/m
Lynparza		2,811		7		9		1,254		2		542		11		21		734		12		10		281		5		12
Calquence		2,514		22		23		1,815		10		98		n/m		n/m		493		72		69		108		58		65
Enhertu		261		n/m		n/m		—		—		169		n/m		n/m		60		n/m		n/m		32		n/m		n/m
Orpathys		44		34		42		—		—		44		34		42		—		—		—		—		—		—
Truqap		6		n/m		n/m		6		n/m		—		—		—		—		—		—		—		—		—
Zoladex		952		3		9		14		(4)		687		5		12		133		—		(1)		118		(4)		2
Faslodex		297		(11)		(6)		31		87		142		(11)		(6)		28		(49)		(50)		96		(7)		1
Others		224		(33)		(30)		6		(44)		165		(34)		(31)		6		(42)		(41)		47		(28)		(23)
Total Oncology		17,145		17		20		7,719		19		3,828		8		16		3,332		22		20		2,266		20		29
BioPharmaceuticals: CVRM
Farxiga		5,963		36		39		1,451		35		2,211		33		40		1,881		45		42		420		21		30
Brilinta	****	1,324		(2)		(1)		744		—		285		—		10		271		(4)		(5)		24		(49)		(47)
Lokelma		412		43		46		214		26		50		n/m		n/m		58		94		91		90		32		42
Roxadustat		271		38		45		—		—		271		38		45		—		—		—		—		—		—
Andexxa		182		21		23		75		(2)		—		—		—		62		50		47		45		39		50
Crestor		1,107		6		11		55		(16)		862		9		15		52		26		25		138		(7)		—
Seloken/Toprol-XL		640		(26)		(20)		1		n/m		621		(26)		(20)		11		(18)		(17)		7		(23)		(19)
Onglyza		227		(12)		(8)		49		(36)		131		8		16		32		(16)		(17)		15		(30)		(28)
Bydureon		163		(42)		(42)		133		(45)		3		12		12		27		(24)		(26)		—		—		—
Others		296		(19)		(17)		30		(10)		152		(22)		(18)		109		(15)		(15)		5		(52)		(49)
Total CVRM		10,585		15		18		2,752		11		4,586		11		18		2,503		31		29		744		9		16
BioPharmaceuticals: Respiratory & Immunology
Symbicort		2,362		(7)		(4)		726		(25)		753		24		33		549		(6)		(7)		334		(11)		(7)
Fasenra		1,553		11		12		992		9		64		50		61		355		16		14		142		—		6
Breztri		677		70		73		383		60		161		75		85		81		n/m		n/m		52		55		66
Saphnelo		280		n/m		n/m		260		n/m		2		n/m		n/m		8		n/m		n/m		10		n/m		n/m
Tezspire		86		n/m		n/m		—		—		1		n/m		n/m		48		n/m		n/m		37		n/m		n/m
Pulmicort		713		11		17		28		(58)		575		25		34		68		(1)		(2)		42		(15)		(10)
Bevespi	****	58		—		—		34		(19)		6		19		28		17		65		62		1		50		14
Daliresp		54		(72)		(72)		42		(76)		3		(7)		(11)		8		(9)		(11)		1		(48)		(20)
Others		324		(23)		(20)		82		(42)		206		(10)		(5)		30		(29)		(30)		6		1		5
Total Respiratory & Immunology		6,107		6		8		2,547		(4)		1,771		23		31		1,164		10		8		625		2		8
BioPharmaceuticals: Vaccines & Immune Therapies
COVID-19 mAbs		132		(94)		(93)		—		n/m		6		(99)		(99)		12		(96)		(96)		114		(72)		(68)
Vaxzevria		12		(99)		(99)		—		n/m		10		(99)		(99)		2		n/m		(99)		—		n/m		n/m
Beyfortus		106		n/m		n/m		87		n/m		—		—		—		19		n/m		n/m		—		—		—
Synagis		546		(6)		(2)		(1)		n/m		195		13		19		175		(18)		(18)		177		(7)		(1)
FluMist		216		24		17		23		10		1		9		(2)		188		25		17		4		74		80
Total Vaccines & Immune Therapies		1,012	****	(79)	****	(78)		109		(91)		212	****	(84)	****	(83)	****	396	****	(61)	****	(62)	****	295	****	(76)	****	(74)
Rare Disease:	****
Soliris		3,145		(16)		(14)		1,734		(20)		424		41		63		670		(17)		(18)		317		(33)		(29)
Ultomiris		2,965		51		52		1,750		54		71		88		89		668		39		36		476		54		65
Strensiq		1,152		20		21		937		22		40		15		22		89		14		11		86		13		22
Koselugo		331		59		60		195		20		59		n/m		n/m		53		n/m		n/m		24		n/m		n/m
Kanuma		171		7		8		85		10		29		(7)		(1)		49		12		10		8		2		9
Total Rare Disease		7,764	****	10	****	12		4,701		9		623	****	45	****	62	****	1,529	****	7	****	5	****	911	****	5	****	12
Other medicines
Nexium		945		(27)		(22)		115		(5)		578		2		9		53		16		13		199		(64)		(61)
Others		231		(32)		(30)		18		(22)		153		(31)		(28)		52		(33)		(32)		8		(58)		(55)
Total Other medicines		1,176	****	(28)	****	(24)		133		(8)		731	****	(7)	****	(1)	****	105	****	(14)	****	(15)	****	207	****	(64)	****	(61)
Total Product Sales		43,789	****	2	****	4		17,961		4		11,751	****	1	****	8	****	9,029	****	9	****	7	****	5,048	****	(14)	****	(8)

Note

1	Prior to 2024, Imjudo Product Sales were included in the Imfinzi Product Sales figure with the Geographical review and within the “Financial Statements—Notes to the Group Financial Statements—Note 2—Revenue” on pages 140 to 141 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026.

All commentary in “—Geographical Review” relates to Product Sales.

2025 in brief

Product Sales increased by 9% (CER: 9%) in 2025 to $55,573 million (2024: $50,938 million; 2023: $43,789 million). In 2025 we saw strong commercial performance across all of our therapy areas.

Product Sales in the US increased by 8% to $23,444 million (2024: $21,655 million; 2023: $17,961 million) reflecting the continued growth of our Oncology medicines, Ultomiris and Saphnelo, partially offset by a decline in Brilinta.

In 2025, Product Sales in Emerging Markets increased by 11% (CER: 13%) to $15,056 million (2024: $13,535 million; 2023: $11,751 million) driven by Oncology and CVRM medicines. China sales, comprising 44% of Emerging Markets sales, increased by 3% (CER: 4%) to $6,624 million (2024: $6,402 million; 2023: $5,867 million). China sales contributed to 12% of Product Sales in 2025.

Ex-China Emerging Markets Product Sales increased by 18% (21% at CER) to $8,432 million (2024: $7,133 million; 2023: $5,884 million) driven by driven by Oncology medicines and Farxiga. Among Oncology medicines in Ex-China Emerging Markets, Product Sales of Tagrisso increased by 24% (CER: 27%), Imfinzi increased by 49% (CER: 55%), and Calquence increased by 54% (CER: 56%). Product Sales of Farxiga in Ex-China Emerging Markets increased by 25% (CER: 28%) to $1,925 million (2024: $1,537 million; 2023: $1,183 million) in the year.

Product Sales in Europe increased by 11% (CER: 7%) to $12,021 million (2024: $10,848 million; 2023: $9,029 million). Sales of Oncology medicines comprised 41% of Europe Product Sales, which increased in 2025 by 20% (CER: 15%) to $4,880 million (2024: $4,082 million; 2023: $3,332 million) driven by sales of Tagrisso, Imfinzi, Calquence and Lynparza.

Product Sales in the Established ROW region increased by 3% (CER: 3%) to $5,052 million (2024: $4,900 million; 2023: $5,048 million) largely driven by Oncology medicines. Japan, comprising 71% of total Established ROW Product Sales, increased by 3% (CER: 2%) to $3,602 million (2024: $3,489 million; 2023: $3,654 million), largely driven by increased sales of Rare Disease medicine Ultomiris. Product Sales in Canada, which contributed 19% of total Established ROW Product Sales, increased by 2% (CER: 5%) to $954 million (2024: $937 million; 2023: $967 million).

2024 in brief

Product Sales increased by 16% (CER: 19%) in 2024 to $50,938 million (2023: $43,789 million). Growth was well balanced across AstraZeneca’s focus therapy areas and key geographies in 2024, driven by strong underlying demand.

Product Sales in the US increased by 21% to $21,655 million (2023: $17,961 million) reflecting the continued growth of our Oncology medicines, Ultomiris and Symbicort.

In 2024, Product Sales in Emerging Markets increased by 15% (CER: 23%) to $13,535 million (2023: $11,751 million) driven by Oncology and CVRM medicines. China sales, comprising 47% of Emerging Markets sales, increased by 9% (CER: 11%) to $6,402 million (2023: $5,867 million). China sales contributed to 13% of Product Sales in 2024.

Ex-China Emerging Markets Product Sales increased by 21% (36% at CER) to $7,133 million (2023: $5,884 million) driven by Oncology medicines and Farxiga from CVRM. Among Oncology medicines in Ex-China Emerging Markets, Product Sales of Tagrisso increased by 14% (CER: 30%), Imfinzi increased by 44% (CER: 78%), and Lynparza increased by 23% (CER: 37%). Product Sales of Farxiga in Ex-China Emerging Markets increased by 30% (CER: 40%) to $1,537 million (2023: $1,183 million) in the year.

Product Sales in Europe increased by 20% (CER: 19%) to $10,848 million (2023: $9,029 million). Sales of Oncology medicines comprised 38% of Europe Product Sales, which increased in 2024 by 23% (CER: 22%) to $4,082 million (2023: $3,332 million) driven by sales of Tagrisso, Imfinzi and Lynparza.

Product Sales in the Established ROW region decreased by 3% (CER: increased by 3%) to $4,900 million (2023: $5,048 million) largely driven by Oncology medicines. Japan, comprising 71% of total Established ROW Product Sales, decreased by 5% (CER: increased by 3%) to $3,489 million (2023: $3,654 million), due to a decline in sales of Oncology medicine Imfinzi and Vaccines & Immune Therapies medicine Synagis. Product Sales in Canada, which contributed 19% of total Established ROW Product Sales, decreased by 3% (CER: 2%) to $937 million (2023: $967 million). 25

2023 in brief

Product Sales increased by 2% (CER: 4%) in 2023 to $43,789 million despite a decline of $3,839 million from COVID-19 medicine. Following completion of the Alexion acquisition on 21 July 2021, Rare Disease medicines generated $7,764 million in 2023, growing 10% (CER: 12%) and contributing 18% of AstraZeneca’s Total Product Sales.

Product Sales in the US increased by 4% to $17,961 million driven by strong performance of Oncology, CVRM and Rare Disease medicines. Sales of Rare Disease medicines in the US increased by 9% to $4,701 million, representing 61% of total Rare Disease sales. This is largely driven by Product Sales of Ultomiris.

In 2023, Product Sales in Emerging Markets increased by 1% (CER: 8%) to $11,751 million. Excluding COVID-19 medicines, Product Sales in Emerging Markets increased by 12% (CER: 20%) in the year to $11,735 million. China sales, comprising 50% of Emerging Markets sales, increased by 2% (CER: 8%) to $5,867 million. This contributed to 13% of Product Sales in 2023.

Ex-China Emerging Markets Product Sales were stable at $5,884 million (increase of 8% at CER). Excluding COVID-19 medicines, Product Sales in Ex-China Emerging Markets increased by 23% in the year (CER: 34%) to $5,868 million, driven by Oncology medicines and Farxiga from CVRM. Product Sales of Vaxzevria in Ex-China Emerging Markets decreased by 99% (CER: 99%) to $10 million in the year. Product Sales of COVID-19 mAbs in Ex-China Emerging Markets decreased by 99% (CER: 99%) to $6 million in the year.

Product Sales in Europe increased by 9% (CER: 7%) to $9,029 million. Sales of Rare Disease medicines comprised 17% of Europe Product Sales, which increased by 7% (CER: 5%) to $1,529 million in 2023. Oncology sales in Europe grew by 22% (CER: 20%) to $3,332 million and represented 37% of Europe sales, primarily driven by sales of Tagrisso, Lynparza and Imfinzi. Excluding COVID-19 medicines, Product Sales in Europe grew by 19% (CER: 16%) to $9,015 million.

Product Sales in the Established ROW region decreased by 14% (CER: 8%) to $5,048 million largely driven by the decline in Vaccines & Immune Therapies. Japan, comprising 72% of total Established ROW Product Sales, decreased by 9% (CER: 1%) to $3,654 million, due to the decline in sales of COVID-19 medicines, Soliris and Nexium. Product Sales in Canada, which contributed 19% of total Established ROW Product Sales, decreased by 17% (CER: 14%) to $967 million.

Sales by Region in 2025

Product Sales in the US increased by 8% to $23,444 million (2024: $21,655 million; 2023: $17,961 million).

Oncology

Oncology sales in the US increased by 18% to $11,187 million (2024: $9,510 million; 2023: $7,719 million).

Tagrisso sales in the US increased by 11% to $3,064 million (2024: $2,763 million; 2023: $2,276 million), where the underlying demand growth more than offset Medicare Part D redesign.

Imfinzi sales in the US increased by 35% to $3,509 million (2024: $2,603 million; 2023: $2,317 million), as a result of demand growth across all indications, particularly new launches.

Calquence sales in the US increased by 7% to $2,339 million (2024: $2,190 million; 2023: $1,815 million), as a result of growth in new patient starts in CLL, 1L MCL (ECHO) launch and improved affordability offsetting Medicare Part D redesign and also discounts to secure preferential formulary placement.

Lynparza sales in the US increased by 8% to $1,434 million (2024: $1,332 million; 2023: $1,254 million) as a result of share gains across ovarian, breast and prostate indications.

Truqap sales in the US increased by 44% to $586 million (2024: $408 million; 2023: $6 million), as a result of a rapidly reached peak share in second-line biomarker-altered metastatic breast cancer, with the fourth quarter benefitting from year-end ordering dynamics.

Imjudo sales in the US increased by 26% to $227 million (2024: $180 million; 2023: $146 million), reflecting continued growth driven by lung (POSEIDON) and HCC (HIMALAYA). 26

CVRM

CVRM sales in the US decreased by 11% to $2,722 million (2024: $3,075 million; 2023: $2,752 million).

Farxiga sales in the US decreased by 1% to $1,730 million (2024: $1,750 million; 2023: $1,451 million), as the prior year benefitted from the launch of an authorised generic.

Crestor sales in the US decreased by 3% to $45 million (2024: $46 million; 2023: $55 million).

Brilinta sales in the US decreased by 48% to $393 million (2024: $751 million; 2023: $744 million), driven by generic entry in 2025.

Lokelma sales in the US increased by 18% to $301 million (2024: $256 million; 2023: $214 million).

Wainua sales in the US increased by 139% to $204 million (2024: $85 million; 2023: $nil).

Respiratory & Immunology

Respiratory & Immunology sales in the US increased by 12% to $3,840 million (2024: $3,416 million; 2023: $2,547 million).

Symbicort sales in the US increased by 1% to $1,193 million (2024: $1,187 million; 2023: $726 million) due to demand for an authorised generic partially offsetting brand price pressures.

Fasenra sales in the US increased by 14% to $1,195 million (2024: $1,049 million; 2023: $992 million) due to sustained double-digit volume growth with expanded class leadership, offset by an unfavourable gross-to-net adjustment in the fourth quarter.

Breztri sales in the US increased by 19% to $614 million (2024: $516 million; 2023: $383 million) as a result of consistent share growth within expanding FDC triple class; offset by an unfavourable gross-to-net adjustment in the fourth quarter.

Saphnelo sales in the US increased by 40% to $596 million (2024: $425 million; 2023: $260 million) as a result of strong demand growth.

Airsupra sales in the US increased by 145% to $162 million (2024: $66 million; 2023: $nil), reflecting strong launch momentum and volume uptake.

Vaccines & Immune Therapies

Vaccines & Immune Therapies in the US decreased by 26% to $209 million (2024: $280 million; 2023: $109 million).

Beyfortus sales in the US decreased by 21% to $184 million (2024: $232 million; 2023: $87 million), comprised of sales to Sanofi.

Rare Disease

Rare Disease sales in the US increased by 3% to $5,423 million (2024: $5,263 million; 2023: $4,701 million).

Ultomiris sales in the US increased by 18% to $2,667 million (2024: $2,261 million; 2023: $1,750 million), as a result of demand growth across indications, including within the competitive gMG and PNH landscapes.

Soliris sales in the US decreased by 28% to $1,092 million (2024: $1,523 million; 2023: $1,734 million), driven by conversion to Ultomiris, competition in gMG and PNH, and biosimilar pressure in gMG, PNH and aHUS.

Strensiq sales in the US increased by 14% to $1,332 million (2024: $1,167 million; 2023: $937 million) resulting from demand growth, offset by Medicare Part D redesign.

Koselugo sales in the US increased by 3% to $219 million (2024: $212 million; 2023: $195 million) driven by continued patient demand. 27

Other

Other medicines sales in the US decreased by 43% to $63 million (2024: $111 million; 2023: $133 million).

Nexium sales in the US decreased by 30% to $67 million (2024: $96 million; 2023: $115 million) due to generic erosion.

Emerging Markets

Product Sales in Emerging Markets increased by 11% (CER: 13%) to $15,056 million (2024: $13,535 million; 2023: $11,751 million).

Oncology

Oncology sales in Emerging Markets increased by 19% (CER: 21%) to $5,350 million (2024: $4,502 million; 2023: $3,828 million).

Tagrisso sales in Emerging Markets increased by 12% (CER: 14%) to $1,971 million (2024: $1,755 million; 2023: $1,621 million) due to continued demand growth, with quarterly revenue profile reflecting usual seasonal ordering dynamics in China.

Imfinzi sales in Emerging Markets increased by 34% (CER: 38%) to $640 million (2024: $479 million; 2023: $360 million) due to demand growth in GI (HIMALAYA, TOPAZ-1) and launches in lung cancer and bladder.

Calquence sales in Emerging Markets increased by 52% (CER: 54%) to $233 million (2024: $153 million; 2023: $98 million) due to 1L and r/r CLL growth.

Lynparza sales in Emerging Markets increased by 2% (CER: 1%) to $669 million (2024: $655 million; 2023: $542 million), affected by generic competition in China and stock compensation in the fourth quarter ahead of anticipated VBP implementation in the first quarter of 2026.

Enhertu sales in Emerging Markets increased by 91% (CER: 95%) to $668 million (2024: $350 million; 2023: $169 million) as a result of rapid adoption post-NRDL enlistment of HER2-positive and HER2-low breast cancer from 1 January 2025.

Zoladex sales in Emerging Markets increased by 6% (CER: 8%) to $842 million (2024: $795 million; 2023: $687 million).

Truqap sales in the Emerging Markets increased to $23 million (2024: $2 million; 2023: $nil).

Imjudo sales in the Emerging Markets increased by 40% (CER: 43%) to $22 million (2024: $16 million; 2023: $5 million).

CVRM

CVRM sales in Emerging Markets increased by 10% (CER: 12%) to $5,893 million (2024: $5,339 million; 2023: $4,586 million).

Forxiga sales in Emerging Markets increased by 17% (CER: 18%) to $3,324 million (2024: $2,853 million; 2023: $2,211 million) demonstrating continued strong growth despite generic competition in some markets as well as stock compensation in the fourth quarter ahead of anticipated VBP implementation in the first quarter of 2026.

Crestor sales in Emerging Markets increased by 11% (CER: 12%) to $1,041 million (2024: $934 million; 2023: $862 million).

Brilinta sales in Emerging Markets decreased by 7% (CER: 7%) to $273 million (2024: $294 million; 2023: $285 million).

Lokelma sales in Emerging Markets increased by 50% (CER: 52%) to $129 million (2024: $86 million; 2023: $50 million), demonstrating strong growth with launches in new markets.

Seloken sales in Emerging Markets decreased by 1% (CER: increased by 1%) to $586 million (2024: $589 million; 2023: $621 million). 28

Sales of roxadustat in Emerging Markets decreased by 17% (CER: 17%) to $274 million (2024: $331 million; 2023: $271 million), driven by generic competition and China VBP stock compensation in the fourth quarter.

Respiratory & Immunology

Respiratory & Immunology sales in Emerging Markets decreased by 4% (CER: 3%) to $1,823 million (2024: $1,897 million; 2023: $1,771 million).

Symbicort sales in Emerging Markets decreased by 1% (CER: increased by 1%) to $801 million (2024: $805 million; 2023: $753 million) as a result of China being affected by ICS/LABA class erosion in COPD in favour of FDC triple therapy.

Fasenra sales in Emerging Markets increased by 27% (CER: 29%) to $117 million (2024: $92 million; 2023: $64 million) due to asthma launch momentum across key markets.

Breztri sales in Emerging Markets increased by 22% (CER: 22%) to $298 million (2024: $245 million; 2023: $161 million) as a result of market share leadership in China with strong FDC triple class penetration.

Tezspire sales in Emerging Markets increased to $40 million (2024: $11 million; 2023: $1 million) as a result of strong continued launch uptake.

Pulmicort sales in Emerging Markets decreased by 27% (CER: 27%) to $414 million (2024: $568 million; 2023: $575 million) due to generic competition.

Vaccines & Immune Therapies

Vaccines & Immune Therapies in Emerging Markets increased by 3% (CER: 5%) to $220 million (2024: $213 million; 2023: $212 million).

Synagis sales in Emerging Markets increased by 2% (CER: 4%) to $214 million (2024: $210 million; 2023: $195 million).

Rare Disease

Rare Disease sales in Emerging Markets increased by 22% (CER: 26%) to $1,038 million (2024: $849 million; 2023: $623 million).

Ultomiris sales in Emerging Markets increased by 84% (CER: 90%) to $261 million (2024: $141 million; 2023: $71 million) as a result of expansion into new markets and growth in patient demand.

Soliris sales in Emerging Markets decreased by 9% (CER: 1%) to $405 million (2024: $443 million; 2023: $424 million).

Strensiq sales in Emerging Markets increased by 94% (CER: 84%) to $104 million (2024: $54 million; 2023: $40 million) due to the fourth quarter benefitting from the favourable timing of tender orders.

Koselugo sales in Emerging Markets increased by 29% (CER: 25%) to $228 million (2024: $177 million; 2023: $59 million) driven by growth in continued patient demand and geographic expansion.

Other

Other medicines sales in Emerging Markets were stable (CER: increased by 1%) at $732 million (2024: $735 million; 2023: $731 million).

Nexium sales in Emerging Markets increased by 3% (CER: 5%) to $611 million (2024: $591 million; 2023: $578 million).

Europe

Product Sales in Europe increased by 11% (CER: 7%) to $12,021 million (2024: $10,848 million; 2023: $9,029 million). 29

Oncology

Oncology sales in Europe increased by 20% (CER: 15%) to $4,880 million (2024: $4,082 million; 2023: $3,332 million).

Tagrisso sales in Europe increased by 9% (CER: 6%) to $1,423 million (2024: $1,301 million; 2023: $1,120 million), driven by demand growth partially offset by pricing pressure in certain major markets.

Imfinzi sales in Europe increased by 31% (CER: 26%) to $1,239 million (2024: $948 million; 2023: $758 million), due to growth from bladder and GI indications and momentum from lung cancer launches.

Calquence sales in Europe increased by 20% (CER: 15%) to $784 million (2024: $656 million; 2023: $493 million) as a result of early launch momentum in fixed duration 1L CLL (AMPLIFY).

Lynparza sales in Europe increased by 10% (CER: 6%) to $914 million (2024: $832 million; 2023: $734 million) driven by launches in breast and prostate cancers (OlympiA and PROpel).

Enhertu sales in Europe increased by 64% (CER: 58%) to $207 million (2024: $126 million; 2023: $60 million) as a result of demand growth in chemotherapy naïve HER2-low breast cancer and a favourable gross-to-net adjustment in the fourth quarter.

Zoladex sales in Europe increased by 6% (CER: 3%) to $157 million (2024: $148 million; 2023: $133 million).

Truqap sales in Europe increased to $85 million (2024: $12 million; 2023: $nil).

Imjudo sales in Europe increased by 43% (CER: 38%) to $52 million (2024: $36 million; 2023: $16 million).

CVRM

CVRM sales in Europe increased by 4% (stable at CER) to $3,398 million (2024: $3,270 million; 2023: $2,503 million).

Forxiga sales in Europe increased by 12% (CER: 8%) to $2,941 million (2024: $2,634 million; 2023: $1,881 million) due to demand growth offset by generic entry in the UK in the third quarter.

Brilique sales in Europe decreased by 45% (CER: 46%) to $147 million (2024: $268 million; 2023: $271 million) due to generic entry in the second quarter.

Lokelma sales in Europe increased by 39% (CER: 34%) to $129 million (2024: $92 million; 2023: $58 million).

Seloken sales in Europe increased by 43% (CER: 43%) to $18 million (2024: $13 million; 2023: $11 million).

Respiratory & Immunology

Respiratory & Immunology sales in Europe increased by 20% (CER: 16%) to $1,701 million (2024: $1,416 million; 2023: $1,164 million).

Symbicort sales in Europe were stable (CER: decreased by 3%) to $560 million (2024: $559 million; 2023: $549 million), impacted by continued generic erosion.

Fasenra sales in Europe increased by 19% (CER: 15%) to $482 million (2024: $404 million; 2023: $355 million), as a result of sustained leadership in severe eosinophilic asthma.

Trixeo sales in Europe increased by 33% (CER: 29%) to $191 million (2024: $143 million; 2023: $81 million), as a result of sustained growth from market share gain and new launches.

Tezspire sales in Europe increased by 90% (CER: 83%) to $297 million (2024: $156 million; 2023: $48 million) as a result of maintained new-to-brand leadership across multiple markets and new launches.

Saphnelo sales in Europe increased by 89% (CER: 81%) to $49 million (2024: $26 million; 2023: $8 million) due to ongoing launches.

Pulmicort sales in Europe decreased by 12% (CER: 15%) to $63 million (2024: $71 million; 2023: $68 million). 30

Vaccines & Immune Therapies

Vaccines & Immune Therapies sales in Europe decreased by 13% (CER: 15%) to $354 million (2024: $409 million; 2023: $396 million).

Beyfortus sales in Europe increased by 12% (CER: 12%) to $94 million (2024: $84 million; 2023: $19 million).

Synagis sales in Europe decreased by 56% (CER: 57%) to $50 million (2024: $116 million; 2023: $175 million), due to competition from Beyfortus.

FluMist sales in Europe increased by 3% (CER: decreased by 1%) to $210 million (2024: $204 million; 2023: $188 million).

Rare Disease

Rare Disease sales in Europe increased by 2% (CER: decreased by 1%) to $1,604 million (2024: $1,568 million; 2023: $1,529 million).

Ultomiris sales in Europe increased by 19% (CER: 15%) to $1,053 million (2024: $884 million; 2023: $668 million), as result of strong demand growth following recent launches, offset by competition in gMG and PNH.

Soliris sales in Europe decreased by 52% (CER: 53%) to $200 million (2024: $416 million; 2023: $670 million) due to conversion to Ultomiris, competition in gMG and PNH, and biosimilar pressure in PNH and aHUS.

Strensiq sales in Europe increased by 25% (CER: 21%) to $123 million (2024: $99 million; 2023: $89 million).

Koselugo sales in Europe increased by 57% (CER: 51%) to $161 million (2024: $103 million; 2023: $53 million) driven by growth in continued patient demand and geographic expansion.

Other

Other medicines sales in Europe decreased by 19% (CER: 20%) to $84 million (2024: $103 million; 2023: $105 million).

Nexium sales in Europe decreased by 18% (CER: 20%) to $50 million (2024: $60 million; 2023: $53 million) due to generic erosion.

Established ROW

Product Sales in the Established ROW region increased by 3% (CER: 3%) to $5,052 million (2024: $4,900 million; 2023: $5,048 million).

Oncology

Oncology sales in the Established ROW region increased by 5% (CER: 5%) to $2,281 million (2024: $2,181 million; 2023: $2,266 million). Oncology sales in Japan increased by 2% (CER: 1%) to $1,677 million (2024: $1,641 million; 2023: $1,804 million).

Tagrisso sales in the Established ROW region increased by 5% (CER: 5%) to $796 million (2024: $761 million; 2023: $782 million). Sales in Japan increased by 5% (CER: 4%) to $637 million in the year (2024: $609 million; 2023: $639 million).

Imfinzi sales in the Established ROW region decreased by 2% (CER: 2%) to $675 million (2024: $687 million; 2023: $802 million). Sales in Japan decreased by 4% (CER: 5%) to $570 million (2024: $591 million; 2023: $714 million) due to mandatory price reductions in February 2024 (25%), and August 2024 (11%) and increased competition in BTC (TOPAZ-1).

Calquence sales in the Established ROW region increased by 25% (CER: 27%) to $162 million (2024: $130 million; 2023: $108 million). Sales in Japan increased by 42% (CER: 41%) to $44 million (2024: $31 million; 2023: $20 million).

Lynparza sales in the Established ROW region increased by 3% (CER: 4%) to $262 million (2024: $253 million; 2023: $281 million) reflecting gains in 1L ovarian cancer, increasing share of pMMR endometrial cancer (DUO-E). Sales in Japan increased by 2% (CER: 1%) to $180 million (2024: $176 million; 2023: $210 million). 31

Enhertu sales in the Established ROW region increased by 47% (CER: 51%) to $102 million (2024: $69 million; 2023: $32 million).

Zoladex sales in the Established ROW region decreased by 11% (CER: 10%) to $88 million (2024: $99 million; 2023: $118 million). Sales in Japan decreased by 16% (CER: 16%) to $52 million (2024: $62 million; 2023: $83 million).

Truqap sales in the Established ROW region increased to $34 million (2024: $8 million; 2023: $nil). Sales in Japan increased to $27 million (2024: $7 million; 2023: $nil).

Imjudo sales in the Established ROW region decreased by 9% (CER: 9%) to $45 million (2024: $49 million; 2023: $52 million). Sales in Japan decreased by 9% (CER: 10%) to $40 million (2024: $44 million; 2023: $52 million).

CVRM

CVRM sales in the Established ROW region decreased by 2% (CER: 2%) to $751 million (2024: $764 million; 2023: $744 million). CVRM sales in Japan were stable (CER: decreased by 1%) to $624 million (2024: $624 million; 2023: $544 million).

Forxiga sales in the Established ROW region decreased by 3% (CER: 3%) to $405 million (2024: $419 million; 2023: $420 million). Japan sales decreased by 5% (CER: 6%) to $325 million (2024: $343 million; 2023: $298 million) as a result of generic T2D entry in the fourth quarter.

Crestor sales in the Established ROW region decreased by 5% (CER: 5%) to $129 million (2024: $136 million; 2023: $138 million). Sales in Japan decreased by 1% (CER: 1%) to $106 million (2024: $107 million; 2023: $105 million).

Lokelma sales in the Established ROW region increased by 29% (CER: 28%) to $139 million (2024: $108 million; 2023: $90 million) driven by launches in new markets. Sales in Japan increased by 29% (CER: 28%) to $136 million in the year (2024: $106 million; 2023: $88 million).

Respiratory & Immunology

Respiratory & Immunology sales in the Established ROW region increased by 17% (CER: 18%) to $803 million (2024: $687 million; 2023: $625 million). Respiratory & Immunology sales in Japan increased by 30% (CER: 29%) to $340 million (2024: $261 million; 2023: $241 million) in the year.

Symbicort sales in the Established ROW region increased by 1% (CER: 3%) to $331 million (2024: $328 million; 2023: $334 million). Sales in Japan increased by 19% (CER: 17%) to $56 million (2024: $47 million; 2023: $65 million).

Fasenra sales in the Established ROW region increased by 29% (CER: 30%) to $187 million (2024: $144 million; 2023: $142 million). Sales in Japan increased by 43% (CER: 41%) to $112 million (2024: $78 million; 2023: $82 million) driven by EGPA launch.

Breztri sales in the Established ROW region increased by 30% (CER: 30%) to $96 million (2024: $74 million; 2023: $52 million). Sales in Japan increased by 20% (CER: 19%) to $54 million (2024: $45 million; 2023: $37 million) due to increasing market share.

Tezspire sales in the Established ROW region increased by 51% (CER: 51%) to $121 million (2024: $81 million; 2023: $37 million) driven by growth in Japan. Sales in Japan increased by 39% (CER: 38%) to $87 million (2024: $63 million; 2023: $30 million).

Vaccines & Immune Therapies

Vaccines & Immune Therapies sales in the Established ROW region decreased by 60% (CER: 60%) to $63 million (2024: $156 million; 2023: $295 million). Vaccines & Immune Therapies sales in Japan decreased by 61% (CER: 61%) to $54 million (2024: $138 million; 2023: $234 million) in the year.

Synagis sales in the Established ROW region decreased by 76% (CER: 76%) to $31 million (2024: $129 million; 2023: $177 million) due to competition from Beyfortus. Sales in Japan decreased by 77% (CER: 77%) to $27 million (2024: $116 million; 2023: $150 million). 32

Rare Disease

Rare Disease sales in the Established ROW region increased by 7% (CER: 7%) to $1,061 million (2024: $988 million; 2023: $911 million). Rare Disease sales in Japan increased by 14% (CER: 13%) to $845 million (2024: $744 million; 2023: $675 million).

Ultomiris sales in the Established ROW region increased by 16% (CER: 15%) to $737 million (2024: $638 million; 2023: $476 million) driven by continued conversion and strong demand following new launches. Sales in Japan increased by 16% (CER: 15%) to $633 million (2024: $548 million; 2023: $441 million).

Soliris sales in the Established ROW region decreased by 32% (CER: 31%) to $140 million (2024: $206 million; 2023: $317 million) due to conversion to Ultomiris. Sales in Japan decreased by 25% (CER: 26%) to $56 million (2024: $75 million; 2023: $133 million).

Strensiq sales in the Established ROW region increased by 23% (CER: 23%) to $119 million (2024: $96 million; 2023: $86 million). Sales in Japan increased by 24% (CER: 23%) to $103 million (2024: $82 million; 2023: $74 million).

Koselugo sales in the Established ROW region increased by 38% (CER: 38%) to $54 million (2024: $39 million; 2023: $24 million) driven by growth in continued patient demand and geographic expansion. Sales in Japan increased by 29% (CER: 28%) to $45 million (2024: $35 million; 2023: $23 million).

Other

Other medicines sales in the Established ROW region decreased by 25% (CER: 24%) to $93 million (2024: $124 million; 2023: $207 million). Sales in Japan decreased by 25% (CER: 25%) to $61 million (2024: $82 million; 2023: $156 million).

Nexium sales in the Established ROW region decreased by 26% (CER: 26%) to $88 million (2024: $120 million; 2023: $199 million) due to generic erosion. Sales in Japan decreased by 28% (CER: 28%) to $56 million (2024: $78 million; 2023: $150 million).

Revenue recognition in the US

Product Sales are recorded at the invoiced amount (excluding inter-company sales and value-added taxes), less movements in estimated accruals for rebates and chargebacks given to managed care and other customers, which are a particular feature in the US and are considered to be key estimates. It is the Group’s policy to offer a credit note for all returns and to destroy all returned stock in all markets. Cash discounts for prompt payments are also discounted from sales. Sales are recognised when the control of the goods has been transferred to a third party, which is usually when title passes to the customer, either on shipment or on the receipt of goods by the customer, depending on local trading terms.

Rebates, chargebacks and returns in the US

When invoicing Product Sales in the US, we estimate the rebates and chargebacks that we expect to pay, which are considered to be estimates. These rebates typically arise from sales contracts with third-party managed care organisations, hospitals, long-term care facilities, group purchasing organisations and various federal or state programmes (Medicaid contracts, supplemental rebates, etc.). They can be classified as follows:

●	Chargebacks, where we enter into arrangements under which certain parties, typically hospitals, long-term care facilities, group purchasing organisations, the Department of Veterans Affairs, Public Health Service Covered Entities, and the Department of Defense, are able to buy products from wholesalers at the lower prices we have contracted with them. The chargeback is the difference between the price we invoice to the wholesaler and the contracted price charged by the wholesaler to the other party. Chargebacks are credited directly to the wholesalers.
●	Regulatory rebates, including Medicaid and other federal and state programmes, where we pay rebates based on the specific terms of agreements with the US Department of Health and Human Services and with individual states, which include product usage and information on best prices and average market price benchmarks.
---	---
●	Contractual rebates, under which entities such as third-party managed care organisations are entitled to rebates depending on specified performance provisions, which vary from contract to contract.
---	---

The effects of these deductions on our US pharmaceuticals revenue and the movements on US pharmaceuticals revenue provisions are set out in the tables below. 33

Accrual assumptions are built up on a product-by-product and customer-by customer basis, taking into account specific contract provisions coupled with expected performance, and are then aggregated into a weighted average rebate accrual rate for each of our products. Accrual rates are reviewed and adjusted on an as-needed basis. There may be further adjustments when actual rebates are invoiced based on utilisation information submitted to us (in the case of contractual rebates) and claims/invoices are received (in the case of regulatory rebates and chargebacks). We believe that we have made reasonable estimates for future rebates using a similar methodology to that of previous years. Inevitably, however, these estimates involve assumptions in respect of aggregate future sales levels, segment mix and customers’ contractual performance.

Overall adjustments between gross and net US Product Sales amounted to $23,941 million in 2025 (2024: $18,986 million) with the increase driven predominantly by increased rebates from contractual arrangements and chargebacks.

Cash discounts are offered to customers to encourage prompt payment. Accruals are calculated based on historical experience and are adjusted to reflect actual experience. Our revenue recognition policy is described within Group Accounting Policies in “Financial Statements—Group Accounting Policies” on page 129 to 136 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026.

Industry practice in the US allows wholesalers and pharmacies to return unused stocks within a certain time frame based on shelf-life expiry. The customer is credited for the returned product by the issuance of a credit note. Returned products are not exchanged for products from inventory and once a return claim has been determined to be valid and a credit note has been issued to the customer, the returned products are destroyed. At the point of sale in the US, we estimate the quantity and value of products which may ultimately be returned. Our returns accruals in the US are based on actual experience. Our estimate is based on the historical sales and returns information for established products together with market-related information, such as estimated shelf life, product recall, and estimated stock levels at wholesalers, which we receive via third-party information services. For newly launched products, we use rates based on our experience with similar products or a pre-determined percentage.

Gross to Net Product Sales

US pharmaceuticals


		2025	2024		2023
		(m)
Gross Product Sales		47,385	40,641		36,568
Chargebacks		(5,113)	(3,969)		(3,075)
Regulatory – Medicaid and state programmes		(2,527)	(2,184)		(2,417)
Contractual – Managed care and Medicare		(13,963)	(10,825)		(11,035)
Cash and other discounts		(483)	(430)		(428)
Customer returns		(149)	(111)		(222)
US branded pharmaceutical fee		(99)	(114)		(124)
Other		(1,607)	(1,353)		(1,306)
Net Product Sales	****	23,444	21,655	****	17,961

All values are in US Dollars.

Movements in accruals

US pharmaceuticals


		Brought			Adjustment in				Carried
		forward at 1	Provision for		respect of prior		Returns and		forward at 31
		January 2025	current year		years		payments		December 2025
		(m)
Chargebacks		344	4,651		4		(4,568)		431
Regulatory – Medicaid and state programmes		860	2,532		(42)		(2,472)		878
Contractual – Managed care and Medicare		3,066	14,059		(92)		(13,381)		3,652
Cash and other discounts		23	483		—		(480)		26
Customer returns		280	133		(2)		(135)		276
US branded pharmaceutical fee		177	155		(43)		(124)		165
Other		228	1,604		—		(1,319)		513
Total	****	4,978	23,617	****	(175)	****	(22,479)	****	5,941

All values are in US Dollars.


		Brought			Adjustment in				Carried
		forward at 1	Provision for		respect of prior		Returns and		forward at 31
		January 2024	current year		years		payments		December 2024
		(m)
Chargebacks		245	3,530		46		(3,477)		344
Regulatory – Medicaid and state programmes		986	2,185		(18)		(2,293)		860
Contractual – Managed care and Medicare		3,127	10,962		(122)		(10,901)		3,066
Cash and other discounts		31	430		—		(438)		23
Customer returns		273	98		—		(91)		280
US branded pharmaceutical fee		172	159		(44)		(110)		177
Other		282	1,346		—		(1,400)		228
Total	****	5,116	18,710	****	(138)	****	(18,710)	****	4,978

All values are in US Dollars.


		Brought			Adjustment in				Carried
		forward at 1	Provision for		respect of prior		Returns and		forward at 31
		January 2023	current year		years		payments		December 2023
		(m)
Chargebacks		233	2,743		(22)		(2,709)		245
Regulatory – Medicaid and state programmes		771	2,468		(59)		(2,194)		986
Contractual – Managed care and Medicare		2,426	11,166		(92)		(10,373)		3,127
Cash and other discounts		27	428		—		(424)		31
Customer returns		205	204		—		(136)		273
US branded pharmaceutical fee		137	133		(5)		(93)		172
Other		162	1,303		—		(1,183)		282
Total	****	3,961	18,445	****	(178)	****	(17,112)	****	5,116

All values are in US Dollars.

Disclosures Under the Iran Threat Reduction and Syria Human Rights Act of 2012

AstraZeneca is a global, innovation-driven biopharmaceutical business with operations in over 100 countries and its innovative medicines are used by millions of patients worldwide. AstraZeneca has a legal entity based in Iran, AstraZeneca Pars Company (“AstraZeneca Pars”), which has no employees, and is owned by non-US Group companies. In July 2017, AstraZeneca Pars submitted regulatory applications to the Iranian Food and Drug Administration and subsequently received marketing authorizations for several products. AstraZeneca Pars has not entered into any commercial transaction since its incorporation; products registered under AstraZeneca Pars are exclusively sold by a third-party distributor.

AstraZeneca, through one of its non-US Group companies that is neither a US person nor a foreign subsidiary of a US person, currently has sales of prescription pharmaceuticals in Iran solely through a single third-party distributor, which uses three known entities in the Iranian distribution chain. At this time, none of AstraZeneca’s US entities are involved in any business activities in Iran, or with the Iranian government. To the best knowledge of the management of AstraZeneca, the third-party distributor used by AstraZeneca is not owned or controlled by the Iranian government and AstraZeneca does not have any agreements, commercial arrangements, or other contracts with the Iranian government. However, AstraZeneca understands that one of the independent sub-distributors of AstraZeneca’s third-party distributor is likely to be indirectly controlled by the Iranian government. Further, AstraZeneca’s third-party distributor may initiate payments using banks associated with the government of Iran for the purchase of AstraZeneca products. Finally, Government agencies, hospitals and institutions may purchase AstraZeneca products from the third-party distributor or the sub-distributors.

Throughout 2017 to 2025, AstraZeneca, through a distributor, sponsored health care provider education programs in Iran, including for employees of hospitals owned or controlled by the Iranian Ministry of Health.

For the year ended December 31, 2025, the Company’s gross revenues and net profits attributable to the above-mentioned Iranian activities were $33 million and $19 million respectively. For the same period, AstraZeneca’s gross revenues and net profits were $58.7 billion and $10.2 billion, respectively. Accordingly, the gross revenues and net profits attributable to the above-mentioned Iranian activities amounted to approximately 0.06% of AstraZeneca’s gross revenues and approximately 0.19% of its net profits.

At the time of publication, the management of AstraZeneca does not anticipate any change in its activities in Iran that would result in a material impact on AstraZeneca. 35

C.Organizational Structure

The information (including tabular data) set forth under the headings “Additional Information—Directors’ Report—Subsidiaries and principal activities” and “—Branches and countries in which the Group conducts business” on page 224 and “Financial Statements—Group Subsidiaries and Holdings” on pages 192 to 196, in each case of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference.

D.Property, Plant and Equipment

Please see the information below under the heading Item 5—“Operating and Financial Review and Prospects—Operating Results—2025 compared with 2024”. The information (including tabular data) set forth under the headings “Strategic Report—Business Review—Science and Innovation—Research & Development” on pages 28 to 29, “Strategic Report—Business Review—Growth and Therapy Area Leadership—Operations” on page 33, “Strategic Report—Business Review—Growth and Therapy Area Leadership—Digital technologies” on page 36, “Strategic Report—Business Review—Growth and Therapy Area Leadership—Cybersecurity and data privacy” on page 36, “Financial Statements—Notes to the Group Financial Statements—Note 8—Property, plant and equipment” on page 149, “Financial Statements—Notes to the Group Financial Statements—Note 30—Commitments, contingent liabilities and contingent assets—Environmental costs and liabilities” on pages 180 and 181, and “Financial Statements—Notes to the Group Financial Statements—Note 9—Leases” on page 150, in each case of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference.

Substantially all of the Group’s properties are held freehold, free of material encumbrances and are fit for their purpose. For more information, please refer to “Financial Statements—Notes to the Group Financial Statements—Note 8—Property, plant and equipment” on page 149 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026.

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 “Strategic Report—Our Strategy and Key Performance Indicators” on pages 10 to 11, “Financial Statements— Notes to the Group Financial Statements—Note 2—Revenue” on pages 140 to 141, “Financial Statements—Notes to the Group Financial Statements—Note 28—Financial risk management objectives and policies” on pages 171 to 177, and “Additional Information—Important information for readers of this Annual Report” on page 228, in each case of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference. The information contained herein under Item 8—“Summarized financial information for guarantee of securities of subsidiaries” is incorporated by reference. Please also see the information above under the heading Item 4.B—“Information on the Company—Business Overview—Geographical Review”.

A.Operating Results

2025 compared with 2024

The information set forth under the heading “Strategic Report—Financial Review” on pages 50 to 64 (excluding the information set forth under the subheadings “Full year 2026: additional commentary” and “Currency impact” on page 64) of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated herein by reference.

2024 compared with 2023

The information set forth under the heading “Strategic Report—Financial Review” on pages 67 to 84 (excluding the information set forth under the subheadings “Full year 2025: additional commentary” and “Currency impact” on page 81) of AstraZeneca’s “Annual Report and Form 20-F Information 2024” included as exhibit 15.1 to the Form 20-F dated February 18, 2025 is incorporated herein by reference. 36

B.Liquidity and capital resources

The information (including graphs and tabular data) set forth under the headings “Strategic Report—Financial Review—Cash flow and liquidity - for the year ended 31 December 2025” and “—Summary cash flows” on page 60, “Strategic Report—Financial Review—Financial position - 31 December 2025” on pages 62 to 63, “Strategic Report—Financial Review—Capitalisation and shareholder return” on page 63, “Financial Statements—Notes to the Group Financial Statements—Note 19—Interest-bearing loans and borrowings” on pages 157 to 158, “Financial Statements—Notes to the Group Financial Statements—Note 14—Derivative financial instruments” on page 155, “Financial Statements—Notes to the Group Financial Statements—Note 23—Reserves” on pages 168 to 169, “Financial Statements—Notes to the Group Financial Statements—Note 30—Commitments, contingent liabilities and contingent assets” on pages 180 to 190, in each case of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference.

We consider the Group’s working capital to be sufficient for its present requirements.

C.Research and development and Patent protection and licenses

The information (including graphs and tabular data) set forth under the headings “Strategic Report—Business Review—Science and Innovation—Research and Development” on pages 28 to 29, “Strategic Report—Business Review—Science and Innovation—Development pipeline overview” on page 30, and “Strategic Report—Business Review—Science and Innovation—Sustainable innovation—Intellectual property” on page 30, in each case of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference. Please also see the information above under the headings Item 4.B—“Information on the Company—Business Overview—Development Pipeline as at February 10, 2026” and “—Patent Expiries of Key Marketed Products as at February 10, 2026”.

D.Trend information

The information set forth in the introductory paragraph under the heading “Strategic Report—Financial Review” on page 50 and the information (including graphs and tabular data) set forth under the headings “Strategic Report—Our Strategy and Key Performance Indicators” on pages 10 to 11, “Strategic Report—Financial Review—Measuring performance” on page 52, “Financial Statements— Notes to the Group Financial Statements—Note 2—Revenue” on pages 140 to 141, in each case of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference.

E.Critical Accounting Estimates

The information set forth under the heading “Financial Statements—Group Accounting Policies” on pages 129 to 136 and “Financial Statements—Notes to the Group Financial Statements—Note 30—Commitments, contingent liabilities and contingent assets” on pages 180 to 190 in each case of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.Directors and Senior Management

The information (including tabular data) set forth under the headings “Corporate Governance—Board of Directors as at 10 February 2026” on pages 68 to 69, and “Corporate Governance—Directors’ Remuneration Report—Annual Report on Remuneration—Governance—Directors’ service contracts and letters of appointment” on page 113, in each case of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference. 37

In addition to the Board of Directors, the Senior Executive Team, or “SET”, is the body through which the CEO exercises the authority delegated to him by the Board. The CEO leads the SET and has executive responsibility for the management, development and performance of the business. The CEO, CFO and SET also take the lead in developing the strategy for review, constructive challenge and approval by the Board as part of the annual strategy review process. The information set forth under the heading “Corporate Governance—Senior Executive Team (SET) as at 10 February 2026” on page 70 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference.

Senior Executive Team (SET) Biographies as at 10 February 2026

Sharon Barr – Executive Vice-President, Biopharmaceuticals R&D

Sharon was appointed as Executive Vice-President, BioPharmaceuticals R&D in August 2023. She is responsible for discovery through to late-stage development across CVRM and Respiratory & Immunology. Prior to this role, Sharon served as Senior Vice President, Head of Research and Product Development of Alexion, AstraZeneca Rare Disease having joined in 2013. With more than 18 years of industry experience she has previously led translational research, precision medicines, and global drug development teams. Sharon received her PhD in molecular biology from New York University, and completed a postdoctoral fellowship focused on mechanisms of DNA Damage and Repair at Stanford University. In 2022, Sharon was recognised as a Healthcare Businesswoman’s Association Luminary in recognition of her transformational leadership and passion for mentoring those around her.

Pam Cheng – Executive Vice-President, Global Operations, IT & Chief Sustainability Officer

Pam was appointed Executive Vice-President, Operations & Information Technology in June 2015 and assumed additional responsibility for the AstraZeneca Sustainability strategy and function in January 2023. Pam joined AstraZeneca after having spent 18 years with Merck/MSD in Global Manufacturing and Supply Chain and Commercial roles. Pam was the Head of Global Supply Chain Management & Logistics for Merck and led the transformation of Merck supply chains across the global supply network. Pam also held the role of President of MSD China, responsible for MSD’s entire business in China. Prior to joining Merck, Pam held various engineering and project management positions at Universal Oil Products, Union Carbide Corporation and GAF Chemicals. Pam holds Bachelor’s and Master’s degrees in chemical engineering from Stevens Institute of Technology in New Jersey and an MBA in marketing from Pace University in New York.

Pam serves as a Non-Executive Director of the Smiths Group plc Board and as a Trustee Member of the Board for Stevens Institute of Technology. Pam also serves as an Advisor to the International Society of Pharmaceutical Engineering (ISPE) Board of Directors.

Ruud Dobber – Executive Vice-President, BioPharmaceuticals Business Unit

Ruud was appointed Executive Vice-President, BioPharmaceuticals Business Unit in January 2019 and is responsible for product strategy and commercial delivery for CVRM, Respiratory and Immunology, and Vaccines & Immune Therapies. Prior to this, Ruud held the role of Executive Vice-President, North America and was responsible for driving growth and maximising the contribution of the commercial operations in North America. Ruud joined Astra (later to become AstraZeneca) in 1997 and has assumed leadership roles with increasing responsibility including Executive Vice-President, North America; Executive Vice-President, Europe; Regional Vice-President, Europe, Middle East and Africa; and Regional Vice-President, Asia Pacific. Ruud served as a member of the board and executive committee of the European Federation of Pharmaceutical Industries and Associations and was previously Chairman of the Asia division of Pharmaceutical Research and Manufacturers of America. Ruud holds a doctorate in immunology from the University of Leiden, Netherlands, beginning his career as a research scientist in immunology and ageing.

Ruud was appointed as a non-executive director of the Board of Almirall S.A. in June 2021.

Marc Dunoyer – CEO, Alexion and Chief Strategy Officer, AstraZeneca

Marc became CEO of Alexion, AstraZeneca’s Rare Disease group, in August 2021 following its acquisition in July. He had previously served as an Executive Director and AstraZeneca’s Chief Financial Officer from November 2013. Marc’s career in pharmaceuticals, which has included periods with Roussel Uclaf, Hoechst Marion Roussel and GSK, has given him extensive industry experience. He is a qualified accountant and joined AstraZeneca in 2013, serving as Executive Vice-President, Global Product and Portfolio Strategy from June to October 2013. Prior to that, he served as Global Head of Rare Diseases at GSK and (concurrently) Chairman, GSK Japan. He holds an MBA from HEC Paris and a Bachelor of Law degree from Paris University.

Marc is a member of the Boards of JCR Pharmaceuticals and Cellectis. 38

David Fredrickson – Executive Vice-President, Oncology Haematology Business Unit

Dave was appointed Executive Vice-President, Oncology Business Unit in October 2017 and is responsible for driving growth and maximising the commercial performance of the AstraZeneca global Oncology Haematology portfolio. He has global accountability for marketing, sales, medical affairs and market access in Oncology and plays a critical leadership role in setting the Oncology portfolio and product strategy. Previously, Dave served as President of AstraZeneca K.K. in Japan, and Vice-President, Specialty Care in the United States. While in Japan, Dave also served as Vice Chairman of the European Federation of Pharmaceutical Industries and Associations Japan and was a Director of the Japan Pharmaceutical Manufacturers Association. Before joining AstraZeneca, Dave worked at Roche/Genentech, where he served in several functions and leadership positions, including Oncology Business Unit Manager in Spain, and strategy, marketing and sales roles in the United States. Prior to this, Dave worked at the Monitor Group, LLC (now Monitor Deloitte Group, LLC), a global strategy consultancy. Dave is a graduate of Georgetown University in Washington DC.

Dave was appointed to the Board of Directors of Caris Life Sciences in August 2024.

Susan Galbraith - Executive Vice-President, Oncology Haematology R&D

Susan was appointed as Executive Vice-President, Oncology R&D in July 2021, with responsibility for transforming the productivity and scientific output from Oncology R&D. Over her career, Susan has helped develop 12 approved medicines. A Clinical Oncologist by background, Susan studied medicine at Manchester and Cambridge Universities and has a PhD from the University of London. In recognition of her contributions to Oncology drug development, she has been awarded an honorary Doctorate of Medical Science from the Institute of Cancer Research (ICR), is a Fellow of the Academy of Medical Sciences and elected to the Academy of the American Association for Cancer Research (AACR). Susan is a member of the Cambridge Cancer Centre Executive Committee and the Scientific Advisory Board of the ICR. From 2021 to 2024 she served on the Board of Directors of the AACR and currently serves on the European Association of Cancer Research (EACR) Advisory Council.

Jeff Pott – Chief Human Resources Officer, Chief Compliance Officer and General Counsel

Jeff was appointed General Counsel in January 2009 and has overall responsibility for all aspects of AstraZeneca’s Legal and IP function. In addition to his role as General Counsel, he was appointed Chief Human Resources Officer in January 2021 assuming additional responsibilities for the AstraZeneca Human Resources function and was appointed Chief Compliance Officer in January 2023. Jeff joined AstraZeneca in 1995 and has worked in various litigation roles, where he has had responsibility for IP, anti-trust and product liability litigation. Before joining AstraZeneca, he spent five years at the US legal firm Drinker Biddle and Reath LLP, where he specialised in pharmaceutical product liability litigation and anti-trust advice and litigation. He received his Bachelor’s degree in political science from Wheaton College and his Juris Doctor Degree from Villanova University School of Law.

Iskra Reic – Executive Vice-President, International

Iskra was appointed as Executive Vice-President, International in December 2024. She is responsible for overall strategy and driving sustainable growth across the International region, which includes China, Asian and Eurasian markets, Middle East & Africa, Latin America, Australia & New Zealand. Prior to this role, Iskra held the role of EVP, Vaccines & Immune Therapies, where she was responsible for both the early and late-stage development of the Unit’s pipeline and portfolio, including COVID-19 and RSV vaccines and monoclonal antibodies, strategic partnerships and acquisitions, medical affairs and commercial operations. Iskra has served on AstraZeneca’s Senior Executive Team since 2017 when she was EVP for Europe & Canada. She has also held senior roles across Central & Eastern Europe, Middle East and Africa, and Eurasia. Iskra has a PhD in Strategy and Leadership and an International Executive MBA in Business and Leadership from the IEDC-Bled School of Management, Slovenia. She also holds a DMD from the Medical University of Zagreb.

Iskra was appointed as a non-executive director of the Board of Directors of myTomorrows in July 2024. She is also a member of the Steering Committee of the Partnership for Health System Sustainability and Resilience. 39

B.Compensation

The information (including graphs and tabular data) set forth under the headings “Corporate Governance—Directors’ Remuneration Report” on pages 90 to 93, “Corporate Governance—Corporate Governance Report—Compliance with the UK Corporate Governance Code—5. Remuneration” on page 73, “Strategic Report—Our Strategy and Key Performance Indicators—Our Key Performance Indicators and remuneration” on page 10, “Financial Statements—Notes to the Group Financial Statements—Note 22—Post-retirement pension and other defined benefit schemes” on pages 161 to 168, “Financial Statements—Notes to the Group Financial Statements—Note 29—Employee costs and share plans for employees” on pages 178 to 180 and “Financial Statements—Notes to the Group Financial Statements—Note 31—Statutory and other information—Key management personnel compensation”, on page 191, in each case of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference.

C.Board Practices

The information (including graphs and tabular data) set forth under the headings “Corporate Governance—Corporate Governance Overview” on page 67, “Corporate Governance—Board of Directors as at 10 February 2026” on pages 68 to 69, “Corporate Governance—Senior Executive Team (SET) as at 10 February 2026” on page 70, “Corporate Governance—Corporate Governance Report—Compliance with the UK Corporate Governance Code—1. Board leadership and Company purpose” on page 71, “Corporate Governance—Corporate Governance Report—Compliance with the UK Corporate Governance Code—2. Division of responsibilities” on pages 71 to 72, “Corporate Governance—Corporate Governance Report—Compliance with the UK Corporate Governance Code—5. Remuneration” on page 73, “Corporate Governance—Sustainability Committee Report” on page 82, “Corporate Governance—Compliance with the UK Corporate Governance Code—Further information on risk management and controls—Global Compliance and GIA” on page 73, “Corporate Governance—Nomination and Governance Committee Report” on pages 79 to 80, “Corporate Governance—Science Committee Report” on page 81, “Corporate Governance—Directors’ Remuneration Report—Annual Report on Remuneration—Governance—Directors’ service contracts and letters of appointment” on page 113, “Corporate Governance—Directors’ Remuneration Report—Remuneration at a glance—Looking ahead—Executive Directors’ remuneration for 2026” on page 94, “Corporate Governance—Directors’ Remuneration Report—Annual Report on Remuneration—Executive Directors’ remuneration” on pages 97 to 105, “Corporate Governance—Directors’ Remuneration Report—Annual Report on Remuneration—Non-Executive Directors’ remuneration” on page 106 and “Corporate Governance—Audit Committee Report” on pages 83 to 89, in each case of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference.

Please also see the information above under the heading Item 6.A—“Directors and Senior Management—Senior Executive Team (SET) Biographies”.

D.Employees

The information set forth under the headings “Strategic Report—Business Review—Science and Innovation—Research and Development” on pages 28 to 29, “Strategic Report—Business Review—Growth and Therapy Area Leadership—Summary and performance indicators” on page 32, “Strategic Report—Business Review—Growth and Therapy Area Leadership—Business conduct” on pages 34 to 35, “Strategic Report—Business Review—Growth and Therapy Area Leadership—Operations” on page 33, “Strategic Report—Business Review—Growth and Therapy Area Leadership—Business development” on page 37, “Strategic Report—Business Review—People and Sustainability—Summary and performance indicators” on page 38, and “Financial Statements—Notes to the Group Financial Statements—Note 29—Employee costs and share plans for employees” (including the tabular data) on pages 178 to 180, in each case of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference.

E.Share Ownership

The information (including graphs and tabular data) set forth under the headings “Financial Statements—Notes to the Group Financial Statements—Note 29—Employee costs and share plans for employees” on pages 178 to 180, and “Corporate Governance—Directors’ Remuneration Report—Annual Report on Remuneration—Directors’ shareholdings” on pages 107 to 108, in each case of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference. 40

Directors’ and SET shareholdings

At January 31, 2026, the total amount of the Company’s voting securities owned by Directors of the Company and SET members was:


Title of class		Amount owned		Percentage of class	****
Ordinary Shares	****	544,012		0.04	%

Options to purchase securities from registrant or subsidiaries

At January 31, 2026, options outstanding to subscribe for Ordinary Shares were:


Number of shares		Subscription price (pence)		Normal expiry date
1,095,499	****	6839 - 10441	****	2025 - 2031

The weighted average subscription price of options outstanding at January 31, 2026 was 9156 pence. All options were granted under Company employee share schemes. None of the options included in the table above have been granted to SET members. During 2025, no options were held by Directors. During the period January 1, 2026 to January 31, 2026, no Director was granted or exercised any options.

F.Disclosure of a registrant’s action to recover erroneously awarded compensation

Not applicable.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.Major Shareholders

The information set forth under the heading “Additional Information—Directors’ Report—Major shareholdings” (including tabular data) on page 225 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference.

Issued share capital, shareholdings and share prices

At 31 December 2025, the Company had 61,133 registered holders of 1,550,907,927 Ordinary Shares. There were 174,889 holders of Ordinary Shares held under the Euroclear Services Agreement, representing 9.9% of the issued share capital of the Company and 4,598 registered holders of ADSs, representing 18.3% of the issued share capital of the Company.

Ordinary Shares in issue


Ordinary Shares in issue - millions		2025		2024		2023
At year-end		1,551	****	1,551		1,550
Weighted average for year		1,550	****	1,550		1,549
Stock market closing price per Ordinary Share (London Stock Exchange)
Highest (pence)		14,148	****	13,276		12,294
Lowest (pence)		9,667	****	9,501		9,900
At year end (pence)		13,790	****	10,468		10,600

Analysis of shareholdings as a percentage of issued share capital at 31 December


		2025		2024		2023
Number of Ordinary Shares^(1)^		%		%		%
1-250		0.2	****	0.2		0.3
251-500		0.3	****	0.3		0.3
501-1,000		0.3	****	0.3		0.4
1,001-5,000		0.5	****	0.5		0.5
5,001-10,000		0.2	****	0.2		0.2
10,001-50,000		1.1	****	1.1		1.1
50,001-1,000,000		11.7	****	11.2		11.3
Over 1,000,000		85.7	****	86.2		85.9

Note

1Includes Euroclear and ADR holdings. 41

B.Related Party Transactions

The information set forth under the headings “Financial Statements—Notes to the Group Financial Statements—Note 31—Statutory and other information—Related party transactions” on page 191, “Additional Information—Shareholder information—Related party transactions” on pages 223, and “Additional Information—Directors’ Report—Major shareholdings” on page 225, in each case of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference.

C.Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A.Consolidated Statements and Other Financial Information

Please see the information below under the heading Item 18—“Financial Statements.” The information (including graphs and tabular data) set forth under the headings “Additional Information—Shareholder information” on page 223, “Strategic Report—Financial Review—Dividend and share repurchases” on page 63 and “Additional Information—Directors’ Report—Distributions to shareholders – dividends for 2025” on page 225, in each case of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference.

Summarized financial information for guarantee of securities of subsidiaries

AstraZeneca Finance LLC (“AstraZeneca Finance”) is the issuer of 1.2% Notes due 2026, 4.8% Notes due 2027, 4.875% Notes due 2028, 1.75% Notes due 2028, 4.85% Notes due 2029, 4.9% Notes due 2030, 4.9% Notes due 2031, 2.25% Notes due 2031, 4.875% Notes due 2033 and 5% Notes due 2034 (the “AstraZeneca Finance USD Notes”). Each series of AstraZeneca Finance USD Notes has been fully and unconditionally guaranteed by AstraZeneca PLC. AstraZeneca Finance is 100% owned by AstraZeneca PLC and each of the guarantees issued by AstraZeneca PLC is full and unconditional and joint and several.

The AstraZeneca Finance USD Notes are senior unsecured obligations of AstraZeneca Finance and rank equally with all of AstraZeneca Finance’s existing and future senior unsecured and unsubordinated indebtedness. The guarantee by AstraZeneca PLC of the AstraZeneca Finance USD Notes is the senior unsecured obligation of AstraZeneca PLC and ranks equally with all of AstraZeneca PLC’s existing and future senior unsecured and unsubordinated indebtedness. Each guarantee by AstraZeneca PLC is effectively subordinated to any secured indebtedness of AstraZeneca PLC to the extent of the value of the assets securing such indebtedness. The AstraZeneca Finance USD Notes are structurally subordinated to indebtedness and other liabilities of the subsidiaries of AstraZeneca PLC, none of which guarantee the AstraZeneca Finance USD Notes.

AstraZeneca PLC manages substantially all of its operations through divisions, branches and/or investments in subsidiaries and affiliates. Accordingly, the ability of AstraZeneca PLC to service its debt and guarantee obligations is also dependent upon the earnings of its subsidiaries, affiliates, branches and divisions, whether by dividends, distributions, loans or otherwise.

Pursuant to Rule 13-01 and Rule 3-10 of Regulation S-X under the Securities Act, we present below the summary financial information for AstraZeneca PLC, as Guarantor, excluding its consolidated subsidiaries, and AstraZeneca Finance, as the issuer, excluding its consolidated subsidiaries. The following summary financial information of AstraZeneca PLC and AstraZeneca Finance is presented on a combined basis and transactions between the combining entities have been eliminated. Financial information for non-guarantor entities has been excluded. Intercompany balances and transactions between the obligor group and the non-obligor subsidiaries are presented on separate lines.

Obligor group summarised Statement of Comprehensive Income


		FY 2025		FY 2024
		$m		$m
Total Revenue		—		—
Gross profit		—		—
Operating loss		(27)		(34)
Loss for the period		(1,756)		(1,182)
Transactions with subsidiaries that are not issuers or guarantors		7,588		1,661

Obligor group summarised Statement of Financial Position information


		At 31 Dec 2025		At 31 Dec 2024
		$m		$m
Current assets		34		54
Non-current assets		124		—
Current liabilities		(2,975)		(2,347)
Non-current liabilities		(24,687)		(26,603)
Amounts due from subsidiaries that are not issuers or guarantors		19,322		18,272
Amounts due to subsidiaries that are not issuers or guarantors		—		—

Developments in Legal Proceedings

For information in respect of material legal proceedings in which AstraZeneca is currently involved, including those discussed below, please see the information (including tabular data) set forth under the heading “Financial Statements—Notes to the Group Financial Statements—Note 30—Commitments, contingent liabilities and contingent assets” on pages 181 to 189 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 and is incorporated by reference.

The information set forth in the final paragraph under the heading “Strategic Report—Business Review—Growth and Therapy Area Leadership—Our regions” on pages 32 to 33 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference.

B.Significant Changes

Please see the information set forth under the heading “Financial Statements—Notes to the Group Financial Statements—Note 32—Subsequent events” on page 191 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 and is incorporated by reference.

ITEM 9. THE OFFER AND LISTING

A. Offer and Listing Details

The information (including tabular data) set forth under the heading “Additional Information—Shareholder information” on page 223 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference. Please also see the information below under the heading Item 7.A—“Major Shareholders” for information on ordinary shares in issue.

The corresponding trading symbol is “AZN” in each of AstraZeneca’s principal markets for trading in AstraZeneca shares.

B. Plan of Distribution

Not applicable.

C.Markets

The information set forth in the introductory paragraph under the heading “Additional Information—Shareholder information” on page 223 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference.

D.Selling Shareholders

Not applicable.

E.Dilution

Not applicable. 43

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—Directors’ Report—Articles of Association” on page 225 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference. Please also see the information above in the first paragraph under the heading Item 4.A—“Information on the Company—History and Development of the Company”.

C.Material Contracts

Not applicable.

D. Exchange Controls

Other than certain economic sanctions, which may be in force from time to time, there are no governmental laws, decrees or regulations in the United Kingdom restricting the import or export of capital or affecting the remittance of dividends, interest or other payments to non-resident holders of Ordinary Shares.

Other than certain economic sanctions, which may be in force from time to time, 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 to exercise voting rights in relation to, Ordinary Shares or to be registered holders of notes or debentures of the Company or its wholly owned subsidiary, AstraZeneca Finance LLC.

E.Taxation

Taxation for US persons

The following statements are intended only as a general guide to certain material UK and US federal income tax consequences of ownership of Ordinary Shares held as capital assets by the US holders described below. This summary is based on current UK and US federal income tax law, the current US/UK double taxation convention and what is understood to be the current practice of HMRC and the US Internal Revenue Service as at the date of this Form 20-F dated February 24, 2026, each of which may change, possibly with retroactive effect. This summary does not describe all of the US federal income tax consequences that may be relevant in light of the US holders’ particular circumstances (including the US Medicare contribution tax or the US alternative minimum tax) and tax consequences applicable to US holders subject to special rules, such as banks, dealers, traders who elect to mark to market, tax-exempt entities, insurance companies, US holders who hold Ordinary Shares as part of a hedge, straddle, conversion or integrated transaction or holders who have a “functional currency” other than the US dollar. In addition, the discussion does not address tax consequences to an entity treated as a partnership for US federal income tax purposes that holds the Ordinary Shares, or a partner in such partnership.US holders and any holders who may be subject to tax in the United States or the United Kingdom are urged to consult their tax advisers regarding the UK and US federal income tax consequences of the ownership and disposition of Ordinary Shares in their particular circumstances.

Termination of the ADR programme

The termination of the ADR programme and listing of the Ordinary Shares generally should not be a taxable event for US holders. However, US holders should consult their tax advisors regarding the UK and US federal income tax consequences of their particular circumstances. 44

UK and US income taxation of dividends

The Company is not required to withhold UK tax when paying a dividend. Liability to tax on receipt of dividends will depend upon the individual circumstances of a US holder. A US holder that is resident outside the United Kingdom for UK tax purposes will not generally be subject to UK tax on dividend income received, but should consult their own tax adviser.

For US federal income tax purposes, distributions paid by the Company to a US holder are generally included in gross income as foreign source ordinary dividend income when actually or constructively received. For any dividend paid in a foreign currency, the amount of the dividend will be the US dollar value of the foreign currency payment received determined at the spot rate of the relevant foreign currency on the date the dividend is received, regardless of whether the dividend is converted into US dollars. Dividends will not be eligible for the dividends received deduction generally available to US corporations.

If the dividend is converted into US dollars on the date of receipt, US holders of Ordinary Shares generally should not be required to recognise foreign currency gains or losses in respect of the dividend income. US holders may have foreign currency gain or loss (which would be US source and taxable at the rates applicable to ordinary income) if the amount of such dividend is converted into US dollars after the date of its receipt.

Subject to applicable limitations, dividends received by certain non-corporate US holders of Ordinary Shares may be taxable at favourable US federal income tax rates. US holders should consult their own tax advisers to determine whether they are subject to any special rules which may limit their ability to be taxed at these favourable rates.

Taxation on capital gains

US holders that are individuals or companies who are not resident in the United Kingdom for tax purposes will generally not be liable for UK tax on capital gains made on the disposal of their Ordinary Shares, unless such Ordinary Shares are used, held or acquired in connection with a trade, profession or vocation carried on in the United Kingdom through a branch or agency or other permanent establishment. US holders should consult their own tax advisers about the treatment of capital gains in the United Kingdom.

For US federal income tax purposes, a US holder will generally recognise US source capital gain or loss on the sale or exchange of Ordinary Shares in an amount equal to the difference between the US dollar amount realised and such holder’s US dollar tax basis in the Ordinary Shares. Non-corporate US holders (including individuals) who have held the Ordinary Shares for more than one year will be eligible for reduced rates. US holders should consult their own tax advisers about the treatment of capital gains, which may be taxed at lower rates than ordinary income for non-corporate US holders, and capital losses, the deductibility of which may be subject to limitations.

Passive Foreign Investment Company (PFIC) rules

We believe that we were not a PFIC for US federal income tax purposes for the year ended 31 December 2025. However, since PFIC status depends on the composition of our income and assets, and the market value of our assets, from time to time, there can be no assurance that we will not be considered a PFIC for any taxable year. If we were treated as a PFIC, certain adverse tax consequences could apply to US holders.

Information reporting and backup withholding

Payments of dividends and sales proceeds that are made within the United States or through certain US-related financial intermediaries may be subject to information reporting and backup withholding, unless the US holder is an exempt recipient or, in the case of backup withholding, the US holder provides its taxpayer identification number and certifies that it is not subject to backup withholding. The amount of any backup withholding from a payment to a US holder will be allowed as a credit against the holder’s US federal income tax liability and may entitle the holder to a refund, provided that the required information is timely supplied to the US Internal Revenue Service.

Certain US holders who are individuals (or certain specified entities) may be required to report information relating to securities issued by non-US persons (or foreign accounts through which the securities are held), subject to certain exceptions (including an exception for securities held in accounts maintained by US financial institutions). US holders should consult their tax advisers regarding their reporting obligations. 45

UK inheritance tax

Ordinary Shares held by an individual who is domiciled in the United States for the purposes of the United States – United Kingdom Double Taxation Convention relating to taxes on estates of deceased persons and on gifts (the Estate Tax Convention), and who is not for such purposes a national of the United Kingdom, will generally not be subject to UK inheritance tax on the individual’s death or on a lifetime transfer of the Ordinary Shares, provided that any applicable US federal gift or estate tax liability is paid, except in certain cases where the Ordinary Shares: (i) are comprised in a settlement (unless, at the time of the settlement, the settlor was domiciled in the United States and not a national of the United Kingdom); (ii) are part of the business property of a UK permanent establishment of an enterprise; or (iii) pertain to a UK fixed base of an individual used for the performance of independent personal services. In the exceptional case where the Ordinary Shares are subject to both UK inheritance tax and US federal gift or estate tax, the Estate Tax Convention generally provides for double taxation to be relieved by means of credit relief.

UK stamp duty reserve tax and stamp duty

Transfers of Ordinary Shares within the DTC clearance system will generally not be subject to UK stamp duty provided that no written instrument of transfer is used to effect the transfer (such an instrument of transfer should not be necessary in respect of Ordinary Shares held within the DTC clearance system).

While the Ordinary Shares held within the DTC clearance system, agreements to transfer such Ordinary Shares should not be subject to SDRT (provided DTC continues to satisfy various conditions specified in UK legislation).

Transfers of, or agreements to transfer, Ordinary Shares from the DTC clearance system into another clearance system (or into a depositary receipt system) should not be subject to UK stamp duty or SDRT, provided that the other clearance system or depositary receipt system satisfies various conditions specified in UK legislation.

Ordinary Shares which are held outside of the DTC clearing system and which are transferred into the DTC clearance system will generally be subject to UK stamp duty or SDRT at the rate of 1.5% of the amount of the consideration given or, if there is no consideration in money or money’s worth given, the market value of the Ordinary Shares. Any 1.5% charges arising in these circumstances will generally need to be paid by the transferor as a precondition to the transfer into the DTC clearance system.

A transfer of Ordinary Shares which are held outside the DTC clearance system and are transferred by way of written instrument will generally be subject to UK stamp duty at the rate of 0.5% (rounded up to the next multiple of £5) of the amount or value of the consideration given. Other than in the circumstances described above for Ordinary Shares held in or transferred to the DTC clearance system, a charge to SDRT will also arise on an unconditional agreement to transfer shares at the rate of 0.5% of the amount or value of the consideration payable. However, if within six years of the date of the agreement becoming unconditional an instrument of transfer is executed pursuant to that agreement, and stamp duty is paid on that instrument, any SDRT already paid will be refunded (generally, but not necessarily, with interest) provided that a claim for repayment is made, and any outstanding liability to SDRT will be cancelled.

F.Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H.Documents on Display

The Company’s Articles of Association and other documents concerning the Company which are referred to in this Form 20-F dated February 24, 2026, may be inspected at the Company’s registered office at 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge CB2 0AA, United Kingdom.

I.Subsidiary Information

Not applicable. 46

J.Annual Report to Security Holders

The Company intends to submit any annual report provided to security holders in electronic format as an exhibit to a current report on Form 6-K.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information (including graphs and tabular data) set forth under the headings “Strategic Report—Financial Review—Financial risk management” on page 64 and “Financial Statements—Notes to the Group Financial Statements—Note 28—Financial risk management objectives and policies” on pages 171 to 177, in each case of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.Debt Securities

Not applicable.

B.Warrants and Rights

Not applicable.

C. Other Securities

Not applicable.

D. American Depositary Shares

On January 30, 2026, the Company filed a Form 25 with respect to the delisting of its American Depositary Shares from Nasdaq. The delisting became effective on January 30, 2026, and the American Depositary Receipt (ADR) programme was terminated on February 2, 2026. The effective date of the direct listing of the Ordinary Shares on the New York Stock Exchange was February 2, 2026.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

A. Disclosure Controls and Procedures

The information set forth under the heading “Corporate Governance—Corporate Governance Report—Compliance with the UK Corporate Governance Code—Further information on risk management and controls” on page 73, “Corporate Governance—Audit Committee Report—Internal controls” on page 86, and “Financial Statements—Directors’ Annual Report on Internal Controls over Financial Reporting” on page 115, in each case of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference.

US corporate governance requirements

The Company delisted its American Depositary Shares from Nasdaq effective January 30, 2026 and directly listed its Ordinary Shares on the New York Stock Exchange on February 2, 2026. As the Company’s Ordinary Shares are traded on the NYSE, accordingly, it is subject to the reporting and other requirements of the SEC applicable to foreign private issuers. Section 404 of the Sarbanes-Oxley Act requires companies to include in their annual report on Form 20-F filed with the SEC, a report by management stating its responsibility for establishing internal control over financial reporting and to assess annually the effectiveness of such internal control. The Company has complied with those provisions of the Sarbanes-Oxley Act applicable to foreign private issuers.

B. 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—Directors’ Annual Report on Internal Controls over Financial Reporting” on page 115 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026, which is incorporated by reference.

C. Attestation Report of Independent Registered Public Accounting Firm

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, as stated in its report dated February 10, 2026, which is included below under the heading Item 18—“Financial Statements—Report of Independent Registered Public Accounting Firm”.

D. Changes in Internal Control over Financial Reporting

Based on the evaluation conducted, management has concluded that no such changes have occurred during the period covered by this Form 20-F that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 16. RESERVED

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

The information set forth under the heading “Corporate Governance—Corporate Governance Overview—Attendance in 2025—Board Committee membership and meeting attendance in 2025” on page 67 and “Corporate Governance—Audit Committee Report—Committee overview—Committee composition” on page 84, in each case of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference.

ITEM 16B. CODE OF ETHICS

The information set forth under the headings “Strategic Report—Business Review—Growth and Therapy Area Leadership—Business conduct” on pages 34 to 35, “Corporate Governance—Corporate Governance Report—Compliance with the UK Corporate Governance Code—Further information on risk management and controls—Global Compliance and GIA” on page 73, “Strategic Report—Business Review—Science and Innovation—Sustainable innovation” on page 30, and “Corporate Governance—Audit Committee Report—Activities during the year—Legal and Compliance” on page 85, in each case of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference. AstraZeneca’s Code of Ethics is available within the ‘Ethics and transparency’ section of our website at www.astrazeneca.com/sustainability/ethics-and-transparency.html.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the aggregate fees for professional services rendered by PricewaterhouseCoopers LLP (PCAOB ID 876) in 2025 and 2024:


		Year ended December 31,
		2025	2024		2023
		( million)
Audit fees		32.5	29.4		29.1
Audit-related fees		1.1	2.1		0.8
All other fees		0.2	0.3		0.2
Total		33.8	31.8		30.1

All values are in US Dollars.

Audit fees included $15.8 million for the audit of subsidiaries pursuant to legislation (2024: $14.8 million), $12.5 million for the Group audit (2024: $10.6 million), $0.5 million for services in relation to the interim financial statements (2024: $0.5 million) and $3.7 million in respect of section 404 of the Sarbanes-Oxley Act (2024: $3.5 million). Fees payable in the year of $0.8 million (2024: $0.2 million) are in respect of the Group audit and audit of subsidiaries related to prior years.

Audit-related fees included $0.8 million of other audit-related services (2024: $1.7 million) and $0.3 million for the audit of subsidiaries’ pension schemes (2024: $0.4 million).

All other fees of $0.2 million related to other assurance services (2024: $0.3 million).

The information (including tabular data) set forth under the heading “Corporate Governance—Audit Committee Report” on pages 83 to 89 of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference.

US law and regulations permit the Audit Committee pre-approval requirement to be waived with respect to engagements for non-audit services aggregating to no more than five percent of the total amount of fees paid by AstraZeneca to its principal accountants, if such engagements were not recognized by AstraZeneca at the time of engagement and were promptly brought to the attention of the Audit Committee or a designated member thereof and approved prior to the completion of the audit. In 2025 and 2024, the percentage of the total amount of fees paid by AstraZeneca to its principal accountant for non-audit services in each category that was subject to such a waiver was less than five percent for each year.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Following a rigorous process, the Company concluded an audit tender in 2024 for the Company’s external audit provider. On July 25, 2024, the Company announced that the Audit Committee of the Company has recommended, and the Board of Directors has endorsed, the appointment of KPMG LLP (“KPMG”) as the Company’s external auditor for the fiscal year ending December 31, 2026. A resolution will be put to the shareholders at the 2026 Annual General Meeting to approve this appointment. PricewaterhouseCoopers LLP (“PwC”), who have been the Company’s independent auditor since the year ended December 31, 2017, did continue as the Company’s auditors for the year ending December 31, 2025 and will be dismissed at the conclusion of the Company’s 2026 Annual General Meeting.

During the fiscal years ended December 31, 2025, 2024 and 2023, PwC did not issue any reports on the financial statements of the Company or on the effectiveness of internal control over financial reporting that contained an adverse opinion or a disclaimer of opinion, nor were the auditors’ reports of PwC qualified or modified as to uncertainty, audit scope, or accounting principles. Furthermore, during the fiscal years ended December 31, 2025, 2024 and 2023, no “disagreements,” as that term is defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions to Item 16F of Form 20-F, occurred over any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to PwC’s satisfaction would have caused it to make reference to the subject matter of the disagreement in connection with reports it issued during such period, or any “reportable event,” as that term is described in Item 16F(a)(1)(v) of Form 20-F.

The Company has provided PwC with a copy of the foregoing disclosure and has requested that they furnish the Company with a letter addressed to the SEC stating whether they agree with the statements contained herein and, if not, stating the respects in which they do not agree. A copy of PwC’s letter is included as exhibit 15.4 to this Form 20-F dated February 24, 2026.

ITEM 16G. CORPORATE GOVERNANCE

The Company is a public limited company incorporated in the United Kingdom admitted to the equity shares (commercial companies) category of the Official List of the Financial Conduct Authority (“FCA”) and to trading on the main market of the London Stock Exchange. As a result, it follows the U.K. Corporate Governance Code 2018 (the “U.K. Code”) in respect of its corporate governance practices. The current edition of the U.K. Code, which came into effect for reporting periods beginning on or after January 1, 2019, was effective to the Company for the year ended December 31, 2025. The Companies Act 2006 (the “U.K. Act”) and the Listing Rules of the U.K. Financial Conduct Authority (the “FCA Rules”) imposes certain requirements that also influence the Company’s corporate governance practices. The Company’s Ordinary Shares are listed on the New York Stock Exchange 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.

The Company is required to disclose any significant ways in which its corporate governance practices differ from those followed by US companies under the NYSE Standards. In addition, the Company must comply fully with the provisions of the NYSE Standards relating to the composition, responsibilities and operation of audit committees, applicable to foreign private issuers. These provisions incorporate the rules concerning audit committees implemented by the SEC under the Sarbanes-Oxley Act. The Company has reviewed the corporate governance practices required to be followed by US companies under the NYSE Standards and its corporate governance practices are generally consistent with those standards. 50

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 Standards		AstraZeneca 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 listed company’s external auditor, unless there is a conflicting requirement under the home country laws of the company.		Under the U.K. Act, a company’s external auditors are appointed by its shareholders, or in limited circumstances, by the directors of the company or the Secretary of State. Under the U.K. Code, a company’s audit committee is responsible for, amongst other things: conducting the tender process and making recommendations to the board, about the appointment, reappointment and removal of the external auditor, and approving the remuneration and terms of engagement of the external auditor; reviewing and monitoring the external auditor’s independence and objectivity; reviewing the effectiveness of the external audit process, taking into consideration relevant U.K. professional and regulatory requirements; and developing and implementing policy on the engagement of the external auditor to supply non-audit services. In the event that the board does not accept the audit committee’s recommendation on the external auditor appointment, reappointment or removal, a statement from the audit committee explaining its recommendation and the reasons why the board has taken a different position should be included in the company’s annual report. This should also be included in any papers recommending appointment or reappointment.
2. Under the NYSE Standards, the nominating/corporate governance committee and compensation committee are to be composed entirely of independent directors.		Under the U.K. Code, a majority of the members of the Company’s nomination committee should be independent non-executive directors. Under the U.K. Code, the chair of the Company may be a member or chair of the nomination committee, provided he or she was considered independent on appointment as chair. However, the chair of the board may not chair the nomination committee when it is dealing with the appointment of his or her successor.<br><br><br><br>Under the U.K. Code, all of the members of the Company’s Remuneration Committee should be independent non-executive directors, with a minimum membership of three. Under the U.K. Code, the chair of the Company may be a member, but not chair, of the Remuneration Committee, provided he or she was considered independent on appointment as chair. In addition, the chair of a company’s remuneration committee should have served for at least 12 months on a remuneration committee before his or her appointment.

3. Under the NYSE Standards, the compensation committee is to make recommendations to the listed company’s Board of Directors with respect to non-CEO executive officer compensation and certain other compensation plans which are subject to Board approval.		Under the U.K. Code, the Company’s Remuneration Committee determines the Company’s global remuneration frameworks and principles, approves individual salary decisions and related matters for executive members of the Company’s Board of Directors, the Senior Executive Team and the Company Secretary, and reviews annual bonus payments for all executives reporting directly to the Senior Executive Team 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.<br><br><br><br>Under the U.K. Act, the Company is required to offer shareholders: (i) a binding vote on the Company’s forward looking remuneration policy for its directors at least every three years; and (ii) a separate annual advisory vote on the implementation of the Company’s existing remuneration policy in terms of the payments and share awards made to its directors during the year, which is disclosed in an annual remuneration report. The U.K. Code does not require that the terms of reference of the Company’s Remuneration Committee specify that the chief executive officer may not be present during voting or deliberations on his or her compensation.

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 FCA Rules, 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 FCA 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).

5. Under the NYSE Standards, each listed company Chief Executive Officer must certify to the NYSE each year that he or she is not aware of any violation by the listed company of any NYSE corporate governance listing standards.		As the Company is a foreign private issuer, the Company’s Chief Executive Officer is not required to make this certification. He is, however, required to promptly notify the NYSE in writing after any executive officer of the Company becomes aware of any non- compliance with any NYSE corporate governance rules applicable to the Company.<br><br><br><br>The FCA Rules require the Company to include a statement in its annual report and accounts as to whether it has complied throughout the applicable accounting period with all relevant provisions set out in the U.K. Code or, if it has not complied, set out those provisions it has not complied with and its reasons for non-compliance.

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 16J. INSIDER TRADING POLICIES

As part of its Global Policy Framework, the Company has adopted a written Standard for Dealing in Shares and Securities governing any type of transaction in our securities, including purchases, sales, and other acquisitions and dispositions, by our directors and executive officers, as well as employees and third parties who are in possession of inside information or otherwise restricted from dealing in our securities. The Standard for Dealing in Shares and Securities is designed to promote compliance with applicable insider trading laws, rules and regulations in, inter alia, the United Kingdom, United States and Sweden, and the NYSE Standards. A copy of the Standard for Dealing in Shares and Securities is included as exhibit 11.2 to this Form 20-F dated February 24, 2026.

ITEM 16K. CYBERSECURITY

Risk and Management Strategy

AstraZeneca employs complementary processes for assessing, identifying, and managing risk from cybersecurity threats. AstraZeneca information systems are protected by a multi-layered set of technology, processes, and cybersecurity experts consistent with the US National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF). Maturity against the NIST CSF controls is assessed via recurring independent third-party assessments, internal audits, and both enterprise-wide and targeted manufacturing site penetration testing conducted by a leading external partner. The outputs of these activities are represented in detailed cybersecurity operations and performance metrics. The recurring reports address risk and are reviewed by multiple leadership levels with summaries embedded in enterprise risk reporting provided to the Senior Executive Team (SET) and Audit Committee. Third-party partners are subject to appropriate NIST CSF controls as specified in AstraZeneca third-party risk management and procurement processes, and enforced via service agreement and contract terms and conditions, and ad hoc monitoring. AstraZeneca has not experienced any previous cybersecurity incidents that have materially impacted its business or business strategy. Ongoing risks from cybersecurity threats demand management vigilance, investment, and oversight, as further described below.

Governance

Cybersecurity remains a core AstraZeneca enterprise risk focus area. Enterprise risk reporting includes cybersecurity specific content. The Board of Directors’ Audit Committee provides oversight of risks from cybersecurity threats. The SET receives quarterly cybersecurity updates via the enterprise risk function, and via cybersecurity topics included in meeting agendas. The quarterly updates are forwarded to the Audit Committee. Audit Committee expertise includes leaders that have management expertise across a broad range of industries and market sectors which includes oversight of cybersecurity risk and incidents. The AstraZeneca cybersecurity risk management program is implemented by the Chief Information Security Officer (“CISO”), who reports to the Chief Information Officer (“CIO”). The CISO is the primary executive responsible for assessing and managing cybersecurity risks, including delivering recurring updates to CIO and SET via standardized quarterly reporting. The CISO has over three decades of cumulative cybersecurity expertise gained from increasingly complex roles in executive U.S. Government positions, Financial Services, and Retail industries. The CIO reviews risk management recommendations from the CISO and tracks AstraZeneca’s global internal audit management plans that include corrective actions to address exposed risk to information systems from cybersecurity threats. AstraZeneca maintains a global cybersecurity defence operations centre that relies on advanced technology, skilled cybersecurity operations staff and documented incident response plans that are closely coupled with AstraZeneca’s enterprise crisis management processes. Incident response plans and escalation via decision matrix criteria defined in crisis management procedures ensure management is informed of cybersecurity incident prevention, detection, mitigation, and remediation. The CIO and CISO report risk information to the Audit Committee via recurring Board of Directors presentations and written reports. 52

The information set forth under the heading “Strategic Report—Business Review—Growth and Therapy Area Leadership—Cybersecurity and data privacy” on page 36, “Strategic Report—Risk Overview—Cybersecurity risk” on page 47, “Strategic Report—Risk Overview—Principal Risks—Supply chain and business execution risks—Failure in information technology or cybersecurity” on page 48, and “Corporate Governance—Audit Committee Report—Activities during the year—Cybersecurity risk, digital security and information governance” on page 84, in each case of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference. Please also see the information above under the heading Item 3—“Key Information—Risk Factors—Supply chain and business execution risks—Failure in information technology or cybersecurity” above.

PART III

ITEM 17. FINANCIAL STATEMENTS

The Company has responded to Item 18 in lieu of this item.

ITEM 18. FINANCIAL STATEMENTS

The accompanying Consolidated Statements of Comprehensive Income, of Financial Position, of Changes in Equity and of Cash Flows and the Group Accounting Policies and the related notes (including tabular data) set forth under the headings “Financial Statements” on pages 114 to 191 (excluding the information set forth under the subheading “Independent Auditors’ Report to the Members of AstraZeneca PLC” on pages 116 to 124), in each case of AstraZeneca’s “Annual Report and Form 20-F Information 2025” included as exhibit 15.1 to this Form 20-F dated February 24, 2026 is incorporated by reference.

In accordance with Rule 405(a)(3) under Regulation S-T, this information (including tabular data) is reproduced under Item 8 herein tagged with Inline XBRL formatting.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of AstraZeneca PLC

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated statements of financial position of AstraZeneca PLC and its subsidiaries (the “Group”) as of 31 December 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended 31 December 2025, including the Group accounting policies and the related notes to the Group financial statements (collectively referred to as the “consolidated financial statements”). We also have audited the Group’s internal control over financial reporting as of 31 December 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Group as of 31 December 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended 31 December 2025 in conformity with (i) IFRS Accounting Standards as issued by the International Accounting Standards Board, (ii) UK-adopted International Accounting Standards and (iii) International Accounting Standards as adopted by the European Union. Also in our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of 31 December 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Group’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 15.B. Our responsibility is to express opinions on the Group’s consolidated financial statements and on the Group’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. 54

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting 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 audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

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 (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company (ii) 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 authorisations of management and directors of the company and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised 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.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Recognition and measurement of accruals for Managed Care, Medicaid and Medicare Part D rebates on US Product Sales (excluding Rare Diseases)

As described in the Group Accounting Policies, and Notes 2 and 20 to the consolidated financial statements, when invoicing Product Sales in the US, management estimates the rebates the Group expects to pay and considers there to be a significant estimate associated with the rebates for Managed Care, Medicaid and Medicare Part D. The major market with rebates and other revenue accruals is the US. The US Rebates, chargebacks, returns and other revenue accruals liability at 31 December 2025 amounted to $5,941 million (including $336 million attributed to Rare Diseases), principally consisting of rebates related to Managed Care, Medicaid and Medicare Part D. Rebates are amounts payable or credited to a customer, usually based on the quantity or value of Product Sales to the customer for specific products in a certain period. At the time Product Sales are invoiced, rebates and deductions that the Group expects to pay are estimated. These rebates typically arise from sales contracts with government payers, third-party managed care organisations and various state programmes. The methodology and assumptions used to estimate rebates and returns are monitored and adjusted regularly in the light of contractual and legal obligations, historical trends, past experience and projected market conditions. The rebate estimates include assumptions in respect of aggregate future sales levels, segment mix and customers’ contractual performance, and in addition for Managed Care, US Medicaid and Medicare Part D, the channel inventory levels, and assumptions related to lag time. 55

The principal considerations for our determination that performing procedures relating to recognition and measurement of accruals for Managed Care, Medicaid and Medicare Part D rebates on US Product Sales (excluding Rare Diseases) is a critical audit matter are the (i) significant judgement made by management when developing the estimate for the accruals for the Managed Care, Medicaid, and Medicare Part D programmes, which are monitored and adjusted in light of contractual and legal obligations, historical trends, past experience and projected market conditions (ii) high degree of auditor judgement, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to aggregate future sales levels, segment mix and customers’ contractual performance, the channel inventory levels, and lag time and (iii) the audit effort involved the use of professionals with specialised skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s recognition and measurement of the Managed Care, Medicaid, and Medicare Part D rebate accruals, including controls over the significant assumptions. These procedures also included, among others, (i) testing completeness and accuracy of data provided by management (ii) evaluating the reasonableness of management’s estimate by (a) developing an independent estimate of these accruals and (b) comparing the independent estimate to management‘s estimate (iii) evaluating the effect of any adjustments to prior years’ accruals in the current year’s results and (iv) testing actual payments made and rebate claims processed by the Group, and evaluating those claims for consistency with the contractual and mandated terms of the Group’s arrangements. Developing the independent estimate of the accruals involved independently evaluating the terms of the specific rebate programmes and/or contracts with customers; historical revenue data; market demand and market conditions in the US; third party information on inventory held by direct and indirect customers; and the historical trend of actual rebate claims paid. Professionals with specialised skill and knowledge were used to assist in assessing the compliance of the Group’s Medicaid rebate policies against the regulatory requirements.

Impairment assessment of the product, marketing and distribution rights and other intangibles

As described in the Group Accounting Policies and Note 11 to the consolidated financial statements, the Group has product, marketing and distribution rights totalling $35,934 million and other intangibles totalling $818 million (hereafter the intangible assets) at 31 December 2025. For the year ended 31 December 2025, the Group recorded net impairment charges of $218 million relating to product, marketing and distribution rights and net impairment charges of $12 million relating to other intangibles. Management performs an impairment trigger assessment for all intangible assets. Intangible assets under development and not available for use are tested annually for impairment and other intangible assets are tested when there is an indication of impairment loss or reversal. Where testing is required, the recoverable amount of the individual asset is estimated in order to determine the extent of impairment loss or reversal. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the Cash Generating Unit (CGU) to which it belongs. Group-level budgets and forecasts include forecast capital investment and operational impacts related to sustainability projects, as well as inflationary impacts, and form the basis for the value in use models used for impairment testing. An asset’s recoverable amount is determined as the higher of an asset’s or CGU’s fair value less costs to sell or value in use, in both cases using discounted cash flow calculations where the asset’s expected post-tax cash flows are risk-adjusted over their estimated remaining period of expected economic benefit. The key assumptions and significant estimates include the outcome of research and development activities, probability of technical and regulatory success, market volume, share and pricing (to derive peak year sales), the amount and timing of projected future cash flows, and sales erosion curves following patent expiry.

The principal considerations for our determination that performing procedures relating to the impairment assessment of the product, marketing and distribution rights and other intangibles is a critical audit matter are the (i) significant judgement made by management when determining the recoverable amount of the Group’s individual assets or CGUs (ii) high degree of auditor judgement, subjectivity, and effort in performing procedures and evaluating significant assumptions in management’s cash flow projections related to the probability of technical and regulatory success, market volume, share and pricing (to derive peak year sales), and sales erosion curves following patent expiry and (iii) the audit effort involved the use of professionals with specialised skill and knowledge. 56

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s intangible asset impairment assessment, controls over the identification of triggering events and the valuation of the recoverable amounts of the Group’s individual assets or CGUs, including controls over the significant assumptions. These procedures also included, among others (i) testing management’s process for identifying indicators of impairment and for developing the estimated recoverable amounts (ii) evaluating the appropriateness of the methodology used by management to estimate the recoverable amounts (iii) testing the completeness and accuracy of underlying data used in the models and (iv) evaluating the reasonableness of the significant assumptions used by management related to the probability of technical and regulatory success, with the assistance of professionals with specialised skill and knowledge, and market volume, share and pricing (to derive peak year sales), and sales erosion curves following patent expiry. Evaluating management’s assumptions related to the probability of technical and regulatory success, market volume, share and pricing (to derive peak year sales), and sales erosion curves following patent expiry involved evaluating whether the assumptions used by management were reasonable considering 1) consistency with external market and industry data and benchmarks 2) performing comparisons of current and past long term forecasts and 3) performing comparisons of management’s probability of technical and regulatory success benchmarks to actual trial and regulatory success rates for the past three years.

Recognition and measurement of legal provisions and disclosure of contingent liabilities

As described in the Group Accounting Policies, Note 21 and Note 30 to the consolidated financial statements, the Group is involved in various legal proceedings considered typical to its business, including actual or threatened litigation and actual or potential government investigations relating to employment matters, product liability, commercial disputes, pricing, sales and marketing practices, infringement of IP rights and the validity of certain patents and competition laws. Most of the claims involve highly complex issues. Often these issues are subject to substantial uncertainties and, therefore, the probability of a loss, if any, being sustained and/or an estimate of the amount of any loss is difficult to ascertain. As at 31 December 2025 the Group held legal provisions of $376 million and disclosed the more significant legal matters. Provisions are recognised when there is a legal or constructive present obligation as a result of a past event, it is probable that an outflow of economic resources will be required to settle the obligation and a reasonable estimate can be made of the amount of the obligation. Provision is made where an adverse outcome is probable and associated costs, including related legal costs, can be estimated reliably. Management’s assessment as to whether or not to recognise provisions or assets, and of the amounts concerned, usually involves a series of complex judgements about future events and can rely heavily on estimates and assumptions. Determining the timing of recognition of when an adverse outcome is probable is considered a key judgement.

The principal considerations for our determination that performing procedures related to recognition and measurement of legal provisions and disclosure of contingent liabilities is a critical audit matter are (i) the significant judgement made by management when assessing whether an adverse outcome is probable and can be estimated reliably (ii) a high degree of auditor judgement, subjectivity and effort in performing procedures and evaluating management’s assessment of the legal provisions and disclosures of contingent liabilities and (iii) the audit effort involved the use of professionals with specialised skill and knowledge.

Valuation of defined benefit obligations in the United Kingdom (“UK”)

As described in the Group Accounting Policies and Note 22 to the consolidated financial statements, the Group and most of its subsidiaries offer post retirement pension plans which cover the majority of its employees. Several of these plans are defined benefit, where benefits are based on employees’ length of service and linked to their salary. As at 31 December 2025 the Group had defined benefit obligations of $4,767 million in the UK. Qualified independent actuaries, engaged by management, have updated the actuarial valuations under IAS 19 for the major defined benefit plans operated by the Group to 31 December 2025. In respect of defined benefit plans, obligations are determined using the projected unit credit method and are discounted to present value by reference to market yields on high-quality corporate bonds. Given the extent of the assumptions used to determine the value of scheme liabilities, these are considered to be significant estimates. The assumptions include mortality, inflation and discount rates for the UK.

The principal considerations for our determination that performing procedures relating to the valuation of defined benefit obligations in the UK is a critical audit matter are (i) the significant judgement made by management, including the use of management’s experts, when determining the present value of defined benefit obligations (ii) a high degree of auditor judgement, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the mortality, inflation and discount rates, and (iii) the audit effort involved the use of professionals with specialised skill and knowledge.

PricewaterhouseCoopers LLP

London, United Kingdom

10 February 2026

We have served as the Group’s auditor since 2017.

ITEM 19. EXHIBITS^(1)^

1.1		Articles of Association of AstraZeneca PLC (incorporated into this Form 20-F by reference to AstraZeneca PLC’s Form 6-K filed November 3, 2025 (File No. 001-11960)).
2.1		Description of the registrant’s securities registered pursuant to Section 12 of the Securities and Exchange Act of 1934.
4.1		Employment Agreement between AstraZeneca UK Limited and Pascal Soriot, dated December 15, 2016 (incorporated into this Form 20-F by reference to Exhibit 4.3 of AstraZeneca PLC’s Form 20-F filed March 7, 2017 (File No. 001-11960)).
4.2		Employment Agreement between AstraZeneca UK Limited and Aradhana Sarin, dated August 1, 2021 (incorporated into this Form 20-F by reference to Exhibit 4.2 of AstraZeneca PLC’s Form 20-F filed February 22, 2022 (File No. 001-11960).
4.3		Form of Deed of Indemnity for Directors (used for all Directors from November 10, 2022) (incorporated into this Form 20-F by reference to Exhibit 4.3 of AstraZeneca PLC’s Form 20-F filed February 21, 2023 (File No. 001-11960)).
8.1		List of significant subsidiaries of AstraZeneca PLC.
11.2		AstraZeneca Insider Trading Policy.

12.1		Certification of Pascal Soriot filed pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
12.2		Certification of Aradhana Sarin filed pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
13.1		Certification of Pascal Soriot and Aradhana Sarin furnished pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C. 1350.
15.1		Annual Report and Form 20-F Information 2025.^(2)^
15.2		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
15.3		Consent of IQVIA Inc.
15.4		Letter from PricewaterhouseCoopers LLP addressed to the SEC regarded the change of Registrant’s Certifying Accountants disclosure in this Form 20-F.

17.1		List of subsidiary guarantors and issuers of guaranteed securities.

97.1		AstraZeneca US Clawback Policy Applicable to Executive Officers.

101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema.
101.CAL		XBRL Taxonomy Extension Scheme Calculation Linkbase.
101.DEF		XBRL Taxonomy Extension Scheme Definition Linkbase.
101.LAB		XBRL Taxonomy Extension Scheme Label Linkbase.
101.PRE		XBRL Taxonomy Extension Scheme Presentation Linkbase.
(1)	Exhibits other than those listed above are omitted when in the opinion of the registrant they are either not applicable or not material. Other Exhibits previously filed have been omitted when in the opinion of the registrant such Exhibits are no longer material.
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(2)	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 2025 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/ Matthew Bowden
		Name:	Matthew Bowden
		Title:	Company Secretary
February 24, 2026

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

1.	Consolidated Statement of Comprehensive Income	F-2
2.	Consolidated Statement of Financial Position	F-3
3.	Consolidated Statement of Changes in Equity	F-4
4.	Consolidated Statements of Cash Flows	F-5
5.	Group Accounting Policies	F-6
6.	Notes to the Group Financial Statements	F-13

F-1

Consolidated Statement of Comprehensive Income

for the year ended 31 December


		2025	2024	2023
	Notes	$m	$m	m
– Product Sales	2	55,573	50,938	43,789
– Alliance Revenue	2	3,067	2,212	1,428
Product Revenue		58,640	53,150	45,217
Collaboration Revenue	2	99	923	594
Total Revenue		58,739	54,073	45,811
Cost of sales		(10,633)	(10,207)	(8,268)
Gross profit		48,106	43,866	37,543
Distribution expense		(579)	(555)	(539)
Research and development expense	3	(14,232)	(13,583)	(10,935)
Selling, general and administrative expense	3	(19,933)	(19,977)	(19,216)
Other operating income and expense	3	381	252	1,340
Operating profit		13,743	10,003	8,193
Finance income	4	360	458	344
Finance expense	4	(1,694)	(1,742)	(1,626)
Share of after tax losses in associates and joint ventures	12	(7)	(28)	(12)
Profit before tax		12,402	8,691	6,899
Taxation	5	(2,169)	(1,650)	(938)
Profit for the period		10,233	7,041	5,961

Other comprehensive income:
Items that will not be reclassified to profit and loss:
Remeasurement of the defined benefit pension liability	22	290	80	(406)
Net gains on equity investments measured at fair value through Other comprehensive income		188	139	278
Fair value movements related to own credit risk on bonds designated as fair value through profit or loss		–	12	(6)
Tax (expense)/income on items that will not be reclassified to profit and loss	5	(94)	(43)	101
		384	188	(33)
Items that may be reclassified subsequently to profit and loss:
Foreign exchange arising on consolidation	23	2,387	(957)	608
Foreign exchange arising on designated liabilities in net investment hedges	23	18	(122)	24
Fair value movements on cash flow hedges		263	(129)	266
Fair value movements on cash flow hedges transferred to profit and loss		(314)	177	(145)
Fair value movements on derivatives designated in net investment hedges	23	14	39	44
Gains/(costs) of hedging		1	(21)	(19)
Tax (expense)/income on items that may be reclassified subsequently to profit and loss	5	(50)	25	(12)
		2,319	(988)	766
Other comprehensive income/(expense) for the period, net of tax		2,703	(800)	733
Total comprehensive income for the period		12,936	6,241	6,694
Profit attributable to:
Owners of the Parent		10,225	7,035	5,955
Non-controlling interests	26	8	6	6
Total comprehensive income attributable to:
Owners of the Parent		12,920	6,236	6,688
Non-controlling interests	26	16	5	6

Basic earnings per $0.25 Ordinary Share	6	$6.60	$4.54	3.84
Diluted earnings per $0.25 Ordinary Share	6	$6.54	$4.50	3.81
Weighted average number of Ordinary Shares in issue (millions)	6	1,550	1,550	1,549
Diluted weighted average number of Ordinary Shares in issue (millions)	6	1,562	1,563	1,562

Dividends declared and paid in the period	25	4,846	4,602	4,487

All values are in US Dollars.

All activities were in respect of continuing operations.

$m means millions of US dollars.

F-2

Consolidated Statement of Financial Position

at 31 December


		2025	2024
	Notes	$m	m
Assets
Non-current assets
Property, plant and equipment	8	12,962	10,252
Right-of-use assets	9	1,741	1,395
Goodwill	10	21,242	21,025
Intangible assets	11	37,846	37,177
Investments in associates and joint ventures	12	302	268
Other investments	13	2,223	1,632
Derivative financial instruments	14	498	182
Other receivables	15	1,327	930
Income tax receivable	5	1,391	–
Deferred tax assets	5	5,819	5,347
		85,351	78,208
Current assets
Inventories	16	6,557	5,288
Trade and other receivables	17	15,177	12,972
Other investments	13	30	166
Derivative financial instruments	14	90	54
Income tax receivable	5	1,158	1,859
Cash and cash equivalents	18	5,711	5,488
		28,723	25,827
Total assets		114,074	104,035
Liabilities
Current liabilities
Interest-bearing loans and borrowings	19	(3,104)	(2,337)
Lease liabilities	9	(382)	(339)
Trade and other payables	20	(25,280)	(22,465)
Derivative financial instruments	14	(81)	(50)
Provisions	21	(686)	(1,269)
Income tax payable	5	(1,084)	(1,406)
		(30,617)	(27,866)
Non-current liabilities
Interest-bearing loans and borrowings	19	(24,715)	(26,506)
Lease liabilities	9	(1,421)	(1,113)
Derivative financial instruments	14	–	(115)
Deferred tax liabilities	5	(3,500)	(3,305)
Retirement benefit obligations	22	(1,105)	(1,330)
Provisions	21	(918)	(921)
Income tax payable	5	(700)	(238)
Other payables	20	(2,379)	(1,770)
		(34,738)	(35,298)
Total liabilities		(65,355)	(63,164)
Net assets		48,719	40,871
Equity
Capital and reserves attributable to equity holders of the Company
Share capital	24	388	388
Share premium account		35,266	35,226
Capital redemption reserve		153	153
Merger reserve		448	448
Other reserves	23	1,440	1,411
Retained earnings	23	10,972	3,160
		48,667	40,786
Non-controlling interests	26	52	85
Total equity		48,719	40,871

All values are in US Dollars.

The Financial Statements from pages 125 to 196 were approved by the Board and were signed on its behalf by


Pascal Soriot	Aradhana Sarin
Director	Director
10 February 2026

F-3

Consolidated Statement of Changes in Equity

for the year ended 31 December


			Share	Capital				Total	Non-
		Share	premium	redemption	Merger	Other	Retained	attributable	controlling	Total
		capital	account	reserve	reserve	reserves	earnings	to owners	interests	equity
		$m	$m	$m	$m	$m	$m	$m	$m	m
At 1 January 2023		387	35,155	153	448	1,468	(574)	37,037	21	37,058
Profit for the period		–	–	–	–	–	5,955	5,955	6	5,961
Other comprehensive income^1^		–	–	–	–	–	733	733	–	733
Transfer to Other reserves^2^		–	–	–	–	(4)	4	–	–	–
Transactions with owners
Dividends (Note 25)		–	–	–	–	–	(4,487)	(4,487)	–	(4,487)
Dividends paid to non-controlling interests (Note 25)		–	–	–	–	–	–	–	(4)	(4)
Issue of Ordinary Shares		1	33	–	–	–	–	34	–	34
Share-based payments charge for the period (Note 29)		–	–	–	–	–	579	579	–	579
Settlement of share plan awards		–	–	–	–	–	(708)	(708)	–	(708)
Net movement		1	33	–	–	(4)	2,076	2,106	2	2,108
At 31 December 2023		388	35,188	153	448	1,464	1,502	39,143	23	39,166
Profit for the period		–	–	–	–	–	7,035	7,035	6	7,041
Other comprehensive expense^1^		–	–	–	–	–	(799)	(799)	(1)	(800)
Transfer to Other reserves^2^		–	–	–	–	15	(15)	–	–	–
Transactions with owners
Dividends (Note 25)		–	–	–	–	–	(4,602)	(4,602)	–	(4,602)
Dividends paid to non-controlling interests (Note 25)		–	–	–	–	–	–	–	(4)	(4)
Issue of Ordinary Shares		–	38	–	–	–	–	38	–	38
Changes in non-controlling interests		–	–	–	–	–	–	–	61	61
Movement in shares held by Employee Benefit Trusts^2^		–	–	–	–	(68)	–	(68)	–	(68)
Share-based payments charge for the period (Note 29)		–	–	–	–	–	660	660	–	660
Settlement of share plan awards		–	–	–	–	–	(621)	(621)	–	(621)
Net movement		–	38	–	–	(53)	1,658	1,643	62	1,705
At 31 December 2024		388	35,226	153	448	1,411	3,160	40,786	85	40,871
Profit for the period	****	–	–	–	–	–	10,225	10,225	8	10,233
Other comprehensive (expense)/income^1^	****	–	–	–	–	(61)	2,756	2,695	8	2,703
Transfer to Other reserves^2^	****	–	–	–	–	47	(47)	–	–	–
Transactions with owners
Dividends (Note 25)	****	–	–	–	–	–	(4,846)	(4,846)	–	(4,846)
Dividends paid to non-controlling interests (Note 25)		–	–	–	–	–	–	–	(6)	(6)
Issue of Ordinary Shares	****	–	40	–	–	–	–	40	–	40
Changes in non-controlling interests		–	–	–	–	–	(214)	(214)	(43)	(257)
Movement in shares held by Employee Benefit Trusts^2^		–	–	–	–	43	–	43	–	43
Share-based payments charge for the period (Note 29)	****	–	–	–	–	–	719	719	–	719
Settlement of share plan awards		–	–	–	–	–	(781)	(781)	–	(781)
Net movement	****	–	40	–	–	29	7,812	7,881	(33)	7,848
At 31 December 2025	****	388	35,266	153	448	1,440	10,972	48,667	52	48,719

All values are in US Dollars.

Included within Other comprehensive income of $2,703m (2024: expense of $800m; 2023: income of $733m) is a gain of $1m (2024: charge of $21m; 2023: charge of $19m), relating to Gains/(costs) of hedging.

Amounts charged or credited to Other reserves relate to exchange adjustments arising on goodwill and movements in shares held by Employee Benefit Trusts. Transfer to Other reserves includes $70m (2024: $nil; 2023: $nil) in respect of the opening balance on the cash flow hedge reserve. The cash flow hedge reserve was previously disclosed within Retained earnings but from 2025 is disclosed within Other reserves.

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F-4

Consolidated Statement of Cash Flows

for the year ended 31 December


		2025	2024	2023
	Notes	$m	$m	m
Cash flows from operating activities
Profit before tax		12,402	8,691	6,899
Finance income and expense	4	1,334	1,284	1,282
Share of after tax losses in associates and joint ventures	12	7	28	12
Depreciation, amortisation and impairment	3	5,733	6,688	5,387
Increase in trade and other receivables		(1,728)	(1,624)	(1,425)
Increase in inventories		(755)	(131)	(669)
Increase in trade and other payables and provisions		1,346	862	2,394
Gains on disposal of intangible assets	3	(168)	(64)	(251)
Fair value movements on contingent consideration arising from business combinations	20	(97)	311	549
Non-cash and other movements	18	662	(121)	(386)
Cash generated from operations		18,736	15,924	13,792
Interest paid		(1,316)	(1,313)	(1,081)
Tax paid		(2,845)	(2,750)	(2,366)
Net cash inflow from operating activities		14,575	11,861	10,345
Cash flows from investing activities
Acquisition of subsidiaries, net of cash acquired	27	(66)	(2,771)	(189)
Payments upon vesting of employee share awards attributable to business combinations	27	–	(3)	(84)
Payment of contingent consideration from business combinations	20	(1,164)	(1,008)	(826)
Purchase of property, plant and equipment		(2,810)	(1,924)	(1,361)
Disposal of property, plant and equipment		13	55	132
Purchase of intangible assets		(3,095)	(2,662)	(2,417)
Disposal of intangible assets		136	123	291
Movement in profit-participation liability	3	–	–	190
Purchase of non-current asset investments		(229)	(96)	(136)
Disposal of non-current asset investments		–	78	32
Movement in short-term investments, fixed deposits and other investing instruments		131	30	97
Payments to associates and joint ventures	12	(10)	(158)	(80)
Disposal of investments in associates and joint ventures		–	13	–
Interest received		286	343	287
Net cash outflow from investing activities		(6,808)	(7,980)	(4,064)
Net cash inflow before financing activities		7,767	3,881	6,281
Cash flows from financing activities
Proceeds from issue of share capital		40	38	33
Own shares purchased by Employee Benefit Trusts		(521)	(81)	–
Payments to acquire non-controlling interests		(183)	–	–
Issue of loans and borrowings		15	6,492	3,816
Repayment of loans and borrowings		(2,029)	(4,652)	(4,942)
Dividends paid	25	(4,971)	(4,629)	(4,481)
Hedge contracts relating to dividend payments	25	113	16	(19)
Repayment of obligations under leases		(372)	(316)	(268)
Movement in short-term borrowings		364	(31)	161
Payment of Acerta Pharma share purchase liability		–	(833)	(867)
Net cash outflow from financing activities		(7,544)	(3,996)	(6,567)
Net increase/(decrease) in Cash and cash equivalents in the period		223	(115)	(286)
Cash and cash equivalents at the beginning of the period		5,429	5,637	5,983
Exchange rate effects		46	(93)	(60)
Cash and cash equivalents at the end of the period	18	5,698	5,429	5,637

All values are in US Dollars.

F-5

Group Accounting Policies

Basis of accounting and preparation of financial information

The Consolidated Financial Statements (or Group Financial Statements) have been prepared under the historical cost convention, modified to include revaluation to fair value of certain financial instruments and pension plan assets and liabilities as described below, in accordance with UK-adopted international accounting standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. The Consolidated Financial Statements also comply fully with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) and International Accounting Standards as adopted by the European Union.

The Consolidated Financial Statements are presented in US dollars, which is the Company’s functional currency.

New accounting requirements

The following amendments have been issued and adopted:

>	amendments to IAS 21 'The Effects of Changes in Foreign Exchange Rates', effective for periods beginning on or after 1 January 2025 - endorsed by the United Kingdom Endorsement Board (UKEB) on 15 July 2024.

The above amendments did not have a significant impact on the Group’s net results, net assets or disclosures.

Product revenue subtotal

Effective 1 January 2025, the Group has updated the presentation of Total Revenue on the face of the Consolidated Statement of Comprehensive Income to include a new subtotal ‘Product Revenue’. This represents the summation of Product Sales and Alliance Revenue on the basis of the similar characteristics of the underlying product sales curve profiles related to the end customer. Product Revenue and Collaboration Revenue form Total Revenue. Product Sales and Alliance Revenue continue to be presented separately, with the new subtotal providing additional aggregation of revenue types with similar characteristics, reflecting the growing importance of Alliance Revenue.

There are no changes to the Revenue accounting policy regarding the types of transactions recorded in each revenue category. The comparative years have been retrospectively adjusted to reflect the additional subtotal, resulting in total Product Revenue being reported for the year ended 31 December 2024 of $53,150m and the year ended 31 December 2023 of $45,217m.

Basis for preparation of Financial Statements on a going concern basis

The Group has considerable financial resources available. As at 31 December 2025, the Group has $10.6bn in financial resources (cash and cash equivalent balances of $5.7bn and undrawn committed bank facilities of $4.9bn that are available until April 2030), with $3.5bn of borrowings due within one year. These facilities contain no financial covenants, and in January 2026 their maturity was extended to April 2031.

The Group has assessed the prospects of the Group over a period longer than the required 12 months from the date of Board approval of these Consolidated Financial Statements, with no deterioration noted requiring a further extension of this review. The Group’s revenues are largely derived from sales of medicines covered by patents, which provide a relatively high level of resilience and predictability to cash inflows, although government price interventions in response to budgetary constraints are expected to continue to adversely affect revenues in some of our significant markets. The Group, however, anticipates new revenue streams from both recently launched medicines and those in development, and the Group has a wide diversity of customers and suppliers across different geographic areas.

Consequently, the Directors believe that, overall, the Group is well placed to manage its business risks successfully. Accordingly, they continue to adopt the going concern basis in preparing the Annual Report and Financial Statements.

Estimates and judgements

The preparation of the Financial Statements in conformity with generally accepted accounting principles requires management to make estimates and judgements that affect the reported amounts of assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The accounting policy descriptions set out the areas where judgements and estimates need exercising, the most significant of which include the following Key Judgements and Significant Estimates:

>	revenue recognition – see Revenue accounting policy on page 130 and Note 2 on page 141
>	expensing of internal development expenses – see Research and development accounting policy on page 131
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>	impairment reviews of Intangible assets – see Note 11 on page 153
---	---
>	useful economic life of Intangible assets – see Research and development accounting policy on page 131
---	---
>	business combinations and Goodwill – see Business combinations and goodwill accounting policy on page 134
---	---
>	litigation liabilities – see Legal proceedings within Note 30 on page 181
---	---
>	operating segments – see Note 7 on page 147
---	---
>	employee benefits – see Note 22 on page 168
---	---
>	taxation – see Note 30 on page 190.
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The Group has assessed the impact of sustainability topics on its financial reporting. This includes an impact assessment on the valuation and useful lives of Intangible assets and the identification and measurement of provisions and contingent liabilities in response to climate and pollution risks.

Sustainability-related opportunities on innovation are integral to the Financial Statements with a key indicator of the Group’s investment being Research and development (R&D) expense. Business conduct and patient safety are both considered as part of our recognition and measurement of provisions and contingent liabilities, noted within sections of Government investigations and proceedings and Product liability litigation as relevant, of Note 30. No material accounting impacts or changes to judgements or other required disclosures were noted.

Key Judgements are those judgements made in applying the Group’s accounting policies that have a material effect on the amounts of assets and liabilities recognised in the Financial Statements.

A Significant Estimate has a significant risk of material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Financial risk management policies are detailed in Note 28 to the Financial Statements from page 171.

AstraZeneca’s management considers the following to be the material accounting policies in the context of the Group’s operations.

Revenue

Revenue comprises Product Sales, Alliance Revenue and Collaboration Revenue.

Revenue excludes inter-company revenues and value-added taxes. F-6

Product Sales

Product Sales represent net invoice value less estimated rebates, returns and chargebacks, which are considered to be variable consideration and include significant estimates. Sales are recognised when the control of the goods has been transferred to a third party. This is usually when title passes to the customer, either on shipment or on receipt of goods by the customer, depending on local trading terms. Revenue is not recognised in full until it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur.

Rebates are amounts payable or credited to a customer, usually based on the quantity or value of Product Sales to the customer for specific products in a certain period. Product Sales rebates, which relate to Product Sales that occur over a period of time, are normally issued retrospectively.

At the time Product Sales are invoiced, rebates and deductions that the Group expects to pay are estimated based upon assumptions developed using contractual terms, historical experience and market-related information. The rebates and deductions are recognised as variable consideration and recorded as a reduction to revenue with an accrual recorded. These rebates typically arise from sales contracts with government payers, third-party managed care organisations, hospitals, long-term care facilities, group purchasing organisations and various state programmes.

In markets where returns are significant, estimates of the quantity and value of goods which may ultimately be returned are accounted for at the point revenue is recognised. Our returns accruals are based on actual experience over the preceding 12 months for established products together with market-related information such as estimated stock levels at wholesalers and competitor activity which we receive via third-party information services. For newly launched products, we use rates based on our experience with similar products or a predetermined percentage.

When a product faces generic competition, particular attention is given to the possible levels of returns and, in cases where the circumstances are such that the level of Product Sales are considered highly probable to reverse, revenues are only recognised when the right of return expires, which is generally on ultimate prescription of the product to patients.

The methodology and assumptions used to estimate rebates and returns are monitored and adjusted regularly in the light of contractual and legal obligations, historical trends, past experience and projected market conditions. Once the uncertainty associated with returns is resolved, revenue is adjusted accordingly.

Under certain collaboration agreements which include a profit sharing mechanism, our recognition of Product Sales depends on which party acts as principal in sales to the end customer. In the cases where AstraZeneca acts as principal, we record 100% of sales to the end customer. In the cases where AstraZeneca does not act as principal, we record the share of gross profits received within Alliance Revenue.

Certain arrangements include bill-and-hold arrangements under which the Group invoices a customer for a product but retains physical possession of the product until it is transferred to the customer at a point in time in the future. For these types of arrangements, an assessment is made to determine when the performance obligation has been satisfied, which is when control of the product is transferred to the customer. If the customer has obtained control of the product even though that product remains in the Group's physical possession, the performance obligation to transfer a product has been satisfied and Product Sales are recognised. Control is considered to have transferred when the reason for the bill-and-hold arrangement is substantive, the product can be identified separately as belonging to the customer, the product is ready for physical transfer to the customer and AstraZeneca is unable to use or sell the product to another customer.

Alliance Revenue

Alliance Revenue comprises income arising from the ongoing operation of collaborative arrangements related to sales made by collaboration partners, where AstraZeneca is entitled to a share of gross profits, a share of revenues or royalties, which are recurring in nature while the collaboration agreement remains in place. Alliance Revenue does not include Product Sales where AstraZeneca is leading commercialisation in a territory, or reimbursement for AstraZeneca-incurred expenses such as R&D or promotion costs, which arise from the license of intellectual property.

The Group periodically enters into transactions where it acquires part of the rights to a product intangible (either on-market or in-process R&D), but for commercial reasons does not act as principal in selling the product to the customer and therefore does not recognise income from the product in the form of Product Sales. This may occur where, for example, a collaboration partner retains the right to commercialise in a specific territory, and has sufficient local control over that commercialisation to book Product Sales, while the Group instead receives a proportion of the value generated by those Product Sales, either in the form of a share of gross profits, a share of revenues or a royalty. This revenue is recognised when the Group's right to receive the share of the collaboration partner’s income is established and can be reliably measured.

Where an out-licensing arrangement meets the definition of a licence agreement, sales royalties are recognised when achieved by applying the royalty exemption under IFRS 15 ‘Revenue from Contracts with Customers’. Where the arrangement meets the definition of a licence agreement, share of gross profits, share of revenues and sales royalties are recognised when achieved by applying the royalty exemption under IFRS 15. All other sales royalties are recognised when considered it is highly probable there will not be a significant reversal of cumulative income. The determination requires estimates to be made in relation to future Product Sales.

Collaboration Revenue

Collaboration Revenue includes income arising from entering into collaborative arrangements where the Group has out-licensed (sold) certain rights associated with products and where AstraZeneca retains a significant ongoing economic interest in the product. Significant interest can include ongoing supply of finished goods, profit sharing arrangements or being principal in the sales of medicines. These collaborations may include development, manufacturing and/or commercialisation arrangements with the collaborator. Income from out-licences may take the form of upfront fees and milestones.

Timing of recognition of clinical and regulatory milestones is considered to be a Key Judgement. There can be significant uncertainty over whether it is highly probable that there would not be a significant reversal of cumulative revenue in respect of specific milestones if these are recognised before they are triggered due to them being subject to the actions of third parties. In general, where the triggering of a milestone is subject to the decisions of third parties (e.g. the acceptance or approval of a filing by a regulatory authority), the Group does not consider that the threshold for recognition is met until that decision is made.

Where Collaboration Revenue arises from the licensing of the Group’s own intellectual property, the licences we grant are typically rights to use intellectual property which do not change during the period of the licence and therefore related non-conditional revenue is recognised at the point the licence is granted and variable consideration as soon as recognition criteria are met.

Other performance obligations in the contract might include the supply of product. These arrangements typically involve the receipt of an upfront payment, which the contract attributes to the license of the intangible assets, and ongoing receipts for supply, which the contract attributes to the sale of the product we manufacture. In cases where the transaction has two or more components, we account for the delivered item (for example, the transfer of title to the intangible asset) as a separate unit of account and record revenue on delivery of that component. Where practicable, consideration is allocated to performance obligations on the basis of the standalone selling price of each performance obligation. However, where there is a licence of intellectual property, it is not always possible to establish a reliable estimate of the standalone selling price of the licence as they are unique. Therefore, in these rare situations, the residual approach is used to determine the consideration attributable to the licence. F-7

Where fixed amounts are payable over one year from the effective date of a contract, an assessment is made as to whether a significant financing component exists, and if so, the fair value of this component is deferred and recognised as financing income over the period to the expected date of receipt.

Where control of a right-to-use licence for an intangible asset passes at the outset of an arrangement, revenue is recognised at the point in time control is transferred. Where the substance of a licence arrangement is that of a right-to-access rights attributable to an intangible asset, revenue, in the form of an upfront fee, is recognised over time, normally on a straight-line basis over the life of the contract.

Where Collaboration Revenue is recorded and there is a related intangible asset that is licensed as part of the arrangement, an appropriate amount of that intangible asset is charged to Cost of sales based on an allocation of cost or value to the rights that have been licensed.

Cost of sales

Cost of sales are recognised as the associated revenue is recognised. Cost of sales include manufacturing costs, royalties payable on revenues recognised, movements in provisions for inventories, inventory write-offs and impairment charges in relation to manufacturing assets. Cost of sales also includes co-collaborator sharing of profit arising from collaborations, and foreign exchange gains and losses arising from business trading activities.

Research and development

Research expenditure is charged to profit and loss in the year in which it is incurred.

Internal development expenditure is capitalised only if it meets the recognition criteria of IAS 38 ‘Intangible Assets’. This is considered a Key Judgement. Where regulatory and other uncertainties are such that the criteria are not met, the expenditure is charged to profit and loss and this is almost invariably the case prior to approval of the drug by the relevant regulatory authority. Where, however, recognition criteria are met, Intangible assets are capitalised and amortised on a straight-line basis over their useful economic lives from product launch. At 31 December 2025, no amounts have met the recognition criteria.

Payments to in-license products and compounds from third parties for new research and development projects (in process research and development) generally take the form of upfront payments, milestones and royalty payments. Where payments made to third parties represent consideration for future research and development activities, an evaluation is made as to the nature of the payments. Such payments are expensed if they represent compensation for sub-contracted research and development services not resulting in a transfer of intellectual property. By contrast, payments are capitalised if they represent compensation for the transfer of identifiable intellectual property developed at the risk of the third party. Such payments may be made once development or regulatory milestones are met and may also be made on the basis of sales volumes once a product is launched. Development and regulatory milestone payments are capitalised as the milestone is triggered. Sales-related payments are accrued and capitalised with reference to the latest Group sales forecasts for approved indications at the present value of expected future cash flows. Assets capitalised are amortised, on a straight-line basis, over their useful economic lives from product launch.

The determination of useful economic life is considered to be a Key Judgement. On product launch, the Group makes a judgement as to the expected useful economic life with reference to the expiry of associated patents for the product, expectation around the competitive environment specific to the product and our detailed long-term risk-adjusted sales projections compiled annually across the Group and approved by the Board.

The useful economic life can extend beyond patent expiry dependent upon the nature of the product and the complexity of the development and manufacturing process. Significant sales can often be achieved post patent expiration.

Intangible assets

Intangible assets are stated at cost less accumulated amortisation and impairments. Intangible assets relating to products in development are subject to impairment testing at least annually. All Intangible assets are tested for impairment when there are indications that the carrying value may not be recoverable. The determination of the recoverable amounts includes key estimates which are highly sensitive to, and depend upon, key assumptions as detailed in Note 11 to the Financial Statements from page 151.

Impairment reviews have been carried out on all Intangible assets that are in development (and not being amortised), all major intangible assets acquired during the year and all other intangible assets that have had indicators of impairment during the year. Recoverable amount is determined as the higher of value in use or fair value less costs to sell using a discounted cash flow calculation, with the products’ expected cash flows risk-adjusted over their estimated remaining useful economic life. Sales forecasts and specific allocated costs (which have both been subject to appropriate senior management review and approval) are risk-adjusted and discounted using appropriate rates based on our post-tax weighted average cost of capital or for fair value less costs to sell, a required rate of return for a market participant. Our weighted average cost of capital reflects factors such as our capital structure and our costs of debt and equity.

Any impairment losses are recognised immediately in Operating profit. Intangible assets relating to products which fail during development (or for which development ceases for other reasons) are also tested for impairment and are written down to their recoverable amount (which is usually nil).

If, subsequent to an impairment loss being recognised, development restarts or other facts and circumstances change indicating that the impairment is less or no longer exists, the value of the asset is re-estimated and its carrying value is increased to the recoverable amount, but not exceeding the original value, by recognising an impairment reversal in Operating profit.

Government grants

Government grants are recognised in the Consolidated Statement of Comprehensive Income so as to match with the related expenses that they are intended to compensate. Where grants are received in advance of the related expenses, they are initially recognised in the Consolidated Statement of Financial Position under Trade and other payables as deferred income and released to net off against the related expenditure when incurred.

Each contract is assessed to determine whether there are both grant elements and supply of product which need to be separated. In each case, the contracts set out the specified terms for the supply of the product and the provisions for funding for certain costs, primarily research and development associated with the intellectual property (IP). It is considered whether there are any conditions for the funding to be refunded. The consideration in the contract is allocated between the grant and supply elements. The standalone selling price for the supply of products is determined by reference to observed prices with other customers. The amount allocated as a government grant is determined by reference to the specific agreed costs and activities identified in the contract as not directly attributable to the supply of product. Government grants are recorded as an offset to the relevant expense in the Consolidated Statement of Comprehensive Income and are capped to match the relevant costs incurred.

Other operating income and expense

Other operating income and expense is generated from activities outside of the Group’s normal course of business, which includes Other income from divestments of or full out-license of assets and businesses including royalties and milestones where the Group does not retain a significant continued interest. Where the arrangement meets the definition of a licence agreement, sales milestones and sales royalties are recognised when achieved by applying the royalty exemption under IFRS 15 ‘Revenue from Contracts with Customers’. All other milestones and sales royalties are recognised when it is considered highly probable that there will not be a significant reversal of cumulative income. The determination requires estimates to be made in relation to future Product Sales. F-8

Joint arrangements and associates

The Group has arrangements over which it has joint control and which qualify as joint operations or joint ventures under IFRS 11 ‘Joint Arrangements’. For joint operations, the Group recognises its share of revenue that it earns from the joint operations and its share of expenses incurred. The Group also recognises the assets associated with the joint operations that it controls and the liabilities it incurs under the joint arrangement. For joint ventures and associates, the Group recognises its interest in the joint venture or associate as an investment and uses the equity method of accounting.

Employee benefits

The Group accounts for pensions and other employee benefits (principally healthcare) under IAS 19 ‘Employee Benefits’. In respect of defined benefit plans, obligations are determined using the projected unit credit method and are discounted to present value by reference to market yields on high-quality corporate bonds, while plan assets are measured at fair value. Given the extent of the assumptions used to determine the value of scheme assets and scheme liabilities, these are considered to be significant estimates. The operating and financing costs of such plans are recognised separately in profit and loss; current service costs are spread systematically over the working lives of employees and financing costs are recognised in full in the periods in which they arise. Remeasurements of the net defined benefit pension liability, including actuarial gains and losses, are recognised immediately in Other comprehensive income.

Where the calculation results in a surplus to the Group, the recognised asset is limited to the present value of any available future refunds from the plan or reductions in future contributions to the plan subject to consideration of the effect any minimum funding requirement for future service has on the benefit available as a reduction in future contributions.

Payments to defined contribution plans are recognised in profit and loss as they fall due.

Taxation

The current tax payable is based on taxable profit for the year. Taxable profit differs from reported profit because taxable profit excludes items that are either never taxable or tax deductible or items that are taxable or tax deductible in a different period. The Group's current tax assets and liabilities are calculated using tax rates that have been enacted or substantively enacted by the reporting date. Current tax includes the Group's charge for any Pillar Two income taxes.

Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax liabilities are recognised unless they arise from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are not recognised to the extent they arise from the initial recognition of non-tax deductible goodwill. Deferred tax assets are recognised to the extent that there are future taxable temporary differences or it is probable that future taxable profit will be available against which the asset can be utilised. This requires judgements to be made in respect of the availability of future taxable income.

The Group applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 ‘Income Taxes’ issued in May 2023.

No deferred tax asset or liability is recognised in respect of temporary differences associated with investments in subsidiaries and branches where the Group is able to control the timing of reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future.

The Group's deferred tax assets and liabilities are calculated using tax rates that are expected to apply in the period when the liability is settled or the asset realised based on tax rates that have been enacted or substantively enacted by the reporting date. Deferred tax liabilities relating to assets recognised because of a business combination which may qualify for intellectual property incentives are measured at the relevant statutory tax rate. Deferred tax assets and liabilities are offset in the Consolidated Statement of Financial Position if, and only if, the taxable entity has a legally enforceable right to set off current tax assets and liabilities, and the Deferred tax assets and liabilities relate to taxes levied by the same taxation authority on the same taxable entity.

Liabilities for uncertain tax positions require management to make judgements of potential exposures in relation to tax audit issues based upon interpretation of applicable laws and regulations and the expectation of how the tax authority will resolve the matter. Tax benefits are recognised when it is probable the tax positions will be accepted by the tax authorities. When a position is not considered probable of being accepted, management reviews each material tax benefit and reflects the effect of the uncertainty in determining the related taxable result. This is measured using either the most likely amount or the expected value amount depending on which method the entity expects to better predict the resolution of the uncertainty.

Further details of the estimates and assumptions made in determining our recorded liability for transfer pricing contingencies and other tax contingencies are included in Note 30 to the Financial Statements from page 189.

Share-based payments

All plans have been classified as equity settled after assessment. The grant date fair value of the market-based performance elements of employee share plan awards is calculated using a modified Monte Carlo model, with other elements at market price. In accordance with IFRS 2 ‘Share-based Payment’, the resulting cost is recognised in profit on a straight-line basis over the vesting period of the awards. The value of the charge is adjusted to reflect expected and actual levels of awards vesting, except where the failure to vest is as a result of not meeting a market condition. Cancellations of equity instruments are treated as an acceleration of the vesting period and any outstanding charge is recognised in profit immediately.

Cash outflows relating to the purchase of shares by consolidated Employee Benefit Trusts (EBTs) relating to the vesting of share plans are recognised within financing activities. Cash outflows relating to the employer and employee taxes paid on vesting of share plans are recognised in operating activities as they relate to employee remuneration. The cost of shares held by EBTs at the period end is deducted from equity. The cash flows relating to replacement awards issued to employees as part of the Alexion Pharmaceuticals, Inc. (Alexion) acquisition are classified within investing activities, as they are part of the aggregate cash flows arising from obtaining control of the subsidiary.

Property, plant and equipment

The Group’s policy is to depreciate the difference between the cost of each item of Property, plant and equipment and its residual value over its estimated useful life on a straight-line basis. Assets under construction are not depreciated until the asset is available for use, at which point the asset is transferred into either Land and buildings or Plant and equipment, and depreciated over its estimated useful economic life.

Reviews are made annually of the estimated remaining lives and residual values of individual productive assets, taking account of commercial and technological obsolescence as well as normal wear and tear. It is impractical to calculate average asset lives exactly. However, the useful economic lives range from approximately 10 to 50 years for buildings, and three to 15 years for plant and equipment. All items of Property, plant and equipment are tested for impairment when there are indications that the carrying value may not be recoverable. Any impairment losses are recognised immediately in Operating profit. F-9

Leases

The Group’s lease arrangements are principally for property, most notably a portfolio of office premises and employee accommodation, and for a global car fleet, utilised primarily by our sales and marketing teams.

The lease liability and corresponding right-of-use asset arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

>	fixed payments, less any lease incentives receivable
>	variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date
---	---
>	the exercise price of a purchase option if the Group is reasonably certain to exercise that option
---	---
>	payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option, and
---	---
>	amounts expected to be payable by the Group under residual value guarantees.
---	---

Right-of-use assets are measured at cost comprising the following:

>	the amount of the initial measurement of lease liability
>	any lease payments made at or before the commencement date less any lease incentives received
---	---
>	any initial direct costs, and
---	---
>	restoration costs.
---	---

Judgements made in calculating the lease liability include assessing whether arrangements contain a lease and determining the lease term. Extension and termination options have been considered when determining the lease term, along with all facts and circumstances that may create an economic incentive to exercise an extension option, or not exercise a termination option. Extension periods (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

The lease payments are discounted using incremental borrowing rates, as in the majority of leases held by the Group the interest rate implicit in the lease is not readily identifiable. Calculating the discount rate is an estimate made in calculating the lease liability. This rate is the rate that the Group would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. To determine the incremental borrowing rate, the Group uses a risk-free interest rate adjusted for credit risk, adjusting for terms specific to the lease including term, country and currency.

The Group is exposed to potential future increases in variable lease payments that are based on an index or rate, which are initially measured as at the commencement date, with any future changes in the index or rate excluded from the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset.

Lease payments are allocated between principal and finance cost. The finance cost is charged to the Consolidated Statement of Comprehensive Income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease components based on their relative standalone prices.

Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life. It is impractical to calculate average asset lives exactly. However, the total lives range from approximately 10 to 50 years for buildings, and three to 15 years for motor vehicles and other assets.

There are no material lease agreements under which the Group is a lessor.

Business combinations and goodwill

In assessing whether an acquired set of assets and activities is a business or an asset, management will first elect whether to apply an optional concentration test to simplify the assessment. Where the concentration test is applied, the acquisition will be treated as the acquisition of an asset if substantially all of the fair value of the gross assets acquired (excluding cash and cash equivalents, deferred tax assets, and related goodwill) is concentrated in a single asset or group of similar identifiable assets.

Where the concentration test is not applied, or is not met, a further assessment of whether the acquired set of assets and activities is a business will be performed.

The determination of whether an acquired set of assets and activities is a business or an asset can be judgemental, particularly if the target is not producing outputs. Management uses a number of factors to make this determination, which are primarily focused on whether the acquired set of assets and activities include substantive processes that mean the set is capable of being managed for the purpose of providing a return. Key determining factors include the stage of development of any assets acquired, the readiness and ability of the acquired set to produce outputs and the presence of key experienced employees capable of conducting activities required to develop or manufacture the assets. Typically, the specialised nature of many pharmaceutical assets and processes is such that until assets are substantively ready for production and promotion, there are not the required processes for a set of assets and activities to meet the definition of a business in IFRS 3 ‘Business Combinations’.

On acquiring a business, fair values are assigned to identifiable assets and liabilities by the application of judgement. Contingent liabilities are recognised at fair value unless it cannot be measured reliably.

Where not all of the equity of a subsidiary is acquired, the non-controlling interest is recognised either at fair value or at the non-controlling interest’s proportionate share of the net assets of the subsidiary, on a case-by-case basis.

The timing and amount of future contingent elements of consideration is an estimate. Contingent consideration, which may include development and launch milestones, revenue threshold milestones and revenue-based royalties, is fair valued at the date of acquisition using decision-tree analysis with key inputs including probability of success, consideration of potential delays and revenue projections based on the Group’s internal forecasts. Unsettled amounts of consideration are held at fair value within payables with changes in fair value recognised immediately in profit.

Goodwill is the difference between the fair value of the consideration and the fair value of net assets acquired.

Goodwill arising on acquisitions is capitalised and subject to an impairment review, both annually and when there is an indication that the carrying value may not be recoverable.

Subsidiaries

A subsidiary is an entity controlled, directly or indirectly, by AstraZeneca PLC. Control is regarded as the exposure or rights to the variable returns of the entity when combined with the power to affect those returns. Control is normally evidenced by holding more than 50% of the share capital of the company, however other agreements may be in place that result in control where they give AstraZeneca finance decision-making authority over the relevant activities of the company.

The financial results of subsidiaries are consolidated from the date control is obtained until the date that control ceases. F-10

Inventories

Inventories are stated at the lower of cost and net realisable value. The first in, first out or an average method of valuation is used. For finished goods and work in progress, cost includes directly attributable costs and certain overhead expenses (including depreciation). Selling expenses and certain other overhead expenses (principally central administration costs) are excluded. Net realisable value is determined as estimated selling price less all estimated costs of completion and costs to be incurred in selling and distribution.

Write-downs of inventory occur in the general course of business and are recognised in Cost of sales for launched or approved products and in Research and development expense for products in development.

Trade and other receivables

Financial assets included in Trade and other receivables are recognised initially at fair value. The Group holds the Trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method, less any impairment, based on expected credit losses.

Trade receivables that are subject to debt factoring arrangements are derecognised if they meet the conditions for derecognition detailed in IFRS 9 ‘Financial Instruments’.

Trade and other payables

Financial liabilities included in Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method. Contingent consideration payables are held at fair value within Level 3 of the fair value hierarchy as defined in Note 13.

Financial instruments

The Group’s financial instruments include Lease liabilities, Trade and other receivables and payables, liabilities for contingent consideration under business combinations, and rights and obligations under employee benefit plans which are dealt with in specific accounting policies.

The Group’s other financial instruments include:

i) Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, current balances with banks and similar institutions, and highly liquid investments with maturities of three months or less when acquired. They are readily convertible into known amounts of cash and are held at amortised cost under the hold to collect classification, where they meet the hold to collect ‘solely payments of principal and interest’ test criteria under IFRS 9 ‘Financial Instruments’. Those not meeting these criteria are held at fair value through profit or loss. Cash and cash equivalents in the Consolidated Statement of Cash Flows include unsecured bank overdrafts at the balance sheet date where balances often fluctuate between a cash and overdraft position (such overdrafts are included within current Interest-bearing loans and borrowings in the Consolidated Statement of Financial Position).

ii) Fixed deposits

Fixed deposits, principally comprising funds held with banks and other financial institutions, are initially measured at fair value, plus direct transaction costs, and are subsequently measured at amortised cost using the effective interest method at each reporting date. Changes in carrying value are recognised in the Consolidated Statement of Comprehensive Income.

iii) Other investments

Investments are classified as fair value through profit or loss (FVPL), unless the Group makes an irrevocable election at initial recognition for certain non-current equity investments to present changes in Other comprehensive income (FVOCI). If this election is made, there is no subsequent reclassification of fair value gains and losses to profit and loss following the derecognition of the investment.

iv) Bank and other borrowings

The Group uses derivatives, principally interest rate swaps, to hedge the interest rate exposure inherent in a portion of its fixed interest rate debt. In such cases the Group will either designate the debt as FVPL when certain criteria are met or as the hedged item under a fair value hedge.

If the debt instrument is designated as FVPL, the debt is initially measured at fair value (with direct transaction costs being included in profit and loss as an expense) and is remeasured to fair value at each reporting date with changes in carrying value being recognised in profit and loss (along with changes in the fair value of the related derivative), with the exception of changes in the fair value of the debt instrument relating to own credit risk which are recorded in Other comprehensive income in accordance with IFRS 9 ‘Financial Instruments’. Such a designation has been made where this significantly reduces an accounting mismatch which would result from recognising gains and losses on different bases.

If the debt is designated as the hedged item under a fair value hedge, the debt is initially measured at fair value (with direct transaction costs being amortised over the life of the debt) and is remeasured for fair value changes in respect of the hedged risk at each reporting date with changes in carrying value being recognised in profit and loss (along with changes in the fair value of the related derivative).

If the debt is designated in a cash flow hedge, the debt is measured at amortised cost (with gains or losses taken to profit and loss and direct transaction costs being amortised over the life of the debt). The related derivative is remeasured for fair value changes at each reporting date with the portion of the gain or loss on the derivative that is determined to be an effective hedge recognised in Other comprehensive income. The amounts that have been recognised in Other comprehensive income are reclassified to profit and loss in the same period that the hedged forecast cash flows affect profit. The reclassification adjustment is included in Finance expense in the Consolidated Statement of Comprehensive Income.

Other interest-bearing loans are initially measured at fair value (with direct transaction costs being amortised over the life of the loan) and are subsequently measured at amortised cost using the effective interest method at each reporting date. Changes in carrying value are recognised in the Consolidated Statement of Comprehensive Income.

v) Derivatives

Derivatives are initially measured at fair value (with direct transaction costs being included in profit and loss as an expense) and are subsequently remeasured to fair value at each reporting date. Changes in carrying value of derivatives not designated in hedging relationships are recognised in profit and loss.

The Group has agreements with some bank counterparties whereby the parties agree to post cash collateral, for the benefit of the other, equivalent to the market valuation of all of the derivative positions above a predetermined threshold. Cash collateral received from counterparties is included within current Interest-bearing loans and borrowings within the Consolidated Statement of Financial Position. Cash collateral pledged to counterparties is recognised as a financial asset and is included in current Other investments within the Consolidated Statement of Financial Position. Cash collateral received is included in Movement in short-term borrowings within financing activities in the Consolidated Statement of Cash Flows. Cash collateral paid is included in Movements in short-term investments within investing activities in the Consolidated Statement of Cash Flows. The cash flow presentation of cash paid and received follows the Consolidated Statement of Financial Position presentation of the financial asset and financial liability that is recognised from posting the collateral. F-11

Foreign currencies

Foreign currency transactions, being transactions denominated in a currency other than an individual Group entity’s functional currency, are translated into the relevant functional currencies of individual Group entities at average rates for the relevant monthly accounting periods, which approximate to actual rates.

Monetary assets and liabilities arising from foreign currency transactions are retranslated at exchange rates prevailing at the reporting date. Exchange gains and losses on loans and on short-term foreign currency borrowings and deposits are included within Finance expense. Exchange differences on all other foreign currency transactions are recognised in Operating profit in the individual Group entity’s accounting records.

Non-monetary items arising from foreign currency transactions are not retranslated in the individual Group entity’s accounting records.

In the Consolidated Financial Statements, income and expense items for Group entities with a functional currency other than US dollars are translated into US dollars at average exchange rates, which approximate to actual rates, for the relevant accounting periods. Assets and liabilities are translated at the US dollar exchange rates prevailing at the reporting date. Exchange differences arising on consolidation are recognised in Other comprehensive income.

If certain criteria are met, non-US dollar-denominated loans or derivatives are designated as net investment hedges of foreign operations. Exchange differences arising on retranslation of net investments, and of foreign currency loans which are designated in an effective net investment hedge relationship, are recognised in Other comprehensive income in the Consolidated Financial Statements. Foreign exchange derivatives hedging net investments in foreign operations are carried at fair value. Effective fair value movements are recognised in Other comprehensive income, with any ineffectiveness taken to profit. Gains and losses accumulated in the translation reserve will be recycled to profit and loss when the foreign operation is sold.

Provisions

Provisions are recognised when there is either a legal or constructive present obligation as a result of a past event, it is probable that an outflow of economic resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are discounted at the relevant pre-tax discount rate. Where provisions are discounted, the increase in the provision resulting from the passage of time is recognised as a finance cost.

Litigation and environmental liabilities

AstraZeneca is involved in legal disputes, the settlement of which may involve cost to the Group. A provision is made where an adverse outcome is probable and associated costs, including related legal costs, can be estimated reliably. Determining the timing of recognition of when an adverse outcome is probable is considered a Key Judgement, refer to Note 30 to the Financial Statements on page 181.

Where it is considered that the Group is more likely than not to prevail, or in the extremely rare circumstances where the amount of the legal liability cannot be estimated reliably, legal costs involved in defending the claim are charged to the Consolidated Statement of Comprehensive Income as they are incurred.

Where it is considered that the Group has a valid contract which provides the right to reimbursement (from insurance or otherwise) of legal costs and/or all or part of any loss incurred or for which a provision has been established, the amount expected to be received is recognised as an asset only when it is virtually certain.

AstraZeneca is exposed to environmental liabilities relating to its past operations, principally in respect of soil and groundwater remediation costs. Provisions for these costs are made when there is a present obligation and where it is probable that expenditure on remedial work will be required and a reliable estimate can be made of the cost.

Restructuring

Restructuring costs are incurred in programmes that are planned and controlled by the Group which materially change either the scope of a business undertaken by the Group, or the manner in which that business is conducted.

A provision for restructuring costs is recognised when a detailed formal plan is in place and has either been announced to those affected or has started to be implemented. The general recognition criteria for provisions must also be met, as described in the Provisions policy.

Impairment

The carrying values of non-financial assets, other than Inventories and Deferred tax assets, are reviewed at least annually for indicators of impairment. For Goodwill, Intangible assets in development and any other assets where such indication exists, the asset’s recoverable amount is estimated based on the greater of its value in use and its fair value less cost to sell. In assessing the recoverable amount, the estimated future cash flows, adjusted for the risks associated with the probability of success specific to each asset, as well as inflationary impacts, are discounted to their present value using a nominal discount rate that reflects current market assessments of the time value of money, the general risks affecting the pharmaceutical industry and other risks specific to each asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash flows of other assets. Impairment losses are recognised immediately in the Consolidated Statement of Comprehensive Income.

Applicable accounting standards and interpretations issued but not yet adopted

At the date of authorisation of these Financial Statements, certain new accounting standards and amendments were in issue relating to the following standards and interpretations but not yet adopted by the Group:

IFRS 18 ‘Presentation and Disclosure in Financial Statements’ is effective for accounting periods beginning on or after 1 January 2027 and will replace IAS 1 ‘Presentation of Financial Statements’. IFRS 18 sets out new presentation requirements for the Statement of Comprehensive Income, as well as more stringent and additional requirements on the aggregation, disaggregation and categorisation of income and expenses within the Statement of Comprehensive Income. Additionally, alternative performance measures included within the Annual Report which meet the definition of Management-defined Performance Measures are required to be disclosed within the Notes to the Financial Statements. IFRS 18 was endorsed by the UKEB on 10 December 2025.

The Group continues to advance with the implementation of IFRS 18 and is well progressed with the adoption impact assessment. The Group is not seeking to early adopt this new standard. However, as a means of illustrating the impact of IFRS 18 on the presentation of the Group’s results for the year ended 31 December 2025, the currently expected IFRS 18 adoption impacts for 2025 are shown in Note 1 to the Financial Statements. The Group continues to monitor IFRS 18 implementation guidance in advance of adoption for the accounting year beginning 1 January 2027.

---

In addition, the following amendments were issued but not yet adopted:

>	amendments to IFRS 9 ‘Financial Instruments’ and IFRS 7 ‘Financial Instruments: Disclosures’, effective for periods beginning on or after 1 January 2026 – endorsed by the UKEB on 15 April 2025 and 23 July 2025.

F-12

Notes to the Group Financial Statements

1 IFRS 18 ‘Presentation and Disclosure in Financial Statements’

IFRS 18 ‘Presentation and Disclosure in Financial Statements’ is effective for accounting periods beginning on or after 1 January 2027 and will replace IAS 1 ‘Presentation of Financial Statements’. There are also consequential amendments to IAS 7 ‘Cash Flows’, IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’, IAS 33 ‘Earnings per Share’ and IAS 34 ‘Interim Financial Reporting’, also effective for accounting periods beginning on or after 1 January 2027. The Group is well progressed with the impact assessment of the adoption of this new standard, with the expected impact for the year ended 31 December 2025 detailed below.

The Group will apply IFRS 18 retrospectively, in accordance with IAS 8. The Group has not elected to utilise the option to change the measurement of eligible investments in associates and joint ventures from the equity method to fair value through profit or loss at the date of transition.

The new standard introduces new requirements for the presentation, classification and disclosure of financial statement line items. The requirements were introduced to help achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. The key changes include the requirement to classify all income and expense into one of five categories; operating, investing, financing, taxation and discontinued operations, and introduces new mandated subtotals within the Consolidated Statement of Comprehensive Income, including Operating profit, Profit before financing and income tax and Profit for the period. In addition, details of management-defined performance measures (‘MPMs’) will now be disclosed as well as further detailed disclosure related to operating expense by nature. The new standard also offers enhanced guidance on aggregation and disaggregation of financial information.

Although the adoption of IFRS 18 will have no impact on the Group’s Profit for the period or Total Revenue, the Group expects that grouping items of income and expense in the Consolidated Statement of Profit or Loss into the new categories will impact how Operating profit is reported.

The Group does not have a specified main business activity as defined in IFRS 18.

Reconciliation of the Consolidated Statement of Profit or Loss – Illustrative under IFRS 18 for the year ended 31 December 2025


		Existing				Adjusted for
		IAS 1		Transition		IFRS 18
		2025		adjustments		2025
IAS 1 presentation		$m		$m		$m		Expected IFRS 18 presentation
– Product Sales		55,573		–		55,573		– Product Sales
– Alliance Revenue		3,067		–		3,067		– Alliance Revenue
Product Revenue		58,640		–		58,640		Product Revenue
Collaboration Revenue		99		–		99		Collaboration Revenue
Total Revenue		58,739		–		58,739		Total Revenue
Cost of sales		(10,633)		9		(10,624)		Cost of sales
Gross profit		48,106		9		48,115		Gross profit
Distribution expense		(579)		–		(579)		Distribution expense
Research and development expense		(14,232)		–		(14,232)		Research and development expense
				(12,529)		(12,529)		Selling and marketing expense
Selling, general and administrative expense		(19,933)		12,529		(7,404)		General and administrative expense
Other operating income and expense		381		13		394		Other operating income and expense
Operating profit		13,743		22		13,765		Operating profit
				343		343		Investing income
				(7)		(7)		Share of after tax losses in associates and joint ventures
				14,101		14,101		Profit before financing and income tax
Finance income		360		(360)
Finance expense	****	(1,694)		(5)		(1,699)		Finance expense
Share of after tax losses in associates and joint ventures	****	(7)		7
Profit before tax	****	12,402		–		12,402		Profit before tax
Taxation	****	(2,169)		–		(2,169)		Taxation
Profit for the period	****	10,233		–		10,233		Profit for the period

Explanation of the adjustments due to IFRS 18

Share of after tax losses in associates and joint ventures will be presented within the investing category of the Consolidated Statement of Comprehensive Income, within the new subtotal of Profit or loss before financing and income tax which totals an expected $14,101m in 2025.

Returns on deposits and equity securities, and interest income on tax balances, previously reported within Finance income will be reclassified under IFRS 18 to Investing income, totalling an expected $360m in 2025.

Foreign exchange differences on cash and short-term deposits, previously included within Finance income and Finance expense, will be classified within the investing category under IFRS 18, expected to result in a reduction to Finance expense and a decrease in Investing income of $17m in 2025.

Gains and losses on certain designated hedges, previously included within Finance income and Finance expense, will be classified within the operating category under IFRS 18, resulting in an expected reduction to Finance expense and an increase in Other operating income and expense of $13m in 2025.

Under IFRS 18, Selling, general and administrative expense ($19,933m in 2025) will be disaggregated into Selling and marketing expense ($12,529m in 2025) and General and administrative expense ($7,404m in 2025).

F-13

Consolidated Statement of Cash Flows

The Consolidated Statement of Cash Flows under the amended IAS 7 requirements will start with Operating profit ($13,765m for 2025 under IFRS 18), rather than the previous starting point of Profit before tax ($12,402m in 2025 under IAS 1), removing the need to add back Finance income and expense ($1,334m in 2025) and Share of after tax losses of associates and joint ventures ($7m in 2025). In addition, Interest paid ($1,316m in 2025) will be reclassified to Cash flows from financing activities under IFRS 18, previously classified within Cash flows from operating activities.

Operating expenses by nature

The Group currently presents expenses in the Consolidated Statement of Comprehensive Income by function. While IFRS 18 continues to permit this presentation, it introduces additional disclosure requirements in the Notes to the Financial Statements. The following table presents 2025 operating expenses split by nature according to the requirements of IFRS 18.


				Net impairment	Employee	Net inventory
		Depreciation	Amortisation	charges	benefits	write-downs
		$m	$m	$m	$m	$m
Total amount related to:
Cost of sales	****	404	86	3	1,633	314
Distribution expense	****	6	–	–	43	–
Research and development expense	****	456	47	214	4,879	–
Selling and marketing expense	****	210	9	–	6,346	–
General and administrative expense	****	205	4,064	26	1,759	–
Other operating income and expense	****	2	1	–	78	–
Total amount relating to operating category	****	1,283	4,207	243	14,738	314

The amounts disclosed are those expensed during the year, except for depreciation and employee benefits which include amounts capitalised to inventory and software development costs.

Management-defined performance measures (MPMs)

The Group has identified Core Gross profit ($48,039m in 2025 under IFRS 18), Core Operating profit ($18,500m in 2025 under IFRS 18) and Core Profit attributable to owners of the Parent (numerator of core basic earnings per share, $14,201m in 2025 under IFRS 18) as MPMs used in its public communications to communicate management’s view of an aspect of the operating performance of the Group as a whole. These measures are not specifically required to be presented or disclosed by IFRS, which means they may not be directly comparable with similarly labelled or described measures by other entities.

The reported IFRS results are adjusted to exclude certain significant items. In determining the adjustments to arrive at the Core result, we use a set of established principles relating to the nature or materiality of individual items or groups of items, excluding, for example, events which are (i) outside the normal course of business, (ii) incurred in a pattern that is unrelated to the trends in the underlying financial performance of our ongoing business, or (iii) related to major acquisitions, to ensure that investors’ ability to evaluate and analyse the underlying financial performance of our ongoing business is enhanced. Group management believes that these adjusted measures offer a relevant alternative perspective on the Group’s underlying operating performance by excluding the effects of the above mentioned items that are not indicative of the ongoing business activities. Group management considers this useful for understanding profitability trends and for evaluating the Group’s ability to generate sustainable earnings from its core operations.

Our Core adjustments are summarised as:

Restructuring costs, including charges and provisions related to our global restructuring programmes on our capitalised manufacturing facilities and IT assets. These can take place over multiple reporting periods, given the long life-cycle of our business.

Why we use them: We adjust for these charges and provisions because they primarily reflect the financial impact of change to legacy arrangements, rather than the underlying performance of our ongoing business.

Intangible amortisation and impairments, including impairment reversals but excluding any charges relating to IT assets. Intangibles generally arise from business combinations and individual licence acquisitions.

Why we use them: We adjust for these charges because their pattern of recognition is largely uncorrelated with the underlying performance of the business.

Other specified items, principally comprise acquisition-related costs and credits, which include the imputed finance charges and fair value movements relating to contingent consideration on business combinations, imputed finance charges and remeasurement adjustments on certain Other payables arising from intangible asset acquisitions, remeasurement adjustments relating to Other payables and debt items assumed from the Alexion acquisition and legal settlements.

Why we use them: We adjust for these items to enable a more meaningful comparison of the performance of acquired businesses and products to that of internally developed products, as well as removing charges whose pattern of recognition is largely uncorrelated to the underlying performance of the business. It should be noted that some costs excluded from our Core results, such as intangible amortisation and finance charges related to contingent consideration, will recur in future years, and other excluded items such as impairments and legal settlement costs, along with other acquisition-related costs, may recur in the future.

Limitations: Core results exclude significant costs (such as restructuring, intangible amortisation and impairments, and other acquisition-related adjustments), but incorporate associated benefits, including Product Sales arising from business combinations, asset acquisitions and assets which have been amortised, as well as the benefits resulting from restructuring activities and, as such, they should not be regarded as a complete picture of the Group’s financial performance, which is presented in its Reported results. The exclusion of the adjusting items may result in Core earnings being materially higher or lower than Reported earnings.

F-14

2025 Reconciliation of Expected Reported (IFRS 18) results to Expected Core (IFRS 18) results


	2025
	Expected		Intangible		2025
	Reported	Restructuring	amortisation		Expected Core
	(IFRS 18)	costs	and impairments	Other	(IFRS 18)
	$m	$m	$m	$m	$m
Gross profit	48,115	(138)	32	30	48,039	****
Income tax1		18	(3)	(5)		****
Profit attributable to non-controlling interests		–	–	–
Distribution expense	(579)	–	–	–	(579)	****
Research and development expense	(14,232)	171	236	3	(13,822)
Selling and marketing expense	(12,529)	40	–	1	(12,488)
General and administrative expense	(7,404)	169	4,059	130	(3,046)
Other operating income and expense	394	(5)	–	7	396
Operating profit	13,765	237	4,327	171	18,500
Income tax1		(68)	(825)	(58)
Profit attributable to non-controlling interests		–	–	–
Net investing	336	–	–	–	336
Profit before financing and income tax	14,101	237	4,327	171	18,836
Finance expense	(1,699)	–	–	242	(1,457)
Taxation	(2,169)	(68)	(825)	(108)	(3,170)
Profit for the period	10,233	169	3,502	305	14,209
Profit attributable to non-controlling interests	(8)	–	–	–	(8)
Profit attributable to owners of the Parent	10,225	169	3,502	305	14,201
Income tax1		(68)	(825)	(108)
Profit attributable to non-controlling interests		–	–	–

Basic earnings per 0.25 Ordinary Share	$6.60	$0.11	$2.26	$0.19	$9.16

All values are in US Dollars.

1	The income tax effect for each adjusting item is calculated at the statutory tax rate applicable to that item in the relevant jurisdiction.

F-15

2 Revenue

Product Sales


						2025					2024					2023
			Emerging		Rest of			Emerging		Rest of			Emerging		Rest of
		US	Markets	Europe	World	Total	US	Markets	Europe	World	Total	US	Markets	Europe	World	Total
		$m	$m	$m	$m	$m	$m	$m	$m	$m	$m	$m	$m	$m	$m	m
Oncology:
Tagrisso	****	3,064	1,971	1,423	796	7,254	2,763	1,755	1,301	761	6,580	2,276	1,621	1,120	782	5,799
Imfinzi		3,509	640	1,239	675	6,063	2,603	479	948	687	4,717	2,171	355	742	751	4,019
Calquence	****	2,339	233	784	162	3,518	2,190	153	656	130	3,129	1,815	98	493	108	2,514
Lynparza		1,434	669	914	262	3,279	1,332	655	832	253	3,072	1,254	542	734	281	2,811
Enhertu		–	668	207	102	977	–	350	126	69	545	–	169	60	32	261
Zoladex		19	842	157	88	1,106	16	795	148	99	1,058	14	687	133	118	952
Truqap		586	23	85	34	728	408	2	12	8	430	6	–	–	–	6
Imjudo	****	227	22	52	45	346	180	16	36	49	281	146	5	16	51	218
Datroway		–	2	–	–	2	–	–	–	–	–	–	–	–	–	–
Others	****	9	280	19	117	425	18	297	23	125	463	37	351	34	143	565
	****	11,187	5,350	4,880	2,281	23,698	9,510	4,502	4,082	2,181	20,275	7,719	3,828	3,332	2,266	17,145
Cardiovascular, Renal & Metabolism:
Farxiga	****	1,730	3,324	2,941	405	8,400	1,750	2,853	2,634	419	7,656	1,451	2,211	1,881	420	5,963
Crestor		45	1,041	1	129	1,216	46	934	37	136	1,153	55	862	52	138	1,107
Brilinta	****	393	273	147	10	823	751	294	268	20	1,333	744	285	271	24	1,324
Lokelma		301	129	129	139	698	256	86	92	108	542	214	50	58	90	412
Seloken		–	586	18	3	607	–	589	13	3	605	1	621	11	7	640
Roxadustat	****	–	274	–	–	274	–	331	–	–	331	–	271	–	–	271
Wainua	****	204	4	4	–	212	85	–	–	–	85	–	–	–	–	–
Others	****	49	262	158	65	534	187	252	226	78	743	287	286	230	65	868
	****	2,722	5,893	3,398	751	12,764	3,075	5,339	3,270	764	12,448	2,752	4,586	2,503	744	10,585
Respiratory & Immunology:
Symbicort	****	1,193	801	560	331	2,885	1,187	805	559	328	2,879	726	753	549	334	2,362
Fasenra	****	1,195	117	482	187	1,981	1,049	92	404	144	1,689	992	64	355	142	1,553
Breztri		614	298	191	96	1,199	516	245	143	74	978	383	161	81	52	677
Tezspire		–	40	297	121	458	–	11	156	81	248	–	1	48	37	86
Saphnelo	****	596	16	49	25	686	425	7	26	16	474	260	2	8	10	280
Pulmicort		5	414	63	36	518	6	568	71	37	682	28	575	68	42	713
Airsupra		162	4	–	–	166	66	–	–	–	66	2	–	–	–	2
Others	****	75	133	59	7	274	167	169	57	7	400	156	215	55	8	434
	****	3,840	1,823	1,701	803	8,167	3,416	1,897	1,416	687	7,416	2,547	1,771	1,164	625	6,107
Vaccines & Immune Therapies:
Beyfortus		184	–	94	3	281	232	–	84	2	318	87	–	19	–	106
Synagis		(3)	214	50	31	292	(8)	210	116	129	447	(1)	195	175	177	546
FluMist		28	5	210	29	272	28	1	204	25	258	23	1	188	4	216
Others	****	–	1	–	–	1	28	2	5	–	35	–	16	14	114	144
		209	220	354	63	846	280	213	409	156	1,058	109	212	396	295	1,012
Rare Disease:
Ultomiris		2,667	261	1,053	737	4,718	2,261	141	884	638	3,924	1,750	71	668	476	2,965
Soliris		1,092	405	200	140	1,837	1,523	443	416	206	2,588	1,734	424	670	317	3,145
Strensiq		1,332	104	123	119	1,678	1,167	54	99	96	1,416	937	40	89	86	1,152
Koselugo		219	228	161	54	662	212	177	103	39	531	195	59	53	24	331
Others		113	40	67	11	231	100	34	66	9	209	85	29	49	8	171
		5,423	1,038	1,604	1,061	9,126	5,263	849	1,568	988	8,668	4,701	623	1,529	911	7,764
Other:
Nexium	****	67	611	50	88	816	96	591	60	120	867	115	578	53	199	945
Others	****	(4)	121	34	5	156	15	144	43	4	206	18	153	52	8	231
	****	63	732	84	93	972	111	735	103	124	1,073	133	731	105	207	1,176
Product Sales	****	23,444	15,056	12,021	5,052	55,573	21,655	13,535	10,848	4,900	50,938	17,961	11,751	9,029	5,048	43,789

All values are in US Dollars.

Rebates and chargebacks in the US

The major market where estimates are seen as significant is the US. When invoicing Product Sales in the US, we estimate the rebates and chargebacks we expect to pay and we consider there to be a significant estimate associated with the rebates for Managed Care, Medicaid and Medicare Part D. The total adjustment in respect of prior year net US Product Sales in 2025 was 0.7% (2024: 0.6%; 2023: 1.0%); this represents the difference between our prior year estimates for rebates and chargebacks against actual amounts paid for the US business. The most significant of these relate to the Medicaid and state programmes with an adjustment in respect of prior year net US Product Sales in 2025 of 0.2% (2024: 0.1%; 2023: 0.3%) and Managed Care and Medicare of 0.4% (2024: 0.6%; 2023: 0.5%).

The adjustment in respect of the prior year net US Product Sales, excluding the Rare Disease therapy area in 2025, was 0.9% (2024: 0.8%; 2023: 1.4%), with Medicaid and state programmes of 0.2% (2024: 0.1%; 2023: 0.4%) and Managed Care and Medicare of 0.5% (2024: 0.7%; 2023: 0.7%).

F-16

These values demonstrate the level of sensitivity; further meaningful sensitivity is not able to be provided due to the large volume of variables that contribute to the overall rebates, chargebacks, returns and other revenue accruals. These variables include assumptions in respect of aggregate future sales levels, segment mix and customers' contractual performance, and in addition for Managed Care, US Medicaid and Medicare Part D, the channel inventory levels, and assumptions related to lag time. These assumptions are built up on a product-by-product and customer-by-customer basis, taking into account specific contract provisions coupled with expected performance, and are then aggregated into a weighted average rebate accrual rate for each of our products. Accrual rates are reviewed and adjusted on an as-needed basis. There may be further adjustments when actual rebates are invoiced based on utilisation information submitted to AstraZeneca (in the case of contractual rebates) and claims/invoices are received (in the case of regulatory rebates and chargebacks).

Alliance Revenue


		2025	2024	2023
		$m	$m	m
Enhertu		1,798	1,437	1,022
Tezspire		673	436	259
Beyfortus		422	237	57
Datroway		77	–	–
Other royalty income		92	91	81
Other Alliance Revenue		5	11	9
	****	3,067	2,212	1,428

All values are in US Dollars.

Collaboration Revenue


	2025	2024	2023
	$m	$m	m
Farxiga: sales milestones	87	56	29
Lynparza: sales milestone	–	600	–
Beyfortus: sales milestones	–	167	27
Koselugo: sales milestone	–	100	–
Lynparza: regulatory milestones	–	–	245
COVID-19 mAbs: licence fees	–	–	180
Beyfortus: regulatory milestones	–	–	71
tralokinumab: sales milestones	–	–	20
Other Collaboration Revenue	12	–	22
	99	923	594

All values are in US Dollars.

3 Operating profit

Operating profit includes the following significant items:

Cost of sales

In 2025, Cost of sales includes a charge of $25m (2024: $nil; 2023: $114m) in relation to the release, in line with sales, of fair value uplift to inventory that was recognised under IFRS 3 ‘Business Combinations’.

Selling, general and administrative expense

In 2025, Selling, general and administrative expense includes a credit of $44m (2024: charge of $260m; 2023: charge of $520m) resulting from changes in the fair value of contingent consideration arising from the acquisition of the diabetes alliance from Bristol-Myers Squibb Company (BMS). These adjustments reflect revised estimates for future sales performance for the products acquired and, as a result, revised estimates for future royalties payable.

In 2025, Selling, general and administrative expense also includes a charge of $218m (2024: $48m; 2023: $1,013m) relating to a number of legal proceedings, including settlements in various jurisdictions in relation to several marketed products (see Note 30).

Research and development expense: Government grants

During the year $nil (2024: $nil; 2023: $74m) of government grants were recognised within Research and development expense relating to Vaxzevria.

Depreciation, impairment, amortisation and provision charges

The following items have been included in Operating profit:


	2025	2024	2023
	$m	$m	$m
Depreciation of Property, plant and equipment (Note 8)	879	799	733
Impairment of Property, plant and equipment (Note 8)	13	42	8
Depreciation of Right-of-use assets (Note 9)	404	343	275
Impairment of Right-of-use assets (Note 9)	–	7	14
Amortisation of Intangible assets (Note 11)	4,207	3,923	3,926
Net impairment of Intangible assets (Note 11)	230	1,574	434
Net charges to Provisions, net of reversals (Note 21)	541	513	1,313

Other operating income and expense


		2025	2024	2023
		$m	$m	m
Royalty income		160	103	107
Gains on disposal of Intangible assets	****	168	64	251
Net (losses)/gains on disposal of other non-current assets	****	(14)	(4)	41
Update to the contractual relationships for Beyfortus		–	–	712
Other income^1^	****	201	210	393
Other expense	****	(134)	(121)	(164)
Other operating income and expense	****	381	252	1,340

All values are in US Dollars.

1	Other income in 2025 includes $nil of income from Allergan Plc. in respect of the development of brazikumab (2024: $nil; 2023: $75m).

Gains on disposal of intangible assets in 2023 includes $241m on disposal of commercial rights to Pulmicort Flexhaler to Cheplapharm Arzneimittel GmbH in the US. F-17

As part of the total consideration received in respect of the agreement to sell US rights to Synagis in 2019, $400m in total was received related to the rights to participate in the future cash flows from the US profits or losses for Beyfortus, with $190m cash inflows in 2023 primarily relating to a cash receipt from Swedish Orphan Biovitrum AB (Sobi) following achievement of a regulatory milestone. All associated cash flows have been presented within investing activities as the Group has received the cash in exchange for agreeing to transfer future cash flows relating to an intangible asset. In 2023, the contractual relationship between AstraZeneca and Sobi relating to future sales of Beyfortus in the US was replaced by a royalty relationship between Sanofi Pasteur, Inc. and Sobi. As a result, in 2023 the Profit Participation Liability was extinguished and derecognised from the Consolidated Statement of Financial Position, with a gain of $712m recorded in Other operating income and expense.

Restructuring costs

In conjunction with the acquisition of Alexion in 2021, the enlarged Group initiated the Post Alexion Acquisition Group Review (PAAGR); a global restructuring programme aimed at integrating systems, structure and processes, optimising the global footprint and prioritising resource allocations and investments. During 2023, the Group identified all remaining activities and finalised the scope of the programme. During 2024, the Group undertook a further assessment of those planned activities. This included the commencement of work on the planned upgrade of the Group's Enterprise Resource Planning IT systems (Axial Project), which is expected to be substantially complete by the end of 2030. The Group has also continued to progress other legacy restructuring programmes.

During 2025, the Group has incurred $237m of restructuring costs, of which $232m resulted from activities that are part of the PAAGR, bringing the cumulative charges under this programme to $3,414m. Costs in 2025 included a $138m credit to Cost of sales primarily due to the reversal of inventory and related product provisions related to Andexxa following the decision to cease promotional activities, $209m expense within Selling, general and administrative expense in relation to severance, HR, Finance, IT and other integration costs and $171m expense within Research and development expense in relation to severance as well as the transformation of clinical, regulatory and other R&D data and systems.

Total restructuring costs in 2025 includes a net impairment reversal to Property, plant and equipment of $3m (2024: charge of $43m; 2023: charge of $7m).

The tables below show the costs that have been charged in respect of restructuring programmes by cost category and type. Severance provisions are detailed in Note 21.


		2025	2024	2023
		$m	$m	$m
Cost of sales	****	(138)	569	109
Research and development expense	****	171	275	212
Selling, general and administrative expense	****	209	312	207
Other operating income and expense	****	(5)	(2)	(61)
Total charge	****	237	1,154	467


		2025	2024	2023
		$m	$m	$m
Severance costs	****	100	213	57
Accelerated depreciation and impairment charges	****	11	64	68
Other^1^	****	126	877	342
Total charge	****	237	1,154	467

Other costs are those incurred in designing and implementing the Group’s various restructuring initiatives. In 2024, Other costs included $480m for inventory and related product provisions related to Andexxa following the decision to cease promotional activities which were partly reversed in 2025 following revised sales forecasts. In 2025, Other costs include the costs of integrating systems, structure and processes as part of the PAAGR, costs relating to the Alexion acquisition, internal project costs and external service fees.

Financial instruments

Included within Operating profit are the following net gains and losses on financial instruments:


		2025	2024	2023
		$m	$m	m
Gains/(losses) on forward foreign exchange contracts	****	190	(81)	42
Losses on receivables and payables		(190)	(143)	(260)
Total	****	–	(224)	(218)

All values are in US Dollars.

4 Finance income and expense


		2025	2024	2023
		$m	$m	m
Finance income
Returns on deposits and equity securities	****	280	339	291
Fair value gains on debt and interest rate swaps	****	–	113	43
Interest income on income tax balances		80	6	10
Total	****	360	458	344
Finance expense
Interest on debt, leases and other financing costs	****	(1,335)	(1,391)	(1,132)
Net interest on post-employment defined benefit plan net liabilities (Note 22)	****	(51)	(50)	(38)
Net exchange losses	****	(31)	(42)	(34)
Discount unwind on contingent consideration arising from business combinations (Note 20)	****	(60)	(113)	(132)
Discount unwind on other long-term liabilities^1^	****	(138)	(116)	(200)
Fair value losses on debt and interest rate swaps	****	(49)	(18)	(3)
Interest expense on income tax balances		(30)	(12)	(87)
Total	****	(1,694)	(1,742)	(1,626)
Net finance expense	****	(1,334)	(1,284)	(1,282)

All values are in US Dollars.

1	Included within Discount unwind on other long-term liabilities is $nil relating to the Acerta Pharma B.V. (Acerta Pharma) share purchase liability (2024: $nil; 2023: $55m) and the discount unwind of other payables of $116m (2024: $91m; 2023: $100m) that have arisen from intangible asset additions, see Note 20 for further details.

There was no interest capitalised during the year. F-18

Financial instruments

Included within Finance income and expense are the following net gains and losses on financial instruments:


		2025	2024	2023
		$m	$m	m
Interest and fair value adjustments in respect of debt designated at fair value through profit or loss, net of derivatives	****	(46)	107	13
Interest and changes in carrying values of debt designated as hedged items in fair value hedges, net of derivatives		(76)	(38)	–
Interest and fair value changes on fixed and short-term deposits, equity securities, other derivatives and tax balances	****	314	306	177
Interest on debt, commercial paper, overdrafts and lease liabilities held at amortised cost	****	(1,177)	(1,251)	(1,004)

All values are in US Dollars.

The Group held derivatives that economically hedged a debt instrument designated at fair value through profit or loss. Both the derivatives and debt instrument matured in 2023. The Interest and fair value adjustments in respect of debt designated at fair value through profit or loss, net of derivatives, includes the following amounts related to these matured instruments: derivatives $nil (2024: $nil; 2023: loss of $1m) and debt $nil (2024: $nil; 2023: gain of $7m).

5 Taxation

Taxation charge/(credit) recognised in the Consolidated Statement of Comprehensive Income is as follows:


		2025	2024	2023
		$m	$m	m
Current tax
Current year	****	2,199	2,314	2,417
Pillar Two income tax charge		194	238	–
Adjustment to prior years	****	(60)	(107)	28
Total	****	2,333	2,445	2,445
Deferred tax
Origination and reversal of temporary differences	****	(117)	(818)	(1,473)
Adjustment to prior years	****	(47)	23	(34)
Total	****	(164)	(795)	(1,507)
Taxation charge recognised in the profit for the year	****	2,169	1,650	938

All values are in US Dollars.

Taxation (charge)/credit recognised in Other comprehensive income is as follows:


		2025	2024	2023
		$m	$m	m
Current and deferred tax
Items that will not be reclassified to profit and loss:
Remeasurement of the defined benefit liability	****	(69)	(23)	102
Equity investments measured at fair value through Other comprehensive income		(25)	(20)	(1)
Total	****	(94)	(43)	101
Items that may be reclassified subsequently to profit and loss:
Foreign exchange arising on designated liabilities in net investment hedges	****	(66)	28	(24)
Fair value movement on cash flow hedges		16	(3)	12
Total	****	(50)	25	(12)
Taxation (charge)/credit recognised in Other comprehensive income	****	(144)	(18)	89

All values are in US Dollars.

The reported tax rate in the year was 18%.

Taxation has been provided at current rates on the profits earned for the years covered by the Group Financial Statements.

Factors affecting future tax charges

As a group with worldwide operations, AstraZeneca is subject to several factors that may affect future tax charges, principally the levels and mix of profitability in different jurisdictions, transfer pricing regulations, tax rates imposed and tax regime reforms.

Tax reconciliation to UK statutory rate

The table below reconciles the UK statutory tax charge to the Group’s total tax charge:


	2025	2024	2023
	$m	$m	m
Profit before tax	12,402	8,691	6,899
Notional taxation charge at UK corporation tax rate of 25% (2024: 25%; 2023: 23.5%)	3,101	2,173	1,621
Differences in effective overseas tax rates	(168)	(60)	(224)
Deferred tax credit relating to change in tax rates^1^	(23)	(24)	(66)
Unrecognised deferred tax asset^2^	86	104	341
Items not deductible for tax purposes	101	64	46
Intellectual Property incentive regimes^3^	(655)	(561)	(367)
Pillar Two income taxes	194	238	–
Other items^4^	(360)	(200)	(406)
Adjustments to prior periods	(107)	(84)	(7)
Total tax charge for the year	2,169	1,650	938

All values are in US Dollars.

1	The 2023 item relates to the impact of the difference in the UK current and deferred tax rates during 2023.
2	This includes the non-recognition of deferred tax assets where it is not probable that there will be sufficient forecast future profits to utilise the assets.
---	---
3	The Group receives intellectual property incentives in certain jurisdictions.
---	---
4	Other items in 2025 includes the release of tax provisions due to updates to estimates of prior period tax liabilities following settlements with tax authorities and the expiry of the relevant statute of limitations, and the impact of internal transfers of assets. Other items in 2024 includes a net credit following internal transfers of assets. Other items in 2023 include a favourable adjustment of $828m to deferred taxes arising from a UK company undertaking an intragroup purchase of certain intellectual property offset by a charge of $422m mainly relating to updates to tax liabilities following progress of reviews by tax authorities, administrative appeal processes and adjustments arising on expiry of the relevant statute of limitations (see Note 30 for more details).
---	---

F-19

AstraZeneca is domiciled in the UK but operates in other countries where the tax rates and laws are different to those in the UK. The impact on differences in effective overseas tax rates on the Group’s overall tax charge is noted above.

Current tax

Current income tax balances on the Statement of Financial Position as at 31 December are as follows:


		2025	2024
		$m	m
Non-current income tax receivable	****	1,391	–
Current income tax receivable		1,158	1,859
Total income tax receivable		2,549	1,859
Current income tax payable		(1,084)	(1,406)
Non-current income tax payable		(700)	(238)
Total income tax payable	****	(1,784)	(1,644)
Net income tax receivable	****	765	215

All values are in US Dollars.

Management assesses at each balance sheet date whether income tax receivables and payables will be realisable within 12 months. Amounts expected to be realisable after 12 months are reflected as non-current income tax receivables and payables.

Deferred tax

The total movement in the net deferred tax balance in the year was $277m. The movements are as follows:


		Intangibles,		Elimination of			Losses and
		Property, plant		unrealised profit	Untaxed		tax credits	Accrued
		and equipment		on inventory	reserves	^1^	carried forward	expenses	Other	Total
		$m		$m	$m		$m	$m	$m	m
Net deferred tax balance at 1 January 2024		(2,491)		2,386	(660)		1,106	889	644	1,874
Income statement		803		238	(186)		36	74	(170)	795
Other comprehensive income		34		–	–		–	–	(42)	(8)
Equity		–		–	–		–	–	(28)	(28)
Additions and disposals		(605)		–	–		127	2	(1)	(477)
Exchange		93		(152)	68		(70)	(40)	(13)	(114)
Net deferred tax balance at 31 December 2024		(2,166)		2,472	(778)		1,199	925	390	2,042
Income statement	****	33		45	(46)		87	52	(7)	164
Other comprehensive income	****	(32)		–	–		–	–	(59)	(91)
Equity		–		–	–		–	–	105	105
Exchange	****	(92)		162	(147)		105	46	25	99
Net deferred tax balance at 31 December 2025²		(2,257)	^3^	2,679	(971)		1,391	1,023	454	2,319

All values are in US Dollars.

1	Untaxed reserves relate to taxable profits where the tax liability is deferred to later periods.
2	The Group recognises deferred tax assets to the extent that there are either taxable temporary differences or that it is probable that sufficient future taxable profits will arise, against which these deductible temporary differences can be utilised. The US includes a net deferred tax asset of $94m as at 31 December 2025 which includes tax losses and other deductible temporary differences. The Group has performed an assessment of recovery of deferred tax assets and the Group has forecasted future taxable profits for relevant entities and considers that it is probable that sufficient future taxable profits will arise against which these deductible temporary differences can be utilised within 10 years. In arriving at these forecasts, the Group has reviewed the Group-level budgets and forecasts and the ability of relevant entities to generate future income from developing and commercialising products. Assessing the availability of future taxable income to support recognition of deferred tax assets relies upon our Group forecasts and changes in these Group forecasts will impact the recoverability of deferred tax assets. To the extent that there are neither taxable temporary differences nor sufficient taxable profits, no deferred tax asset is recognised and details of unrecognised deferred tax assets are included in the table below.
---	---
3	Includes deferred tax assets of $178m on liabilities in respect of intangibles and $327m on lease liabilities in respect of right-of-use assets.
---	---

The net deferred tax balance, before the offset of balances within countries, consists of:


		Intangibles,	Elimination of		Losses and
		Property, plant	unrealised profit	Untaxed	tax credits	Accrued
		and equipment	on inventory	reserves	carried forward	expenses	Other	Total
		$m	$m	$m	$m	$m	$m	m
Deferred tax assets at 31 December 2024		1,781	2,472	–	1,221	1,039	688	7,201
Deferred tax liabilities at 31 December 2024		(3,947)	–	(778)	(22)	(114)	(298)	(5,159)
Net deferred tax balance at 31 December 2024		(2,166)	2,472	(778)	1,199	925	390	2,042
Deferred tax assets at 31 December 2025	****	2,020	2,679	3	1,424	1,201	672	7,999
Deferred tax liabilities at 31 December 2025	****	(4,277)	–	(974)	(33)	(178)	(218)	(5,680)
Net deferred tax balance at 31 December 2025	****	(2,257)	2,679	(971)	1,391	1,023	454	2,319

All values are in US Dollars.

Analysed in the Consolidated Statement of Financial Position, after offset of balances within countries, as follows:


		2025	2024
		$m	m
Deferred tax assets	****	5,819	5,347
Deferred tax liabilities	****	(3,500)	(3,305)
Net deferred tax balance	****	2,319	2,042

All values are in US Dollars.

F-20

Unrecognised deferred tax assets

Deferred tax assets (DTA) of $1,738m (2024: $1,523m) have not been recognised in respect of deductible temporary differences because it is not probable that future taxable profit will be available against which the Group can utilise the benefits therefrom.


		2025	2025	2024	2024
		Temporary	Unrecognised	Temporary	Unrecognised
		differences	DTA	differences	DTA
		$m	$m	$m	$m
Temporary differences expiring:	****
Within 10 years		409	81	161	37
More than 10 years		152	32	217	46
Indefinite		4,460	885	3,883	816
	****	5,021	998	4,261	899
Tax credits and State tax losses expiring:
Within 10 years			137		162
More than 10 years			386		373
Indefinite			217		89
			740		624
Total	****		1,738		1,523

To the extent that dividends remitted from overseas subsidiaries, joint ventures and associates are expected to result in additional taxes, appropriate amounts have been provided for. Unremitted earnings or differences in the carrying value and tax basis of investments may be liable to additional taxes if distributed as dividends or on a liquidation event. Deferred tax is provided for such differences in relation to Group entities where management is intending to remit earnings in the foreseeable future. The aggregate amount of gross temporary differences associated with investments in subsidiaries, partnerships and branches for which deferred tax liabilities have not been recognised totalled approximately $8,460m at 31 December 2025, $3,657m of which has a corresponding deductible temporary difference of the same gross value which is not recognised as it is not probable of reversing in the foreseeable future but on which different tax rates apply.

6 Earnings per $0.25 Ordinary Share


		2025	2024	2023
Profit for the year attributable to equity holders (m)		10,225	7,035	5,955
Basic earnings per Ordinary Share		$6.60	$4.54	$3.84
Diluted earnings per Ordinary Share		$6.54	$4.50	$3.81
Weighted average number of Ordinary Shares in issue for basic earnings (millions)	****	1,550	1,550	1,549
Dilutive impact of share incentive awards outstanding (millions)	****	12	13	13
Diluted weighted average number of Ordinary Shares in issue (millions)	****	1,562	1,563	1,562

All values are in US Dollars.

The earnings figures used in the calculations above are post-tax. The weighted average number of Ordinary Shares in issue is calculated by taking the number of Ordinary Shares outstanding each day weighted by the number of days that those shares were outstanding.

7 Segment information

The Group has reviewed its assessment of reportable segments under IFRS 8 ‘Operating Segments’ and concluded that the Group continues to have one reportable segment.

This determination is considered to be a Key Judgement and this judgement has been taken with reference to the following factors:

1 The level of integration across the different functions of the Group’s pharmaceutical business:

AstraZeneca is engaged in a single business activity of pharmaceuticals and the Group does not have multiple operating segments. AstraZeneca’s pharmaceuticals business consists of the discovery and development of new products, which are then manufactured, marketed and sold. All of these functional activities take place (and are managed) globally on a highly integrated basis. These individual functional areas are not managed separately.

2 The identification of the Chief Operating Decision Maker (CODM) and the nature and extent of the financial information reviewed by the CODM:

The SET, established and chaired by the CEO, is the vehicle through which the CEO exercises the authority delegated to him from the Board for the management, development and performance of AstraZeneca as a whole. It is considered that the SET is AstraZeneca’s Chief Operating Decision Making body (as defined by IFRS 8). The operation of the SET is principally driven by the management of the Commercial operations, R&D, manufacturing and supply and enabling functions. All significant operating decisions are undertaken by the SET. While members of the SET have responsibility for implementation of decisions in their respective areas, operating decision making is at SET level as a whole. Where necessary, these are implemented through cross-functional sub-committees that consider the Group-wide impact of a new decision. For example, product launch decisions would be initially considered by the SET and, on approval, passed to an appropriate sub team for implementation. The ability of the enterprise to develop, produce, deliver and commercialise a wide range of pharmaceutical products are central to the SET decision-making process.

In assessing performance, the SET reviews financial information on an integrated basis for the Group as a whole, substantially in the form of, and on the same basis as, the Group’s IFRS Financial Statements. The high upfront cost of discovering and developing new products, coupled with the relatively insignificant and stable unit cost of production, means that there is not the clear link that exists in many manufacturing businesses between the revenue generated on an individual product sale and the associated cost and hence margin generated on a product. Consequently, the profitability of individual drugs or classes of drugs is not considered a key measure of performance for the business and is not monitored by the SET. The focus of additional financial information reviewed is at brand sales and Gross Margin level within specific geographies. Expenditure analysis is completed for the science units, operations and enabling functions; there is no allocation of these centrally-managed Group costs to the individual product or brands. The bonus of SET members’ continues to be derived from the Group scorecard outcome as discussed in our Directors’ Remuneration Report.

3 How resources are allocated:

Resources are allocated on a Group-wide basis according to need. In particular, capital expenditure, in-licensing, and R&D resources are allocated between activities on merit, based on overall therapeutic considerations and strategy under the aegis of the Group’s Early-Stage Product Committees and Late-Stage Product Committees. F-21

Geographic areas

The following table shows information for Total Revenue by geographic area and material countries. Product Sales by geographic area are included in the country/region where the legal entity resides and from which those sales were made. The additional tables show the Operating profit and Profit before tax made by companies located in that area, together with Non-current assets, Total assets, Assets acquired, Net operating assets, and Property, plant and equipment owned by the same companies.


				Total Revenue
		2025	2024	2023
		$m	$m	m
UK	****	4,359	4,740	3,368
	****
Rest of Europe
France	****	1,408	1,283	1,152
Germany	****	2,890	2,524	2,099
Italy	****	1,078	949	813
Spain	****	1,136	994	847
Sweden	****	2,623	2,290	1,704
Others	****	4,320	3,663	3,110
	****	13,455	11,703	9,725
The Americas
Canada	****	954	937	967
US	****	23,970	21,806	18,121
Others	****	2,633	2,246	1,683
	****	27,557	24,989	20,771
Asia, Africa & Australasia
Australia		454	439	390
China	****	6,636	6,419	5,872
Japan	****	3,556	3,452	3,640
Others	****	2,722	2,331	2,045
	****	13,368	12,641	11,947
Total Revenue	****	58,739	54,073	45,811

All values are in US Dollars.

Total Revenue outside of the UK totalled $54,380m for the year ended 31 December 2025 (2024: $49,333m; 2023: $42,443m).


			Operating profit				Profit/(loss) before tax
		2025	2024	2023		2025	2024	2023
		$m	$m	$m		$m	$m	m
UK	****	7,066	2,680	665	****	6,152	1,349	(577)
Rest of Europe	****	5,233	5,924	4,885	****	5,468	6,057	4,999
The Americas	****	440	423	1,495	****	(213)	318	1,328
Asia, Africa & Australasia	****	1,004	976	1,148	****	995	967	1,149
Continuing operations	****	13,743	10,003	8,193	****	12,402	8,691	6,899

All values are in US Dollars.


	Non-current assets		^1^		Total assets
	2025	2024		2025	2024
	$m	$m		$m	m
UK	10,328	8,699		21,983	20,139
Rest of Europe	31,974	30,654		41,596	37,884
The Americas	29,714	28,730		42,201	38,544
Asia, Africa & Australasia	2,409	2,181		8,294	7,468
Continuing operations	74,425	70,264		114,074	104,035

All values are in US Dollars.


			Assets acquired	^2^	Net operating assets
		2025	2024		2025	2024
		$m	$m		$m	m
UK	****	1,759	582		7,936	7,173
Rest of Europe	****	2,814	2,225		33,217	30,852
The Americas	****	1,877	3,925		26,374	24,501
Asia, Africa & Australasia	****	557	1,394		2,764	2,602
Continuing operations	****	7,007	8,126		70,291	65,128

All values are in US Dollars.

1	Non-current assets exclude Deferred tax assets, Income tax receivable, Derivative financial instruments, certain other financial assets and post-employment benefit assets.
2	Included in Assets acquired are those assets that are expected to be used during more than one period (Property, plant and equipment, Goodwill and Intangible assets) and include those acquired through business combinations (Note 27).
---	---
3	Net operating assets exclude short-term investments, cash, short-term borrowings, loans, Derivative financial instruments, Retirement benefit obligations and non-operating receivables and payables.
---	---

F-22


		Property, plant and equipment
		2025	2024
		$m	m
UK	****	3,138	2,847
Ireland		1,645	1,323
Sweden	****	2,282	1,692
US	****	3,558	2,856
Rest of the world	****	2,339	1,534
Continuing operations	****	12,962	10,252

All values are in US Dollars.

Geographic markets

The table below shows Product Sales in each geographic market in which customers are located.


		2025	2024	2023
		$m	$m	m
UK		1,111	1,314	978
Rest of Europe	****	12,412	10,686	8,201
The Americas	****	27,273	25,081	20,855
Asia, Africa & Australasia	****	14,777	13,857	13,755
Continuing operations	****	55,573	50,938	43,789

All values are in US Dollars.

Product Sales are recognised when control of the goods has been transferred to a third party. A significant proportion of this is upon delivery of the products to wholesalers. Two wholesalers (2024: one; 2023: one) individually represented greater than 10% of Product Sales. The value of Product Sales to the two wholesalers was $8,218m (2024: $7,567m; 2023: $6,513m) and $5,957m (2024: $4,468m; 2023: $3,795m), respectively.

8 Property, plant and equipment


			Assets in	Total Property,
	Land and	Plant and	course of	plant and
	buildings	equipment	construction	equipment
	$m	$m	$m	m
Cost
At 1 January 2024	6,469	8,704	2,045	17,218
Additions through business combinations (Note 27)	1	15	2	18
Capital expenditure	27	63	1,905	1,995
Transfer of assets into use	312	729	(1,041)	–
Disposals and other movements	(44)	(271)	(40)	(355)
Exchange adjustments	(185)	(386)	(82)	(653)
At 31 December 2024	6,580	8,854	2,789	18,223
Additions through business combinations (Note 27)	3	2	–	5
Capital expenditure	25	91	2,811	2,927
Transfer of assets into use	278	779	(1,057)	–
Disposals and other movements	(35)	(172)	1	(206)
Exchange adjustments	389	766	196	1,351
At 31 December 2025	7,240	10,320	4,740	22,300
Depreciation and impairment
At 1 January 2024	2,765	5,051	–	7,816
Depreciation charge for the year	231	568	–	799
Impairment charge	–	(7)	49	42
Disposals and other movements	(39)	(252)	(49)	(340)
Exchange adjustments	(101)	(245)	–	(346)
At 31 December 2024	2,856	5,115	–	7,971
Depreciation charge for the year	249	630	–	879
Impairment charge	4	8	1	13
Disposals and other movements	(32)	(148)	(1)	(181)
Exchange adjustments	188	468	–	656
At 31 December 2025	3,265	6,073	–	9,338
Net book value
At 31 December 2024	3,724	3,739	2,789	10,252
At 31 December 2025	3,975	4,247	4,740	12,962

All values are in US Dollars.


	2025	2024
	$m	m
The net book value of land and buildings comprised:
Freeholds	3,564	3,329
Leaseholds	411	395

All values are in US Dollars.

F-23

9 Leases

Right-of-use assets


					Total
		Land and	Motor		Right-of-use
		buildings	vehicles	Other	assets
		$m	$m	$m	m
Cost
At 1 January 2024		1,352	495	36	1,883
Additions through business combinations (Note 27)		20	–	–	20
Additions – separately acquired		332	342	18	692
Disposals and other movements		(73)	(140)	(5)	(218)
Exchange adjustments		(43)	(33)	(2)	(78)
At 31 December 2024		1,588	664	47	2,299
Additions through business combinations (Note 27)		1	–	–	1
Additions – separately acquired		362	215	10	587
Disposals and other movements		29	(91)	–	(62)
Exchange adjustments		68	48	4	120
At 31 December 2025		2,048	836	61	2,945
Depreciation and impairment
At 1 January 2024	****	549	215	19	783
Depreciation charge for the year		183	151	9	343
Impairment charge		7	–	–	7
Disposals and other movements	****	(71)	(115)	(6)	(192)
Exchange adjustments		(22)	(14)	(1)	(37)
At 31 December 2024	****	646	237	21	904
Depreciation charge for the year		205	188	11	404
Disposals and other movements		(65)	(93)	2	(156)
Exchange adjustments		29	21	2	52
At 31 December 2025		815	353	36	1,204
Net book value	****
At 31 December 2024		942	427	26	1,395
At 31 December 2025		1,233	483	25	1,741

All values are in US Dollars.

Lease liabilities


	2025	2024
	$m	m
The present value of lease liabilities is as follows:
Within one year	(382)	(339)
Later than one year and not later than five years	(991)	(825)
Later than five years	(430)	(288)
Total lease liabilities	(1,803)	(1,452)

All values are in US Dollars.

The interest expense on lease liabilities included within Finance expense was $80m (2024: $61m; 2023: $33m).

The total cash outflow for leases in 2025 was $452m (2024: $377m; 2023: $301m).

The Group has entered into lease contracts that have not yet commenced. The nominal value of estimated future lease payments under these lease contracts approximates $1,702m as of 31 December 2025. Of this value, $1,348m relates to a property lease in the US which is expected to commence in 2026 with a lease term of 15 years.

10 Goodwill


	2025	2024
	$m	m
Cost
At 1 January	21,335	20,361
Additions through business combinations (Note 27)	–	1,083
Exchange and other adjustments	223	(109)
At 31 December	21,558	21,335
Amortisation and impairment losses
At 1 January	310	313
Exchange and other adjustments	6	(3)
At 31 December	316	310
Net book value
At 31 December	21,242	21,025

All values are in US Dollars.

Goodwill is tested for impairment at the operating segment level, this being the level at which goodwill is monitored for internal management purposes. As detailed in Note 7, the Group does not have multiple operating segments and is engaged in a single business activity of pharmaceuticals.

Recoverable amount is determined on a fair value less costs to sell basis using the market value of the Company’s outstanding Ordinary Shares. Our market capitalisation is compared to the book value of the Group’s net assets and this indicates a significant surplus at 31 December 2025 (and 31 December 2024). No goodwill impairment was identified. F-24

11 Intangible assets


		Product,		Software
		marketing and	Other	development
		distribution rights	intangibles	costs	Total
		$m	$m	$m	m
Cost
At 1 January 2024		69,207	2,707	1,575	73,489
Additions through business combinations (Note 27)		2,308	56	–	2,364
Additions – separately acquired		2,226	150	290	2,666
Disposals		(294)	–	(285)	(579)
Exchange and other adjustments		(964)	(13)	(50)	(1,027)
At 31 December 2024		72,483	2,900	1,530	76,913
Additions through business combinations (Note 27)		50	–	–	50
Additions – separately acquired	****	3,392	170	463	4,025
Disposals	****	(312)	(128)	(8)	(448)
Exchange and other adjustments	****	2,151	131	118	2,400
At 31 December 2025		77,764	3,073	2,103	82,940
Amortisation and impairment losses
At 1 January 2024		32,266	2,061	1,073	35,400
Amortisation for year		3,761	78	84	3,923
Impairment charges		1,577	3	2	1,582
Impairment reversals		(8)	–	–	(8)
Disposals		(286)	–	(283)	(569)
Exchange and other adjustments		(561)	(13)	(18)	(592)
At 31 December 2024		36,749	2,129	858	39,736
Amortisation for year	****	3,928	181	98	4,207
Impairment charges	****	218	12	–	230
Disposals	****	(312)	(128)	(8)	(448)
Exchange and other adjustments	****	1,247	61	61	1,369
At 31 December 2025	****	41,830	2,255	1,009	45,094
Net book value
At 31 December 2024		35,734	771	672	37,177
At 31 December 2025	****	35,934	818	1,094	37,846

All values are in US Dollars.

Other intangibles consist mainly of research and device technologies and the Alexion brand name. Included within Software development costs are assets currently in development that will commence amortisation when ready for use.

Included within Additions − separately acquired are amounts accrued in Other payables of $1,624m (2024: $365m), relating to deferred payments and other non-cash consideration for the acquisition of Product, marketing and distribution rights, which are not reflected in the current year Consolidated Statement of Cash Flows. Disposals include amounts related to fully amortised or impaired assets that are no longer in use by the Group.

Amortisation charges are recognised in the Consolidated Statement of Comprehensive Income as follows:


		Product,		Software
		marketing and	Other	development
		distribution rights	intangibles	costs	Total
		$m	$m	$m	m
Year ended 31 December 2023
Cost of sales		32	–	–	32
Research and development expense		–	28	–	28
Selling, general and administrative expense		3,739	47	80	3,866
Total		3,771	75	80	3,926
Year ended 31 December 2024
Cost of sales		32	1	–	33
Research and development expense		3	22	–	25
Selling, general and administrative expense		3,726	55	84	3,865
Total		3,761	78	84	3,923
Year ended 31 December 2025
Cost of sales	****	32	–	54	86
Research and development expense	****	–	26	21	47
Selling, general and administrative expense	****	3,896	155	22	4,073
Other operating income and expense		–	–	1	1
Total	****	3,928	181	98	4,207

All values are in US Dollars.

F-25

Net impairment charges are recognised in the Consolidated Statement of Comprehensive Income as follows:


		Product,		Software
		marketing and	Other	development
		distribution rights	intangibles	costs	Total
		$m	$m	$m	m
Year ended 31 December 2023
Research and development expense		417	–	–	417
Selling, general and administrative expense		17	–	–	17
Total		434	–	–	434
Year ended 31 December 2024
Research and development expense		1,065	–	–	1,065
Selling, general and administrative expense		504	3	2	509
Total		1,569	3	2	1,574
Year ended 31 December 2025
Research and development expense		210	–	–	210
Selling, general and administrative expense	****	8	12	–	20
Total	****	218	12	–	230

All values are in US Dollars.

Impairment charges and reversals

We perform a rigorous impairment trigger assessment for all our intangible assets. Intangible assets under development and not available for use are tested annually for impairment and other intangible assets are tested when there is an indication of impairment loss or reversal. Where testing is required, the recoverable amount of the assets is estimated in order to determine the extent of the impairment loss or reversal. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the Cash Generating Unit (CGU) to which it belongs. The Group considers that as the intangible assets are linked to individual products and that product cash flows are considered to be largely independent of other product cash flows, the CGU for intangibles is predominantly at the product level. Group-level budgets and forecasts include forecast capital investment and operational impacts related to sustainability projects, as well as inflationary impacts, and form the basis for the value in use models used for impairment testing.

An asset’s recoverable amount is determined as the higher of an asset’s or CGU’s fair value less costs to sell or value in use, in both cases using discounted cash flow calculations where the asset’s expected post-tax cash flows are risk-adjusted over their estimated remaining period of expected economic benefit. Where the value in use approach is used, the post-tax risk-adjusted cash flows are discounted using AstraZeneca’s post-tax weighted average cost of capital (7.5% for 2025 and 7.5% for 2024) which is a nominal rate. There is no material difference in the approach taken to using pre-tax cash flows and a pre-tax rate compared to post-tax cash flows and a post-tax rate, as required by IAS 36 ‘Impairment of Assets’. Where fair value less costs to sell is used to determine recoverable value, the discount rate is assessed with reference to a market participant, this is not usually materially different to the AstraZeneca post-tax weighted average cost of capital of 7.5%. Intangible assets have been tested for impairment under the value in use basis at risk-adjusted post-tax discount rates ranging between 7.5% to 9.5%.

Key assumptions and significant estimates used in calculating the recoverable amounts are highly sensitive and specific to the nature of the Group’s activities including:

>	outcome of R&D activities
>	probability of technical and regulatory success
---	---
>	market volume, share and pricing (to derive peak year sales)
---	---
>	amount and timing of projected future cash flows
---	---
>	sales erosion curves following patent expiry.
---	---

Whilst the intangible assets portfolio is generally exposed to significant impairment risk within the next financial year, no sensitivities have been disclosed since no specific asset has been identified as having a significant risk of a material impairment arising from reasonably possible changes in key assumptions.

For assets held at fair value less costs to sell, we make appropriate adjustments to reflect market participant assessments.

In 2025, the Group recorded impairment charges of $8m in respect of launched products. Impairment charges recorded against products in development totalled $210m.

In 2024, the Group recorded impairment charges of $504m in respect of launched products. Following a strategic review of our portfolio priorities, a business decision was made to cease promotional activity for Andexxa resulting in impairment charges of $504m recorded against the Andexxa intangible asset under a value in use model applying a discount rate of 7.5% (revised carrying amount: $nil). Impairment charges recorded against products in development totalled $1,073m. This included full impairments of vemircopan (ALXN2050, $753m, acquired as part of the Alexion business combination in 2021), following outcome of research activities, and FPI-2059 ($165m, acquired as part of the Fusion Pharmaceuticals, Inc. (Fusion) business combination in 2024) due to portfolio prioritisation decisions. The remaining impairments of $155m relate to impairments of various products in development, due to either management’s decision to discontinue development as part of Group-wide portfolio prioritisation decisions, or due to the outcome of research activities.

In 2023, the Group recorded impairment charges of $17m in respect of launched products. Impairment charges recorded against products in development totalled $417m, including $244m related to ALXN1840 which was fully impaired following the decision to discontinue development.

The Group has performed an assessment on assets which have had impairments recorded in previous periods to determine if any reversals of impairments were required. No impairment reversals were recorded in 2025. Impairment reversals of $8m were recorded in 2024 against products in development. No impairment reversals were recorded in 2023.

When launched products are partially impaired, the carrying values of these assets in future periods are particularly sensitive to changes in forecast assumptions, including those assumptions set out above, as the asset is impaired down to its recoverable amount. F-26

Significant assets


	Carrying	Remaining
	value	amortisation
	$m	period
C5 franchise (Soliris/Ultomiris) intangible assets arising from the acquisition of Alexion	10,981	2 to 10 years
Intangible assets arising from the acquisition of Acerta Pharma	3,371	7 years
Enhertu intangible assets acquired from Daiichi Sankyo, Inc.	3,331	8 years
Strensiq, Kanuma intangible assets arising from the acquisition of Alexion	2,846	7 to 13 years
Intangible asset products in development arising from the acquisition of Alexion^1^	1,944	Not amortised
Intangible assets arising from the acquisition of ZS Pharma, Inc.	1,460	6 years
Baxdrostat intangible asset acquired from CinCor Pharma, Inc.^1^	1,291	Not amortised
Intangible asset products in development arising from the acquisition of Fusion^1^	1,182	Not amortised
Datroway intangible assets acquired from Daiichi Sankyo, Inc.	1,020	13 years
Intangible asset products in development arising from the acquisition of Gracell Biotechnologies, Inc.^1^	975	Not amortised
Intangible asset products in development arising from the acquisition of Amolyt Pharma SAS^1^	861	Not amortised
Koselugo intangible asset acquired from Merck & Co., Inc.	835	6 years
Intangible asset products in development arising from the acquisition of Icosavax, Inc.^1^	639	Not amortised
Airsupra intangible asset acquired from Bond Avillion 2 Development LP	526	9 years
ENaBL platform asset arising from the acquisition of EsoBiotec SA^1^	441	Not amortised

1	Assets in development are not amortised but are tested annually for impairment.

In 2025, the Koselugo intangible asset was recognised on acquisition of the remaining 50% of global rights from Merck & Co., Inc. (MSD) following the amendment of an existing global development and commercialisation arrangement.

The Engineered NanoBody Lentiviral (ENaBL) platform intangible asset recognised on acquisition of EsoBiotec SA in 2025 was assessed under the optional concentration test in IFRS 3 ‘Business Combinations’ and was determined to be an asset acquisition, as substantially all of the value of the gross assets acquired was concentrated in this single asset.

In 2024, the intangible assets recognised on acquisition of Amolyt Pharma SAS and Icosavax, Inc. were separately assessed under the optional concentration test in IFRS 3 and were individually determined to be asset acquisitions, as substantially all of the value of the gross assets acquired in each transaction was concentrated in these single assets.

12 Investments in associates and joint ventures


		2025	2024
		$m	m
At 1 January	****	268	147
Additions	****	14	158
Share of after tax losses	****	(7)	(28)
Exchange and other adjustments	****	27	(9)
At 31 December	****	302	268

All values are in US Dollars.

On 22 May 2024, AstraZeneca entered into an agreement with Fuse Biosciences (Cayman) Limited to acquire equity. Under the terms of the agreement, AstraZeneca contributed $11m in initial funds, holds 25% board representation, and holds an 18.75% interest in the associate entity.

On 1 November 2023, AstraZeneca entered into an agreement with Cellectis S.A., a clinical-stage biotechnology company, to accelerate the development of next generation therapeutics in areas of high unmet medical need, including oncology, immunology and rare diseases. Under the terms of the agreement, AstraZeneca contributed $80m in funds for a 22% interest in the associate entity. On 22 May 2024, a further contribution of $140m was made for a further 22% interest. AstraZeneca holds a 44% interest in the associate entity.

On 1 December 2020, AstraZeneca and China International Capital Corporation (CICC) entered into an agreement to set up a Global Healthcare Industrial Fund to drive healthcare system innovation by leveraging local capital and accelerating China-related innovation incubation. The agreement resulted in the formation of a new entity, Wuxi AstraZeneca-CICC Venture Capital Partnership (Limited Partnership). AstraZeneca holds a 22% interest in the associate entity and has contributed $74m in cumulative funds to date.

On 23 September 2021, AstraZeneca entered into an agreement with VaxEquity Limited (VaxEquity) to collaborate and develop self-amplifying RNA technology with the aim of generating treatments for target diseases. AstraZeneca contributed $14m in initial funds and holds a 40% interest in the associate entity. On 21 April 2025, VaxEquity was dissolved.

All investments are accounted for using the equity method. At 31 December 2025, unrecognised losses in associates and joint ventures totalled $209m (2024: $177m) which have not been recognised due to the investment carrying value reaching $nil value.

Aggregated summarised financial information for the associate and joint venture entities is set out below:


		2025	2024
		$m	$m
Non-current assets	****	690	577
Current assets	****	756	508
Total liabilities	****	(553)	(516)
Net assets	****	893	569
Amount attributable to AstraZeneca	****	122	131
Goodwill		161	152
Exchange adjustments	****	19	(15)
Carrying value of investments in associates and joint ventures	****	302	268

F-27

Joint contractual arrangements were entered into between AstraZeneca and Daiichi Sankyo, Inc. (Daiichi Sankyo); in March 2019 for the co-development and co-commercialisation of Enhertu and in July 2020 for the co-development and co-commercialisation of Datroway. Each party shares global pre-tax net income from the collaboration on a 50:50 basis (with the exception of Japan where Daiichi Sankyo maintains exclusive rights and AstraZeneca receives a royalty). The joint operation is not structured through a separate legal entity, and it operates from AstraZeneca and Daiichi Sankyo’s respective principal places of business.

13 Other investments


		2025	2024
		$m	m
Non-current investments
Equity securities at fair value through Other comprehensive income		2,212	1,632
Equity securities at fair value through profit and loss		11	–
Total	****	2,223	1,632
Current investments
Fixed income securities at fair value through profit or loss		8	37
Cash collateral pledged to counterparties		22	129
Total	****	30	166

All values are in US Dollars.

Other investments held at FVOCI include equity securities which are not held for trading and which the Group has irrevocably elected at initial recognition to recognise in this category. Other investments held at FVPL comprise a mixture of equity securities and fixed income securities that the Group holds to sell.

The fair value of listed investments is based on year end quoted market prices. Fixed deposits and Cash collateral pledged to counterparties are held at amortised cost with carrying value being a reasonable approximation of fair value given their short-term nature.

Cash collateral pledged to counterparties relates to collateral pledged on derivatives entered into to hedge the Group's risk exposures.

Fair value hierarchy

The table below analyses equity securities and bonds, contained within Other investments and carried at fair value, by valuation method. The different levels have been defined as follows:

>	Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
>	Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
---	---
>	Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
---	---


		2025		2025	2024	2024
		FVPL		FVOCI	FVPL	FVOCI
		$m		$m	$m	$m
Level 1	****	8		1,765	37	1,279
Level 2	****	–		–	–	–
Level 3	****	11		447	–	353
Total	****	19		2,212	37	1,632

Assets are transferred in or out of each Level on the date of the event or change in circumstances that caused the transfer.

Equity securities that are analysed at Level 3 include investments in private biotech companies. In the absence of specific market data, these unlisted investments are held at fair value based on the cost of investment and adjusting as necessary for impairments and revaluations on new funding rounds, which approximates to fair value. Movements in Level 3 investments are detailed below:


		2025	2025	2024	2024
		FVPL	FVOCI	FVPL	FVOCI
		$m	$m	$m	m
At 1 January	****	–	353	–	313
Additions	****	11	124	–	56
Revaluations	****	–	(50)	–	(9)
Impairments and exchange adjustments	****	–	20	–	(7)
At 31 December	****	11	447	–	353

All values are in US Dollars.

14 Derivative financial instruments


	Non-current	Current	Current	Non-current
	assets	assets	liabilities	liabilities	Total
	$m	$m	$m	$m	$m
Cross-currency swaps designated in a net investment hedge	148	–	–	–	148
Cross-currency swaps designated in a cash flow hedge	34	–	–	(71)	(37)
Cross-currency swaps designated in a fair value hedge	–	–	–	(44)	(44)
Forward foreign exchange designated in a cash flow hedge^1^	–	5	(1)	–	4
Other derivatives	–	49	(49)	–	–
31 December 2024	182	54	(50)	(115)	71

F-28


		Non-current		Current		Current		Non-current
		assets		assets		liabilities		liabilities		Total
		$m		$m		$m		$m		$m
Cross-currency swaps designated in a net investment hedge	****	171		2		–		–		173
Cross-currency swaps designated in a cash flow hedge	****	203		–		–		–		203
Cross-currency swaps designated in a fair value hedge		124		–		–		–		124
Forward foreign exchange designated in a cash flow hedge^1^		–		8		(2)		–		6
Other derivatives	****	–		80		(79)		–		1
31 December 2025	****	498		90		(81)		–		507

1	Forward foreign exchange (FX) designated in a cash flow hedge relates to contracts hedging anticipated CNY, EUR, GBP, JPY and SEK transactions occurring in the quarter immediately after the balance sheet date.

All derivatives at 31 December 2025 are held at fair value and fall within Level 2 of the fair value hierarchy as defined in Note 13. During 2024 the Group held an equity warrant classed as Level 3 in the fair value hierarchy, this warrant expired on 31 December 2024. No derivatives have been reclassified within the hierarchy during the year.

The fair value of interest rate swaps and cross-currency swaps is estimated using appropriate zero coupon curve valuation techniques to discount future contractual cash flows based on rates at the current year end.

The fair value of forward foreign exchange contracts and currency options are estimated by discounted cash flow models using appropriate yield curves based on market forward foreign exchange rates at the year end. The majority of forward foreign exchange contracts for existing transactions had maturities of less than one month from year end.

The interest rates used to discount future cash flows for fair value adjustments, where applicable, are based on market swap curves at the reporting date, and were as follows:


					2025					2024
Derivatives	****	0.7	%	to	3.7	%	0.6	%	to	4.1	%

15 Non-current other receivables


		2025	2024
		$m	m
Prepayments	****	559	356
Accrued income	****	75	60
Retirement benefit scheme surpluses (Note 22)		106	99
Other receivables	****	587	415
Non-current other receivables	****	1,327	930

All values are in US Dollars.

16 Inventories


		2025	2024
		$m	m
Raw materials and consumables	****	1,857	1,489
Inventories in process	****	2,777	2,282
Finished goods and goods for resale	****	1,923	1,517
Inventories	****	6,557	5,288

All values are in US Dollars.

The Group recognised $7,600m (2024: $7,001m; 2023: $6,038m) of inventories as an expense within Cost of sales during the year.

Net inventory write-downs in the year amounted to $314m (2024: $664m; 2023: $574m), principally arising from the reassessment of usage or demand expectations prior to inventory expiration. The decreased charge in the year is due to partial reversals of $407m Andexxa provisions previously recognised in 2024 following the decision to cease promotional activities.

17 Current trade and other receivables


		2025	2024
		$m	m
Trade receivables	****	10,289	8,335
Less: Expected credit loss provision (Note 28)	****	(52)	(33)
	****	10,237	8,302
Other receivables	****	2,017	1,579
Prepayments		2,034	1,737
Government grants receivable		45	25
Accrued income	****	844	1,329
Trade and other receivables	****	15,177	12,972

All values are in US Dollars.

Trade receivables include $2,681m (2024: $667m) measured at FVOCI classified ‘hold to collect and sell’ as they are due from customers that the Group has the option to factor, or relate to bank acceptance drafts received in settlement of trade receivables per common practice in China.

All other financial assets included within Current trade and other receivables are held at amortised cost with carrying value being a reasonable approximation of fair value.

F-29

18 Cash and cash equivalents


		2025	2024	2023
		$m	$m	m
Cash at bank and in hand	****	1,332	1,215	1,325
Short-term deposits	****	4,379	4,273	4,515
Cash and cash equivalents	****	5,711	5,488	5,840
Unsecured bank overdrafts	****	(13)	(59)	(203)
Cash and cash equivalents in the Consolidated Statement of Cash Flows	****	5,698	5,429	5,637

All values are in US Dollars.

AstraZeneca invests in constant net asset value funds, low-volatility net asset value funds and short-term variable net asset value funds with same day access for subscription and redemption. These investments fail the ‘solely payments of principal and interest’ test criteria under IFRS 9 ‘Financial Instruments’. They are therefore measured at FVPL, although the fair value is materially the same as amortised cost.

Non-cash and other movements, within operating activities in the Consolidated Statement of Cash Flows, includes:


		2025	2024	2023
		$m	$m	$m
Share-based payments charge for the period (Note 29)	****	719	660	579
Settlement of share plan awards		(353)	(618)	(650)
Pension contributions		(186)	(166)	(188)
Pension charges recorded in Operating profit		65	86	55
Long-term provision charges recorded in Operating profit		203	106	460
Loss/(gain) on disposal of Property, plant and equipment		13	4	(41)
Update to the contractual relationships for Beyfortus		–	–	(729)
Foreign exchange and other^1^		201	(193)	128
Total operating activities non-cash and other movements	****	662	(121)	(386)

1	Foreign exchange and other includes, among other items, the foreign exchange of inter-company transactions, including dividends, across Group entities and the related impact from hedging those transactions.

F-30

19 Interest-bearing loans and borrowings


		Repayment		2025	2024
		dates		$m	m
Current liabilities
Bank overdrafts		On demand	****	13	59
Other short-term borrowings excluding overdrafts				158	90
Collateral received from derivative counterparties				473	181
Lease liabilities			****	382	339
3.375% Callable bond	US dollars	2025		–	1,997
0.7% Callable bond	US dollars	2026		1,200	–
1.2% Callable bond	US dollars	2026		1,250	–
Other loans		Within one year	****	10	10
Total			****	3,486	2,676
Non-current liabilities
Lease liabilities				1,421	1,113
0.7% Callable bond	US dollars	2026		–	1,198
1.2% Callable bond	US dollars	2026		–	1,249
4.8% Callable bond	US dollars	2027		1,248	1,247
3.625% Callable bond	euros	2027		880	780
3.125% Callable bond	US dollars	2027		749	748
4.875% Callable bond	US dollars	2028	****	1,097	1,096
1.25% Callable bond	euros	2028		936	829
1.75% Callable bond	US dollars	2028		1,248	1,247
4% Callable bond	US dollars	2029		997	996
4.85% Callable bond	US dollars	2029		1,247	1,246
0.375% Callable bond	euros	2029		936	829
4.9% Callable bond	US dollars	2030		647	646
3.121% Callable bond	euros	2030		764	682
1.375% Callable bond	US dollars	2030		1,295	1,295
4.9% Callable bond	US dollars	2031		995	994
2.25% Callable bond	US dollars	2031		748	747
5.75% Non-callable bond	pounds sterling	2031		469	438
3.75% Callable bond	euros	2032		878	778
4.875% Callable bond	US dollars	2033	****	497	497
3.278% Callable bond	euros	2033		870	786
5% Callable bond	US dollars	2034		1,490	1,489
6.45% Callable bond	US dollars	2037	****	2,728	2,727
4% Callable bond	US dollars	2042	****	989	989
4.375% Callable bond	US dollars	2045	****	982	982
4.375% Callable bond	US dollars	2048		738	738
2.125% Callable bond	US dollars	2050		488	487
3% Callable bond	US dollars	2051		736	735
Other loans	US dollars		****	63	31
Total			****	26,136	27,619
Total interest-bearing loans and borrowings^1^			****	29,622	30,295

All values are in US Dollars.

1	All loans and borrowings above are unsecured.


	Total		Total		Total
	loans and		loans and		loans and
	borrowings		borrowings		borrowings
	2025		2024		2023
	$m		$m		$m
At 1 January	30,295		28,622		29,232
Changes from financing cash flows		****		****
Issue of loans and borrowings	15		6,492		3,816
Repayment of loans and borrowings	(2,029)		(4,652)		(4,942)
Movement in short-term borrowings	364		(31)		161
Repayment of obligations under leases	(372)		(316)		(268)
Total changes in cash flows arising on financing activities from borrowings	(2,022)		1,493		(1,233)
Movement in overdrafts	(47)		(144)		20
New lease liabilities	566		710		444
Additions through business combinations	–		12		–
Exchange	692		(361)		187
Other movements	138		(37)		(28)
At 31 December	29,622		30,295		28,622

Included in prior year cash flows is $833m in 2024 and $867m in 2023 relating to the Acerta Pharma share purchase. This liability was fully extinguished in 2024.

F-31

Set out below is a comparison by category of carrying values and fair values of all the Group’s interest-bearing loans and borrowings:


		Instruments		Instruments		Instruments			Total
		designated in net		designated in		designated in		Amortised	carrying	Fair
		investment hedge	^1^	cash flow hedge	^2^	fair value hedge	^3^	cost	value	value
		$m		$m		$m		$m	$m	m
2024
Overdrafts		–		–		–		59	59	59
Lease liabilities due within one year		–		–		–		339	339	339
Lease liabilities due after more than one year		–		–		–		1,113	1,113	1,113
Loans and borrowings due within one year		–		–		–		2,278	2,278	2,263
Loans and borrowings due after more than one year		1,267		2,387		1,468		21,384	26,506	25,405
Total at 31 December 2024		1,267		2,387		1,468		25,173	30,295	29,179
2025
Overdrafts	****	–		–		–		13	13	13
Lease liabilities due within one year	****	–		–		–		382	382	382
Lease liabilities due after more than one year		–		–		–		1,421	1,421	1,421
Loans and borrowings due within one year	****	–		–		–		3,091	3,091	3,068
Loans and borrowings due after more than one year	****	1,405		2,694		1,634		18,982	24,715	24,337
Total at 31 December 2025	****	1,405		2,694		1,634		23,889	29,622	29,221

All values are in US Dollars.

1	Instruments designated in a net investment hedge are our euro 800m 0.375% 2029 Callable bond and our pounds sterling 350m 5.75% 2031 Non-callable bond. The 2024 value of $1,267m was previously presented within the Amortised cost column; from 2025 the presentation has been revised to present this within the Instruments designated in net investment hedge column.
2	Instruments designated in cash flow hedges are our euro 750m 3.625% 2027 Callable bond, our euro 800m 1.25% 2028 Callable bond, and our euro 750m 3.75% 2032 Callable bond.
---	---
3	Instruments designated in fair value hedges are our euro 650m 3.121% 2030 Callable bond, and our euro 750m 3.278% 2033 Callable bond.
---	---

The fair value of fixed-rate publicly traded debt is based on year end quoted market prices; the fair value of floating rate debt is nominal value, as mark-to-market differences would be minimal given the frequency of resets. The carrying value of loans designated at FVPL is the fair value; this falls within the Level 1 valuation method as defined in Note 13. For loans designated in a fair value hedge relationship, carrying value is initially measured at fair value and remeasured for fair value changes in respect of the hedged risk at each reporting date. All other loans are held at amortised cost. Fair values, as disclosed in the table above, are all determined using the Level 1 valuation method as defined in Note 13, with the exception of overdrafts and lease liabilities, where fair value approximates to carrying values.

The adjustment to the carrying value of bonds designated in a fair value hedge relationship in the year was a decrease in the liability of $21m, and the cumulative adjustment was a decrease in the liability of $5m. A gain of $4m was made during the year on the fair value of bonds designated in a fair value hedge. Under IFRS 9 'Financial Instruments', the Group records the component of fair value changes relating to the component of own credit risk through Other comprehensive income. Changes in credit risk had no material effect on any other financial assets and liabilities recognised at fair value in the Group Financial Statements. The change in fair value attributable to changes in credit risk is calculated as the change in fair value not attributable to market risk.

The interest rates used to discount future cash flows for fair value adjustments, where applicable, are based on market swap curves at the reporting date, and were as follows:


					2025					2024
Loans and borrowings	****	1.9	%	to	2.6	%	2.0	%	to	2.9	%

20 Trade and other payables


		2025	2024
		$m	m
Current liabilities
Trade payables	****	3,820	3,640
Value-added and payroll taxes and social security	****	580	401
Rebates, chargebacks, returns and other revenue accruals	****	9,681	7,805
Clinical trial accruals	****	1,780	1,419
Other accruals		7,258	6,463
Collaboration Revenue contract liabilities		–	7
Vaccine contract liabilities		142	119
Deferred government grant income		2	–
Contingent consideration	****	346	1,170
Other payables	****	1,671	1,441
Total	****	25,280	22,465
Non-current liabilities
Accruals	****	85	65
Deferred government grant income		55	–
Contingent consideration	****	204	581
Other payables	****	2,035	1,124
Total	****	2,379	1,770

All values are in US Dollars.

Included within Rebates, chargebacks, returns and other revenue accruals are contract liabilities of $63m (2024: $114m). The revenue recognised in the year from opening contract liabilities is $107m, comprising $100m relating to other revenue accruals and $7m Collaboration Revenue contract liabilities. The major markets with Rebates, chargebacks, returns and other revenue accruals are the US where the liability at 31 December 2025 amounted to $5,941m (2024: $4,978m), of which Rare Disease comprises $336m (2024: $240m), and China where the liability at 31 December 2025 amounted to $619m (2024: $532m).

F-32

Trade payables includes $100m (2024: $105m) due to suppliers that have signed up to a supply chain financing programme, under which the suppliers can elect on an invoice-by-invoice basis to receive a discounted early payment from the relationship bank rather than being paid in line with the agreed payment terms. If the option is taken, the Group’s liability is assigned by the supplier to be due to the relationship bank rather than the supplier. The value of the liability payable by the Group remains unchanged. The Group assesses the arrangement against indicators to assess if debts which vendors have sold to the funder under the supplier financing scheme continue to meet the definition of trade payables or should be classified as borrowings. At 31 December 2025, the payables met the criteria of Trade payables. The supply chain financing programme operates in the US, UK, Sweden, China and Germany, and as at 31 December 2025, the programme had 310 suppliers enrolled across these countries.

Vaccine contract liabilities relate to amounts received from customers, primarily government bodies, in advance of supply of product.

Included within current Other payables are liabilities relating to future sales related payments to Daiichi Sankyo totalling $673m (2024: $377m) resulting from the collaboration agreement in relation to Enhertu entered into in March 2019. Additionally, included within non-current Other payables are liabilities relating to future sales related payments totalling $579m (2024: $456m) as a result of the Enhertu collaboration agreement, $499m (2024: $462m) owed to Bond Avillion 2 Development LP as a result of the Airsupra collaboration agreement entered into in March 2018 and $201m (2024: $nil) owed to MSD as a result of the Koselugo collaboration agreement entered into in 2017 and amended in August 2025.

In November 2020, Calquence received marketing approval in the European Union, which removed all remaining conditionality in respect of the Acerta Pharma put and call options regarding the non-controlling interest; the option was exercised in April 2021. The payments were made in similar annual instalments in 2022 through to 2024, with the final payment of $833m made in 2024. Interest arising from amortising the liability was included within Finance expense (see Note 4). The associated cash flows were disclosed as financing activities within the Consolidated Statement of Cash Flows.

With the exception of Contingent consideration payables of $550m (2024: $1,751m) which are held at fair value within Level 3 of the fair value hierarchy as defined in Note 13, all other financial liabilities are held at amortised cost with carrying value being a reasonable approximation of fair value.

Contingent consideration


		2025	2024	2023
		$m	$m	m
At 1 January	****	1,751	2,137	2,222
Additions through business combinations	****	–	198	60
Settlements		(1,164)	(1,008)	(826)
Revaluations	****	(97)	311	549
Discount unwind (Note 4)	****	60	113	132
At 31 December	****	550	1,751	2,137

All values are in US Dollars.

Contingent consideration arising from business combinations is fair valued using decision-tree analysis, with key inputs including the probability of success, consideration of potential delays and the expected levels of future revenues.

Revaluations of Contingent consideration are recognised in Selling, general and administrative expense and include a decrease of $44m in 2025 (2024: increase of $260m; 2023: increase of $520m) based on revenue and royalty forecasts, relating to the acquisition of BMS’s share of the Global Diabetes Alliance. Discount unwind on the liability is included within Finance expense (see Note 4).

The discount rates used for the Contingent consideration balances range from 5% to 8%. The most significant Contingent consideration balance is the Global Diabetes Alliance which is discounted at 8% and is reviewed against comparable benchmarks on a regular basis.

Management has identified that reasonably possible changes in certain key assumptions, including the likelihood of achieving successful trial results, obtaining regulatory approval, the projected market share of the therapy area and expected pricing for launched products, may cause the calculated fair value of the above contingent consideration to vary materially in future years.

The contingent consideration balance relating to BMS’s share of Global Diabetes Alliance of $257m (2024: $1,309m; 2023: $1,945m) is due for final payment in 2026.

The maximum development and sales milestones payable under outstanding Contingent consideration arrangements arising on business combinations are as follows:


		Nature of	Maximum future milestones
Acquisitions	Year	contingent consideration	m
Spirogen Sarl	2013	Milestones	171
Amplimmune, Inc.	2013	Milestones	150
Almirall, S.A.	2014	Milestones and royalties	345
Fusion Pharmaceuticals, Inc.	2024	Milestones	304
Gracell Biotechnologies, Inc.	2024	Milestones	149

All values are in US Dollars.

The amount of royalties payable under the arrangements is inherently uncertain and difficult to predict, given the direct link to future sales and the range of outcomes. The maximum amount of royalties payable in each year is with reference to net sales.

21 Provisions


				Employee		Other
		Severance	Environmental	benefits	Legal	provisions	Total
		$m	$m	$m	$m	$m	m
At 1 January 2024		176	112	168	1,016	683	2,155
Additions arising on business acquisitions		–	–	–	–	50	50
Charge for year		283	26	30	44	478	861
Cash paid		(101)	(33)	(7)	(189)	(146)	(476)
Reversals		(83)	–	(1)	(9)	(255)	(348)
Exchange and other movements		–	–	(24)	(3)	(25)	(52)
At 31 December 2024		275	105	166	859	785	2,190
Charge for year	****	190	27	40	252	189	698
Cash paid	****	(217)	(25)	(5)	(720)	(282)	(1,249)
Reversals	****	(64)	–	(7)	(18)	(68)	(157)
Exchange and other movements	****	13	–	(4)	3	110	122
At 31 December 2025	****	197	107	190	376	734	1,604

All values are in US Dollars.

F-33


		2025	2024
		$m	m
Due within one year	****	686	1,269
Due after more than one year	****	918	921
Total	****	1,604	2,190

All values are in US Dollars.

Provisions are often subject to substantial uncertainties with regard to the timing and final amounts of any payments. These uncertainties can also cause a reversal in previously established provisions once final settlement is reached. Once established, these amounts remain in Provisions even after settlement is reached and uncertainty resolved, with no transfer to Trade and other payables prior to payment. This is to provide more transparent disclosure of subsequent movements in brought forward and carried forward balances. Settled legal claims included within Provisions are held at amortised cost with carrying value being a reasonable approximation of fair value.

Severance provisions arise predominantly in connection with global restructuring initiatives, including the Alexion PAAGR, which involve rationalisation of the global supply chain, the sales and marketing organisation, IT and business support infrastructure, and R&D.

Employee costs in connection with the initiatives are recognised in severance provisions when a detailed formal plan has been communicated to those employees affected. Final severance costs are often subject to the completion of the requisite consultations on the areas impacted, with the majority of the cost expected to be paid within one year. AstraZeneca endeavours to support employees affected by restructuring initiatives to seek alternative roles within the organisation. Where the employee is successful, any severance provisions will be released.

Details of the Environmental provisions totalling $107m (2024: $105m) and ongoing matters are provided in Note 30.

A significant proportion of the total legal provision ($194m (2024: $626m) due within one year and $177m (2024: $210m) due after more than one year^1^) relates to matters settled, but not paid, in previous periods; further details are provided in Note 30.

The majority of Employee benefit provisions relate to Executive Deferred Compensation Plans, which include uncertainty over the ultimate timing and amount of payment to be made to the executives.

Other provisions comprise amounts relating to specific contractual or constructive obligations and disputes. Included within Other provisions are amounts associated with long-standing product liability settlements that arose prior to the merger of Astra and Zeneca, which given the nature of the provision, the amounts are expected to be settled over many years; the final settlement values and timings are uncertain. Also included in Other provisions is an amount of $166m (2024: $145m), in relation to third-party liability and other risks (including incurred but not yet reported claims); the claims are considered to be uncertain as to timing and amount. Charges to Other provisions in 2025 included $7m (2024: $184m) in relation to the PAAGR restructuring programme, which has a closing provision of $78m (2024: $80m), including $59m (2024: $58m) held in non-current provisions expected to be settled over time by 2028.

No provision has been released or applied for any purpose other than that for which it was established.

1	The expected profile of future payments of legal provisions due after one year is as follows: in one to two years $19m (2024: $167m); in two to three years $131m (2024: $9m); in three to four years $11m (2024: $12m); in four to five years $9m (2024: $9m); and in more than five years $7m (2024: $13m).

22 Post-retirement pension and other defined benefit schemes

Background

This section predominantly covers defined benefit (DB) arrangements such as post-retirement pension and medical plans which make up the vast bulk of these liabilities. However, it also incorporates other benefits which fall under IAS 19 ‘Employee Benefits’ rules and which require an actuarial valuation, including but not limited to: lump sum plans, long-service awards and defined contribution pension plans which have some DB characteristics (e.g. a minimum guaranteed level of benefit). In total, over 50 plans in 28 countries are covered.

The Group and most of its subsidiaries offer post-retirement pension plans which cover the majority of employees. The Group’s policy is to provide defined contribution (DC) orientated pension provision to its employees unless otherwise compelled by local regulation. As a result, many of these retirement plans are DC, where the Group contribution and resulting charge is fixed at a set level, or is a set percentage of employees’ pay. However, several plans, mainly in the UK and Sweden, are DB, where benefits are based on employees’ length of service and salary. The major DB plans are largely legacy arrangements as they have been closed to new entrants since 2000, apart from the collectively bargained Swedish plan (which is still open to employees born before 1979). During 2010, following consultation with its UK employees’ representatives, the Group introduced a freeze on pensionable pay at 30 June 2010 levels for DB members of the UK Pension Fund. The number of active members in the Fund continues to decline and is now 296 employees.

The Group’s DB plans are largely funded through ring-fenced, fiduciary-administered assets. The cash funding of the plans, which may from time to time involve payments from the Group, is designed, in consultation with independent qualified actuaries, to ensure that the assets are sufficient to meet future obligations as and when they fall due. The funding level is monitored by the Group and local fiduciaries, who may take into account various factors, including: the strength of the Group’s covenant, local regulation, cash flows, and the solvency and maturity of the pension plan.

Funding Framework

Eighty six per cent of the Group’s total DB obligations (or 53% of net obligations) at 31 December 2025 are in plans within the UK and Sweden.

The Group has developed a long-term funding framework for such plans which targets either full funding on a low-risk funding measure, or buyout with an external third party as the pension plans mature, with pragmatic long-term de-risking of investment strategy along the way. Unless local regulation dictates otherwise, this framework determines the cash contributions payable.

The UK Pension Fund represents approximately 64% of the Group’s DB obligations at 31 December 2025. The funding framework is modified in light of the UK regulatory requirements (summarised below) and resulting discussions with the Trustee.

Role of Trustee and Regulation

The UK Pension Fund is governed and administered by a corporate Trustee. The Trustee Directors are comprised of representatives appointed by both the employer and Fund members and include an independent professional Trustee Director. The Trustee Directors are required by law to act in the interest of all relevant beneficiaries and are responsible, in particular, for investment strategy and the day-to-day administration of the benefits. They are also responsible for jointly agreeing, with the employer, the level of contributions required to ensure the funding objective is met.

The UK pensions industry is regulated by The Pensions Regulator whose statutory objectives and regulatory powers are described on its website, www.thepensionsregulator.gov.uk. F-34

Guaranteed Minimum Pensions (GMP) equalisation of member benefits, as required by UK legislation, was completed for pensioner and dependent members in 2024 and, for non-pensioner members, a process is in place to equalise their benefits at their point of retirement. An estimate of the impact of these changes has already been recognised in 2018 and 2020, and actual experience is in line with the estimates previously recognised.

In June 2023, the UK High Court (Virgin Media Limited v NTL Pension Trustees II Limited) ruled that certain historical amendments for contracted-out DB pension plans were invalid if they were not accompanied by the correct actuarial confirmation. In July 2025, the UK Government confirmed that it will introduce legislation to give affected pension schemes the ability to retrospectively obtain written actuarial confirmation that historic benefit changes met the necessary standards. The Trustee has considered this matter with their legal adviser. The Trustee has not conducted any detailed investigations as they have no reason to believe that any such confirmations were not provided and so no impact is expected on the UK Pension Fund.

Funding requirements and security

UK legislation requires that an actuarial valuation is completed for all DB pension schemes every three years, which compares the schemes’ liabilities to its assets. As part of the triennial valuation process, the Trustee and the Group must agree on a set of assumptions to value the liabilities and determine the contributions required, if any, to ensure the UK Pension Fund is fully funded over an appropriate time period and on a suitably prudent measure. The assumptions used to value the liabilities for the triennial actuarial valuation are required to be prudent, whereas the assumptions used to prepare an IAS 19 accounting valuation are required to be ‘best estimate’.

The last full actuarial valuation of the UK Pension Fund was carried out by a qualified actuary as at 31 March 2022 and finalised in May 2023, ahead of the statutory deadline. The funding assumptions used in this actuarial valuation were set out in the Group's 2023 annual report. The actuarial valuation at 31 March 2025 will be the first valuation under the Pensions Regulator’s new DB funding code of practice, and is currently in progress, with a likely timescale for completion during the second quarter of 2026. However, the value of the Fund’s obligations disclosed at 31 December 2025 incorporates data from this latest actuarial valuation including updated membership information and demographic assumptions.

Aspects of the triennial actuarial valuation are governed by a long-term funding agreement, effective since October 2016, which sets out a path to full funding on a low-risk measure. Under this agreement, if a deficit exists, the Group is required to provide security. This security takes the form of a charge in favour of the Trustee over all land and buildings on the Group’s Cambridge Biomedical Campus site. This charge was enacted in December 2023, and provides long-term security to the Trustee in respect of the Group’s future deficit recovery contributions. At the last assessment date (1 December 2023), the value of the charge was £317m ($427m at December 2025 exchange rates) and it is capped at £350m ($471m). The value of the charge will vary and is expected to reduce over time, before falling away. Under the terms of the charge, the Trustee can only exercise its right over the ownership of the site in a Group insolvency event.

In relation to deficit recovery contributions, in March 2025, the Group made a lump sum contribution of £39m ($49m). Further annual contributions of £39m are due before 31 March 2026 and each year up to 31 March 2028. Based on 31 December 2025 IAS 19 assumptions, it is expected that ongoing contributions (excluding past service deficit contributions) during the year ending 31 December 2026 for the UK will be approximately $17m.

GMP equalisation of member benefits has been completed for pensioner and dependent members and, for non-pensioner members, a process is in place to equalise their benefits at their point of retirement. The method of equalisation converts GMP to non-GMP pension to simplify the structure and administration of benefits.

A new, voluntary, Flexible Pension Option was introduced from 1 July 2025, allowing retiring members to reshape their pension benefit. A $33m past service credit was taken to the Consolidated Statement of Comprehensive Income in May 2025 reflecting expected take-up of this option.

Under the governing documentation of the UK Pension Fund, any future surplus in the Fund would be returnable to the Group by refund assuming gradual settlement of the liabilities over the lifetime of the Fund. In particular, the Trustee has no unilateral right to wind up the Fund without Company consent nor does it have the power to unilaterally use any surplus to augment benefits prior to wind-up. As such, there are no adjustments required in respect of IFRIC 14 ‘IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction’.

Sweden

The Swedish plans account for 22% of the Group’s DB obligations. They are governed by Fiduciary Bodies with responsibility for the investment of the assets. These plans are funded in line with the Group’s long-term funding framework and local regulations.

The Swedish DB pension plans were actuarially valued at 31 December 2024, when plan obligations were estimated to amount to $1,508m and plan assets were $1,056m. The local Swedish GAAP funding position can influence contribution policy. Over 2025, for the largest pension plan, the Group did not request a reimbursement of benefit payments made throughout the year as the funding level was below 100% on the Swedish GAAP basis and so any such reimbursement is not permitted. These benefit payments over 2025, totalling approximately $60m, are therefore regarded as Group contributions.

Based on 31 December 2025 IAS 19 assumptions, it is expected that contributions during the year ending 31 December 2026 for Sweden will be approximately $64m.

Other defined benefit plans

The Group provides DB plans other than pensions which are reported under IAS 19. These include lump sum plans, long-service awards and defined contribution pension plans which have a guaranteed minimum benefit. However, the largest category of these ‘other’ non-pension plans are healthcare benefits.

The cost of post-retirement benefits other than pensions for the Group in 2025 was $1m (2024: $1m; 2023: $1m). Plan assets were $141m and plan obligations were $83m at 31 December 2025.

F-35

Financial assumptions

Qualified independent actuaries have updated the actuarial valuations under IAS 19 for the major DB plans operated by the Group to 31 December 2025. The assumptions used may not necessarily be borne out in practice, due to the inherent financial and demographic uncertainty associated with making long-term projections. These assumptions reflect the changes which have the most material impact on the results of the Group and were as follows:


					2024
	UK		Sweden		Rest of Group^1^
Inflation assumption	3.2	%	1.8	%	2.1	%
Rate of increase in salaries	–	^3^	3.3	%	3.6	%
Rate of increase in pensions in payment	3.0	%	1.8	%	2.1	%
Discount rate – defined benefit obligation	5.5	%	3.5	%	3.5	%
Discount rate – interest cost	5.4	%	3.4	%	3.5	%
Discount rate – service cost	5.5	%	3.5	%	3.5	%


					2025
	UK		Sweden		Rest of Group^1^
Inflation assumption	2.8	%^2^	1.7	%	2.0	%
Rate of increase in salaries	–	^3^	3.2	%	3.5	%
Rate of increase in pensions in payment	2.7	%	1.7	%	2.0	%
Discount rate – defined benefit obligation^4^	5.5	%	3.8	%	4.3	%
Discount rate – interest cost^5^	5.1	%	3.6	%	3.9	%
Discount rate – service cost^5^	5.7	%	3.9	%	4.5	%

1	Rest of Group reflects the assumptions in Germany as these have the most material impact on the Group.
2	The UK inflation assumption includes an allowance for some UK inflation experience over 2025.
---	---
3	Pensionable pay frozen at 30 June 2010 levels following UK fund changes.
---	---
4	Group defined benefit obligation as at 31 December 2025 calculated using discount rates based on market conditions as at 31 December 2025.
---	---
5	2025 interest costs and service costs calculated using discount rates based on market conditions as at 31 December 2024.
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The weighted average duration of the post-retirement scheme obligations is approximately 10 years in the UK, 16 years in Sweden and 12 years for the Rest of the Group (including Germany).

Demographic assumptions

The mortality assumptions are based on country-specific mortality tables. These are compared to actual experience and adjusted where sufficient data are available. Additional allowance for future improvements in life expectancy is included for all major plans where there is credible data to support a continuing trend.

The table below illustrates life expectancy assumptions at age 65 for male and female members retiring in 2025 and male and female members expected to retire in 2045 (2024: 2024 and 2044 respectively).


		Life expectancy assumption for a male member retiring at age 65					Life expectancy assumption for a female member retiring at age 65
Country		2025		2045	2024	2044	2025		2045	2024	2044
UK	****	23.0		24.3	22.1	23.1	24.2		25.6	23.7	24.8
Sweden	****	22.8		24.3	21.8	24.1	24.4		25.3	23.9	26.3

In the UK, the Group updated the mortality tables used, reflecting analysis carried out as part of the latest actuarial valuation and adopted the CMI Core 2024 Mortality Projections Model with core fitting parameters (H=1.0, SK=7.0), an addition to initial rates of improvement of 0.5% p.a. and a 1.0% p.a. long-term improvement rate. Other demographic assumptions were updated based on analysis carried out as part of the 2025 actuarial valuation. The Group has assumed that 15% of members (2024: 15%) will transfer out of the DB section of the UK Pension Fund at an average age of 59 (2024: 57).

In Sweden, the Group continues to use the most recently published mortality tables, DUS23, for the year. F-36

Risks associated with the Group’s defined benefit pension plans

The UK DB plan accounts for 64% of the Group’s DB obligations and exposes the Group to a number of risks, which the Group monitors and works with the Trustee to mitigate (noting it is the Trustee who has the remit and ultimate decision making powers). The most significant of which are:

Risk	Description	Mitigation
1 Asset pricing	The Defined Benefit Obligation (DBO) is calculated using a discount rate set with reference to AA-rated corporate bond yields; asset returns that differ from the discount rate will create an element of volatility in the solvency ratio. Approximately 45% of the UK Pension Fund is exposed to growth assets, including global investments, most of which are not sterling denominated. Although these growth assets are expected to outperform AA-rated corporate bonds in the long term, they can lead to volatility and mismatching risk in the short term. The allocation to growth assets is monitored to ensure it remains appropriate given the UK Pension Fund’s long-term objectives and risk budget.	The Trustee invests in a suitably diversified range of asset classes with different return drivers and investment managers. Investment strategy will evolve to further improve the expected risk/return profile as opportunities arise and funding solvency improves.<br><br>The Trustee has hedged approximately 87% of unintended non-sterling, overseas currency risk within the UK Pension Fund assets.
2 Interest rate	A decrease in corporate bond yields will increase the present value placed on the DBO under IAS 19.	The interest rate hedge of the UK Pension Fund is predominantly implemented via holding gilts (and gilt repurchase agreements or ‘gilt repo’) of appropriate duration. This hedge protects to a large degree against falls in long-term interest rates and the UK Pension Fund is 100% hedged as a percentage of assets at the end of 2025 (versus target of 100%). Nonetheless, there remain differences in the bonds and instruments held by the UK Pension Fund to hedge interest rate risk on the statutory and long-term funding basis (gilts and ‘gilt repo’) and the bonds included in the yield curve to set the DBO discount rate on an IAS 19 basis (AA corporate bonds). As such, there remains mismatching risk on an IAS 19 basis should yields on gilts diverge compared to AA corporate bonds.
3 Inflation	The majority of the DBO is indexed in line with price inflation (mainly inflation as measured by the UK Retail Price Index (RPI) but also for some members, a component of pensions is indexed by the UK Consumer Price Index (CPI)) and higher inflation will lead to higher liabilities (although, in the vast majority of cases, this is capped at an annual increase of 5%, known as Limited Price Indexation or LPI).	The UK Pension Fund holds RPI index-linked gilts and ‘gilt repo’. The inflation hedge of the UK Pension Fund protects to some degree against higher-than-expected inflation increases on the DBO and is approximately 96% hedged as a percentage of assets at the end of 2025 (versus a target of 100%).
4 Longevity	The majority of the UK Pension Fund’s obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in the liabilities.	In 2013, the Trustee entered into a longevity swap to hedge against the risk of increasing life expectancy over the next circa 70 years. The swap currently covers approximately 7,500 of the UK Pension Fund’s pensioners, equivalent to $2.0bn of Pension Fund liability. A one-year increase in life expectancy would result in a $161m increase in Pension Fund obligations, which would be partially offset by a $81m increase in the value of the longevity swap and hence the pension fund assets.
5 Cash flow and liquidity	The UK Pension Fund is maturing and is cash flow negative. Assets are liquidated to meet benefit outgo and potentially from time to time, to supplement the collateral pool required to post margin for derivative holdings.<br><br>There is a risk of the Trustee requesting liquidity support from the Group to meet margin calls or expenditure, if the liquidity position of the UK Pension Fund is not effectively monitored and managed.	The Trustee invests in a diversified portfolio of highly liquid assets to manage sequencing risk and operates a collateral management policy, maintaining a minimum liquidity ‘buffer’. As at the end of 2025, the buffer is well above recommended regulatory guidelines and the minimum thresholds, and can be quickly supplemented in an orderly manner.<br><br>At 31 December 2025, 8% of assets are invested in a cash-flow driven investment portfolio, consisting of investment-grade corporate bonds. The purpose of this portfolio is to generate income to help meet the Fund’s benefit outgo. The portfolio is expected to grow over time as further de-risking occurs and when attractive pricing points present.

Other risks

There are a number of other risks of administering the UK Pension Fund which the Trustee manages with Group input. Some of the major risks include counterparty risks from using derivatives (mitigated by using a specialist investment manager to oversee a diversified range of counterparties of high standing and ensuring positions are collateralised daily). Furthermore, there are operational risks (such as paying out the wrong benefits) and regulatory risks (such as the UK Government introducing new legislation). These are mitigated so far as possible via the governance structure in place which oversees and administers the Pension Fund.

Fiduciary Boards who govern the Swedish pension plans also monitor and manage these key risks, where relevant and possible to do so, in a similar way, by investing in a diversified manner (to mitigate the first risk) and employing a framework to hedge interest rate risk where practicable (to mitigate the second risk). It is not possible to hedge inflation risk (third risk) nor longevity risk (fourth risk) due to a lack of available instruments in the local market. As the Swedish plans are less mature and have a longer investment horizon, the fifth risk is not as significant compared to the UK Pension Fund.

Fiduciary boards are aware of Environmental, Social and Governance (ESG) risks as they pertain to investment policy, and where local regulation allows, have policies in place to monitor and manage such risks and comply with local legislation and disclosure requirements.

Assets and obligations of defined benefit plans

The assets and obligations of the DB schemes operated by the Group at 31 December 2025, as calculated in accordance with IAS 19, are shown below. F-37

Scheme assets


										2024
			UK		Sweden		Rest of Group		Total
		Quoted	Unquoted	Quoted	Unquoted	Quoted	Unquoted	Quoted	Unquoted	Total
		$m	$m	$m	$m	$m	$m	$m	$m	$m
Government bonds^1^	****	1,884	–	–	–	45	–	1,929	–	1,929
Corporate bonds^2^	****	352	–	–	–	6	–	358	–	358
Derivatives^3^	****	–	(355)	–	475	–	–	–	120	120
Investment funds: Listed Equities^4^	****	–	374	–	–	38	23	38	397	435
Investment funds: Absolute Return/Multi Strategy^4^	****	–	1,051	–	420	5	7	5	1,478	1,483
Investment funds: Corporate Bonds/Credit^4^	****	–	601	–	159	182	19	182	779	961
Cash and cash equivalents	****	32	336	–	2	2	2	34	340	374
Other	****	–	–	–	–	(6)	194	(6)	194	188
Total fair value of scheme assets^5^	****	2,268	2,007	–	1,056	272	245	2,540	3,308	5,848


															2025
			UK		Sweden				Rest of Group				Total
		Quoted	Unquoted	Quoted	Unquoted		Quoted		Unquoted		Quoted		Unquoted		Total
		$m	$m	$m	$m		$m		$m		$m		$m		$m
Government bonds^1^	****	2,231	–	–	–		2		48		2,233		48		2,281
Corporate bonds^2^	****	387	–	–	–		4		1		391		1		392
Derivatives^3^	****	–	(316)	–	(38)		–		(1)		–		(355)		(355)
Investment funds: Listed Equities^4^	****	–	215	–	-		51		3		51		218		269
Investment funds: Absolute Return/Multi Strategy^4^	****	–	1,021	–	529		–		6		–		1,556		1,556
Investment funds: Corporate Bonds/Credit^4^	****	–	628	–	205		186		–		186		833		1,019
Cash and cash equivalents	****	–	431	–	626		7		7		7		1,064		1,071
Other	****	–	–	–	-		1		247		1		247		248
Total fair value of scheme assets^5^	****	2,618	1,979	–	1,322		251		311		2,869		3,612		6,481

1	Predominantly developed markets in nature.
2	Predominantly developed markets in nature and investment grade (AAA-BBB).
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3	Includes interest rate swaps, inflation swaps, longevity swaps, equity total return swaps and other contracts. More detail is given in the section Risks associated with the Group’s defined benefit pension plans from page 164. Derivative fair values are determined by independent third parties.
---	---
4	Investment funds are pooled, commingled vehicles, whereby the pension plan owns units in the fund, alongside other investors. The pension plans invest in a number of investment funds, including Listed Equities (primarily developed markets with some emerging markets), Corporate Bonds/Credit (a range of investment-grade and non-investment-grade credit) and Absolute Return/Multi Strategy (actively managed multi-asset exposure both across and within traditional and alternative asset classes). The price of the funds is set by independent administrators/custodians employed by the investment managers and based on the value of the underlying assets held in the fund. Details of pricing methodology is set out within internal control reports provided for each fund. Prices are updated daily, weekly or monthly depending upon the frequency of the fund’s dealing.
---	---
5	None of the Group’s own assets were included in the scheme assets (2024: $nil).
---	---

Scheme obligations


					2024
		UK	Sweden	Rest of Group	Total
		$m	$m	$m	$m
Present value of scheme obligations in respect of:
Active membership	****	(200)	(543)	(481)	(1,224)
Deferred membership	****	(667)	(393)	(197)	(1,257)
Pensioners	****	(3,725)	(572)	(301)	(4,598)
Total value of scheme obligations	****	(4,592)	(1,508)	(979)	(7,079)


							2025
		UK	Sweden		Rest of Group		Total
		$m	$m		$m		$m
Present value of scheme obligations in respect of:
Active membership	****	(150)	(577)		(532)		(1,259)
Deferred membership	****	(566)	(431)		(199)		(1,196)
Pensioners	****	(4,051)	(672)		(302)		(5,025)
Total value of scheme obligations	****	(4,767)	(1,680)		(1,033)		(7,480)

F-38

Net (deficit)/surplus in the scheme


					2024
	UK	Sweden	Rest of Group		Total
	$m	$m	$m		$m
Total fair value of scheme assets	4,275	1,056	517		5,848
Total value of scheme obligations	(4,592)	(1,508)	(979)		(7,079)
Deficit in the scheme as recognised in the Consolidated Statement of Financial Position	(317)	(452)	(462)		(1,231)
Included in Non-current other receivables (Note 15)	–	–	99	^1^	99
Included in Retirement benefit obligations	(317)	(452)	(561)		(1,330)
	(317)	(452)	(462)		(1,231)


						2025
	UK	Sweden		Rest of Group		Total
	$m	$m		$m		$m
Total fair value of scheme assets	4,597	1,322		562		6,481
Total value of scheme obligations	(4,767)	(1,680)		(1,033)		(7,480)
Deficit in the scheme as recognised in the Consolidated Statement of Financial Position	(170)	(358)		(471)		(999)
Included in Non-current other receivables (Note 15)	–	–		106	^1^	106
Included in Retirement benefit obligations	(170)	(358)		(577)		(1,105)
	(170)	(358)		(471)		(999)

1	Surpluses were recognised in the US, Ireland and Belgium.

Fair value of scheme assets


						2025				2024
	UK	Sweden		Rest of Group		Total	UK	Sweden	Rest of Group	Total
	$m	$m		$m		$m	$m	$m	$m	m
At beginning of year	4,275	1,056		517		5,848	4,759	1,068	652	6,479
Interest income on scheme assets	232	40		17		289	214	33	15	262
Expenses	(5)	–		–		(5)	(5)	–	–	(5)
Actuarial gains/(losses)	61	25		(1)		85	(370)	55	–	(315)
Exchange and other adjustments	304	202		37		543	(67)	(98)	(20)	(185)
Employer contributions	65	57		64		186	66	50	50	166
Participant contributions	1	–		12		13	1	–	12	13
Benefits paid	(336)	(58)		(84)		(478)	(323)	(52)	(76)	(451)
Settlements^1^	–	–		–		–	–	–	(116)	(116)
Scheme assets’ fair value at end of year	4,597	1,322		562		6,481	4,275	1,056	517	5,848

All values are in US Dollars.

1	The 2024 settlement is the buyout of post-retirement pension plans in Norway and the Netherlands.

The actual return on the plan assets was a gain of $374m (2024: loss of $53m).

Movement in post-retirement scheme obligations


						2025				2024
	UK	Sweden		Rest of Group		Total	UK	Sweden	Rest of Group	Total
	$m	$m		$m		$m	$m	$m	$m	$m
Present value of obligations in scheme at beginning of year	(4,592)	(1,508)		(979)		(7,079)	(5,161)	(1,602)	(1,144)	(7,907)
Current service cost	(5)	(41)		(40)		(86)	(6)	(26)	(40)	(72)
Past service credit/(cost)	32	(5)		(1)		26	(2)	(8)	1	(9)
Participant contributions	(1)	–		(12)		(13)	(1)	–	(12)	(13)
Benefits paid	336	58		84		478	323	52	76	451
Interest expense on post-retirement scheme obligations	(248)	(55)		(37)		(340)	(231)	(47)	(34)	(312)
Actuarial gains/(losses)	30	149		26		205	416	(23)	2	395
Exchange and other adjustments	(319)	(278)		(87)		(684)	70	146	56	272
Settlements^1^	–	–		13		13	–	–	116	116
Present value of obligations in scheme at end of year	(4,767)	(1,680)		(1,033)		(7,480)	(4,592)	(1,508)	(979)	(7,079)

1	The 2024 settlement is the buyout of post-retirement pension plans in Norway and the Netherlands.

The obligations arise from the following plans:


						2025				2024
	UK	Sweden		Rest of Group		Total	UK	Sweden	Rest of Group	Total
	$m	$m		$m		$m	$m	$m	$m	m
Funded – pension schemes^1^	(4,758)	(1,678)		(777)		(7,213)	(4,582)	(1,505)	(717)	(6,804)
Funded – post-retirement healthcare	–	–		(67)		(67)	–	–	(78)	(78)
Unfunded – pension schemes^1^	–	(2)		(179)		(181)	–	(3)	(167)	(170)
Unfunded – post-retirement healthcare	(9)	–		(10)		(19)	(10)	–	(17)	(27)
Total	(4,767)	(1,680)		(1,033)		(7,480)	(4,592)	(1,508)	(979)	(7,079)

All values are in US Dollars.

1	Includes defined benefit pension schemes and other plans, such as lump sum, long-service awards and DC plans with underpins.

F-39

Consolidated Statement of Comprehensive Income disclosures

The amounts that have been charged to the Consolidated Statement of Comprehensive Income, in respect of DB schemes for the years ended 31 December 2025 and 31 December 2024, are set out below.


							2025				2024
	UK		Sweden		Rest of Group		Total	UK	Sweden	Rest of Group	Total
	$m		$m		$m		$m	$m	$m	$m	m
Operating profit
Current service cost	(5)		(41)		(40)		(86)	(6)	(26)	(40)	(72)
Past service credit/(cost)	32		(5)		(1)		26	(2)	(8)	1	(9)
Expenses	(5)		–		–		(5)	(5)	–	–	(5)
Total credit/(charge) to Operating profit	22		(46)		(41)		(65)	(13)	(34)	(39)	(86)
Finance expense
Interest income on scheme assets	232		40		17		289	214	33	15	262
Interest expense on post-retirement scheme obligations	(248)		(55)		(37)		(340)	(231)	(47)	(34)	(312)
Net interest on post-employment defined benefit plan liabilities	(16)		(15)		(20)		(51)	(17)	(14)	(19)	(50)
Credit/(charge) before taxation	6		(61)		(61)		(116)	(30)	(48)	(58)	(136)
Other comprehensive income
Difference between the actual return and the expected return on the post-retirement scheme assets	61		25		(1)		85	(370)	55	–	(315)
Experience gains/(losses) arising on the post-retirement scheme obligations	17		60		(18)		59	3	(33)	(10)	(40)
Changes in financial assumptions underlying the present value of the post-retirement scheme obligations	87		89		44		220	414	11	11	436
Changes in demographic assumptions	(74)		–		–		(74)	(1)	(1)	1	(1)
Remeasurement of the defined benefit liability	91		174		25		290	46	32	2	80

All values are in US Dollars.

Past service cost includes granting early retirement in UK and Sweden.

Total Group pension costs in respect of defined contribution and DB schemes during the year are set out below (see Note 29).


		2025	2024
		$m	m
Defined contribution plans	****	553	528
Defined benefit plans − Current service cost and expenses		91	77
Defined benefit plans − Past service (credit)/cost	****	(26)	9
Pension costs	****	618	614

All values are in US Dollars.

Rate sensitivities

The following tables show the US dollar effect of a change in the significant actuarial assumptions used to determine the retirement benefits obligations in our two main DB pension obligation countries.


			2025		2024
	+0.5%		−0.5%	+0.5%	−0.5%
Discount rate
UK (m)	219		(238)	219	(239)
Sweden (m)	116		(129)	110	(126)
Total (m)	335		(367)	329	(365)

All values are in US Dollars.


			2025		2024
	+0.5%		−0.5%	+0.5%	−0.5%
Inflation rate1
UK (m)	(155)		142	(148)	142
Sweden (m)	(104)		95	(119)	104
Total (m)	(259)		237	(267)	246

All values are in US Dollars.


			2025		2024
	+0.5%		−0.5%	+0.5%	−0.5%
Rate of increase in salaries2
UK (m)	n/a		n/a	n/a	n/a
Sweden (m)	(33)		32	(46)	43
Total (m)	(33)		32	(46)	43

All values are in US Dollars.


			2025			2024
	+1 year		−1 year		+1 year	−1 year
Mortality rate3
UK (m)	(161)	^4^	163	^5^	(178)	175
Sweden (m)	(58)		58		(74)	54
Total (m)	(219)		221		(252)	229

All values are in US Dollars.

1	Rate of increase in pensions in payment follows inflation. The inflation sensitivity allows for the impact of a change in inflation on salary increases and pension increases (where these assumptions are inflation-linked).
2	The salary increase sensitivity reflects the impact of an increase of only salary relative to inflation.
---	---
3	The sensitivity to the life expectancy assumption is estimated based on a revised mortality assumption that extends/reduces the current life expectancy by one year for a particular age.
---	---
4	Of the $161m increase, $81m is covered by the longevity swap.
---	---
5	Of the $163m decrease, $81m is covered by the longevity swap.
---	---

The sensitivity to the financial assumptions shown above has been estimated taking into account the approximate duration of the liabilities and the overall profile of the plan membership. F-40

23 Reserves

Retained earnings

The cumulative amount of goodwill written off directly to reserves resulting from acquisitions, net of disposals, amounted to $603m (2024: $580m; 2023: $595m) using year-end rates of exchange.

At 31 December 2025, 147,547 shares, at a cost of $25m, have been deducted from Retained earnings (2024: 442,342 shares, at a cost of $68m; 2023: 1,580,137 shares, at a cost of $129m) to satisfy future vesting of employee share plans.

There are no significant statutory or contractual restrictions on the distribution of current profits of subsidiaries; undistributed profits of prior years are, in the main, permanently employed in the businesses of these companies. The undistributed income of AstraZeneca companies overseas might be liable to overseas taxes and/or UK taxation (after allowing for double taxation relief) if they were to be distributed as dividends (see Note 5).


		2025	2024	2023
		$m	$m	m
Cumulative translation differences included within Retained earnings
At 1 January	****	(4,069)	(3,014)	(3,694)
Foreign exchange arising on consolidation	****	2,387	(957)	608
Exchange adjustments on goodwill (recorded against Other reserves)	****	23	(15)	4
Foreign exchange arising on designated liabilities in net investment hedges^1^	****	18	(122)	24
Fair value movements on derivatives designated in net investment hedges	****	14	39	44
Net exchange movement in Retained earnings	****	2,442	(1,055)	680
At 31 December	****	(1,627)	(4,069)	(3,014)

All values are in US Dollars.

1	Foreign exchange arising on designated liabilities in net investment hedges includes $(137)m in respect of designated bonds and $155m in respect of designated contingent consideration and other liabilities. The change in value of designated contingent consideration liabilities relates to $152m in respect of BMS’ share of Global Diabetes Alliance.

The cumulative loss with respect to costs of hedging is $42m (2024: $43m; 2023: $22m) and the gain during the year was $1m (2024: loss of $21m; 2023: loss of $19m).

The balance remaining in the foreign currency translation reserve from net investment hedging relationships for which hedge accounting no longer applied is a gain of $527m. For further detail relating to hedging balances, please see the Hedge accounting section within Note 28, from page 176.

Other reserves

The Other reserves arose from the cancellation of £1,255m of share premium account by the Company in 1993 and the redenomination of share capital of $157m in 1999. The reserves are available for writing off goodwill arising on consolidation and, subject to guarantees given to preserve creditors at the date of the court order, are available for distribution.

In the prior year, following an amendment to the Employee Benefit Trust (EBT) Deed on 10 June 2024, AstraZeneca obtained control and commenced consolidation of the EBT. The value of shares held by the consolidated EBTs is reflected as an adjustment against Other reserves.

24 Share capital


		Allotted, called-up and fully paid
	2025	2024	2023
	$m	$m	m
Issued Ordinary Shares (0.25 each)	388	388	388
Redeemable Preference Shares (1 each – 50,000)	–	–	–
At 31 December	388	388	388

All values are in US Dollars.

The Redeemable Preference Shares carry limited class-voting rights and no dividend rights. This class of shares is capable of redemption at par at the option of the Company on the giving of seven days’ written notice to the registered holder of the shares.

The Company does not have a limited amount of authorised share capital.

The movements in the number of Ordinary Shares during the year can be summarised as follows:


				No. of shares
		2025	2024	2023
At 1 January	****	1,550,546,239	1,550,162,626	1,549,800,030
Issue of shares (share schemes)	****	361,688	383,613	362,596
At 31 December	****	1,550,907,927	1,550,546,239	1,550,162,626

Share issues

Issue of shares (share schemes) represents share capital issued as part of the Group’s equity incentivisation schemes (see Note 29).

Share repurchases

No Ordinary Shares were repurchased by the Company in 2025 (2024: nil; 2023: nil).

Shares held by subsidiaries

At 31 December 2025, AstraZeneca-controlled Employee Benefit Trust arrangements held 147,547 (2024: 442,342) Ordinary Shares in the Company at a cost of $25m (2024: $68m). The market value of these Ordinary Shares at 31 December 2025 was $27m (2024: $58m). No comparable arrangements were in place at 31 December 2023.

25 Dividends to shareholders


	2025	2024	2023	2025	2024	2023
	Per share	Per share	Per share	$m	$m	m
Second interim (March 2025)	$2.10	$1.97	1.97	3,249	3,052	3,047
First interim (September 2025)	$1.03	$1.00	0.93	1,597	1,550	1,440
Total	$3.13	$2.97	2.90	4,846	4,602	4,487

All values are in US Dollars.

F-41

The Company has exercised its authority in accordance with the provisions set out in the Company’s Articles of Association, that the balance of unclaimed dividends outstanding past 12 years be forfeited. Unclaimed dividends of $nil (2024: $nil; 2023: $nil) have been adjusted for in Retained earnings in 2025.

The 2024 second interim dividend of $2.10 per share was paid on 24 March 2025. The 2025 first interim dividend of $1.03 per share was paid on 8 September 2025.

Reconciliation of dividends charged to equity to the Consolidated Statement of Cash Flows:


	2025	2024	2023
	$m	$m	$m
Dividends charged to equity	4,846	4,602	4,487
Exchange losses on payment of dividend	6	3	5
Hedge contracts relating to payment of dividends (Consolidated Statement of Cash Flows)	113	16	(19)
Dividends paid to non-controlling interests	6	4	4
Net movement of unclaimed dividends in the year	–	4	4
Dividends paid (Consolidated Statement of Cash Flows)	4,971	4,629	4,481

26 Non-controlling interests

The Group Financial Statements at 31 December 2025 reflect equity of $52m (2024: $85m; 2023: $23m) and Total comprehensive income of $16m (2024: $5m; 2023: $6m) attributable to the non-controlling interests in AstraZeneca Pharma India Limited, P.T. AstraZeneca Indonesia, AstraZeneca Algeria Pharmaceutical Industries SPA, and VaxNewMo LLC.

On 22 October 2025 AstraZeneca completed the acquisition of the remaining $35m non-controlling interest in SixPeaks Bio AG in exchange for $248m. The payment was recognised in equity.

27 Acquisitions of business operations

Acquisitions of business operations in 2025

FibroGen China

On 29 August 2025, AstraZeneca completed the acquisition of FibroGen International (Hong Kong) Limited (FibroGen China) and its subsidiaries, including the existing non-controlling interest in Beijing Falikang Pharmaceutical Co., Ltd. Through this acquisition AstraZeneca obtained control of all rights to roxadustat in China, including manufacturing in China.

The total consideration fair value of $221m comprised $189m to acquire the equity of FibroGen China, $12m for the purchase of an existing non-controlling interest in Beijing Falikang Pharmaceutical Co., Ltd, and $20m for the settlement of pre-existing net payables from AstraZeneca Group to FibroGen China. The transaction was recorded as a business combination under IFRS 3 ‘Business Combinations’ using the acquisition method of accounting. The purchase price allocation review has been completed. Net assets acquired amounted to $203m, including cash and cash equivalents of $120m and intangible assets of $50m. FibroGen China’s results were consolidated into the Group’s results from 29 August 2025.

Acquisitions of business operations in 2024

Gracell

On 22 February 2024, AstraZeneca completed the acquisition of Gracell Biotechnologies Inc. (Gracell), a global clinical-stage biopharmaceutical company developing innovative cell therapies for the treatment of cancer and autoimmune-diseases. Gracell will operate as a wholly-owned subsidiary of AstraZeneca, with operations in China and the US.

The acquisition enriches AstraZeneca’s growing pipeline of cell therapies with AZD0120 (formerly GC012F), a novel, clinical-stage T-cell (CAR-T: therapeutic chimeric antigen receptor) therapy. AZD0120 is a potential new treatment for multiple myeloma, as well as other haematologic malignancies and autoimmune-diseases, including Systemic Lupus Erythematosus (SLE).

The transaction was recorded as a business combination using the acquisition method of accounting in accordance with IFRS 3. Consequently, the assets acquired, and liabilities assumed are recorded at fair value. The purchase price allocation review has been completed.


		Fair value
		m
Intangible assets		1,038
Cash and cash equivalents^1^		212
Net deferred tax liability		(260)
Other immaterial net balances		(89)
Total net assets acquired	****	901
Goodwill		136
Consideration	****	1,037

All values are in US Dollars.

1	Cash and cash equivalents acquired includes $3m relating to marketable securities.

The total consideration fair value of $1,037m comprises cash consideration of $983m and future regulatory milestone-based consideration of $54m. Intangible assets recognised related to products in development, principally AZD0120, and were fair valued using the multi-period excess earnings method, which uses several estimates regarding the amount and timing of future cash flows. The key assumptions in the cash flows were the probability of technical and regulatory success, peak year sales and revenue erosion profiles.

The net deferred tax liability of $260m principally arose from the deferred tax impact of the uplift in fair value of intangible assets.

Goodwill of $136m was recognised, which principally comprised the premium attributable to the core technological capabilities and knowledge base of the company. Goodwill was not expected to be deductible for tax purposes.

Gracell’s results were consolidated into the Group’s results from 22 February 2024.

Fusion

On 4 June 2024, AstraZeneca completed the acquisition of Fusion Pharmaceuticals Inc., (Fusion) a clinical-stage biopharmaceutical company developing next-generation radioconjugates. The acquisition marked a major step forward in AstraZeneca delivering on its ambition to transform cancer treatment and outcomes for patients by replacing traditional regimens like chemotherapy and radiotherapy with more targeted treatments. As a result of the acquisition, Fusion became a wholly owned subsidiary of AstraZeneca, with operations in Canada and the US.

Immediately prior to the acquisition, AstraZeneca held approximately 1% shareholding in Fusion considered to have a fair value of $24m. F-42

This acquisition complemented AstraZeneca’s leading oncology portfolio with the addition of the Fusion pipeline of radioconjugates, including their most advanced programme, FPI-2265, a potential new treatment for patients with metastatic castration-resistant prostate cancer (mCRPC), and brings new expertise and pioneering R&D, manufacturing and supply chain capabilities in actinium-based radioconjugates to AstraZeneca.

The transaction was recorded as a business combination using the acquisition method of accounting in accordance with IFRS 3. Consequently, the assets acquired, and liabilities assumed were recorded at fair value. The purchase price allocation review was completed.


		Fair value
		m
Intangible assets		1,326
Cash and cash equivalents		30
Current investments		87
Net deferred tax liability		(246)
Other immaterial net balances		51
Total net assets acquired	****	1,248
Goodwill		947
Consideration	****	2,195

All values are in US Dollars.

The total consideration fair value of $2,195m included cash consideration of $2,027m (net of $24m proceeds from disposal of the existing approximately 1% shareholding) and future regulatory milestone-based consideration of $144m. Intangible assets relating to products in development comprised the FPI-2265 ($848m), FPI-2059 ($165m) and AZD2068 ($313m) programmes. These were fair valued using the multi-period excess earnings method, which uses several estimates regarding the amount and timing of future cash flows. The key assumptions in the cash flows were the probability of technical and regulatory success, peak year sales and revenue erosion profiles.

The net deferred tax liability of $246m principally arose from the deferred tax impact of the uplift in fair value of intangible assets.

Goodwill amounting to $947m was recognised on acquisition and was underpinned by a number of elements, which individually could not be quantified. These included the premium attributable to a pre-existing, well positioned business in the innovation intensive biopharmaceuticals market with a highly skilled workforce, unidentified potential products that future research and development may yield, and the core capabilities and knowledge base of the company including radioisotope supply and manufacturing expertise. Goodwill was not expected to be deductible for tax purposes.

Fusion’s results were consolidated into the Group’s results from 4 June 2024.

In December 2024, the intangible asset relating to product in development FPI-2059 was fully impaired by $165m due to decisions made to terminate the related activities and prioritise resources on the development of FPI-2265 and AZD2068 (see Note 11).

28 Financial risk management objectives and policies

The Group’s principal financial instruments, other than derivatives, comprise bank overdrafts, loans and other borrowings, lease liabilities, current and non-current investments, cash and short-term deposits. The main purpose of these financial instruments is to manage the Group’s funding and liquidity requirements. The Group has other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations.

The principal financial risks to which the Group is exposed are those of liquidity, interest rate, foreign currency and credit. Each of these is managed in accordance with Board-approved policies. These policies, together with the Group's approach to capital management, are set out below.

Capital management

The capital structure of the Group consists of Shareholders’ equity (Note 24), Debt (Note 19), Other current investments (Note 13) and Cash (Note 18). For the foreseeable future, the Board will maintain a capital structure that supports the Group’s strategic objectives through:

>	managing funding and liquidity risk
>	optimising shareholder return
---	---
>	maintaining a strong, investment-grade credit rating.
---	---

The Group utilises factoring arrangements and bank acceptance draft discounting for selected trade receivables. These arrangements qualify for full derecognition of the associated trade receivables under IFRS 9 ‘Financial Instruments’. Amounts due on invoices that have not been factored at year end, from customers that are subject to these arrangements, are disclosed in Note 17.

Funding and liquidity risk are reviewed regularly by the Board and managed in accordance with the policies described below.

The Board regularly reviews its shareholders’ distribution policy, which comprises a regular cash dividend and potentially a share repurchase component. No share repurchases have been made since 2012.

The Group’s net debt position (loans and borrowings net of Cash and cash equivalents, Other investments and Derivative financial instruments) has decreased by $1,196m from a net debt position of $24,570m at the beginning of the year to a net debt position of $23,374m at 31 December 2025. Gross debt decreased from $30,295m to $29,622m, principally due to the repayment of $2,029m debt, partially offset by an increase of $692m resulting from foreign currency movements.

Liquidity risk

The Board reviews the Group’s ongoing liquidity risks annually as part of the planning process and on an ad hoc basis. The Board considers short-term requirements against available sources of funding, taking into account forecast cash flows. The Group manages liquidity risk by maintaining access to a number of sources of funding which are sufficient to meet anticipated funding requirements. Specifically, the Group uses US and European commercial paper, bank loans, committed bank facilities and cash resources to manage short-term liquidity and manages long-term liquidity by raising funds through the capital markets. At 31 December 2025, the Group was assigned short-term credit ratings of P-1 by Moody’s and A-1 by Standard and Poor’s. The Group’s long-term credit rating was A1 by Moody’s and A+ by Standard and Poor’s.

In addition to Cash and cash equivalents of $5,711m, short-term fixed income investments of $8m, less overdrafts of $13m at 31 December 2025, the Group has committed bank facilities of $4,875m available to manage liquidity. These committed bank facilities have no financial covenants. The Group regularly monitors the credit standing of the banks providing the facilities and currently does not anticipate any issue with drawing on the committed facilities should this be necessary. Advances under these facilities currently bear an interest rate per annum based on Secured Overnight Financing Rate (SOFR), plus a margin. F-43

At 31 December 2025, the Group has $5,733m outstanding from debt issued under a Euro Medium Term Note programme and $21,369m under an SEC-registered programme. The funds made available under these facility agreements may be used for the general corporate purposes of the Group.

The maturity profile of the anticipated future contractual cash flows including interest in relation to the Group’s financial liabilities, on an undiscounted basis, which therefore differs from both the carrying value and fair value, is as follows:


	Bank				Total	Derivative	Derivative	Total
	overdrafts			Trade	non-derivative	financial	financial	derivative
	and other	Bonds and	Lease	and other	financial	instruments	instruments	financial
	loans	bank loans	liabilities	payables	instruments	receivable	payable	instruments	Total
	$m	$m	$m	$m	$m	$m	$m	$m	m
Within one year	345	3,045	396	22,501	26,287	(16,227)	16,282	55	26,342
In one to two years	–	3,437	345	1,086	4,868	(207)	250	43	4,911
In two to three years	–	3,670	266	105	4,041	(917)	956	39	4,080
In three to four years	–	3,978	170	750	4,898	(941)	1,044	103	5,001
In four to five years	–	3,780	117	–	3,897	(627)	489	(138)	3,759
In more than five years	–	19,929	406	–	20,335	(2,437)	2,583	146	20,481
	345	37,839	1,700	24,442	64,326	(21,356)	21,604	248	64,574
Effect of interest	(15)	(9,173)	–	–	(9,188)	808	(1,068)	(260)	(9,448)
Effect of discounting, fair values and issue costs	–	(153)	(248)	(207)	(608)	36	(95)	(59)	(667)
31 December 2024	330	28,513	1,452	24,235	54,530	(20,512)	20,441	(71)	54,459

All values are in US Dollars.


		Bank								Total		Derivative		Derivative		Total
		overdrafts						Trade		non-derivative		financial		financial		derivative
		and other		Bonds and		Lease		and other		financial		instruments		instruments		financial
		loans		bank loans		liabilities		payables		instruments		receivable		payable		instruments		Total
		$m		$m		$m		$m		$m		$m		$m		$m		m
Within one year	****	669		3,495		450		25,282		29,896		(17,182)		17,205		23		29,919
In one to two years	****	–		3,784		388		473		4,645		(1,031)		944		(87)		4,558
In two to three years	****	–		4,097		292		1,425		5,814		(1,052)		1,035		(17)		5,797
In three to four years	****	–		3,898		199		508		4,605		(637)		481		(156)		4,449
In four to five years	****	–		3,368		156		166		3,690		(849)		1,516		667		4,357
In more than five years	****	–		16,906		599		–		17,505		(1,913)		2,596		683		18,188
	****	669		35,548		2,084		27,854		66,155		(22,664)		23,777		1,113		67,268
Effect of interest	****	(25)		(8,223)		–		–		(8,248)		752		(2,370)		(1,618)		(9,866)
Effect of discounting, fair values and issue costs	****	–		(150)		(281)		(195)		(626)		10		(12)		(2)		(628)
31 December 2025	****	644		27,175		1,803		27,659		57,281		(21,902)		21,395		(507)		56,774

All values are in US Dollars.

It is not expected that the cash flows in the maturity profile could occur significantly earlier or at significantly different amounts, with the exception of $550m of Contingent consideration held within Trade and other payables (see Note 20).

Market risk

Interest rate risk

The Group maintains a Board-approved mix of fixed and floating rate debt and uses underlying debt, interest rate swaps and forward rate agreements to manage this mix.

The majority of surplus cash is currently invested in US dollar liquidity funds.

The interest rate profile of the Group’s interest-bearing financial instruments is set out below. In the case of current and non-current financial liabilities, the profile includes the impact of interest rate swaps which convert the debt to floating rate.


						2025			2024
		Fixed rate		Floating rate		Total	Fixed rate	Floating rate	Total
		$m		$m		$m	$m	$m	m
Financial liabilities
Current	****	2,842		644		3,486	2,346	330	2,676
Non-current	****	24,502		1,634		26,136	26,151	1,468	27,619
Total	****	27,344		2,278		29,622	28,497	1,798	30,295
Financial assets
Cash collateral pledged to counterparties		–		22		22	–	129	129
Cash and cash equivalents	****	–		5,711		5,711	–	5,488	5,488
Total	****	–		5,733		5,733	–	5,617	5,617

All values are in US Dollars.

In addition to the financial assets above, there are $13,988m (2024: $11,115m) of other current and non-current asset investments and other financial assets.

The Group is also exposed to market risk on other investments.


		2025	2024
		$m	m
Equity securities at fair value through Other comprehensive income (Note 13)		2,212	1,632
Equity securities at fair value through profit and loss (Note 13)		11	–
Total	****	2,223	1,632

All values are in US Dollars.

Foreign currency risk

The US dollar is the Group’s most significant currency. As a consequence, the Group results are presented in US dollars and exposures are managed against US dollars accordingly. F-44

Translational

Approximately 59% of Group Total Revenue in 2025 was denominated in currencies other than the US dollar, while a significant proportion of manufacturing and research and development costs were denominated in pound sterling and Swedish krona. Surplus cash generated by business units is substantially converted to, and held centrally in, US dollars. As a result, operating profit and total cash flow in US dollars will be affected by movements in exchange rates. This currency exposure is managed centrally, based on forecast cash flows. The impact of movements in exchange rates is mitigated significantly by the correlations which exist between the major currencies to which the Group is exposed and the US dollar. Monitoring of currency exposures and correlations is undertaken on a regular basis and hedging is subject to pre-execution approval.

As at 31 December 2025, before the impact of derivatives or other forms of hedging, the Group held $564m of interest-bearing loans and borrowings denominated in pound sterling and $5,620m denominated in euros.

Hedging arrangements for these loans are summarised in the table below:


						2025			2024
		Euro		Pound sterling			Euro	Pound sterling
		denominated		denominated		Total	denominated	denominated	Total
		$m		$m		$m	$m	$m	m
Interest-bearing loans
In a net investment hedge^1^	****	936		469		1,405	829	438	1,267
In a cash flow hedge^2^		2,694		–		2,694	2,387	–	2,387
In a fair value hedge^2^		1,634		–		1,634	1,468	–	1,468
Not in a designated IFRS 9 hedge		356		95		451	192	110	302
Total	****	5,620		564		6,184	4,876	548	5,424

All values are in US Dollars.

1	Hedges of underlying net euro and pound sterling investments of the same amount as the loan.
2	Loans in cash flow and fair value hedges are hedged by cross-currency swaps of the same notional value as the loan.
---	---

For further details of all designated hedging relationships, please refer to the Hedge accounting section within this Note 28, from page 176. The accounting treatment for any hedge ineffectiveness is disclosed in the Bank and other borrowings accounting policy from page 134 and the Foreign currencies accounting policy on page 135 within Group Accounting Policies.

As at 31 December 2025, the Group operates in three countries designated as hyperinflationary, being Argentina, Venezuela and Turkey. The foreign exchange risk of these markets has been assessed and deemed to be immaterial.

Transactional

The Group aims to hedge all its forecasted major transactional currency exposures on working capital balances, which typically extend for up to three months. Where practicable, these are hedged using forward foreign exchange contracts. In addition, external dividend payments in pound sterling to UK shareholders and in Swedish krona to Swedish shareholders are fully hedged from announcement date to payment date. Foreign exchange gains and losses on forward contracts transacted for transactional hedging are taken to profit and loss or to Other comprehensive income if the contract is in a designated cash flow hedge.

Sensitivity analysis

The sensitivity analysis set out below summarises the sensitivity of the market value of our financial instruments to hypothetical changes in market rates and prices. The range of variables chosen for the sensitivity analysis reflects our view of changes which are reasonably possible over a one-year period. Market values are the present value of future cash flows based on market rates and prices at the valuation date. For long-term debt, an increase in interest rates results in a decline in the fair value of debt.

The sensitivity analysis assumes an instantaneous 100 basis point change in interest rates in all currencies from their levels at 31 December 2025, with all other variables held constant. Based on the composition of our debt portfolio and cash reserves as at 31 December 2025, a 1% increase in interest rates would result in an additional $23m in interest expense on the debt and an additional $57m interest income on the cash reserves.

The exchange rate sensitivity analysis assumes an instantaneous 10% change in foreign currency exchange rates from their levels at 31 December 2025, with all other variables held constant. The +10% case assumes a 10% strengthening of the US dollar against all other currencies and the -10% case assumes a 10% weakening of the US dollar.

Each incremental 10% movement in foreign currency exchange rates would have approximately the same effect as the initial 10% detailed in the table below and each incremental 1% change in interest rates would have approximately the same effect as the 1% detailed in the table below.


		Interest rates		Exchange rates
31 December 2024	+1%	−1%	+10%	−10%
Increase/(decrease) in fair value of financial instruments (m)	1,407	(1,561)	11	(20)
Impact on profit: (loss)/gain (m)	–	–	(117)	133
Impact on equity: gain/(loss) (m)	–	–	128	(152)

All values are in US Dollars.


			Interest rates				Exchange rates
31 December 2025	+1%		−1%		+10%		−10%
Increase/(decrease) in fair value of financial instruments (m)	1,266		(1,406)		88		(111)
Impact on profit: (loss)/gain (m)	–		–		(13)		16
Impact on equity: gain/(loss) (m)	–		–		101		(126)

All values are in US Dollars.

Credit risk

The Group is exposed to credit risk on financial assets, such as cash investments, derivative instruments, and Trade and other receivables. The Group was also exposed in its Net asset position to its own credit risk in respect of the 2023 debentures which were accounted for at FVPL. Under IFRS 9, the effect of the losses and gains arising from own credit risk on the fair value of bonds designated at FVPL are recorded in Other comprehensive income.

Financial counterparty credit risk

The majority of the Group’s cash is centralised within the Group treasury entity and is subject to counterparty risk on the principal invested. The level of the Group’s cash investments and hence credit risk will depend on the cash flow generated by the Group and the timing of the use of that cash. The credit risk is mitigated through a policy of prioritising security and liquidity over return and, as such, cash is only invested in high credit-quality investments. Counterparty limits are set according to the assessed risk of each counterparty and exposures are monitored against these limits on a regular basis.

F-45

The Group’s principal financial counterparty credit risks at 31 December were as follows:

Current assets


		2025	2024
		$m	m
Cash at bank and in hand		1,332	1,215
Money market liquidity funds	****	4,224	4,177
Other short-term cash equivalents		155	96
Total Cash and cash equivalents (Note 18)	****	5,711	5,488
Fixed income securities at fair value through profit or loss (Note 13)		8	37
Cash collateral pledged to counterparties (Note 13)		22	129
Total derivative financial instruments (Note 14)	****	90	54
Current assets subject to credit risk	****	5,831	5,708

All values are in US Dollars.

Non-current assets


		2025	2024
		$m	m
Derivative financial instruments (Note 14)	****	498	182
Non-current assets subject to credit risk	****	498	182

All values are in US Dollars.

The majority of the Group’s cash is invested in US dollar AAA-rated money market liquidity funds. The money market liquidity fund portfolios are managed by six external third-party fund managers to maintain an AAA rating. The Group’s investments represent no more than 15% of each overall fund value. There were no other significant concentrations of financial credit risk at the reporting date.

All financial derivatives are transacted with commercial banks, in line with standard market practice. The Group has agreements with some bank counterparties whereby the parties agree to post cash collateral, for the benefit of the other, equivalent to the market valuation of the derivative positions above a predetermined threshold. The carrying value of such cash collateral held by the Group at 31 December 2025 was $473m (2024: $181m) and the carrying value of such cash collateral posted by the Group at 31 December 2025 was $22m (2024: $129m). Cash collateral held by the Group is unencumbered.

The impairment provision for other financial assets at 31 December 2025 was immaterial (2024: immaterial).

Offsetting of financial assets and liabilities

Financial assets and liabilities are offset and the net amount reported in the Consolidated Statement of Financial Position where there is both a legally enforceable right and an intention to settle the balances on a net basis. There are also arrangements that would not normally meet the requirement for offsetting but may be offset in certain circumstances such as the termination of a contract or bankruptcy.

The tables below show the impact on the Consolidated Statement of Financial Position if all offset rights were exercised by the Group or its financial counterparties.


			Related amounts not offset
		Gross financial	Subject to master	Financial	Net
		assets/(liabilities)	netting agreement	instrument collateral	amount
31 December 2024		$m	$m	$m	$m
Financial assets	****
Derivatives		236	(45)	(169)	22
Other investments^1^		129	–	(112)	17
Total assets		365	(45)	(281)	39

Financial liabilities
Derivatives		(165)	45	112	(8)
Other payables^1^		(181)	–	169	(12)
Total liabilities		(346)	45	281	(20)


				Related amounts not offset
		Gross financial		Subject to master		Financial		Net
		assets/(liabilities)		netting agreement		instrument collateral		amount
31 December 2025		$m		$m		$m		$m
Financial assets	****
Derivatives		588		(63)		(448)		77
Other investments^1^		22		–		(17)		5
Total assets		610		(63)		(465)		82

Financial liabilities
Derivatives		(81)		63		17		(1)
Other payables^1^		(473)		–		448		(25)
Total liabilities		(554)		63		465		(26)

1	Balances are collateral pledged/received.

Trade receivables

Trade receivable exposures are managed locally in the operating units where they arise and credit limits are set as deemed appropriate for the customer. The Group is exposed to customers ranging from government-backed agencies and large private wholesalers to privately-owned pharmacies, and the underlying local economic and sovereign risks vary throughout the world. Where appropriate, the Group endeavours to minimise risks by the use of trade finance instruments such as letters of credit and insurance. The Group applies the expected credit loss approach to establish an allowance for impairment that represents its estimate of expected losses in respect of Trade receivables.

F-46

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance to Trade receivables. To measure expected credit losses, Trade receivables have been grouped based on shared credit characteristics and the days past due.

The expected loss rates are based on payment profiles over a period of 36 months before 31 December 2025 or 31 December 2024 respectively and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customer to settle the receivables.

On that basis, the loss allowance was determined as follows:


			0-90 days		90-180 days		Over 180 days
31 December 2024	Current		past due		past due		past due		Total
Expected loss rate	0.01	%	0.6	%	3.5	%	7.0	%
Gross carrying amount (m)	7,679		171		86		399		8,335
Loss allowance (m)	1		1		3		28		33

All values are in US Dollars.


			0-90 days		90-180 days		Over 180 days
31 December 2025	Current		past due		past due		past due		Total
Expected loss rate	0.03	%	1.8	%	3.9	%	10.8	%
Gross carrying amount (m)	9,529		272		128		360		10,289
Loss allowance (m)	3		5		5		39		52

All values are in US Dollars.

Trade receivables are written off where there is no reasonable expectation of recovery.

Impairment losses on Trade receivables are presented as net impairment losses within Operating profit, any subsequent recoveries are credited against the same line.

In the US, sales to three wholesalers accounted for approximately 78% (2024: 74%; 2023: 80%) of US sales.

The movements of the Group expected credit losses provision are as follows:


	2025	2024	2023
	$m	$m	m
At 1 January	33	45	59
Net movement recognised in the Consolidated Statement of Comprehensive Income	20	(3)	(14)
Amounts utilised, exchange and other movements	(1)	(9)	–
At 31 December	52	33	45

All values are in US Dollars.

Given the profile of our customers, including large wholesalers and government-backed agencies, no further credit risk has been identified with the Trade receivables not past due other than those balances for which an allowance has been made.

Hedge accounting

The Group uses foreign currency borrowings, foreign currency forwards and swaps, currency options, interest rate swaps and cross-currency interest rate swaps for the purpose of hedging its foreign currency and interest rate risks. The Group may designate certain financial instruments as fair value hedges, cash flow hedges or net investment hedges in accordance with IFRS 9. Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. Sources of hedge effectiveness will depend on the hedge relationship designation but may include:

>	a significant change in the credit risk of either party to the hedging relationship
>	a timing mismatch between the hedging instrument and the hedged item
---	---
>	movements in foreign currency basis spread for derivatives in a fair value hedge
---	---
>	a significant change in the value of the foreign currency-denominated net assets of the Group in a net investment hedge.
---	---

The hedge ratio for each designation will be established by comparing the quantity of the hedging instrument and the quantity of the hedged item to determine their relative weighting. For all of the Group’s existing hedge relationships, the hedge ratio has been determined as 1:1. Designated hedges are expected to be effective and therefore the impact of ineffectiveness on profit and loss is not expected to be material. The accounting treatment for fair value hedges and debt designated as FVPL is disclosed in the Bank and other borrowings accounting policy in the Group Accounting Policies section from page 134.

The following table represents the Group’s continuing designated hedge relationships under IFRS 9.

2023


			Other comprehensive income
					Fair value
			Opening	Fair value	(gain)/loss	Closing
			balance	(gain)/loss	recycled to	balance
	Nominal	Carrying	1 January	deferred	the Income	31 December	Average	Average
	amounts in	value	2023	to OCI	statement	2023	maturity	USD FX	Average pay
	local currency	$m	$m	$m	$m	$m	year	rate	interest rate
Cash flow hedges – foreign currency and interest rate risk^1, 3^
Cross-currency interest rate swaps – Euro bonds	EUR 3,200m	49	34	(210)	139	(37)	2027	1.10	USD 3.80%
FX Forwards − short-term FX risk	USD 2,009m	15	12	(33)	6	(15)	2024	–	–
Net investment hedge – foreign exchange risk^2, 3^
Transactions matured pre-2023		–	(527)	–	–	(527)	–	–	–
Cross-currency interest rate swap – JPY investment	JPY 58.3bn	100	(55)	(45)	–	(100)	2029	108.03	JPY 1.53%
Cross-currency interest rate swap – CNY investment	CNY 458m	(1)	4	(3)	–	1	2026	6.68	CNY 4.80%
Foreign currency borrowing – GBP investment	GBP 350m	444	(288)	24	–	(264)	2031	n/a	GBP 5.75%
Foreign currency borrowing – EUR investment^5^	EUR 800m	881	(102)	33	–	(69)	2029	n/a	EUR 0.38%
Contingent consideration liabilities and Acerta Pharma share purchase liability – AZUK and AZAB USD investments	USD 1,937m	(1,937)	2,216	(81)	–	2,135	–	–	–

F-47

2024


			Other comprehensive income
					Fair value
			Opening	Fair value	(gain)/loss	Closing
			balance	(gain)/loss	recycled to	balance
	Nominal	Carrying	1 January	deferred	the Income	31 December	Average	Average
	amounts in	value	2024	to OCI	statement	2024	maturity	USD FX	Average pay
	local currency	$m	$m	$m	$m	$m	year	rate	interest rate
Cash flow hedges – foreign currency and interest rate risk^1, 3^
Cross-currency interest rate swaps – Euro bonds	EUR 2,300m	(36)	(37)	151	(180)	(66)	2029	1.08	USD 4.24%
FX Forwards − short-term FX risk	USD 2,252m	4	(15)	8	3	(4)	2025	–	–
Net investment hedge – foreign exchange risk^2, 3^
Transactions matured pre-2024		–	(527)	–	–	(527)	–	–	–
Cross-currency interest rate swap – JPY investment	JPY 58.3bn	146	(100)	(45)	–	(145)	2029	108.03	JPY 1.53%
Cross-currency interest rate swap – CNY investment	CNY 458m	2	1	(4)	–	(3)	2026	6.68	CNY 4.80%
Foreign currency borrowing – GBP investment	GBP 350m	438	(264)	(7)	–	(271)	2031	n/a	GBP 5.75%
Foreign currency borrowing – EUR investment^5^	EUR 800m	829	(69)	(52)	–	(121)	2029	n/a	EUR 0.38%
Contingent consideration liabilities and Acerta Pharma share purchase liability – AZUK and AZAB USD investments	USD 1,367m	(1,367)	2,135	181	–	2,316	–	–	–

2025


			Other comprehensive income
							Fair value
			Opening		Fair value		(gain)/loss		Closing
			balance		(gain)/loss		recycled to		balance
	Nominal	Carrying	1 January		deferred		the Income		31 December		Average		Average
	amounts in	value	2025		to OCI		statement		2025		maturity		USD FX		Average pay
	local currency	$m	$m		$m		$m		$m		year		rate		interest rate
Cash flow hedges – foreign currency and interest rate risk^1, 3, 4^
Cross-currency interest rate swaps – Euro bonds	EUR 2,300 m	203	(66)		(242)		305		(3)		2029		1.08		USD 4.24%
FX Forwards − short-term FX risk	USD 1,769 m	6	(4)		(11)		9		(6)		2026		–		–
Net investment hedge – foreign exchange risk^2, 3^
Transactions matured pre-2025		–	(527)		–		–		(527)		–		–		–
Cross-currency interest rate swap – JPY investment	JPY 58.3 bn	171	(145)		(26)		–		(171)		2029		108.03		JPY 1.53%
Cross-currency interest rate swap – CNY investment	CNY 458 m	2	(3)		1		–		(2)		2026		6.68		CNY 4.80%
Foreign currency borrowing – GBP investment	GBP 350 m	469	(271)		31		–		(240)		2031		n/a		GBP 5.75%
Foreign currency borrowing – EUR investment^5^	EUR 800 m	936	(121)		106		–		(15)		2029		n/a		EUR 0.38%
Contingent consideration liabilities – AZUK and AZAB USD investments	USD 323 m	(323)	2,316		(155)		–		2,161		–		–		–

1	Hedge ineffectiveness recognised on swaps designated in a cash flow hedge during the period was $nil (2024: $nil; 2023: $nil).
2	Hedge ineffectiveness recognised on swaps designated in a net investment hedge during the period was $nil (2024: $nil; 2023: $nil).
---	---
3	Fair value movements on cross-currency interest rate swaps in cash flow hedge and net investment hedge relationships are shown inclusive of the impact of costs of hedging.
---	---
4	Nominal amount of FX forwards in a cash flow hedge of $1,769m represents the USD equivalent notional of the FX forwards. By currency, the nominal amounts were SEK 8,319m at FX rate 9.2158, JPY 14,730m at 156.57, GBP 243m at 0.7430, CNY 1,926m at 6.9901 and EUR 144m at 0.9605. All FX forwards in a cash flow hedge mature on 27 January 2026.
---	---
5	The EUR 800m 0.375% 2029 Non-callable bond is designated in a net investment hedge of the foreign currency exposure in relation to an equivalent amount of EUR-denominated net assets.
---	---

Key controls applied to transactions in derivative financial instruments are to use only instruments where good market liquidity exists, to revalue all financial instruments regularly using current market rates and to sell options only to offset previously purchased options or as part of a risk management strategy. The Group is not a net seller of options, and does not use derivative financial instruments for speculative purposes.

The table below summarises the change in the fair value of hedging instruments and the hedged item designated in a fair value hedging relationship used to calculate ineffectiveness in the period.


			Change in fair value	Change in fair value	Hedge
		Nominal	of hedging instrument	of hedged item	ineffectiveness
		amounts in	used to calculate	used to calculate	recognised in
As at 31 December 2024		currency	ineffectiveness	ineffectiveness	profit and loss
Interest rate and foreign currency risk on finance debt	****	EUR 1,400m	(56)	54	(2)


				Change in fair value		Change in fair value		Hedge
		Nominal		of hedging instrument		of hedged item		ineffectiveness
		amounts in		used to calculate		used to calculate		recognised in
As at 31 December 2025		currency		ineffectiveness		ineffectiveness		profit and loss
Interest rate and foreign currency risk on finance debt	****	EUR 1,400 m		172		(168)		4

29 Employee costs and share plans for employees

Employee costs

The monthly average number of people, to the nearest hundred, employed by the Group is set out in the table below. In accordance with the Companies Act 2006, this includes part-time employees.


		2025		2024		2023
Employees	****		****		****
UK	****	10,600		11,100		10,700
Rest of Europe	****	26,900		25,500		23,000
The Americas	****	25,200		24,700		22,400
Asia, Africa & Australasia	****	32,400		31,600		30,300
Continuing operations	****	95,100		92,900		86,400

Geographical distribution described in the table above is by location of legal entity employing staff. Certain staff will undertake some or all of their activity in a different location.

The number of people employed by the Group at the end of 2025 was 96,100 (2024: 94,300; 2023: 89,900). F-48

The costs incurred during the year in respect of these employees were:


		2025	2024	2023
		$m	$m	m
Wages and salaries	****	10,974	10,340	9,341
Social security costs	****	1,348	1,224	1,100
Pension costs	****	618	614	537
Other employment costs	****	1,608	1,531	1,357
Total	****	14,548	13,709	12,335

All values are in US Dollars.

Severance costs of $190m are not included above (2024: $283m; 2023: $123m).

The charge for share-based payments in respect of share plans is $719m (2024: $660m; 2023: $579m). During 2025, payments totalling $521m (2024: $81m) made to the EBT for the purchase of shares are recognised within financing cashflows. Prior to an amendment to the EBT on 10 June 2024, after which AstraZeneca obtained control and commenced consolidation of the EBT, $354m of payments to the EBT were recognised during 2024 within operating cash flows. The plans are equity settled.

Bonus and share plans

In the US, there are two employee short-term, cash settled, performance bonus plans in operation. In addition, the AstraZeneca Performance Share Plan and the AstraZeneca Global Restricted Share Plan, which are both equity settled, operate in respect of relevant employees in the US.

The AstraZeneca UK Performance Bonus Plan

Employees of participating AstraZeneca UK companies are invited to participate in this cash settled bonus plan.

The AstraZeneca UK All-Employee Share Plans

AstraZeneca Share Incentive Plan (SIP)

The Company offers UK employees the opportunity to buy Partnership Shares (Ordinary Shares). Employees may invest up to £150 a month to purchase Partnership Shares in the Company at the current market value. One Matching Share is awarded for every four Partnership Shares purchased. Partnership Shares and Matching Shares are held in the HM Revenue & Customs (HMRC)-approved All-Employee Share Plan. New shares are issued for the purposes of the All-Employee Share Plan.

AstraZeneca Sharesave Plan

The Company provides UK employees with the opportunity to participate in the HMRC-approved Sharesave Plan. Employees can choose between a 3-year or 5-year savings contract, allowing them to contribute a minimum of £5 and a maximum of £500 per month. At the end of the savings term, participants have the option to purchase AstraZeneca shares at a predetermined share price.

Sweden

Bonuses are paid 50% into a fund investing in AstraZeneca equities and 50% in cash, with the exception of certain senior management who are paid 100% in cash.

Other bonus and share plans that operate across the Group are described below.

The AstraZeneca Executive Annual Bonus Scheme

This scheme is a performance bonus scheme for Directors and senior employees who do not participate in the AstraZeneca UK Performance Bonus Plan. Annual bonuses are paid in cash and reflect both corporate and individual performance measures. The Remuneration Committee has discretion to reduce or withhold bonuses if business performance falls sufficiently short of expectations in any year such as to make the payment of bonuses inappropriate.

The AstraZeneca Deferred Bonus Plan

A portion of the bonus earned under the AstraZeneca Executive Annual Bonus Scheme is deferred into AstraZeneca shares in the Company for a period of three years. The plan currently operates only in respect of Executive Directors and members of the SET (with awards granted as AstraZeneca ADRs for members of the SET employed within the US). Awards of shares under this plan are typically made in March each year.

The AstraZeneca Performance Share Plan

This plan was approved by shareholders in 2020 for a period of 10 years, and subsequently amended by approval of shareholders in 2021 and 2024. Generally, awards can be granted at any time, but not during a closed period of the Company. Awards granted under the plan vest after three years, or in the case of Executive Directors and members of the SET, after an additional two-year holding period, and is subject to the achievement of performance conditions. For awards granted to all participants in 2025, vesting is subject to a combination of measures focused on science and innovation, revenue growth, financial performance and carbon reduction. The Remuneration Committee has responsibility for agreeing any awards under the plan and for setting the policy for the way in which the plan should be operated, including agreeing performance targets and which employees should be eligible to participate.

The AstraZeneca Global Restricted Stock Plan

The Global Restricted Stock Plan (GRSP) was introduced in 2010. This plan provides for the grant of restricted stock unit (RSU) awards to selected below SET-level employees and is used in conjunction with the AstraZeneca Performance Share Plan to provide a mix of RSUs and performance share units (PSUs). Awards typically vest on the third anniversary of the date of grant and are contingent on continued employment with the Company. The Remuneration Committee has responsibility for agreeing any awards under the plan and for setting the policy for the way in which the plan should be operated.

The AstraZeneca Restricted Share Plan

This plan was introduced in 2008 and provides for the grant of restricted stock unit (RSU) awards to key employees, excluding Executive Directors. Awards are made on an ad hoc basis with variable vesting dates. The plan has been used four times in 2025 to make awards to 1,503 employees. The Remuneration Committee has responsibility for agreeing any awards under the plan and for setting the policy for the way in which the plan should be operated.

The AstraZeneca Extended Incentive Plan

This plan was introduced in 2018 and provides for the grant of awards to key employees, excluding Executive Directors. Awards are made on an ad hoc basis and 50% of the award will normally vest on the fifth anniversary of grant, with the balance vesting on the tenth anniversary of grant. The award can be subject to the achievement of performance conditions. The Remuneration Committee has responsibility for agreeing any awards under the plan and for setting the policy for the way in which the plan should be operated, including agreeing performance targets (if any) and which employees should be invited to participate. F-49

Alexion employee share award plan

At acquisition in 2021 Alexion employee share awards were converted into AstraZeneca restricted stock awards that continued to have, and were subject to, the same terms and conditions as applied in the corresponding Alexion awards immediately prior to completion. The fair value at the grant date was $57.54. In 2023 an additional 267,000 shares were issued with a grant date fair value of $65.62 which vested in 2023. During 2023, 2,060,000 shares vested, 531,000 were forfeited/cancelled and the closing balance of these awards as of 31 December 2023 was 3,022,000. During 2024, 2,047,000 shares vested, 156,000 were forfeited and the closing balance of these awards as of 31 December 2024 was 819,000. During 2025, 792,000 shares vested, 27,000 were forfeited and the closing balance of these awards as of 31 December 2025 was nil. No further awards will be granted under this plan.

Details of share incentive awards outstanding during the year for the main share plans are shown below:


	The AstraZeneca <br>Performance Share Plan		The AstraZeneca <br>Global Restricted Stock Plan			The AstraZeneca <br> Restricted Share Plan		The AstraZeneca <br> Extended Incentive Plan
	Ordinary Shares	ADR Shares	Ordinary Shares	ADR Shares	^1^	Ordinary Shares	ADR Shares	Ordinary Shares	ADR Shares
	ʼ000	ʼ000	ʼ000	ʼ000		ʼ000	ʼ000	ʼ000	ʼ000
Outstanding at 1 January 2023	3,630	5,724	2,469	11,683		233	678	259	195
Granted	976	2,071	1,185	6,343		208	436	71	95
Forfeited	(148)	(437)	(187)	(1,417)		(20)	(59)	(8)	–
Cancelled	–	–	–	(3)		–	–	–	(34)
Exercised	(813)	(1,470)	(570)	(2,738)		(86)	(288)	(107)	(9)
Outstanding at 31 December 2023	3,645	5,888	2,897	13,868		335	767	215	247
Granted	1,064	2,250	1,262	7,014		100	699	–	–
Forfeited	(137)	(400)	(235)	(1,414)		(8)	(57)	(31)	–
Cancelled	(2)	(2)	–	(6)		(1)	–	–	–
Exercised	(999)	(1,586)	(755)	(3,296)		(88)	(352)	(22)	–
Outstanding at 31 December 2024	3,571	6,150	3,169	16,166		338	1,057	162	247
Granted	904	1,974	1,045	6,428		298	386	–	–
Forfeited	(99)	(553)	(250)	(1,616)		(33)	(214)	–	(48)
Exercised	(986)	(1,781)	(1,030)	(4,809)		(114)	(343)	–	–
Outstanding at 31 December 2025	3,390	5,790	2,934	16,169		489	886	162	199

1	Shares issued to Alexion employees under the GRSP are covered under the Alexion employee share award below.


	The AstraZeneca <br>Performance Share Plan			The AstraZeneca <br>Global Restricted Stock Plan		The AstraZeneca <br> Restricted Share Plan		The AstraZeneca <br> Extended Incentive Plan
	WAFV	^1^	WAFV	WAFV	WAFV	WAFV	WAFV	WAFV	WAFV
	pence		$	pence	$	pence	$	pence	$
WAFV of 2023 grants	9929		59.95	10822	65.38	11135	65.37	11,748	74.78
WAFV of 2024 grants	9028		57.99	10085	64.91	11111	75.23	–	–
WAFV of 2025 grants	11054		70.34	11961	75.91	12142	78.96	–	–

1	Weighted average fair value.

The weighted average fair value for awards granted under the AstraZeneca Performance Share Plan is primarily based on the market price at the point of grant adjusted for the market-based performance elements which are valued using a Monte Carlo valuation model. The fair values of all other plans are set using the market price at the point of award. These awards are settled in equity including dividends accumulated from the date of award to vesting.

30 Commitments, contingent liabilities and contingent assets


		2025	2024
Commitments		$m	m
Contracts placed for future capital expenditure on Property, plant and equipment and <br>software development costs not provided for in these Financial Statements	****	1,727	1,575

All values are in US Dollars.

Guarantees and contingencies arising in the ordinary course of business, for which no security has been given, are not expected to result in any material financial loss.

Research and development collaboration payments

The Group has various ongoing collaborations, including in-licensing and similar arrangements with development partners. Such collaborations may require the Group to make payments on achievement of stages of development, launch or revenue milestones, although the Group generally has the right to terminate these agreements at no cost. The Group recognises research and development milestones as an intangible asset once it is committed to payment, which is generally when the Group reaches set trigger points in the development cycle. Revenue-related milestones are recognised as intangible assets on product launch at a value based on the Group’s long-term revenue forecasts for the related product. The table below indicates potential development and revenue-related payments that the Group may be required to make under such collaborations.


						Years 5
		Total	Under 1 year	Years 1 and 2	Years 3 and 4	and greater
		$m	$m	$m	$m	m
Future potential research and development milestone payments	****	10,182	1,226	3,698	3,013	2,245
Future potential revenue milestone payments	****	21,301	45	1,290	4,742	15,224

All values are in US Dollars.

The table includes all potential payments for achievement of milestones under ongoing research and development arrangements. Revenue-related milestone payments represent the maximum possible amount payable on achievement of specified levels of revenue as set out in individual contract agreements, but exclude variable payments that are based on unit sales (e.g. royalty-type payments) which are expensed as the associated sale is recognised. The table excludes any payments already capitalised in the Financial Statements for the year ended 31 December 2025 which have been capitalised with reference to the latest Group sales forecasts for approved indications.

F-50

The future payments we disclose represent contracted payments and, as such, are not discounted and are not risk-adjusted. As detailed in the Risk Overview section from page 47, the development of any pharmaceutical product candidate is a complex and risky process that may fail at any stage in the development process due to a number of factors (including items such as failure to obtain regulatory approval, unfavourable data from key studies, adverse reactions to the product candidate or indications of other safety concerns). The timing of the payments is based on the Group’s current best estimate of achievement of the relevant milestone.

Environmental costs and liabilities

The Group’s expenditure on environmental protection, including both capital and revenue items, relates to costs that are necessary for implementing internal systems and programmes, and meeting legal and regulatory requirements for processes and products. This includes investment to conserve natural resources and otherwise minimise the impact of our activities on the environment. They are an integral part of normal ongoing expenditure for carrying out the Group’s research, manufacturing and commercial operations and are not separated from overall operating and development costs. There are no known changes in legal, regulatory or other requirements resulting in material changes to the levels of expenditure for 2023, 2024 or 2025.

In addition to expenditure for meeting current and foreseen environmental protection requirements, the Group incurs costs in investigating and cleaning up legacy land and groundwater contamination. In particular, AstraZeneca has environmental liabilities at some currently or formerly owned, leased and third-party sites.

In the US, Zeneca Inc., and/or its indemnitees, have been named as potentially responsible parties (PRPs) or defendants at a number of sites where Zeneca Inc. is likely to incur future environmental investigation, remediation, operation and maintenance costs under federal, state, statutory or common law environmental liability allocation schemes (together, US Environmental Consequences). Similarly, Stauffer Management Company LLC (SMC), which was established to own and manage certain assets and liabilities of Stauffer Chemical Company, and/or its indemnitees, have been named as PRPs or defendants at a number of sites where SMC is likely to incur US Environmental Consequences.

AstraZeneca has also given indemnities to third parties for a number of sites outside the US. These environmental liabilities arise from legacy operations that are not currently part of the Group’s business and, at most of these sites, remediation, where required, is either completed or in progress. AstraZeneca has made provisions for the estimated costs of future environmental investigation, remediation, operation and maintenance activity beyond normal ongoing expenditure for maintaining the Group’s R&D and manufacturing capacity and product ranges, where a present obligation exists, it is probable that such costs will be incurred and they can be estimated reliably. With respect to such estimated future costs, there were provisions at 31 December 2025 in the aggregate of $107m (2024: $105m), mainly relating to the US. Where we are jointly liable or otherwise have cost-sharing agreements with third parties, we reflect only our share of the obligation. Where the liability is insured in part or in whole by insurance or other arrangements for reimbursement, an asset is recognised to the extent that this recovery is virtually certain.

It is possible that AstraZeneca could incur future environmental costs beyond the extent of our current provisions. The extent of such possible additional costs is inherently difficult to estimate due to a number of factors, including: (1) the nature and extent of claims that may be asserted in the future; (2) whether AstraZeneca has or will have any legal obligation with respect to asserted or unasserted claims; (3) the type of remedial action, if any, that may be selected at sites where the remedy is presently not known; (4) the potential for recoveries from or allocation of liability to third parties; and (5) the length of time that the environmental investigation, remediation and liability allocation process can take. As per our Provisions accounting policy on page 135, Provisions for these costs are made when there is a present obligation and where it is probable that expenditure on remedial work will be required and a reliable estimate can be made of the cost. Notwithstanding and subject to the foregoing, we estimate the potential additional loss for future environmental investigation, remediation, remedial operation and maintenance activity above and beyond our provisions to be, in aggregate, between $115m and $192m (2024: $113m and $190m) which relates mainly to the US.

Legal proceedings

AstraZeneca is involved in various legal proceedings considered typical to its business, including actual or threatened litigation and actual or potential government investigations relating to employment matters, product liability, commercial disputes, pricing, sales and marketing practices, infringement of IP rights, and the validity of certain patents and competition laws. The more significant matters are discussed below.

Most of the claims involve highly complex issues. Often these issues are subject to substantial uncertainties and, therefore, the probability of a loss, if any, being sustained and/or an estimate of the amount of any loss is difficult to ascertain.

Unless specifically identified below that a provision has been taken, AstraZeneca considers each of the claims to represent a contingent liability and discloses information with respect to the nature and facts of the cases in accordance with IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’.

We do not believe that disclosure of the amounts sought by plaintiffs, if known, would be meaningful with respect to these legal proceedings. This is due to a number of factors, including (i) the stage of the proceedings (in many cases trial dates have not been set) and the overall length and extent of pre-trial discovery; (ii) the entitlement of the parties to an action to appeal a decision; (iii) clarity as to theories of liability, damages and governing law; (iv) uncertainties in timing of litigation; and (v) the possible need for further legal proceedings to establish the appropriate amount of damages, if any.

While there can be no assurance regarding the outcome of any of the legal proceedings referred to in this Note 30, based on management’s current and considered view of each situation, we do not currently expect them to have a material adverse effect on our financial position including within the next financial year. This position could of course change over time, not least because of the factors referred to above.

In cases that have been settled or adjudicated, or where quantifiable fines and penalties have been assessed and which are not subject to appeal (or other similar forms of relief), or where a loss is probable and we are able to make a reasonable estimate of the loss, we generally indicate the loss absorbed or make a provision for our best estimate of the expected loss.

Where it is considered that the Group is more likely than not to prevail, legal costs involved in defending the claim are charged to profit as they are incurred.

Where it is considered that the Group has a valid contract which provides the right to reimbursement (from insurance or otherwise) of legal costs and/or all or part of any loss incurred or for which a provision has been established, and we consider recovery to be virtually certain, the best estimate of the amount expected to be received is recognised as an asset.

Assessments as to whether or not to recognise provisions or assets, and of the amounts concerned, usually involve a series of complex judgements about future events and can rely heavily on estimates and assumptions. AstraZeneca believes that the provisions recorded are adequate based on currently available information and that the insurance recoveries recorded will be received. However, given the inherent uncertainties involved in assessing the outcomes of these cases, and in estimating the amount of the potential losses and the associated insurance recoveries, we could in the future incur judgments or insurance settlements that could have a material adverse effect on our results in any particular period.

IP claims include challenges to the Group’s patents on various products or processes and assertions of non-infringement of patents. A loss in any of these cases could result in loss of patent protection on the related product. F-51

The consequences of any such loss could be a significant decrease in Product Sales, which could have a material adverse effect on our results. The lawsuits filed by AstraZeneca for patent infringement against companies that have filed abbreviated new drug applications (ANDAs) in the US, seeking to market generic forms of products sold by the Group prior to the expiry of the applicable patents covering these products, typically also involve allegations of non-infringement, invalidity and unenforceability of these patents by the ANDA filers. In the event that the Group is unsuccessful in these actions or the statutory 30-month stay expires before a ruling is obtained, the ANDA filers involved will also have the ability, subject to US Food and Drug Administration (FDA) approval, to introduce generic versions of the product concerned.

AstraZeneca has full confidence in, and will vigorously defend and enforce, its IP.

Over the course of the past several years, including in 2025, a significant number of commercial litigation claims in which AstraZeneca is involved have been resolved, particularly in the US, thereby reducing potential contingent liability exposure arising from such litigation. Similarly, in part due to patent litigation and settlement developments, greater certainty has been achieved regarding possible generic entry dates with respect to some of our patented products. At the same time, like other companies in the pharmaceutical sector and other industries, AstraZeneca continues to be subject to government investigations around the world.

Patent litigation

Legal proceedings brought against AstraZeneca

Enhertu patent proceedings	Considered to be a contingent liability
US	●<br><br>In October 2020, Seagen Inc. (Seagen) filed a complaint against Daiichi Sankyo Company, Limited (Daiichi Sankyo) in the US District Court for the Eastern District of Texas (District Court) alleging that Enhertu infringes a Seagen patent. AstraZeneca co-commercialises Enhertu with Daiichi Sankyo in the US. After trial in April 2022, the jury found that the patent was infringed and awarded Seagen $41.82m in past damages. In July 2022, the District Court entered final judgment and declined to enhance damages on the basis of wilfulness. In October 2023, the District Court entered an amended final judgment that requires Daiichi Sankyo to pay Seagen a royalty of 8% on US sales of Enhertu from 1 April 2022 through to 4 November 2024, in addition to the past damages previously awarded by the District Court. AstraZeneca and Daiichi Sankyo have appealed the District Court’s decision.<br><br>●<br><br>In December 2020 and January 2021, AstraZeneca and Daiichi Sankyo filed post-grant review (PGR) petitions with the US Patent and Trademark Office (USPTO) alleging, among other things, that the Seagen patent is invalid for lack of written description and enablement. The USPTO initially declined to institute the PGRs, but, in April 2022, the USPTO granted the rehearing requests and instituted both PGR petitions. Seagen subsequently disclaimed all patent claims at issue in one of the PGR proceedings. In July 2022, the USPTO reversed its institution decision and declined to institute the other PGR petition. AstraZeneca and Daiichi Sankyo requested reconsideration of the decision not to institute review of the patent. In February 2023, the USPTO reinstituted the PGR proceeding. In February 2024, the USPTO issued a decision that the claims were unpatentable. Seagen has appealed this decision; the USPTO has intervened in the appeal.<br><br>●<br><br>In December 2025, the US Court of Appeals for the Federal Circuit issued decisions in both the District Court and PGR appeals finding that Seagen's patent is invalid and vacating the District Court’s prior judgment and damages award.
Factor Bioscience patent proceedings	Considered to be a contingent liability
US	●<br><br>In September 2025, Factor Bioscience Inc. (Factor) filed a complaint against AstraZeneca, and others in the US District Court for the District of Delaware, alleging infringement of several Factor patents related to technology for producing gene-edited cells using synthetic messenger ribonucleic acid (mRNA) molecules encoding transcription activator-like effector nuclease (TALEN) gene-editing proteins.<br><br>●<br><br>The complaint alleges that certain drug research, design and development activities by AstraZeneca and others infringe Factor’s patents.
Forxiga patent proceedings	Considered to be a contingent liability
Europe	●<br><br>In November 2025, in France, Biogaran SAS challenged one of AstraZeneca's patents covering Forxiga. No trial date has been set.<br><br>●<br><br>In Poland and in Portugal, multiple generic companies have challenged one of AstraZeneca's patents covering Forxiga. No trial date has been set.<br><br>●<br><br>In Poland, in January 2026, AstraZeneca obtained interim injunctions against the generic companies that have challenged the patent.
Forxiga patent proceedings	Matter concluded
UK	●<br><br>In the UK, one of AstraZeneca’s patents relating to Forxiga was challenged by Generics (UK) Limited, Teva Pharmaceutical Industries Limited, and Glenmark Pharmaceuticals Europe Limited.<br><br>●<br><br>Trial regarding patent validity occurred in March 2025. In April 2025, the UK Patents Court held the patent invalid. AstraZeneca appealed the decision. In July 2025, the UK Court of Appeal dismissed AstraZeneca’s appeal and upheld the lower court’s invalidity decision. AstraZeneca's application for permission to appeal to the UK Supreme Court was denied.<br><br>●<br><br>In March 2025 and onward, AstraZeneca obtained injunctions against generic manufacturers' at-risk sales of dapagliflozin products in the UK. All injunctions have since been lifted.<br><br>●<br><br>This matter has concluded.
Soliris patent proceedings	Considered to be a contingent liability
Turkey	●<br><br>In November 2024, Salute HC İlaçları Sanayi ve Ticaret A.Ş served an action in the Industrial and Intellectual Property Rights Court in Turkey seeking to invalidate and enjoin enforcement of AstraZeneca’s patent relating to eculizumab.
Tagrisso patent proceedings	Considered to be a contingent liability
China	●<br><br>In January 2025, an individual filed invalidity challenges against several Chinese patents protecting Tagrisso.

F-52

● A hearing before the Chinese Patent Office (Patent Office) was held in July 2025. ● In November 2025, the Patent Office issued decisions maintaining the compound patents. ● In January 2026, the Patent Office dismissed the invalidity case against the formulation patent.

Tagrisso patent proceedings

Considered to be a contingent liability

● In September 2021, Puma Biotechnology, Inc. (Puma) and Wyeth LLC (Wyeth) filed a patent infringement lawsuit in the US District Court for the District of Delaware (District Court) against AstraZeneca relating to Tagrisso. In March 2024, the District Court dismissed Puma. ● The jury trial, with Wyeth as the plaintiff, took place in May 2024. The jury found Wyeth’s patents infringed and awarded Wyeth $107.5m in past damages. The jury also found that the infringement was not wilful. ● In proceedings following the jury award, the District Court rejected AstraZeneca’s indefiniteness and equitable defences but granted judgment as a matter of law in favour of AstraZeneca on the grounds that the patents were invalid for lack of written description and enablement. ● Wyeth has filed an appeal.

Legal proceedings brought by AstraZeneca


Brilinta patent proceedings	Considered to be a contingent asset
US	●<br><br>In 2015 and subsequently, in response to Paragraph IV notices from ANDA filers, AstraZeneca filed patent infringement lawsuits in the US District Court for the District of Delaware (District Court). In its complaints, AstraZeneca alleged that a generic version of Brilinta, if approved and marketed, would infringe patents that are owned or licensed by AstraZeneca.<br><br>●<br><br>In 2024, AstraZeneca entered into separate settlements and the District Court entered consent judgments to dismiss each of the corresponding litigations.<br><br>●<br><br>Additional proceedings are ongoing in the District Court.<br><br>●<br><br>No trial date has been set.
Calquence patent proceedings	Considered to be a contingent asset
US	●<br><br>AstraZeneca received Paragraph IV notices relating to patents listed in the FDA Orange Book with reference to Calquence tablets from Cipla USA, Inc. and Cipla Limited (collectively, Cipla) in April 2024 and from MSN Pharmaceuticals Inc. and MSN Laboratories Pvt. Ltd. (collectively, MSN) in November 2024.<br><br>●<br><br>In response to these Paragraph IV notices, AstraZeneca filed patent infringement lawsuits against Cipla in May 2024 and against MSN in January 2025 in the US District Court for the District of Delaware (District Court). In the complaints, AstraZeneca alleges that a generic version of Calquence tablets, if approved and marketed, would infringe patents that are owned or licensed by AstraZeneca. Trial has been scheduled for April 2027.<br><br>●<br><br>In December 2025, AstraZeneca entered into a settlement agreement with MSN and the District Court dismissed the corresponding litigation. The litigation with Cipla is ongoing.
Daliresp patent litigation	Considered to be a contingent asset
US	●<br><br>In 2015 and subsequently, in response to Paragraph IV notices from ANDA filers, AstraZeneca filed patent infringement lawsuits in the US District Court for the District of New Jersey (District Court) relating to patents listed in the FDA Orange Book with reference to Daliresp.<br><br>●<br><br>AstraZeneca has entered into separate settlement agreements and the District Court entered a consent judgment to dismiss the corresponding litigation. Additional ANDA challenges are pending.
Farxiga patent proceedings	Considered to be a contingent asset
US	●<br><br>In May 2021, AstraZeneca proceeded to trial against ANDA filer Zydus Pharmaceuticals (USA) Inc. (Zydus) in the US District Court for the District of Delaware (District Court). In October 2021, the District Court issued a decision finding the asserted claims of AstraZeneca’s patent as valid and infringed by Zydus’s ANDA product. In August 2022, Zydus appealed the District Court decision. Zydus’s appeal has been dismissed.<br><br>●<br><br>In December 2023, AstraZeneca initiated ANDA litigation against Sun Pharmaceutical Industries Ltd. and Sun Pharmaceutical Industries, Inc. in the District Court. No trial date has been set.
Forxiga patent proceedings	Considered to be a contingent asset
Australia	●<br><br>In December 2025, in the Federal Court of Australia, AstraZeneca initiated patent infringement litigation against Pharmacor Pty Limited in reference to one of the patents that protects Forxiga.<br><br>●<br><br>No trial date has been set.
Lokelma patent proceedings	Matter concluded
US	●<br><br>In August 2022, in response to Paragraph IV notices, AstraZeneca initiated ANDA litigation against five generic filers in the US District Court for the District of Delaware.<br><br>●<br><br>AstraZeneca alleged that a generic version of Lokelma would infringe patents that are owned or licensed by AstraZeneca.<br><br>●<br><br>AstraZeneca has entered into separate settlement agreements with the five generic manufacturers which resulted in dismissal of the corresponding litigations.<br><br>●<br><br>This matter is now concluded.
Lynparza patent proceedings	Considered to be a contingent asset
Canada	●<br><br>In July 2025, AstraZeneca was served with a Notice of Allegation from Cipla Ltd. challenging a patent relating to Lynparza. AstraZeneca commenced an action in response in August 2025. Trial is scheduled to begin in April 2027.

F-53

	●<br><br>In August 2025, AstraZeneca was served with a Notice of Allegation from Natco Pharma (Canada) Inc. challenging a patent relating to Lynparza. AstraZeneca commenced an action in response in October 2025. Trial is scheduled to begin in June 2027.<br><br>●<br><br>In November 2025, AstraZeneca was served with a Notice of Allegation from Zydus Lifesciences Limited challenging a patent relating to Lynparza. AstraZeneca commenced an action in response in December 2025. No trial date has been set.
Lynparza patent proceedings	Considered to be a contingent asset
US	●<br><br>AstraZeneca received a Paragraph IV notice relating to Lynparza patents from Natco Pharma Limited (Natco) in December 2022, Sandoz Inc. (Sandoz) in December 2023, Cipla USA, Inc. and Cipla Limited (collectively, Cipla) in May 2024, and Zydus Pharmaceuticals (USA) Inc. (Zydus) in November 2024.<br><br>●<br><br>In response to these Paragraph IV notices, AstraZeneca, MSD International Business GmbH, and the University of Sheffield initiated ANDA litigations against Natco, Sandoz, Cipla, and Zydus in the US District Court for the District of New Jersey. In the complaints, AstraZeneca alleged that the defendants’ generic versions of Lynparza, if approved and marketed, would infringe AstraZeneca’s patents.<br><br>●<br><br>No trial date has been scheduled.
Soliris patent proceedings	Matter concluded
Canada	●<br><br>In May 2023, AstraZeneca initiated patent litigation in Canada alleging that Amgen Canada Inc.’s (Amgen) biosimilar eculizumab product infringed AstraZeneca's patents.<br><br>●<br><br>In September 2023, AstraZeneca initiated patent litigations in Canada alleging that Samsung Bioepis Co. Ltd.'s (Samsung) biosimilar eculizumab product infringed AstraZeneca's patents.<br><br>●<br><br>In June and November 2025, AstraZeneca settled with Samsung and Amgen, respectively.
Soliris patent proceedings	Matter concluded
Europe	●<br><br>In March 2024, AstraZeneca filed motions for provisional measures against the relevant corporate entities of Amgen Inc. (Amgen) and Samsung Bioepis Co. Ltd. (Samsung) at the Hamburg Local Division of the Unified Patent Court (UPC) on the basis that Amgen's and Samsung's biosimilar eculizumab products infringe an AstraZeneca patent. In November 2025 and January 2026, AstraZeneca entered into global settlement agreements with Amgen and Samsung, respectively, resolving all eculizumab patent disputes between the parties.
Soliris patent proceedings	Matter concluded
UK	●<br><br>In May 2024, AstraZeneca initiated patent infringement proceedings against Amgen Ltd. (Amgen) and Samsung Bioepis UK Limited (Samsung) in the UK High Court of Justice alleging that their respective biosimilar eculizumab products infringe an AstraZeneca patent; on the same day, Samsung initiated a revocation action for the same patent.<br><br>●<br><br>In November 2025 and January 2026, AstraZeneca settled the UK eculizumab patent matters with Amgen and Samsung, respectively.
Tagrisso patent proceedings	Considered to be a contingent asset
Russia	●<br><br>In August 2023, AstraZeneca filed lawsuits in the Arbitration Court of the Moscow region (Court) against the Russian Ministry of Health (MOH) and Axelpharm LLC (Axelpharm) for improper use of AstraZeneca information in the authorisation of a generic version of Tagrisso. The suit against the MOH was dismissed in July 2024, after two appeals. The case against Axelpharm was dismissed in September 2024, and a subsequent appeal by AstraZeneca was also dismissed.<br><br>●<br><br>In November 2023, Axelpharm sought a compulsory licence under a patent related to Tagrisso; the action remains pending. The Axelpharm patent on which the compulsory licensing action was based was held invalid by the Russian Patent and Trademark Office (PTO) in August 2024 following challenge by AstraZeneca. The PTO’s decision was upheld in June 2025, following an appeal by Axelpharm. At a further appeal hearing in November 2025, the Intellectual Property Court Presidium reversed earlier decisions and held Axelpharm’s patent valid. In January 2026, AstraZeneca appealed to the Supreme Court, which was rejected. AstraZeneca expects to file a further appeal.<br><br>●<br><br>In July 2024, AstraZeneca filed a patent infringement claim against Axelpharm in relation to a generic version of Tagrisso. The action was stayed by the court pending resolution of the compulsory licensing action.<br><br>●<br><br>In August 2024, after AstraZeneca filed a complaint, the Federal Anti-Monopoly Service of Russia (FAS) initiated a case against Axelpharm and OncoTarget LLC (OncoTarget). In November 2024, the FAS found Axelpharm (but not OncoTarget) to have committed unfair competition. In June 2025, the finding against Axelpharm was reversed on appeal. In December 2025, on appeal by AstraZeneca, the appellate decision was affirmed. Also in December 2025, AstraZeneca filed a further appeal.

F-54

Product liability litigation

Legal proceedings brought against AstraZeneca


Farxiga and Xigduo XR	Considered to be a contingent liability
US	●<br><br>AstraZeneca has been named as a defendant in lawsuits involving plaintiffs claiming physical injury, including Fournier’s Gangrene and necrotising fasciitis, from treatment with Farxiga and/or Xigduo XR.<br><br>●<br><br>The parties have reached a settlement in principle for a non-material amount to resolve the single case scheduled for trial in March 2026.<br><br>●<br><br>All remaining claims are filed in Delaware State Court and the earliest trial is now scheduled for September 2026.
Nexium and Prilosec	A provision has been taken
US	●<br><br>AstraZeneca has defended lawsuits brought in federal and state courts involving claims that plaintiffs have been diagnosed with various injuries following treatment with proton pump inhibitors (PPIs), including Nexium and Prilosec. Most of the lawsuits alleged kidney injury.<br><br>●<br><br>Between 2022 and 2024, AstraZeneca resolved the claims by way of settlement agreements.<br><br>●<br><br>A relatively small number of plaintiffs have opted out of the settlement.
Nexium and Losec	Matter concluded
Canada	●<br><br>In Canada, in July and August 2017, AstraZeneca was served with three putative class action lawsuits.<br><br>●<br><br>As of September 2025, all three lawsuits have been dismissed.<br><br>●<br><br>The Canada proceedings are concluded.
Vaxzevria	Considered to be a contingent liability
UK	●<br><br>AstraZeneca is defending lawsuits in multiple jurisdictions, including the UK, involving multiple claimants alleging injuries following vaccination with AstraZeneca’s COVID-19 vaccine. Most of the lawsuits involve claims of thrombosis with thrombocytopenia syndrome.<br><br>●<br><br>No trial dates have been scheduled.

Commercial litigation

Legal proceedings brought against AstraZeneca

340B Antitrust litigation	Considered to be a contingent liability
US	●<br><br>In September 2021, AstraZeneca was served with a class-action antitrust complaint filed in the US District Court for the Western District of New York (District Court) by Mosaic Health, Inc. alleging a conspiracy to restrict access to 340B discounts in the diabetes market through contract pharmacies. In September 2022, the District Court granted AstraZeneca’s motion to dismiss the complaint. In February 2024, the District Court denied Plaintiffs’ request to file an amended complaint and entered an order closing the matter. In March 2024, Plaintiffs filed an appeal.<br><br>●<br><br>In August 2025, the US Court of Appeals for the Second Circuit decided in the plaintiffs' favour, ordering the District Court to accept the amended complaint.
Amyndas Trade Secrets Litigation	Considered to be a contingent liability
US	●<br><br>AstraZeneca has been defending a matter filed by Amyndas Pharmaceuticals Member P.C. and Amyndas Pharmaceuticals, LLC (collectively Amyndas), in the US District Court for the District of Massachusetts alleging trade secret misappropriation and breach of contract claims against AstraZeneca and Zealand Pharma U.S. Inc. related to Amyndas’ C3 inhibitor candidate.<br><br>●<br><br>No trial date has been scheduled.
Anti-Terrorism Act Civil Lawsuit	Considered to be a contingent liability
US	●<br><br>In the US, in October 2017, AstraZeneca and certain other pharmaceutical and/or medical device companies were named as defendants in a complaint filed in the US District Court for the District of Columbia (District Court) by US nationals (or their estates, survivors, or heirs) who were killed or wounded in Iraq between 2005 and 2013. The plaintiffs allege that the defendants violated the US Anti-Terrorism Act and various state laws by selling pharmaceuticals and medical supplies to the Iraqi Ministry of Health. In July 2020, the District Court granted AstraZeneca’s and the other defendants’ motion to dismiss the lawsuit, which the DC Circuit Court of Appeals (the Appellate Court) reversed in January 2022.<br><br>●<br><br>In June 2024, the United States Supreme Court issued an order vacating the 2022 decision and remanding to the Appellate Court for reconsideration under new case law. In January 2026, after reconsideration, the Second Circuit issued a decision again allowing the claims to proceed and returning the matter to the District Court, where AstraZeneca has a separate motion to dismiss pending.
Definiens	Considered to be a contingent liability
Germany	●<br><br>In July 2020, AstraZeneca received a notice of arbitration filed with the German Institution of Arbitration from the sellers of Definiens AG (Sellers) regarding the 2014 share purchase agreement (SPA) between AstraZeneca and the Sellers. The Sellers claim that they are owed approximately $140m in earn-outs under the SPA. In December 2023, after an arbitration hearing, the arbitration panel made a final award of $46m in favour of the Sellers.<br><br>●<br><br>In March 2024, AstraZeneca filed an application with the Bavarian Supreme Court (Court) to set aside the arbitration award.<br><br>●<br><br>In April 2025, the Court ruled in favour of AstraZeneca, annulled the arbitration award, and referred the dispute back to the same arbitration panel for a second determination.<br><br>●<br><br>In May 2025, the Sellers appealed the Court’s decision to the German Federal Court of Justice (Court of Justice). AstraZeneca also appealed the decision to refer the dispute back to the same arbitration panel.

F-55

	●<br><br>In January 2026, the Court of Justice upheld the Court’s decision to annul the arbitration award and referred the dispute back to the same arbitration panel.
Employment Litigation	Considered to be a contingent liability
US	●<br><br>AstraZeneca is defending against numerous other litigation matters pending in federal and state courts asserting claims of discrimination in connection with AstraZeneca’s vaccine requirement.<br><br>●<br><br>All but one claim has been resolved by settlement or disposed of by motion practice.
Novartis Advertising Litigation	Considered to be a contingent liability
US	●<br><br>In October 2025, Novartis Pharmaceuticals Corp. filed a lawsuit in the US District Court for the District of Delaware alleging false and misleading representation claims under the Lanham Act and state law unfair competition and deceptive practices claims.<br><br>●<br><br>The complaint alleges that statements in AstraZeneca's marketing for treatment for paroxysmal nocturnal hemoglobinuria are false and misleading.
Pay Equity Litigation	Considered to be a contingent liability
US	●<br><br>AstraZeneca is defending a putative class and collective action in the US District Court for the Northern District of Illinois (District Court) brought by three named plaintiffs, who are former AstraZeneca employees. The case involves claims under the federal and Illinois Equal Pay Acts, with the plaintiffs alleging they were paid less than male employees who performed substantially similar and/or equal work.<br><br>●<br><br>In May 2024, the District Court conditionally certified a collective under the federal Equal Pay Act and authorised the sending of notice to potential collective action members. The notice was distributed in June 2024, and the opt-in period has closed.
Securities Litigation	Considered to be a contingent liability
US	●<br><br>In December 2024, a putative securities class action lawsuit was filed in the US District Court for the Central District of California against AstraZeneca PLC and certain officers, on behalf of purchasers of AstraZeneca publicly traded securities between February 2022 and December 2024.<br><br>●<br><br>The case was subsequently transferred to the US District Court for the Southern District of New York.
Seroquel XR Antitrust Litigation	Matter concluded
US	●<br><br>In 2019, AstraZeneca was named in several related complaints in US District Court in Delaware (District Court), including several putative class action lawsuits brought on behalf of classes of direct purchasers or end payors of Seroquel XR, alleging AstraZeneca and generic drug manufacturers violated US antitrust laws when settling patent litigation related to Seroquel XR.<br><br>●<br><br>In July 2022, the District Court dismissed claims relating to one of the generic manufacturers while allowing claims relating to the second generic manufacturer to proceed.<br><br>●<br><br>In September 2024, AstraZeneca reached a settlement agreement with one of the plaintiff classes which the court approved.<br><br>●<br><br>In May 2025, AstraZeneca resolved the matter with all remaining plaintiffs for a total payment of $97m. In September 2025, the District Court approved the class-related portion of the settlement.<br><br>●<br><br>This matter is now concluded.
Soliris Antitrust Class Action	Considered to be a contingent liability
US	●<br><br>In April 2025, AstraZeneca was named in a lawsuit filed in the US District Court for the District of Massachusetts (District Court) alleging antitrust claims on behalf of a potential class of end payors for Soliris from March 2022.<br><br>●<br><br>The plaintiff alleges that AstraZeneca violated federal and state antitrust and business practices laws by obtaining improper patents for Soliris, delaying biosimilar entry and improperly extending Soliris’ market exclusivity.<br><br>●<br><br>In December 2025, the District Court partially granted AstraZeneca's motion to dismiss.
Syntimmune Milestone Litigation	Considered to be a contingent liability
US	●<br><br>In connection with AstraZeneca's acquisition of Syntimmune, Inc. (Syntimmune) in December 2020, AstraZeneca was served with a lawsuit filed by the stockholders’ representative for Syntimmune in Delaware State Court (Court) that alleged, among other things, breaches of the 2018 merger agreement (Merger Agreement).<br><br>●<br><br>The stockholders’ representative alleges that AstraZeneca failed to meet its obligations under the Merger Agreement to use commercially reasonable efforts to achieve the milestones. AstraZeneca also filed a claim for breach of the representations in the Merger Agreement.<br><br>●<br><br>A trial was held in July 2023.<br><br>●<br><br>In September 2024, the Court issued a partial decision, concluding that the first milestone in the amount of $130m was achieved, and that AstraZeneca had breached its contractual obligation to use commercially reasonable efforts to achieve the milestones. The Court requested additional briefing regarding damages and further proceedings regarding AstraZeneca's claim for breach.<br><br>●<br><br>In June 2025, the Court issued a further partial decision awarding an additional $181m in damages on its September 2024 breach determination.<br><br>●<br><br>Additional proceedings regarding AstraZeneca’s claim are ongoing.
University of Sheffield Contract Dispute	Considered to be a contingent liability
UK	●<br><br>In June 2024, AstraZeneca was served with a lawsuit filed by the University of Sheffield (Sheffield). In its complaint, Sheffield alleges that AstraZeneca made misrepresentations to induce Sheffield to amend a patent licence agreement relating to Lynparza.<br><br>●<br><br>Trial has been scheduled to begin in June 2026.	F-56

Viela Bio, Inc. Shareholder Litigation

Matter concluded

● In February 2023, AstraZeneca was served with a lawsuit filed in the Delaware State Court (Court) against AstraZeneca and certain officers (collectively, Defendants), on behalf of a putative class of Viela Bio, Inc. (Viela) shareholders. The complaint alleged that the Defendants breached their fiduciary duty to Viela shareholders in the course of Viela’s 2021 merger with Horizon Therapeutics, plc. ● In July 2024, the Court granted with prejudice AstraZeneca’s motion to dismiss. ● In August 2024, plaintiffs appealed the dismissal. ● In March 2025, the Delaware Supreme Court affirmed the dismissal. ● This matter is now concluded.

Legal proceedings brought by AstraZeneca

PARP Inhibitor Royalty Dispute

Considered to be a contingent asset

● In October 2012, Tesaro, Inc. (now wholly owned by GlaxoSmithKline plc (GSK)) entered into two worldwide, royalty-bearing patent license agreements with AstraZeneca related to GSK’s product, niraparib. ● In May 2021, AstraZeneca filed a lawsuit against GSK in the Commercial Court of England and Wales (Trial Court) alleging that GSK had failed to pay all of the royalties due on niraparib sales under the license agreements. ● In April 2023, after trial, the Trial Court issued a decision in AstraZeneca’s favour. ● In February 2024, the Court of Appeal reversed the decision. ● In March 2024, AstraZeneca filed a request for permission to appeal with the Supreme Court of the United Kingdom. In May 2024, the Supreme Court denied permission to appeal. ● The case will return to the Trial Court for further proceedings.

Government investigations and proceedings

Legal proceedings brought against AstraZeneca

340B Qui Tam	Considered to be a contingent liability
US	●<br><br>In July 2023, AstraZeneca was served with an unsealed civil lawsuit brought by a qui tam relator on behalf of the United States, several states, and the District of Columbia in the US District Court for the Central District of California (District Court). The complaint alleges that AstraZeneca violated the US False Claims Act and state law analogues. In March 2024, the District Court granted AstraZeneca’s motion to dismiss the First Amended Complaint without leave to amend.<br><br>●<br><br>In April 2024, the relator filed an appeal.
Beyfortus Civil Investigative Demand	Considered to be a contingent liability
US	●<br><br>In March 2025, AstraZeneca received a subpoena from the US Attorney’s Office seeking certain records relating to Beyfortus. The subpoena requests that the Company produce various documents from January 2020 to present, including communications related to specific batches of Beyfortus, customer complaints, and FDA inspection reports.<br><br>●<br><br>AstraZeneca is cooperating with this enquiry.
Boston US Attorney Investigation	Considered to be a contingent liability
US	●<br><br>In June 2024, AstraZeneca was served with a subpoena issued by the US Attorney’s Office in Boston, seeking documents and information relating to payments by AstraZeneca to healthcare providers.<br><br>●<br><br>AstraZeneca is cooperating with this enquiry.
Brazilian Tax Assessment Matter	Considered to be a contingent liability
Brazil	●<br><br>In connection with an ongoing matter, in August 2019, the Brazilian Federal Revenue Service provided a Notice of Tax and Description of the Facts (the Tax Assessment) to two AstraZeneca subsidiaries in Brazil, as well as to two additional entities, a logistics provider utilised by AstraZeneca and a distributor. The Tax Assessment focuses on the importation of Soliris vials pursuant to AstraZeneca’s free drug supply to patients’ programme in Brazil.<br><br>●<br><br>AstraZeneca prevailed in the first level of administrative appeals in the Brazilian federal administrative proceeding system. The decision was subject to an automatic appeal to the second level of the administrative courts.<br><br>●<br><br>In March 2023, the second level of the administrative courts issued a decision to remand the matter to the first level of administrative courts for a determination on the merits.
China Personal Information Infringement and Illegal Trade Matters	Considered to be a contingent liability
China	●<br><br>In relation to the personal information infringement allegation, in April 2025, AstraZeneca Investment (China) Co., Ltd. received a Notice of Transfer to the Prosecutor from the Shenzhen Bao’an District Public Security Bureau regarding suspected unlawful collection of personal information.<br><br>●<br><br>In relation to the illegal trade allegation, in October 2025, AstraZeneca Investment (China) Co., Ltd. received a final appraisal opinion from the Shenzhen City Customs Office, informing AstraZeneca Investment (China) Co., Ltd. that the total amount of unpaid import taxes is RMB 24m (approximately USD $3.5m). The import taxes mentioned in the Appraisal Opinion relate to Imfinzi, Imjudo, and Enhertu. In October 2025, AstraZeneca Investment (China) Co., Ltd. prepaid the full amount as voluntary compensation to the State. A fine of between one and five times the amount of these paid importation taxes may also be levied if AstraZeneca Investment (China) Co., Ltd. is found liable for illegal trade.

F-57

	●<br><br>In November 2025, the Shenzhen Prosecutor concluded its evaluation. AstraZeneca Investment (China) Co., Ltd., the former EVP and one former senior employee were indicted on charges of unlawful collection of personal information and illegal trade, although no illegal gain to AstraZeneca Investment (China) Co., Ltd. was alleged resulting from unlawful collection of personal information.<br><br>●<br><br>The former EVP and former senior employee were additionally indicted on charges of medical insurance fraud. AstraZeneca Investment (China) Co., Ltd. has not been indicted on charges of medical insurance fraud.<br><br>●<br><br>The matters have been consolidated into one proceeding before the Shenzhen City Intermediate Court. No trial date has been scheduled.
Texas Qui Tam	Considered to be a contingent liability
US	●<br><br>In December 2022, AstraZeneca was served with an unsealed civil lawsuit brought by qui tam relators on behalf of the State of Texas in Texas State Court in Harrison County, which alleges that AstraZeneca engaged in unlawful marketing practices.<br><br>●<br><br>In July 2025, the State of Texas intervened in the matter and filed an amended petition.<br><br>●<br><br>In November 2025, the case was transferred to the Texas State Court in Travis County.<br><br>●<br><br>No trial date has been scheduled.
US Department of Justice Civil Investigative Demand	Considered to be a contingent liability
US	●<br><br>In January 2026, AstraZeneca was served with a civil investigative demand issued by the US Department of Justice, seeking documents and information relating to AstraZeneca's data purchases and quality improvement projects.<br><br>●<br><br>AstraZeneca is cooperating with this enquiry.
Vermont US Attorney Investigation	Considered to be a contingent liability
US	●<br><br>In April 2020, AstraZeneca received a Civil Investigative Demand from the US Attorney’s Office in Vermont and the Department of Justice, Civil Division, seeking documents and information relating to AstraZeneca’s relationships with electronic health-record vendors.<br><br>●<br><br>AstraZeneca is cooperating in this enquiry.

Legal proceedings brought by AstraZeneca

340B State Litigation	Considered to be a contingent asset
US	●<br><br>AstraZeneca has filed lawsuits against Arkansas, Colorado, Hawaii, Kansas, Louisiana, Maine, Maryland, Minnesota, Mississippi, Missouri, Nebraska, New Mexico, North Dakota, Oklahoma, Oregon, Rhode Island, South Dakota, Tennessee, Utah, Vermont, and West Virginia challenging the constitutionality of each state’s 340B statute.<br><br>●<br><br>AstraZeneca has ongoing enforcement actions in Arkansas and Louisiana for alleged non-compliance with each state's 340B statute. In April 2025, an order was issued in the Arkansas proceeding requiring AstraZeneca to pause its contract pharmacy policy, which AstraZeneca has appealed.<br><br>●<br><br>In Arkansas, the Court denied a motion to dismiss.<br><br>●<br><br>In Colorado, the Court denied AstraZeneca's motion for a preliminary injunction, which AstraZeneca has appealed.<br><br>●<br><br>In Kansas, after obtaining a stipulation from the state that AstraZeneca’s policy does not violate the Kansas 340B statute, AstraZeneca agreed to dismiss its complaint.<br><br>●<br><br>In Louisiana, the Court denied AstraZeneca’s motion for summary judgement, which AstraZeneca has appealed.<br><br>●<br><br>In Maryland and Mississippi, the Court denied AstraZeneca’s motion for a preliminary injunction.<br><br>●<br><br>In Minnesota, the Court found that the government officials lacked enforcement authority and dismissed AstraZeneca's complaint for lack of standing.<br><br>●<br><br>In Missouri, the Court granted in part and denied in part the state’s motion to dismiss.<br><br>●<br><br>In Oklahoma, the Court granted AstraZeneca’s motion for a preliminary injunction, which Oklahoma has appealed.<br><br>●<br><br>AstraZeneca’s lawsuits are stayed in Rhode Island, Utah, and West Virginia.
Calquence Inflation Reduction Act Litigation	Considered to be a contingent asset
US	●<br><br>In December 2025, AstraZeneca filed a lawsuit in the US District Court for the District of Maryland challenging the US Department of Health and Human Services’ interpretation of “qualifying single source drug” under the Inflation Reduction Act and its application in selecting Calquence for drug price negotiation.
Farxiga Inflation Reduction Act Litigation	Considered to be a contingent asset
US	●<br><br>In August 2023, AstraZeneca filed a lawsuit in the US District Court for the District of Delaware (District Court) against the US Department of Health and Human Services (HHS) challenging aspects of the drug price negotiation provisions of the Inflation Reduction Act and the implementing guidance and regulations. In March 2024, the District Court granted HHS’ motions and dismissed AstraZeneca’s lawsuit.<br><br>●<br><br>In May 2025, the US Court of Appeals for the Third Circuit affirmed the District Court's dismissal of AstraZeneca's challenge.<br><br>●<br><br>In September 2025, AstraZeneca sought review by the US Supreme Court.

F-58

Other

Additional government inquiries

As is true for most, if not all, major prescription pharmaceutical companies, AstraZeneca is currently involved in multiple inquiries into drug marketing and pricing practices. In addition to the investigations described above, various law enforcement offices have, from time to time, requested information from the Group. There have been no material developments in those matters.

Tax

AstraZeneca considers whether it is probable that a taxation authority will accept an uncertain tax treatment. Where acceptance of an uncertain tax treatment is not considered probable, a tax liability is recognised based on either the most likely amount method or the expected value method depending on which method management expects to better predict the resolution of the uncertainty. Due to inherent complexities in the resolution of the uncertain tax treatments and the resulting liabilities due, management exercise judgement in the measurement of the potential liability, based on information available at the present time.

F-59

Tax liabilities for uncertain tax treatments can be built up over a long period of time but the resolution occurs at a point in time. Therefore, to the extent the information changes in future periods, there may be adjustments to the liabilities, which may have either a negative or positive effect on our results. Such changes could arise from commencement, progress or conclusion of tax authority challenge, negotiations under competent authority arrangements in relevant double tax treaties and expiry of relevant statutes of limitation. Details of the movements of material uncertain tax treatments are included below.

AstraZeneca faces a number of audits and reviews in jurisdictions around the world and, in some cases, is in dispute with the tax authorities. The issues under discussion are often complex and can require many years to resolve. Tax liabilities recognised for uncertain tax treatments require management to make key judgements with respect to the outcome of current and potential future tax audits, and actual results could vary from these estimates. Management does not believe a significant risk exists of material change to uncertain tax positions in the next 12 months.

The total net tax liability recognised in the Group Financial Statements in respect of uncertain tax positions is $1,104m (2024: $1,321m). The net tax liability consists of $1,126m (2024: $1,157m) included within income tax payable, $1,628m (2024: $1,304m) included within deferred tax asset, partially offset by $205m (2024: $122m) included within deferred tax liabilities, and $1,445m (2024: $1,018m) included within income tax receivable.

Transfer pricing

The net tax liability included in the Group Financial Statements in relation to management’s current assessment of tax risks in relation to worldwide transfer pricing exposures is $120m (2024: $384m). The decrease in the net tax liability for uncertain tax positions relating to transfer pricing of $264m compared with 2024 is mainly as a result of a decrease of tax liabilities arising from updates to estimates of prior period tax liabilities following progression of tax authority reviews.

The liability includes uncertain tax treatments which are estimated using the expected value method and depend on AstraZeneca’s assessment of the likelihood of the approach taken by the tax authorities. These matters can be complex and judgemental and could change in the future, as discussed above.

For transfer pricing matters, including items under tax audit, AstraZeneca estimates the potential for additional tax liabilities above the amount provided where the possibility of the additional liabilities falling due is more than remote, to be up to $79m (2024: $422m) including associated interest.

Management continues to believe that AstraZeneca’s positions on all its transfer pricing positions, audits and disputes are robust, and that AstraZeneca has recognised appropriate tax balances, including consideration of whether corresponding relief will be available under Mutual Agreement procedures or unilaterally.

Other uncertain tax treatments

Included in the net tax liability is $984m (2024: $937m) relating to a number of other uncertain tax treatments. The increase of $47m in the net tax liability relating to the other uncertain tax treatments mainly relates to an update to tax liabilities following progress of reviews by tax authorities which are offset by movements relating to uncertainty over the timing of tax deductions. This uncertainty includes movements between income taxes receivable of $1,391m (2024: $742m), and deferred tax liabilities of $234m (2024: $133m) offset by related deferred tax assets of $1,611m (2024: $929m) and income taxes payable of $496m (2024: $269m). The liability includes tax liabilities in respect of uncertain tax treatments which are estimated using the most likely amount method and the expected value method and depend on AstraZeneca’s assessment of the likelihood of the approach taken by the tax authorities.

AstraZeneca estimates the potential for additional liabilities due to other uncertain tax treatments above the amount provided where the possibility of the additional liabilities falling due is more than remote, to be up to $127m (2024: $214m) including associated interest. AstraZeneca does not believe there are any significant other uncertain tax treatments where the possibility of the additional liabilities falling due is more than remote (2024: $nil). Management believes that it is unlikely that these additional liabilities will arise.

Timing of cash flows and interest

The Group is currently under audit in several countries and the timing of any resolution of these audits is uncertain.

It is possible that tax payments may be required in relation to a number of disputes which may be resolved over the next one to two years. AstraZeneca considers the tax liabilities set out above to appropriately reflect the expected value of any final settlement. Some of the items discussed above are not currently within the scope of tax authority audits and may take longer to resolve.

Included within other payables is a net amount of interest arising on tax contingencies of $126m (2024: $164m).

31 Statutory and other information


		2025	2024	2023
		$m	$m	$m
Fees payable to PricewaterhouseCoopers LLP and its associates:
Group audit fee	****	12.5	10.6	10.2
Fees payable to PricewaterhouseCoopers LLP and its associates for other services:
The audit of subsidiaries pursuant to legislation	****	15.8	14.8	15.0
Attestation under s404 of Sarbanes-Oxley Act 2002		3.7	3.5	3.3
Audit-related assurance services	****	1.3	2.2	1.1
Other assurance services	****	0.2	0.3	0.2
Fees payable to PricewaterhouseCoopers Associates in respect of the Group’s pension schemes:
The audit of subsidiaries’ pension schemes	****	0.3	0.4	0.3
	****	33.8	31.8	30.1

Fees payable in the year of $0.8m (2024: $0.2m) are in respect of the Group audit and audit of subsidiaries related to prior years.

Sustainability assurance

KPMG were appointed the Group’s sustainability assurance provider for the year ended 31 December 2025, with $2.8m fees payable for the service. Fees of $0.5m for the audit of subsidiaries and $0.1m for other assurance services were also payable to KPMG and its associates in the year.

Related party transactions

The Group had no material related party transactions which might reasonably be expected to influence decisions made by the users of these Financial Statements. F-60

Key management personnel compensation

Key management personnel are defined for the purpose of disclosure under IAS 24 ‘Related Party Disclosures’ as the members of the Board and the members of the SET.


		2025	2024	2023
		$’000	$’000	’000
Short-term employee benefits	****	39,483	40,893	38,636
Post-employment benefits	****	995	1,045	1,354
Share-based payments	****	58,915	49,121	58,242
	****	99,393	91,059	98,232

All values are in US Dollars.

Total remuneration is included within employee costs (see Note 29).

32 Subsequent events

There were no material subsequent events.

F-61

Group Subsidiaries and Holdings

In accordance with section 409 of the Companies Act 2006, a full list of subsidiaries, partnerships, associates, joint ventures and joint arrangements, the place of incorporation, registered office address, and the effective percentage of equity owned as at 31 December 2025 are disclosed below. Unless otherwise stated, the share capital disclosed comprises ordinary shares which are indirectly held by AstraZeneca PLC.

Unless otherwise stated, the accounting year ends of subsidiaries are 31 December. The Group Financial Statements consolidate the Financial Statements of the Company and its subsidiaries at 31 December 2025.


At 31 December 2025		Group Interest
Wholly owned subsidiaries

Algeria
AAPM SARL		100	%
20, Zone Macro-Economique, Hydra, Dar El Medina, Algiers, Algeria

Argentina
AstraZeneca S.A.		100	%
Olga Cossettini 363, 3° floor, Buenos Aires, Argentina
Alexion Pharma Argentina SRL		100	%
Avenida Leandro N. Alem 592 Piso 6, Buenos Aires, Argentina

Australia
AstraZeneca Holdings Pty Limited		100	%
AstraZeneca Pty Limited		100	%
Alexion Pharmaceuticals Australasia Pty Ltd		100	%
66 Talavera Road, Macquarie Park, NSW 2113, Australia
LogicBio Australia Pty Limited		100	%
Level 40, 2-26 Park Street, Sydney, NSW 2000, Australia

Austria
AstraZeneca Österreich GmbH		100	%
Alexion Pharma Austria GmbH		100	%
Rechte Wienzeile 223, 1120 Wien, Austria

Belgium
AstraZeneca S.A. / N.V.		100	%
Alfons Gossetlaan 40, bus 201, 1702 Groot-Bijgaarden, Belgium
Alexion Pharma Belgium Sprl		100	%
Alexion Services Europe Sprl		100	%
Rue des Deux Eglises 29-33, 1000 Brussels, Belgium
EsoBiotec SA^1^		100	%
Rue André Dumont 5, 1435 Mont-Saint-Guibert, Belgium

Bermuda
Alexion Bermuda Holding ULC		100	%
Alexion Bermuda Limited		100	%
Alexion Bermuda Partners LP		100	%
Victoria Place, 5th Floor, 31 Victoria Street, Hamilton, HM 10, Bermuda

Brazil
AstraZeneca do Brasil Limitada		100	%
Rod. Raposo Tavares, KM 26, 9, Cotia, Brazil
Alexion Farmacêutica América Latina Serviços de Administração de Vendas Ltda.		100	%
Alexion Serviços e Farmacêutica do Brasil Ltda.		100	%
Av. Dr Chucri Zaidan, 1240, 15° andar, CEP 04711-130, Ed. Morumbi Corporate – Golden Tower Vila São Francisco, São Paulo, Brazil

British Virgin Islands
Gracell Biotechnologies Holdings Limited		100	%
Office of Sertus Incorporations (BVI) Limited, Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands

Bulgaria
AstraZeneca Bulgaria EOOD		100	%
51 Cherni Vrah Bld., Business Garden Office X, floor 10, Lozenets district, 1407 Sofia, Bulgaria
---	---	---	---

Canada
AstraZeneca Canada Inc.		100	%
Evinova Canada Inc.		100	%
Suite 5000, 1004 Middlegate Road, Mississauga, ON, L4Y 1M4, Canada
Alexion Pharma Canada Corp.		100	%
Suite 1300, 1969 Upper Water Street, Halifax, NS, B3J 3R7, Canada
Fusion Pharmaceuticals Inc.		100	%
270 Longwood Road South, Hamilton, ON, L8P 0A6, Canada

Cayman Islands
AZ Reinsurance Limited		100	%
18 Forum Lane, 2nd Floor, Camana Bay, Grand Cayman, P.O. Box 69, Cayman Islands
Gracell Biotechnologies Inc.		100	%
P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands

Chile
AstraZeneca S.A.		100	%
AstraZeneca Farmaceutica Chile Limitada		100	%
Av. Isidora Goyenechea 3477, 2nd Floor, Las Condes, Santiago, Chile

China
Alexion Pharmaceuticals (Shanghai) Company Limited (in liquidation)		100	%
Room 1703, Level 17, No. 88 Xizang North Road, Jing’an District, Shanghai, China
AstraZeneca Global R&D (Beijing) Co., Ltd		100	%
Room 1101, Floor 11, Building No. 4, No. 8 Courtyard, No. 1 Kegu Street, Beijing Economic-Technological Development Area, Beijing, China
AstraZeneca Global R&D (China) Co., Ltd.		100	%
16F, 88 Xizang North Road, Jing’an District, Shanghai, China
AstraZeneca Investment (China) Co., Ltd.		100	%
199 Liangjing Road, Pilot Free Trade Zone, Shanghai, China
AstraZeneca Investment Consulting (Wuxi) Co., Ltd.		100	%
Room 808, 8F, Building 99-2 Linghu Avenue, Xinwu District, Wuxi, Jiangsu, China
AstraZeneca Pharmaceutical Co., Ltd.		100	%
No. 2, Huangshan Road, Wuxi, Jiangsu Province, China
AstraZeneca Pharmaceutical (Beijing) Co., Ltd.		100	%
1F, Building No. 4, No. 8 Courtyard, No. 1 Kegu Street, Beijing Economic-Technological Development Area, Beijing, China
AstraZeneca Pharmaceutical (Chengdu) Co., Ltd.		100	%
10th Floor, Building 11 (Building E11), No. 366, Hemin Street, Chengdu High-tech Zone, China (Sichuan) Pilot Free Trade Zone, China
AstraZeneca Pharmaceutical (Guangzhou) Co., Ltd.		100	%
Room 406-178, No. 1, Yichuang Street, (China-Singapore
Guangzhou Knowledge City) Huangpu District, Guangzhou City, China
---	---	---	---
AstraZeneca Pharmaceutical (Hangzhou) Co., Ltd.		100	%
12F & 14F, Building 1, Shuli Plaza, 758 Fei Jia Tang Road, Gongshu District, Hangzhou, Zhejiang Province, China
AstraZeneca Pharmaceutical Manufacturing (Qingdao) Co., Ltd.		100	%
AstraZeneca Pharmaceutical (Qingdao) Co., Ltd.		100	%
Floor 8, Building 2, 82 Juxianqiao Road, High-tech Zone, Qingdao, Shandong Province, China
AstraZeneca Pharmaceutical (Shanghai) Co., Ltd.		100	%
B1F, 8F & 9F, 88 Xizang North Road, Jing’an District, Shanghai, China
AstraZeneca Pharmaceuticals (China) Co., Ltd.		100	%
88 Yaocheng Avenue, Jiangsu Province, Taizhou, China
AstraZeneca Rare Disease R&D (Beijing) Co., Ltd		100	%
Room 1102, Floor 11, Building No. 4, No. 8 Courtyard, No. 1 Kegu Street, Beijing Economic-Technological Development Area, Beijing, China
AstraZeneca (Wuxi) Trading Co., Ltd.		100	%
Building E (Building No. 5), Huirong Commercial Plaza, East Jinghui Road, Xinwu District, Wuxi, China
Beijing Falikang Pharmaceutical Co., Ltd.		100	%
Room 113, Floor 1, Unit 1, Building No. 6, No. 88 Kechuang 6th Street, Beijing Economic-Technological Development Area, Beijing, China
FibroGen (China) Medical Technology Development Co., Ltd		100	%
Building A2, No. 88 Kechuang 6th Street, Beijing Economic-Technological Development Area, Beijing, China
Gracell Biomedicine (Shanghai) Co., Ltd.^2^		100	%
12th Floor, Building 1, No. 926, Yishan Road, Xuhui District, Shanghai 200233, China
Shanghai Evinova Medical Technology Co., Ltd.^2^		100	%
Building C, No. 888, Huanhu 2nd Road West, Lingang New District, Shanghai, Pilot Free Trade Zone, China
Gracell Bioscience (Shanghai) Co., Ltd.		100	%
1st-4th Floor, Building 1, No. 418 Guilin Road, Xuhui District, Shanghai 200233, China
Suzhou Gracell Bioscience Co., Ltd.		100	%
Unit E547, 5th Floor, Lecheng Plaza, Phase II, Biobay Industrial Park, 218 Sangtian Street, Suzhou Industrial Park, Suzhou Area, Jiangsu, Pilot Free Trade Zone 215123, China

Colombia
AstraZeneca Colombia S.A.S.		100	%
Av Carrera 9 No. 101-67 Office 601, Bogotá, 110231, Colombia

Costa Rica
AstraZeneca CAMCAR Costa Rica, S.A.		100	%
San José, Escazú, Roble Corporate Center, 5to piso, Costa Rica

F-62


Croatia
AstraZeneca d.o.o.		100	%
Ulica Vjekoslava Heinzela 70, 10 000 Zagreb, Croatia

Czech Republic
AstraZeneca Czech Republic, s.r.o.		100	%
Alexion Pharma Czech s.r.o.		100	%
U Trezorky 921/2, 158 00 Prague 5, Czech Republic

Denmark
AstraZeneca A/S		100	%
Johanne Møllers Passage 1, Dk-1799, Copenhagen V, Denmark

Egypt
AstraZeneca Egypt for Pharmaceutical Industries SAE		100	%
6th of October City, 6th Industrial Zone, Plot 2, Giza, Egypt
AstraZeneca Egypt LLC		100	%
47 St. 270 New Maadi, Cairo, Egypt
Drimex LLC		100	%
Plot 133, Banks’ District, 5th Settlement, New Cairo, Cairo, Egypt

Estonia
AstraZeneca Eesti OÜ		100	%
Harju maakond, Tallinn, Lasnamäe linnaosa, Valukoja tn 8/1, 11415, Estonia

Finland
AstraZeneca Oy.		100	%
Keilaranta 18, 02150 Espoo, Finland

France
Amolyt Pharma SAS^1^		100	%
15 Chemin du Saquin, Espace Européen, 69130 Écully, France
AstraZeneca SAS		100	%
Tour Carpe Diem-31, Place des Corolles, 92400 Courbevoie, France
AstraZeneca Reims Production SAS		100	%
Chemin de Vrilly Parc, Industriel de la Pompelle, 51100 Reims, France
AstraZeneca Dunkerque Production SCS		100	%
224 Avenue de la Dordogne, 59640 Dunkerque, France
Alexion Europe SAS		100	%
Alexion Pharma France SAS		100	%
15 Chemin du Saquin, Espace Européen, 69130 Écully, France

Germany
AstraZeneca GmbH		100	%
AstraZeneca Holding GmbH^3^		100	%
Friesenweg 26, 22763, Hamburg, Germany
AstraZeneca Computational Pathology GmbH^1^		100	%
Alexion Pharma Germany GmbH		100	%
Landsberger Straße 300, 80687, Munich, Germany

Greece
AstraZeneca S.A.		100	%
Agisilaou 6-8 Marousi, Athens, Greece

Hong Kong
AstraZeneca HK Holdings Company Limited		100	%
AstraZeneca Hong Kong Limited		100	%
Unit 1 – 3, 11/F., China Taiping Finance Centre, 18 King Wah Road, North Point, Hong Kong
FibroGen International (Hong Kong) Limited		100	%
26th Floor, Three Exchange Square, 8 Connaught Place Central, Hong Kong
Gracell Biotechnologies (HK) Limited		100	%
C&F Secretarial Services Limited, Unit 3A, 12/F, Kaiser Centre, No. 18 Centre Street, Sai Ying Pun, Hong Kong

Hungary
AstraZeneca Kft		100	%
---	---	---	---
1st floor, 4 building B, Alíz str., Budapest, 1117, Hungary

India
AstraZeneca India Private Limited^4^		100	%
Block A, Neville Tower, 11th Floor, Ramanujan IT SEZ, Taramani, Chennai, Tamil Nadu, PIN 600113, India
Alexion Business Services Private Limited		100	%
9th Floor, Platina, G Block Plot No. C-59, Bandra-Kurla Complex Bandra (East), Mumbai 400051, India
Evinova Health Tech India Private Limited^4^		100	%
496/4, II Floor, 10th Cross, Near Bashyam Circle, Sadashivanagar, Bangalore – 560080, Karnataka, India

Indonesia
P.T. AstraZeneca Indonesia		100	%
Perkantoran Hijau Arkadia, Tower G, 16th Floor, Unit 02-05, Jl. T.B. Simatupang Kav. 88, Kebagusan, Pasar Minggu, South Jakarta 12520, DKI Jakarta, Indonesia

Iran
AstraZeneca Pars Company		100	%
Suite 1, 1st Floor No. 39, Alvand Ave., Argantin Sq., Tehran 1516673114, Iran

Ireland
AstraZeneca Pharmaceuticals (Ireland) Designated Activity Company		100	%
4th Floor, South Bank House, Barrow Street, Dublin 4, Republic of Ireland
Alexion Pharma Holding Limited		100	%
Alexion Pharma International Operations Limited		100	%
Alexion Pharma Development Limited		100	%
AstraZeneca Ireland Limited		100	%
College Business & Technology Park, Blanchardstown Road North, Dublin 15, Republic of Ireland

Israel
AstraZeneca (Israel) Ltd		100	%
Atirei Yeda 1, Building O-Tech 2, POB 8044, Kfar Saba, 4464301, Israel
Alexion Pharma Israel Ltd		100	%
1 Atirei Yeda Street O-Tech Building No. 2, 5th Floor Kfar Saba, 4464301, Israel

Italy
Simesa SpA		100	%
AstraZeneca SpA		100	%
Alexion Pharma Italy Srl		100	%
Viale Decumano 39, 20157 Milan, Italy

Japan
AstraZeneca K.K.		100	%
3-1, Ofuka-cho, Kita-ku, Osaka, 530-0011, Japan
Alexion Pharma GK		100	%
Tamachi Station Tower N 3-1-1, Shibaura, Minato-ku Tokyo 108-0023, Japan

Kazakhstan
AstraZeneca Kazakhstan Limited Liability Partnership		100	%
Office 101, 77 Kunayev Street, Almaty 050000, Kazakhstan

Kenya
AstraZeneca Pharmaceuticals Limited		100	%
L.R. No.1/1327, Avenue 5, 1st Floor, Rose Avenue, Nairobi, Kenya

Latvia
AstraZeneca Latvija SIA		100	%
---	---	---	---
Skanstes iela 50, Riga, LV-1013, Latvia

Lithuania
AstraZeneca Lietuva UAB		100	%
Spaudos g., Vilnius, LT-05132, Lithuania

Luxembourg
AstraZeneca Luxembourg S.A.		100	%
Rue Nicolas Bové 2A – L-1253, Luxembourg

Malaysia
AstraZeneca Asia-Pacific Business Services Sdn Bhd		100	%
12th Floor, Menara Symphony, No. 5 Jalan Prof, Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia
AstraZeneca Sdn Bhd		100	%
The Bousteador, Level 11 & 12, No. 10, Jalan PJU 7/6, Mutiara Damansara, 47800 Petaling Jaya, Selangor Darul Ehsan, Malaysia

Mexico
AstraZeneca Health Care Division, S.A. de C.V.		100	%
AstraZeneca, S.A. de C.V.		100	%
Av. Periferico Sur 4305 interior 5, Colonia Jardines en la Montaña, Mexico City, Tlalpan Distrito Federal, CP 14210, Mexico
Alexion Pharma Mexico S. de R.L. de C.V.		100	%
Paseo de los Tamarindos 90, Torre 1 piso 6 - A Col., Bosques de la Lomas, CP 05120 D.F, Mexico

Morocco
AstraZeneca Maroc SARLAU		100	%
CFC (Casablanca Finance City), Le Continental Business Center, Bâtiment C, 7ème étage, Quartier Hay Hassani, Casablanca, Morocco

The Netherlands
Alexion Holding B.V.		100	%
Alexion Pharma Foreign Holdings, B.V.		100	%
Alexion Pharma Netherlands B.V.		100	%
AstraZeneca B.V.		100	%
AstraZeneca Continent B.V.		100	%
AstraZeneca Gamma B.V.		100	%
AstraZeneca Holdings B.V.		100	%
AstraZeneca Jota B.V.		100	%
AstraZeneca Rho B.V.		100	%
AstraZeneca Sigma B.V.		100	%
AstraZeneca Treasury B.V.		100	%
AstraZeneca Zeta B.V.		100	%
Prinses Beatrixlaan 582, 2595 BM, The Hague, The Netherlands
AstraZeneca Nijmegen B.V.		100	%
Lagelandseweg 78, 6545 CG Nijmegen, The Netherlands
Acerta Pharma B.V.		100	%
Aspire Therapeutics B.V.		100	%
Kloosterstraat 9, 5349 AB, Oss, The Netherlands
Portola Netherlands B.V. (in liquidation)		100	%
Basisweg 10, 1043 AP, Amsterdam, The Netherlands
Neogene Therapeutics B.V.		100	%
35C Tafelbergweg, 1105 BC, Amsterdam, The Netherlands


At 31 December 2025	Group Interest
New Zealand
AstraZeneca Limited	100	%
Pharmacy Retailing (NZ) Limited t/a Healthcare Logistics, 58 Richard Pearse Drive, Mangere, Auckland, 1142, New Zealand

Nigeria
AstraZeneca Nigeria Limited	100	%
42 Vibranium Valley, Local Airport Road, Ikeja, Lagos, Nigeria

F-63

Norway
AstraZeneca AS		100	%
Karvesvingen 7, 0579 Oslo, Norway

Pakistan
AstraZeneca Pharmaceuticals Pakistan (Private) Limited^5^		100	%
Office No 1, 2nd Floor, Sasi Arcade, Block 7, Main Clifton Road, Karachi, Pakistan

Panama
AstraZeneca CAMCAR, S.A.		100	%
Bodega #1, Parque Logistico MIT, Carretera Hacia Coco Solo, Colon, Panama

Peru
AstraZeneca Peru S.A.		100	%
Calle Las Orquídeas N° 675, Int. 802, Edificio Pacific Tower, San Isidro, Lima, Peru

Philippines
AstraZeneca Pharmaceuticals (Phils.) Inc.		100	%
18th Floor, EcoPrime Tower, 32nd Street corner 9th Avenue, Bonifacio Global City, Taguig City, 1634, Philippines

Poland
AstraZeneca Pharma Poland Sp.z.o.o.		100	%
Alexion Pharma Poland Sp.z.o.o.		100	%
Evinova Poland sp. z o.o		100	%
Postępu 14, 02-676, Warszawa, Poland

Portugal
Astra Alpha Produtos Farmacêuticos Lda		100	%
AstraZeneca Produtos Farmacêuticos Lda		100	%
Novastra Promoção e Comércio Farmacêutico Lda		100	%
Novastuart Produtos Farmacêuticos Lda		100	%
Stuart-Produtos Farmacêuticos Lda		100	%
Zeneca Epsilon – Produtos Farmacêuticos Lda		100	%
Zenecapharma Produtos Farmacêuticos, Unipessoal Lda		100	%
Rua Humberto Madeira, No 7, Queluz de Baixo, 2730-097, Barcarena, Portugal

Puerto Rico
IPR Pharmaceuticals, Inc.		100	%
Road 188, San Isidro Industrial Park, Canóvanas, 00729, Puerto Rico

Romania
AstraZeneca Pharma S.R.L.		100	%
Bucharest, 1A Tipografilor Street, MUSE Offices, 2nd and 3rd Floor, District 1, 013714, Romania

Russia
AstraZeneca Industries OOO LLC		100	%
81 Vostochniy Lane, Dobrino Village, Borovskiy District, Kaluga Region, 249006, Russian Federation
AstraZeneca Pharmaceuticals LLC		100	%
1 Krasnogvardeyskiy Lane 21, Bld.1, Floors 20-30, Moscow, 123112, Russian Federation
Alexion Pharma LLC		100	%
12 Presnenskaya Embankment, Premises 1/36, Moscow, 123112, Russian Federation

Saudi Arabia
AstraZeneca Continent – Regional Headquarter		100	%
Al-Nakhlah Tower, Floor 13th Ath Thumamah Road, Al Sahafa District, P.O. Box 42150, Riyadh, Kingdom of Saudi Arabia
AstraZeneca Trading Company		100	%
8125 Prince Sultan, 2086 Ar Rawdah District, 23435, Jeddah, Kingdom of Saudi Arabia
---	---	---	---

Singapore
AstraZeneca Pharmaceuticals Singapore Pte. Limited		100	%
AstraZeneca Singapore Pte Ltd		100	%
10 Kallang Avenue #12-10, Aperia Tower 2, 339510, Singapore

South Africa
AstraZeneca Pharmaceuticals (Pty) Limited		100	%
17 Georgian Crescent West, Northdowns Office Park, Bryanston, 2191, South Africa

South Korea
AstraZeneca Korea Co. Ltd		100	%
21st Floor, Asem Tower, 517, Yeongdong-daero, Gangnam-gu, Seoul 06164, Republic of Korea
Alexion Pharma Korea LLC		100	%
41 FL., 152 Teheran-ro (Yeoksam-dong Gangnam Finance Center), Gangnam-gu, Seoul 06164, Republic of Korea

Spain
AstraZeneca Farmaceutica Holding Spain SA		100	%
AstraZeneca Farmaceutica Spain SA		100	%
Evinova Spain SL		100	%
Fundación AstraZeneca		100	%
Laboratorio Beta SA		100	%
Laboratorio Lailan SA		100	%
Laboratorio Tau SA		100	%
Calle del Puerto de Somport, 21-23, Madrid 28050, Spain
Alexion Pharma Spain SL		100	%
Avinguda de Roma, 81, Floor 7, Barcelona 08028, Spain

Sweden
AstraZeneca AB		100	%
AstraZeneca Biotech AB		100	%
AstraZeneca BioVentureHub AB		100	%
AstraZeneca International Holdings Aktiebolag		100	%
AstraZeneca Pharmaceuticals Aktiebolag		100	%
AstraZeneca Södertälje 2 AB		100	%
SE-151 85 Södertälje, Sweden
Evinova AB		100	%
431, 53 Mölndal, Stockholm, Södertälje, Sweden
Alexion Pharma Nordics Holding AB		100	%
Alexion Pharma Nordics AB		100	%
Hagaplan 4, 113 68 Stockholm, Sweden

Switzerland
Alexion Pharma GmbH		100	%
AstraZeneca AG		100	%
Evinova AG		100	%
Neuhofstrasse 34, 6340 Baar, Switzerland
SixPeaks Bio AG		100	%
Aeschenvorstadt 36, 4501 Basel, Switzerland
Spirogen Sarl (in liquidation)		100	%
Rue du Grand-Chêne 5, CH-1003 Lausanne, Switzerland

Taiwan
Alexion Pharma Taiwan Ltd		100	%
AstraZeneca Taiwan Limited		100	%
21st Floor, Taipei Metro Building 207, Tun Hwa South Road, SEC 2 Taipei, Taiwan

Thailand
AstraZeneca (Thailand) Limited		100	%
Asia Centre 19th floor, 173/20, South Sathorn Rd, Khwaeng Thungmahamek, Khet Sathorn, Bangkok, 10120, Thailand

Tunisia
AstraZeneca Tunisie SaRL		100	%
Lot n°1.5.5 les jardins du lac, bloc B les berges du lac Tunis, Tunisia
---	---	---	---

Turkey
AstraZeneca İlaç Sanayi ve Ticaret Limited Şirketi		100	%
Zeneca İlaç Sanayi ve Ticaret Anonim Şirketi (in liquidation)		100	%
Esentepe Mah. Büyükdere Cad. Levent 199 No: 199 İç Kapı No: 93 Şişli, İstanbul, Turkey
Alexion İlaç Ticaret Limited Şirketi		100	%
İçerenköy Mahallesi Umut SK. and Ofis Sit. No: 10 12/73 Ataşehir, Istanbul 10-12/73, Turkey

Ukraine
AstraZeneca Ukraina LLC		100	%
54 Simi Prakhovykh Street, Kyiv, 01033, Ukraine

United Arab Emirates
AstraZeneca FZ-LLC		100	%
Dubai Sciences Park Towers, Tower South, S1706S, Dubai Sciences Park, Dubai, United Arab Emirates

United Kingdom
Alexion Pharma UK Limited		100	%
Ardea Biosciences Limited		100	%
Astra Pharmaceuticals Limited		100	%
AstraPharm		100	%
AstraZeneca China UK Limited		100	%
AstraZeneca Death In Service Trustee Limited		100	%
AstraZeneca Employee Share Trust Limited		100	%
AstraZeneca Finance Limited		100	%
AstraZeneca Intermediate Holdings Limited^6^		100	%
AstraZeneca Investments Limited		100	%
AstraZeneca Japan Limited		100	%
AstraZeneca Nominees Limited		100	%
AstraZeneca Quest Limited		100	%
AstraZeneca Share Trust Limited		100	%
AstraZeneca Sweden Investments Limited		100	%
AstraZeneca Treasury Limited		100	%
AstraZeneca UK Limited		100	%
AstraZeneca US Investments Limited^6^		100	%
AZENCO4 Limited		100	%
AZENCO6 Limited		100	%
Cambridge Antibody Technology Group Limited		100	%
Evinova Limited		100	%
KuDOS Horsham Limited		100	%
KuDOS Pharmaceuticals Limited		100	%
Syntimmune Limited		100	%
Zenco (No. 8) Limited		100	%
Zeneca Finance (Netherlands) Company		100	%
MedImmune Limited		100	%
1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge, CB2 0AA, United Kingdom
MedImmune U.K. Limited		100	%
Plot 6, Renaissance Way, Boulevard Industry Park, Liverpool, L24 9JW, United Kingdom

United States
Acerta Pharma LLC^7^		100	%
121 Oyster Point Boulevard, South San Francisco, CA 94080, United States
Alexion Pharmaceuticals, Inc.		100	%
Achillion Pharmaceuticals Inc.		100	%
Alexion US1 LLC^7^		100	%
Syntimmune LLC7		100	%
TeneoTwo, Inc.		100	%
121 Seaport Boulevard Boston, MA 02210, United States
AlphaCore Pharma, LLC^7, 12^		100	%
333 Parkland Plaza, Suite 5, Ann Arbor, MI 48103, United States
Amolyt Pharma Inc.		100	%
185 Alewife Brook Pkwy, Suite 210, Cambridge, MA 02138, United States
Amylin Ohio LLC^7^		100	%
Amylin Pharmaceuticals, LLC^7^		100	%

F-64

Ardea Biosciences, Inc.	100	%
AstraZeneca Collaboration Ventures, LLC^7^	100	%
AstraZeneca Finance and Holdings Inc.	100	%
AstraZeneca Finance LLC^7^	100	%
AstraZeneca Pharmaceuticals LP^8^	100	%
Atkemix Nine Inc.	100	%
Atkemix Ten Inc.	100	%
AZ Biotech Holdings, Inc.	100	%
Cincor Pharma Inc.	100	%
Corpus Christi Holdings Inc.	100	%
LogicBio Therapeutics, Inc.	100	%
Omthera Pharmaceuticals, Inc.	100	%
Optein, Inc.	100	%
Stauffer Management Company LLC^7^	100	%
Zeneca Inc.	100	%
Zeneca Holdings Inc.	100	%
Zeneca Wilmington Inc.^6^	100	%
1800 Concord Pike, Wilmington, DE 19803, United States
AZ-Mont Insurance Company	100	%
100 Bank Street, Suite 630, Burlington, VT 05401, United States
Caelum Biosciences Inc.	100	%
1200 Florence Columbus Road, Bordentown, NJ 08505, United States
Evinova Inc.	100	%
101 Orchard Ridge Drive, Gaithersburg, MD 20878, United States
Fusion Pharmaceuticals US Inc.	100	%
2 International Place, Suite 2310, Boston, MA 02110, United States
Gracell Biopharmaceuticals, Inc.	100	%
530 Lytton Avenue, 2nd Floor, Palo Alto, CA 94301, United States
Icosavax, Inc.	100	%
1930 Boren Avenue, Suite 1000, Seattle, WA 98101, United States
MedImmune, LLC^7^	100	%
MedImmune Ventures, Inc.	100	%
One MedImmune Way, Gaithersburg, MD 20878, United States
Modella AI, Inc.	100	%
72, Winthrop Street, Charlestown, MA 02129, United States
Pearl Therapeutics, Inc.	100	%
200 Cardinal Way, Redwood City, CA 94063, United States
Portola Pharmaceuticals LLC^7^	100	%
ZS Pharma, Inc.	100	%
1100 Park Place, Suite 300, San Mateo, CA 94403, United States


At 31 December 2025		Group Interest
Uruguay
AstraZeneca S.A.		100	%
Yaguarón 1407 of 1205, 11.100, Montevideo, Uruguay

Venezuela
AstraZeneca Venezuela S.A.		100	%
Gotland Pharma S.A.		100	%
Av. La Castellana, Torre La Castellana, Piso 5, Oficina 5-G, 5-H, 5-I, Urbanización La Castellana, Municipio Chacao, Estado Bolivariano de Miranda, Venezuela

Vietnam
AstraZeneca Vietnam Company Limited		100	%
18th Floor, A&B Tower, 76 Le Lai, Ben Thanh Ward, District 1, Ho Chi Minh City, Vietnam
---	---	---	---

Subsidiaries where the effective interest is less than 100%
Algeria
AstraZeneca Algeria Pharmaceutical Industries SPA		49	%
N° 20, Micro Zone d’Activité Hydra, Centre des Affaires Dar El Madina, Bloc A, 6th Floor, Hydra, Algiers, Algeria

India
AstraZeneca Pharma India Limited^4^		75	%
Block N1, 12th Floor, Manyata Embassy Business Park, Rachenahalli, Outer Ring Road, Bangalore-560 045, India

United States
VaxNewMo, LLC^9, 10^		19.66	%
4447 McPherson Avenue, St. Louis, MO 63108, United States

Joint Ventures
Hong Kong
IHP HK Holdings Limited (in liquidation)		50	%
Unit 1402, 14th Floor, Henley Building, No. 5 Queen’s Road Central, Hong Kong

United States
Montrose Chemical Corporation of California		50	%
Suite 380, 600 Ericksen Ave N/E, Bainbridge Island, WA 98110, United States

Significant Holdings
China
Dizal (Jiangsu) Pharmaceutical Co., Ltd.		23.71	%
Room 404, 405, 416, Building C, Huirong Business Plaza, 26 Hefeng Road, Xinwu City, Jiangsu 214028, China
Wuxi AstraZeneca-CICC Venture Capital Partnership (Limited Partnership)		22.13	%
Room 808, 8F, Building 99-2 Linghu Avenue, Xinwu District, Wuxi, Jiangsu, China

United States
C.C. Global Chemicals Company		37.50	%
P.O. Box 7, MS2901, TX 76101-0007, United States

Associated Holdings
Cayman Islands
Fuse Biosciences (Cayman) Limited^10^		18.75	%
Palm Grove Unit 4, 265 Smith Road, George Town, P.O. Box 52A Edgewater Way, #1653, Grand Cayman KY1-9006, Cayman lslands
HBM Holdings Limited		8.78	%
P.O. Box 472, Harbour Place, 2nd Floor, 103 South Church Street, George Town, Grand Cayman, KY1-1106, Cayman Islands

France
---	---	---	---
Medetia SAS^10^		10	%
Institute Imagine, 24 Boulevard du Montparnasse, 75015 Paris, France
Cellectis S.A.^1^		43.85	%
8, rue de la Croix Jarry, 75013 Paris, France

Israel
AION Labs Innovation Lab Ltd.		19.23	%
CombinAble.AI Ltd.^10^		11.25	%
ProPhet Bio Ltd.^10^		11.70	%
Renasis Bio Ltd.^10^		11.25	%
TenAces Biosciences Ltd.^10^		12.50	%
4 Oppenheimer Street, Building B, Rehovot, 7670104, Israel

Sweden
Swedish Orphan Biovitrum AB (publ)		9.72	%
Norra Stationsgatan 93A, Stockholm, Sweden
OnDosis AB		19.80	%
GoCo House, 5 tr, Gemenskapens gata 9, 431 53 Mölndal, Sweden
CCRM Nordic AB		19.90	%
Förändringens Gata 10, 431 53 Mölndal, Sweden
Sferical AI Holding AB^11^		20.00	%
Arsenalsgatan 8C, Box 16066, 103 22 Stockholm, Sweden

United Kingdom
Niox Group plc		15.82	%
Magdalen Centre, 1 Robert Robinson Ave, Science Park, Oxford, OX4 4GA, United Kingdom

United States
AbMed Corporation^1^		18.00	%
68 Cummings Park Drive, Woburn, MA 01801, United States
Amani Therapeutics, Inc.^10^		15.00	%
251 Little Falls Drive, Wilmington, DE 19808, United States
Pathos AI, Inc^10^		11.26	%
600 W Chicago Ave, 510 Chicago, IL 60654, United States
Regio Biosciences, Inc.^10^		19.54	%
5237 River Road, #361 Bethesda, MD 20816, United States




Employee Benefit Trusts
The AstraZeneca Employee Benefit Trust
AstraZeneca PSP/GRSP EBP for Canadian Employees

1	Ownership held in ordinary and preference shares.
2	Ownership held by way of capital contribution.
---	---
3	10% directly held by AstraZeneca PLC.
---	---
4	Accounting year end is 31 March.
---	---
5	Accounting year end is 30 June.
---	---
6	Directly held by AstraZeneca PLC.
---	---
7	Ownership held as membership interest.
---	---
8	Ownership held as partnership interest.
---	---
9	Consolidated due to Zeneca Inc. having an option to acquire.
---	---
10	Ownership held in preference shares.
---	---
11	7.14% voting rights and preference shares.
---	---
12	Liquidated on 09 January 2026.
---	---

F-65

Exhibit 2.1

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

As of December 31, 2025, AstraZeneca PLC (“AZ,” the “Company,” “we,” “us” and “our”) had the following series of securities registered pursuant to Section 12(b) of the Act:


Title of each class		Trading symbol(s)		Name of each exchange on which registered
Ordinary Shares of 25¢ each				The New York Stock Exchange
0.700% Notes due 2026		AZN 26		New York Stock Exchange
1.200% Notes due 2026		AZN 26A		New York Stock Exchange
3.125% Notes due 2027		AZN 27A		New York Stock Exchange
4.800% Notes due 2027		AZN 27B		New York Stock Exchange
1.750% Notes due 2028		AZN 28		New York Stock Exchange
4.875% Notes due 2028		AZN 28A		New York Stock Exchange
4.000% Notes due 2029		AZN 29		New York Stock Exchange
4.850% Notes due 2029		AZN 29A		New York Stock Exchange
1.375% Notes due 2030		AZN 30		New York Stock Exchange
4.900% Notes due 2030		AZN 30A		New York Stock Exchange
2.250% Notes due 2031		AZN 31		New York Stock Exchange
4.900% Notes due 2031		AZN 31A		New York Stock Exchange
4.875% Notes due 2033		AZN 33		New York Stock Exchange
5.000% Notes due 2034		AZN 34		New York Stock Exchange
6.450% Notes due 2037		AZN 37		New York Stock Exchange
4.000% Notes due 2042		AZN 42		New York Stock Exchange
4.375% Notes due 2045		AZN 45		New York Stock Exchange
4.375% Notes due 2048		AZN 48		New York Stock Exchange
2.125% Notes due 2050		AZN 50		New York Stock Exchange
3.000% Notes due 2051		AZN 51		New York Stock Exchange

Capitalized terms used but not defined herein have the meanings given to them in AZ’s annual report on Form 20-F for the fiscal year ended December 31, 2025.

ORDINARY SHARES

The following description of our ordinary shares is a summary and does not purport to be complete. It is subject to and qualified in its entirety by AZ’s articles of association as adopted at the Annual General Meeting (“AGM”) on November 3, 2025, and by the Companies Act 2006 and any other applicable English law concerning companies, as amended from time to time.

A copy of AZ’s articles of association is filed as an exhibit to AZ’s annual report on Form 20-F for the fiscal year ended December 31, 2025, as Exhibit 1.1.

General

As at December 31, 2025 there were 1,550,907,927 ordinary shares of 25¢ each and 50,000 redeemable preference shares in issue. The ordinary shares represent 99.99% and redeemable preference shares represent 0.01% of the Company’s total share capital. Our ordinary shares are listed on the London Stock Exchange (LSE), the Nasdaq Stockholm, and the New York Stock Exchange.

Under English law, persons who are neither residents nor nationals of the United Kingdom may freely hold, vote and transfer AZ’s ordinary shares in the same manner and under the same rules as UK residents or nationals.

Dividend rights

Holders of AZ’s ordinary shares may, by ordinary resolution, declare dividends but may not declare dividends in excess of the amount recommended by the board. The directors may also pay interim dividends if it appears to the board that they are justified by the profits of the Company available for distribution. Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid; but no amount paid on a share in advance of the date on which a call is payable shall be treated as paid on the share. Dividends may be paid in any currency or currencies and such dividends will be calculated using an appropriate market exchange rate as determined by the directors in accordance with AZ’s articles of association.

If a dividend has not been claimed, the directors may invest the dividend or use it in some other way for the benefit of AZ until the dividend is claimed. If a dividend, an amount treated as an unclaimed dividend or other amount payable in respect of a share remains unclaimed for 12 years after the date such dividend, amount treated as an unclaimed dividend or amount payable in respect of a share was declared or became due for payment, it will be forfeited and ceases to remain owing by AZ (unless the directors decide otherwise). AZ may stop sending dividend cheques, warrants or similar financial instruments by post or otherwise to a holder if those instruments have been returned undelivered to, or left uncashed by, that holder on at least two consecutive occasions, or, following one such occasion, reasonable enquiries have failed to establish the holder’s new address. This entitlement of AZ ceases if the holder claims a dividend or cashes a dividend warrant, cheque or similar financial instrument.

AZ’s articles of association permit payment or satisfaction of a dividend wholly or partly by distribution of assets, including, without limitation, paid up shares or debentures of any other body corporate. Such action must be directed by the general meeting which declared the dividend and upon the recommendation of the directors.

The redeemable preference shares carry no rights to receive dividends.

Voting rights

Shareholders holding ordinary shares are entitled to attend and vote at the AGM or may submit a proxy voting instruction in advance (subject to certain restrictions), by following the instructions in the notice of AGM. Information relating to how shareholders can vote and attend the meeting will be included in the notice of AGM. If a shareholder holds his or her shares through a nominee account or brokerage account, the nominee account provider, bank or broker will be able to advise the shareholder of their arrangements in relation to voting and attendance.

AGMs require 21 clear days’ notice to shareholders. Subject to the Companies Act 2006, other general meetings require 14 clear days’ notice.

The necessary quorum is two shareholders present in person or by proxy or corporate representative, representing at least one-third in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares) or, at any adjourned meeting of such shareholders, one shareholder present in person or by proxy or corporate representative, whatever the amount of such shareholder’s holding, who shall be deemed to constitute a meeting.

For so long as any ordinary shares are held in a settlement system operated by DTC and the DTC Nominee holds legal title to such ordinary shares for DTC, any resolution put to the vote of a general meeting must be decided on a poll. Subject to the foregoing, a resolution put to the vote at a general meeting held partly by means of electronic facility or facilities, unless the chair of the meeting determines that it will be decided on a show of hands, will be decided on a poll. A resolution put to the vote at a general meeting will be decided on a show of hands unless before, or on the declaration of the result of, a vote on the show of hands, or on the withdrawal of any other demand for a poll, a poll is duly demanded.

A poll may be demanded by any of the following:

●	the chair of the general meeting;
●	at least five shareholders present in person or by proxy having the right to vote on the resolution;
---	---
●	any shareholder or shareholders present in person or by proxy representing not less than one-tenth of the total voting rights of all the members having the right to vote on the resolution (excluding any voting rights attached to any shares held as treasury shares); or
---	---
●	any shareholder or shareholders present in person or by proxy holding shares conferring a right to vote on the resolution, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right (excluding any shares conferring a right to vote on the resolution which are held as treasury shares).
---	---

The holders of redeemable preference shares have no rights to receive notices of, attend or vote at general meetings except in certain limited circumstances. They have one vote for every 50,000 redeemable preference shares held.

Subject to the provisions of the Companies Act and without prejudice to any special rights previously conferred on the holders of any shares or class of shares for the time being issued, any share in the Company may be classified and be issued in any currency with such preferred, deferred or other special rights, or subject to such restrictions, whether as regards dividend, return of capital, voting or otherwise, as the Company may from time to time by ordinary resolution determine (or, in the absence of any such determination, as the board may classify and determine) and the Company may issue any shares which are, or at the option of the Company or the holder are liable to be redeemed on such terms and in such manner as may be provided by these Articles.

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 to exercise voting rights in relation to, ordinary shares or to be registered holders of notes or debentures of AZ or its wholly owned subsidiaries, Zeneca Wilmington Inc. and AstraZeneca Finance LLC.

AZ is not aware of any agreements between holders of shares that may result in restrictions on the transfer of shares or that may result in restrictions on voting rights.

Directors

AZ’s articles of association provide for a board of directors, consisting (unless otherwise determined by an ordinary resolution of shareholders) of not fewer than 5 directors and not more than 16 directors, in which all powers to manage the business of AZ are vested. Directors may be elected by the members in a general meeting or appointed by AZ’s board. All directors must retire from office at the company’s AGM each year and may present themselves for election or re-election. Directors are not prohibited, upon reaching a particular age, from submitting themselves for election or re-election. Directors may also be removed before the expiration of their term of office in accordance with the provisions of the Companies Act.

The quorum for meetings of the board is a majority of the board, of whom at least four must be non-executive directors. In the absence of a quorum, the directors do not have power to determine compensation arrangements for themselves or any member of the board.

Liquidation rights

On a distribution of AZ’s assets, on a winding-up or other return of capital (subject to certain exceptions), the holders of redeemable preference shares have priority over the holders of ordinary shares to receive the capital paid up on those shares.

Pre-emption rights and new issues of shares

Subject to the provisions of the Companies Act, and without prejudice to any rights attached to any existing shares or class of shares, shares may be issued which are to be redeemed or are to be liable to be redeemed at the option of the Company or the holder. The board may determine the terms, conditions and manner of redemption of shares provided that it does so before the shares are allotted. Subject to the provisions of the Companies Act 2006, AZ has the right to redeem the redeemable preference shares at any time on giving not less than seven days’ written notice.

Subject to the provisions of the Companies Act relating to authority, pre-emption rights or otherwise and of any resolution of the Company in general meeting passed pursuant to those provisions, and, in the case of redeemable shares, the paragraph above: (a) the board has general authority to exercise all the powers of the Company to allot shares and to grant rights to subscribe for and to convert any security into shares; (b) all shares shall be at the disposal of the board; and (c) the board may reclassify, allot (with or without conferring a right of renunciation), grant options over, or otherwise dispose of them to such persons on such terms and conditions and at such times as it thinks fit.

Disclosures of interests in AZ’s shares

There are no provisions in our articles of association whereby persons acquiring, holding or disposing of a certain percentage of AZ’s shares are required to make disclosure of their ownership percentage.

Variation of rights

If, at any time, AZ’s share capital is divided into different classes of shares, the rights attached to any class of shares may be varied, subject to the provisions of the Companies Act, either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a general meeting of such holders.

Class rights are not deemed to be varied by the creation or issue of new share ranking equally with or subsequent to that share or class of shares or by the purchase or redemption by AZ of its own shares, or AZ permitting, in accordance with the Uncertificated Securities Regulations 2001 (including any modification or re-enactment of them for the time being in force), the holding of and transfer of title to shares of that or any other class in uncertificated form by means of a relevant system.

Repurchase of shares

Having regard for business investment, funding the progressive dividend policy and meeting our debt service obligations, the AZ’s board currently believes it is appropriate to continue the suspension of the share repurchase programme which was announced in 2012.

Restrictions on transfers of shares

There are no specific restrictions on the transfer of shares in the Company, which is governed by AZ’s articles of association and prevailing legislation.

DEBT SECURITIES

The following table sets for the dates of the registration statements, dates of the base prospectus, dates of issuance and issuer for each relevant series of the notes (“Notes”).

Each series of notes listed on the New York Stock Exchange and set forth on the cover page to AZ’s annual report on Form 20-F for the fiscal year ended December 31, 2025 has either been issued by (a) AstraZeneca PLC or (b) AstraZeneca Finance LLC fully and unconditionally guaranteed on an unsecured basis by AstraZeneca PLC. Each of these series of notes was issued pursuant to an effective registration statement and a related prospectus and prospectus supplement (if applicable) setting forth the terms of the relevant series of notes. Unless otherwise stated or unless the context otherwise requires, references to the “Company”,” “we”,” “our” and “us” are to AstraZeneca PLC and its consolidated subsidiaries, references to AstraZeneca PLC are to AstraZeneca PLC exclusive of its subsidiaries, and references to AstraZeneca Finance are to AstraZeneca Finance LLC exclusive of its subsidiaries. Each of AstraZeneca PLC and AstraZeneca Finance, exclusive of their respective subsidiaries, is referred to as a “registrant,” and together as the “registrants.” The term “issuer” means either AstraZeneca PLC or AstraZeneca Finance, exclusive of their respective subsidiaries, depending on which registrant is offering the debt securities, and the term “issuers” means both AstraZeneca PLC and AstraZeneca Finance exclusive of their respective subsidiaries. The term “Guarantor” means AstraZeneca PLC, exclusive of its subsidiaries, as guarantor of debt securities offered by AstraZeneca Finance.

The following table sets forth the dates of the registration statements, dates of the base prospectuses and dates of issuance and issuer for each relevant series of notes (the “Notes”).

Series	Registration Statement	Date of Base Prospectus	Issuer/Date of Issuance
0.700% Notes due 2026	333-234586	November 8, 2019	AstraZeneca PLC/August 6, 2020
1.200% Notes due 2026	333-256406	May 24, 2021	AstraZeneca Finance LLC/May 28, 2021
3.125% Notes due 2027	333-214756	November 22, 2016	AstraZeneca PLC/June 12, 2017
4.800% Notes due 2027	333-256406	May 24, 2021	AstraZeneca Finance LLC/February 26, 2024
1.750% Notes due 2028	333-256406	May 24, 2021	AstraZeneca Finance LLC/May 28, 2021
4.875% Notes due 2028	333-256406	May 24, 2021	AstraZeneca Finance LLC/February 28, 2023
4.000% Notes due 2029	333-214756	November 22, 2016	AstraZeneca PLC/August 17, 2018
4.850% Notes due 2029	333-256406	May 24, 2021	AstraZeneca Finance LLC/February 26, 2024
1.375% Notes due 2030	333-234586	November 8, 2019	AstraZeneca PLC/August 6, 2020
4.900% Notes due 2030	333-256406	May 24, 2021	AstraZeneca Finance LLC/February 28, 2023
2.250% Notes due 2031	333-256406	May 24, 2021	AstraZeneca Finance LLC/May 28, 2021
4.900% Notes due 2031	333-256406	May 24, 2021	AstraZeneca Finance LLC/February 26, 2024
4.875% Notes due 2033	333-256406	May 24, 2021	AstraZeneca Finance LLC/February 28, 2023
5.000% Notes due 2034	333-256406	May 24, 2021	AstraZeneca Finance LLC/February 26, 2024
6.450% Notes due 2037	333-145848	August 31, 2007	AstraZeneca PLC/September 12, 2007
4.000% Notes due 2042	333-171306	December 21, 2010	AstraZeneca PLC/September 18, 2012
4.375% Notes due 2045	333-192551	November 26, 2013	AstraZeneca PLC/November 16, 2015
4.375% Notes due 2048	333-214756	November 22, 2016	AstraZeneca PLC/August 17, 2018
2.125% Notes due 2050	333-234586	November 8, 2019	AstraZeneca PLC/August 6, 2020
3.000% Notes due 2051	333-256406	May 24, 2021	AstraZeneca PLC/May 28, 2021

The following descriptions of the Notes are summaries and do not purport to be complete and are qualified in their entirety by the full terms of the applicable Notes.

The Prospectus Supplement sections below describe the specific financial and legal terms of the respective Notes, and supplements the more general descriptions under “Description of Debt Securities” in the applicable Base Prospectus of the respective Notes. To the extent that the Prospectus Supplement description is inconsistent with the terms described under “Description of Debt Securities” in the applicable Base Prospectus, the description in the Prospectus Supplement supersedes that in the applicable Base Prospectus.

A.	1.200% Notes due 2026, 1.750% Notes due 2028, 4.875% Notes due 2028, 4.900% Notes due 2030, 2.250% Notes due 2031, 4.875% Notes due 2033 and 3.000% Notes due 2051

Prospectus Supplement :

DESCRIPTION OF ASTRAZENECA PLC NOTES

General

We offered $1,000,000,000 initial aggregate principal amount of 3.125% Notes due 2027 (the “2027 Notes” or the “notes”), each as a separate series of notes under the Indenture, and, as such, each series of notes vote and act, and may be redeemed, separately. The notes are governed by New York law.

The notes are unsecured, unsubordinated indebtedness of AstraZeneca PLC and rank equally with all of AstraZeneca PLC’s other unsecured and unsubordinated indebtedness from time to time outstanding.

There is no sinking fund for any series of notes. We have listed the notes on the New York Stock Exchange.

Interest Payments and Maturity

For purposes of the description below, “business day” means any day which is not, in London, England or New York, New York, or the place of payment of amounts payable in respect of the notes, a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or obligated by law, regulation or executive order to close. A “London business day” is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

2027 Notes

Maturity. The entire principal amount of the 2027 Notes will mature and become due and payable, together with any accrued and unpaid interest, on June 12, 2027.

Interest Rate. The 2027 Notes will bear interest from their respective original issue date until their principal amount is paid or made available for payment, at a rate equal to 3.125% per annum, calculated on the basis of a 360-day year and twelve 30-day months.

Interest Payment Dates. Interest on the 2027 Notes will be paid semi-annually in arrears on June 12 and December 12 of each year, commencing December 12, 2017 (each a “Fixed Rate Interest Payment Date”). However, if a Fixed Rate Interest Payment Date would fall on a day that is not a business day, the Fixed Rate Interest Payment Date will be postponed to the next succeeding day that is a business day, but no additional interest shall be paid unless we fail to make payment on such date.

Interest Periods. The first interest period for the 2027 Notes will be the period from and including the issue date to but excluding the first Fixed Rate Interest Payment Date. Thereafter, the interest periods for the 2027 Notes will be the periods from and including the Fixed Rate Interest Payment Dates to but excluding the immediately succeeding Fixed Rate Interest Payment Date (together with the first interest period, each a “Fixed Rate Interest Period”). The final Fixed Rate Interest Period will be the period from and including the Fixed Rate Interest Payment Date immediately preceding the maturity date to the maturity date.

Redemption

Notice by DTC to participating institutions and by these participants to street name holders of indirect interests in the notes will be made according to arrangements among them and may be subject to statutory or regulatory requirements.

Optional Redemption

We may redeem the notes, in whole or in part, from time to time as follows: (i) prior to the Par Call Date (as set forth below), at a redemption price equal to the greater of (A) 100% of the principal amount of the notes to be redeemed, and (B) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus the Make-Whole Spread (as set forth below) and (ii) on or after the Par Call Date, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus, in each case, accrued interest thereon to but excluding the date of redemption.

In connection with such optional redemption, the following defined terms apply:

●	“Comparable treasury issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the applicable series of notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such series of notes (assuming for this purpose that such series of notes matured on the applicable Par Call Date).
●	“Comparable treasury price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the reference treasury dealer quotations for such redemption date, after excluding the highest and lowest such reference treasury dealer quotations, or (ii) if the Quotation Agent obtains fewer than three such reference treasury dealer quotations, the average of all such quotations.
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●	“Make-Whole Spread” means, with respect to, the 2027 Notes, 15 basis points.
---	---
●	“Par Call Date” means, with respect to the 2027 Notes, March 12, 2027.
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●	“Quotation Agent” means the reference treasury dealer appointed by us.
---	---
●	“Reference treasury dealer” means (i) each of Barclays Capital Inc., HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, and their respective successors or affiliates; provided, however, that if the foregoing shall cease to be a primary US government securities dealer in New York City (a “primary treasury dealer”), we shall substitute therefor another primary treasury dealer; and (ii) any other primary treasury dealer selected by us.
---	---
●	“Reference treasury dealer quotations” means, with respect to each reference treasury dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by such reference treasury dealer at 5:00 p.m., Eastern Standard Time, on the third business day preceding such redemption date.
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●	“Treasury rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the comparable treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date.
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Optional Tax Redemption

This means we may repay any one or each series of notes early. We discuss our ability to redeem the notes in greater detail under “Description of Debt Securities — Optional Tax Redemption” in the accompanying prospectus.

Further Issuances

We may, without the consent of the holders of any series of notes, issue additional notes of each or any such series having the same ranking and same interest rate, maturity date, redemption terms and other terms as the applicable series of notes described in this prospectus supplement. Any such additional notes, together with the applicable series of notes offered by this prospectus supplement, will constitute a single series of securities under the Indenture. There is no limitation on the amount of notes or other debt securities that we may issue under such indenture.

We may offer additional notes of any series of notes with OID for US federal income tax purposes as part of a further issue. Purchasers of notes of such series after the date of any further issue will not be able to differentiate between notes sold as part of such further issue and previously issued notes. If we were to issue additional notes with OID, purchasers of notes after such further issue may be required to accrue OID with respect to their notes. This may affect the price of outstanding notes of such series following a further issue.

Purchasers are advised to consult legal counsel with respect to the implications of any future decision by us to undertake a further issue of notes of any series with OID.

Form, Denomination, Clearance and Settlement

We will issue the notes in fully registered form. Each series of notes will be represented by one or more global securities registered in the name of a nominee of DTC. The security holder will hold beneficial interests in the notes through DTC in book-entry form. The notes will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The underwriters expect to deliver the notes through the facilities of DTC on June 12, 2017. Indirect holders trading their beneficial interests in the notes through DTC must trade in DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.

Payment of principal of and interest on each series of notes, so long as the notes are represented by global securities, as discussed below, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.

Payment of Additional Amounts

We agree that any amounts to be paid by us under the notes of principal, premium and interest in respect of the notes will be paid without deduction or withholding for, any and all present and future taxes, levies, duties, assessments, imposts or other governmental charges of whatever nature imposed, assessed, levied or collected by or for the account of the government of any jurisdiction in which we are resident for tax purposes (at the time of the issuance, the UK) or any political subdivision or taxing authority of such jurisdiction, unless such withholding or deduction is required by law. If such deduction or withholding is at any time required, we will (subject to compliance by the security holder with any relevant administrative requirements) pay such additional amounts as will result in the receipt of such amounts as would have been received by the holder had no such withholding or deduction been required, provided that we will not have to pay additional amounts if:

(i)	the tax, levy, impost or other governmental charge would not have been imposed, assessed, levied or collected but for the holder’s (or certain related parties’) connection to the jurisdiction in which we are resident for tax purposes, other than by merely holding the note or by receiving principal, premium, if any, or interest, if any, on the note, or enforcing the note. These connections include where the holder or related party:
●	is or has been a domiciliary, national or resident of such jurisdiction;
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●	is or has been engaged in a trade or business in such jurisdiction;
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●	has or had a permanent establishment in such jurisdiction; or
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●	is or has been physically present in such jurisdiction;
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(ii)	the tax, levy, impost or other governmental charge would not have been imposed, assessed, levied or collected but for presentation of the note for payment, if presentation is required, more than 30 days after the security became due or payment was provided for;
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(iii)	the tax, levy, impost or other governmental charge is an estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;
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(iv)	the tax, levy, impost or other governmental charge is payable in a manner that does not involve deduction or withholding from payments on or in respect of the relevant note;
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(v)	the tax, levy, impost or other governmental charge would not have been imposed or withheld but for the failure of the holder or beneficial owner to comply with any certification, identification or other reporting requirement concerning their nationality, residence, identity or connection with any jurisdiction in which we are resident for tax purposes, as required by any treaty, statute, regulation or administrative practice of such jurisdiction as a condition to relief or exemption from such tax, levy, impost or other governmental charge;
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(vi)	the tax, levy, impost or other governmental charge is required by Sections 1471 through 1474 of the Code (“FATCA”), any current or future U.S. Treasury Regulations or rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA (an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA; or
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(vii)	any combination of the taxes referred to in (i) through (vi) above.
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In addition, no payments of additional amounts will be made with respect to any payment on a note if the holder of the note is a fiduciary, partnership or a person other than the sole beneficial owner of any payment, and, by the laws of the jurisdiction in which we are resident for tax purposes, that payment would be required for tax purposes to be included in income of a beneficiary or settlor with respect to the fiduciary, a member of that partnership or a beneficial owner who would not have been entitled to the additional amounts had that beneficiary, settlor, partner or beneficial owner been the holder of the relevant notes.

Defeasance and Discharge

We may release ourselves from any payment or other obligations on each series of notes as described under “Description of Debt Securities — Satisfaction, Discharge and Defeasance” in the Base Prospectus.

Paying and Calculation Agent

The principal corporate trust office of the trustee in The City of New York is designated as the principal paying agent. See “—Trustee” immediately below. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts. The trustee will also serve as the calculation agent with respect to the Floating Rate Notes pursuant to a Calculation Agency Agreement to be dated as of June 12, 2017 between us and The Bank of New York Mellon.

Trustee

As a result of the transfer of JPMorgan Chase Bank’s corporate trust business to The Bank of New York Mellon (formerly known as The Bank of New York), effective October 1, 2006, The Bank of New York Mellon is the trustee under the Indenture. The trustee’s address is The Bank of New York Mellon, Corporate Trust Office, 101 Barclay Street, New York, NY 10286. The trustee will also serve as the paying agent for the notes and as the calculation agent with respect to the Floating Rate Notes. See “— Paying and Calculation Agent” immediately above.

Base Prospectus :

DESCRIPTION OF DEBT SECURITIES

The debt securities are unsecured obligations of AstraZeneca PLC. The debt securities will rank equally in right of payment with all of our other unsecured and unsubordinated indebtedness except for indebtedness that is preferred under applicable law.

The Trustee

The Bank of New York Mellon (as successor trustee to JPMorgan Chase Bank) is the trustee under the indenture. As trustee, it has two main roles:

●	first, it can enforce the security holder’s rights against us if we default on debt securities issued under the indenture. There are some limitations on the extent to which the trustee may act on the security holder’s behalf, described under “Defaults and Related Matters — Remedies if an event of default occurs” below; and
●	second, the trustee performs administrative duties for us, such as sending the security holder interest payments and notices.
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Types of Debt Securities

The indenture does not limit the amount of debt securities that we can issue. It provides that debt securities may be issued in one or more series up to the aggregate principal amount as we authorize from time to time. All debt securities of one series need not be issued at the same time and we may reopen any series, without the consent of a holder of that series, to issue additional debt securities of the same series.

The prospectus supplement relating to a series of debt securities will describe the following terms of the series:

●	the title of the series of debt securities;
●	the aggregate principal amount of debt securities and any limit on the aggregate principal amount of the series of debt securities;
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●	any stock exchange on which we will list the debt securities;
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●	the date or dates on which we will repay the principal amount of the series of debt securities or the method by which the date or dates will be determined;
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●	any rate or rates at which the series of debt securities will bear interest or the method by which the interest rate or rates will be determined;
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●	the date or dates from which any interest on the series of debt securities will accrue, the dates on which interest will be payable and the record dates for interest payments or the method by which such date or dates will be determined and the method by which interest will be calculated if different to a 360-day year of twelve 30-day months;
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●	the place or places where the principal and any interest on debt securities will be payable if other than the corporate trust office of the trustee in New York, New York;
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●	the price or prices at which, the period or periods within which, the currency or currencies, currency unit or composite currency in which, and the terms and conditions upon which we may redeem the series of debt securities in whole or in part;
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●	any right or obligation to redeem, repay or purchase the debt securities as a result of any sinking fund or similar provisions, or at the option of the holder of the debt securities and the period or periods within which, the price or prices at which and every other term and condition upon which the debt securities will be redeemed, repaid or purchased;
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●	the denominations in which debt securities of the series are issuable, if other than denominations of $2,000 and any whole multiple of $1,000 in excess thereof;
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●	the portion of the principal amount of the series of debt securities payable if an acceleration of the maturity of the debt securities is declared, if other than the principal amount;
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●	the currency, including any composite currency, of payment of the principal, premium, if any, and interest on the series of debt securities if other than US dollars;
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●	whether we or a holder of debt securities may elect to have the principal, premium, if any, or interest on the series of debt securities paid in a currency or composite currency other than the currency in which the debt securities are stated to be payable, and if so, any election period and the terms and conditions governing such an election;
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●	whether we will be required to pay additional amounts for withholding taxes or other governmental charges and, if applicable, a related right to an optional tax redemption for such a series;
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●	any index used to determine the amount of payment of principal, premium, if any, and interest on the series of debt securities and how these amounts will be determined if they are not fixed when the debt securities are issued;
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●	the forms of the series of debt securities;
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●	the applicability of the provisions described later under “— Satisfaction, Discharge and Defeasance”;
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●	any authenticating or paying agents, transfer agents or registrars or any other agents acting in connection with the debt securities other than the trustee;
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●	if applicable, a discussion of any additional or alternative material US federal income and UK tax considerations; and
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●	any other special features of the series of debt securities.
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We may issue the debt securities as original issue discount securities, which are debt securities offered and sold at a substantial discount to their stated principal amount.

Overview of the Remainder of this Description

The remainder of this description summarizes:

●	Additional mechanics relevant to the debt securities under normal circumstances, such as how the security holder transfers ownership and where we make payments.
●	The security holder’s right to receive payment of additional amounts due to changes in the tax withholding requirements of various jurisdictions.
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●	The security holder’s rights under several special situations, such as if we merge with another company or if we want to redeem the debt securities for tax reasons.
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●	Covenants contained in the indenture that restrict our ability to incur liens and undertake sale and leaseback transactions. A particular series of debt securities may have different covenants.
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●	The security holder’s rights if we default.
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●	The security holder’s rights if we want to modify the indenture.
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●	Our relationship with the trustee.
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Additional Mechanics

Exchange and Transfer

The debt securities will be issued only in fully registered form without interest coupons in denominations of $2,000 or whole multiples of $1,000 in excess thereof. The security holder may have his or her debt securities broken into more debt securities of smaller denominations of whole multiples of $1,000 (but not less than a minimum denomination of $2,000) or combined into fewer debt securities of larger denominations of whole multiples of $1,000, as long as the total principal amount is not changed. This is called an exchange.

The security holder may exchange or transfer registered debt securities at the office of the trustee. The trustee acts as our agent for registering debt securities in the names of holders and for transferring registered debt securities. We may change this appointment to another entity or perform the service ourselves. The entity performing the role of maintaining the list of registered holders is called the security registrar. It will also register transfers of the registered debt securities.

The security holder may not exchange his or her registered debt securities for bearer securities.

There will be no service charge for any exchange or registration of transfer of the debt securities, but we may require payment of an amount sufficient to cover any tax or other governmental charge imposed in connection with any exchange or registration of transfer.

The transfer or exchange of a registered debt security may be made only if the security registrar is satisfied with the security holder’s proof of ownership.

If the debt securities are redeemable and we redeem less than all of the debt securities of a particular series, we may block the transfer or exchange of debt securities during a specified period of time in order to freeze the list of holders to prepare the mailing. The period begins 15 days before the day we first mail the notice of redemption and ends on the day of that mailing. We may also refuse to register transfers or exchanges of debt securities selected or called for redemption. However, we will continue to permit transfers and exchanges of the unredeemed portion of any security being partially redeemed.

Payment and Paying Agents

We will pay interest to the security holder if he or she is a direct holder of debt securities at the close of business on a particular day in advance of each due date for interest, even if the security holder no longer owns the security on the interest due date. That particular day, usually about two weeks in advance of the interest due date, is called the record date and is stated in the applicable prospectus supplement.

Unless provided otherwise in the applicable prospectus supplement, we will pay interest, principal and any other money due on debt securities in registered form at the corporate trust office of The Bank of New York Mellon (as successor paying agent to JPMorgan Chase Bank) in the Borough of Manhattan, The City and State of New York as paying agent for the debt securities. That office is located at The Bank of New York Mellon, 101 Barclay Street, New York, New York 10286. At our option, we may pay interest on any debt securities by check mailed to the registered holders.

Some of the debt securities may be denominated, and payments may be made, in currencies other than US dollars or in composite currencies. A summary of any special considerations which apply to these debt securities is in the applicable prospectus supplement.

Street name and other indirect holders should consult their banks or brokers for information on how they will receive payments.

We may arrange for additional payment offices, or may cancel or change these offices, including our use of the trustee’s corporate trust office. These offices are called paying agents. We may also choose to act as our own paying agent, but must always maintain a paying agency in the Borough of Manhattan, The City and State of New York. Whenever there are changes in the paying agents for any particular series of debt securities we must notify the trustee.

Payment of Additional Amounts

Unless provided otherwise in the applicable prospectus supplement, we agree that any amounts to be paid by us under any series of debt securities of principal, premium and interest in respect of the debt securities will be paid without deduction or withholding for, any and all present and future taxes, levies, duties, assessments, imposts or other governmental charges of whatever nature imposed, assessed, levied or collected by or for the account of the government of any jurisdiction in which we are resident for tax purposes (at the time of the issuance, the UK) or any political subdivision or taxing authority of such jurisdiction, unless such withholding or deduction is required by law. If such deduction or withholding is at any time required, we will (subject to compliance by the security holder with any relevant administrative requirements) pay such additional amounts as will result in the receipt of such amounts as would have been received by the holder had no such withholding or deduction been required.

The indenture provides that we will not have to pay additional amounts in certain specified circumstances, and that those circumstances may be modified or supplemented for different series of debt securities. Unless the applicable prospectus supplement for a series of debt securities provides otherwise, debt securities issued using this prospectus will provide that we will not have to pay additional amounts if:

●	the tax, levy, impost or other governmental charge would not have been imposed, assessed, levied or collected but for the holder’s (or certain related parties’) connection to the jurisdiction in which we are resident for tax purposes, other than by merely holding the debt security or by receiving principal, premium, if any, or interest, if any, on the debt security, or enforcing the debt security. These connections include where the holder or related party:
o	is or has been a domiciliary, national or resident of such jurisdiction;
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o	is or has been engaged in a trade or business in such jurisdiction;
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o	has or had a permanent establishment in such jurisdiction; or
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o	is or has been physically present in such jurisdiction.
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●	the tax, levy, impost or other governmental charge would not have been imposed, assessed, levied or collected but for presentation of the debt security for payment, if presentation is required, more than 30 days after the security became due or payment was provided for;
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●	the tax, levy, impost or other governmental charge is an estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;
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●	the tax, levy, impost or other governmental charge is payable in a manner that does not involve deduction or withholding from payments on or in respect of the relevant debt security;
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●	the tax, levy, impost or other governmental charge would not have been imposed or withheld but for the failure of the holder or beneficial owner to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with any jurisdiction in which we are resident for tax purposes, as required by any treaty, statute, regulation or administrative practice of such jurisdiction as a condition to relief or exemption from such tax, levy, impost or other governmental charge;
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●	the holder would have been able to avoid such withholding or deduction by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form required by the relevant tax authority, a declarative, claim, certificate, document or other evidence establishing exemption therefrom;
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●	the tax, levy, impost or other governmental charge is imposed by the US or any political subdivision or taxing authority thereof or therein;
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●	the holder of the debt security is a fiduciary, partnership or a person other than the sole beneficial owner of any payment that would be required, by the laws of the jurisdiction in which we are resident for tax purposes, to be included in income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership or a beneficial owner who would not have been entitled to the additional amounts had that beneficiary, settlor, partner or beneficial owner been the holder; or
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●	any combination of the exceptions listed above.
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Mergers and Similar Events

We are generally permitted to consolidate or merge with another company or other entity that is organized under the laws of the UK, the US or any other country which is a member of the Organization for Economic Cooperation and Development. We are also generally permitted to sell or convey our property as an entirety or substantially as an entirety to such other entity. Our ability to take some of these actions is restricted in the following ways:

●	any entity succeeding us must assume our obligations in relation to the debt securities and under the indenture; and
●	if the succeeding entity is not organized under the laws of the UK or a State of the United States, the succeeding entity’s assumption of our obligations in relation to the debt securities and under the indenture must include the obligation to pay any additional amounts as described under “— Payment of Additional Amounts”.
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It is possible that the merger, sale, or lease of all or substantially all of our assets would cause a principal property of ours or of a restricted subsidiary of ours or shares of stock or indebtedness of any of our restricted subsidiaries to become subject to a lien giving other lenders preferential rights in that property over holders of debt securities. We have promised to limit these preferential rights on our property, called liens, as discussed under “— Limitation on Liens”. If a merger or other transaction would create any impermissible liens on our property, we must grant an equivalent or higher-ranking lien on the same property to the security holder and the other direct holders of the debt securities.

Optional Tax Redemption

Unless provided otherwise in the applicable prospectus supplement, we have the option to redeem the debt securities in the two situations described below. The redemption price for the debt securities, other than original issue discount debt securities, will be equal to the principal amount of the debt securities being redeemed plus accrued interest and any additional amounts due on the date fixed for redemption. The redemption price for original issue discount debt securities will be specified in the applicable prospectus supplement. We must give the security holder between 30 and 60 days’ notice before redeeming the debt securities.

The first situation is where, as a result of a change or amendment to any law or related regulation or ruling of the jurisdiction in which we are resident for tax purposes, or any change in an application or interpretation of such laws, regulations or rulings, or any change in application or interpretation of, or any execution of an amendment to, any treaty, we would have to pay additional amounts as described under “—Payment of Additional Amounts”.

This first situation applies only in the case of changes, amendments, applications, interpretations or executions that occur on or after the date specified in the prospectus supplement for the applicable series of debt securities (or if no such date is specified, the first date on which debt securities of such series were issued). If we are succeeded by another entity, the applicable jurisdiction will be the jurisdiction in which such successor is resident for tax purposes, rather than the jurisdiction in which we are resident for tax purposes, and the applicable date will be the date such entity became successor, rather than the date specified in the preceding sentence.

The second situation is where our independent legal advisor has advised us that, as a result of action taken by a taxation authority of, or any action brought in a court of competent jurisdiction in, the jurisdiction in which we are resident for tax purposes, after the date specified in the prospectus supplement for the applicable series of debt securities, we would have to pay additional amounts as described under “—Payment of Additional Amounts” and the payment of such additional amounts cannot be avoided by the use of reasonable measures available to us. If we are succeeded by another entity, the applicable jurisdiction will be the jurisdiction in which such successor is resident for tax purposes, rather than the jurisdiction in which we are resident for tax purposes and the applicable date will be the date such entity became our successor.

Covenants

Limitation on Liens

Some of our property and the property of our subsidiaries may be subject to a mortgage, pledge, assignment, charge or other legal mechanism that gives a lender preferential rights in that property over other lenders, including the security holder and the other direct holders of the debt securities, or over our general creditors if we fail to repay them. These preferential rights are generally called liens.

We undertake that we and certain of our subsidiaries, which we refer to as “restricted subsidiaries”, will not become obligated on any new debt for borrowed money that is secured by a lien on any principal property or on any shares of stock or indebtedness of any of our restricted subsidiaries unless we grant an equivalent or higher-ranking lien on the same property to the security holder and the other direct holders of the debt securities.

●	Restricted subsidiary means any wholly-owned subsidiary:
o	with substantially all of its property located within the UK or the US; and
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o	which owns a principal property;
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but does not include any wholly-owned subsidiary principally engaged in leasing or in financing installment receivables or principally engaged in financing the operations of us and our consolidated subsidiaries.

●	A wholly-owned subsidiary means any corporation in which control, directly or indirectly, of all of the stock with ordinary voting power to elect the board of directors of that corporation is owned by us, or by one or more of our wholly-owned subsidiaries or by us and one or more of our wholly-owned subsidiaries.
●	A subsidiary, with respect to any person, is any corporation in which that person owns or controls directly or indirectly at least a majority of stock with ordinary voting power to elect a majority of the board of directors.
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●	Principal property means any manufacturing plant or facility or any research facility owned by us or any restricted subsidiary. A principal property must also be located within the UK or the US and have a gross book value (before deducting any depreciation reserve) exceeding 2% of our consolidated net tangible assets. Principal property does not include:
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o	any plant or facility or research facility which in the opinion of our board of directors is not materially important to the total business conducted by us and our subsidiaries; or
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o	any portion of a property described above which, in the opinion of our board of directors, is not materially important to the use or operation of the property.
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We do not need to comply with this restriction if the amount of all debt that would be secured by liens on our principal properties and the shares of stock or indebtedness of our restricted subsidiaries is no more than 15% of our consolidated net tangible assets.

●	Our consolidated net tangible assets mean AstraZeneca PLC’s consolidated total assets, after deducting:
o	all liabilities due within one year (other than short-term borrowings and long-term debt due within one year); and
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o	all goodwill, trade names, trademarks, patents and other similar types of intangible assets as shown on the audited consolidated balance sheet contained in the latest annual report to our shareholders.
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This restriction on liens does not apply to debt secured by a number of different types of liens. These types of liens include the following:

●	any lien on property, shares of stock or indebtedness of any corporation existing at the time the corporation becomes a restricted subsidiary;
●	any lien on property or shares of stock existing at the time of acquisition of that property or those shares of stock, or to secure the payment of all or any part of the purchase price of that property or those shares of stock, or to secure any debt incurred before, at the time of, or within twelve months after, in the case of shares of stock, the acquisition of the shares of stock and, in the case of property, the later of the acquisition, completion of construction (including any improvements on an existing property) or commencement of the commercial operation of the property, where the debt is incurred to finance all or any part of the purchase price;
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●	any lien securing debt owed to us or to any of our restricted subsidiaries by us or any of our restricted subsidiaries;
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●	any lien existing at the date of the indenture;
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●	any lien on a principal property to secure debt incurred to finance all or part of the cost of improving, constructing, altering or repairing any building, equipment or facilities or of any other improvements on all or any part of that principal property, if the debt is incurred before, during, or within twelve months after completing the improvement, construction, alteration or repair;
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●	any lien on property owned or held by any corporation or on shares of stock or indebtedness of any corporation, where the lien existed either at the time the corporation is merged, consolidated or amalgamated with either us or a restricted subsidiary or at the time of a sale, lease or other disposition of all or substantially all of the property of a corporation to us or a restricted subsidiary;
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●	any lien arising by operation of law and not securing amounts more than 90 days overdue or otherwise being contested in good faith;
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●	any lien arising by operation of law over any credit balance or cash held in any account with a financial institution;
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●	any rights of financial institutions to offset credit balances in connection with the operation of cash management programs established for our benefit and/or the benefit of any restricted subsidiary;
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●	any lien incurred or deposits made in the ordinary course of business, including but not limited to:
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o	any mechanics’, materialmen’s, carriers’, workmen’s, vendors’ or other similar liens;
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o	any liens securing amounts in connection with workers’ compensation, unemployment insurance and other types of social security; and
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o	any easements, rights-of-way, restrictions and other similar charges;
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●	any liens incurred or deposits made securing the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, performance and return of money bonds and other obligations of a similar nature incurred in the ordinary course of business;
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●	any lien securing taxes or assessments or other applicable governmental charges or levies;
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●	any extension, renewal or replacement or successive extensions, renewals or replacements, in whole or in part, of any lien included in the preceding paragraphs or of any of the debt secured under the preceding paragraphs, so long as the principal amount of debt secured does not exceed the principal amount of debt secured at the time of the extension, renewal or replacement, and that the extension, renewal or replacement lien is limited to all or any part of the same property or shares of stock that secured the lien extended, renewed or replaced (including improvements on that property), or property received or shares of stock issued in substitution or exchange; and
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●	any lien in favor of us or any subsidiary of ours.
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The following types of transactions will not be deemed to create debt secured by a lien and, therefore, will also not be subject to the restriction on liens:

●

any liens on property of ours or a restricted subsidiary in favor of the US or any State of the US, or the UK, or any other country, or any political subdivision of, or any department, agency or instrumentality of, these countries or states, to secure partial, progress, advance or other payments under provisions of any contract or statute including, but not limited to, liens to secure debt of pollution control or industrial revenue bond type, or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or cost of construction of the property subject to these liens.

Limitation on Sale and Lease-Back Transactions

Neither we nor any of our restricted subsidiaries will enter into any sale and lease-back transaction involving a principal property without complying with this covenant.

A sale and lease-back transaction is an arrangement between us or a restricted subsidiary and any person in which we or the restricted subsidiary leases back for a term of more than three years a principal property that we or the restricted subsidiary has sold or transferred to that person.

We and our restricted subsidiaries may enter into sale and lease-back transactions provided that the total amount of attributable debt attributable to all sale and lease-back transactions plus other debt of ours or any of our restricted subsidiaries that is secured by liens (but excluding debt secured by liens on property that we or a restricted subsidiary would be entitled to incur, assume or guarantee without equally and ratably securing the debt securities offered by this prospectus as described under “— Limitation on Liens” above) does not exceed 15% of consolidated net tangible assets.

This restriction does not apply to any sale and lease-back transaction if:

●	we or the restricted subsidiary seeking to enter into the sale and lease-back could incur, assume or guarantee debt secured by a lien on the principal property to be leased without equally and ratably securing the debt securities offered by this prospectus as a result of one or more of the exceptions to the limitation on liens as described under “— Limitation on Liens” above;
●	within twelve months before or after the sale or transfer, regardless of whether the sale or transfer may have been made by us or a restricted subsidiary, we apply, an amount equal to the net proceeds of the sale or transfer (in the case of a sale or transfer for cash), or an amount equal to the fair value of the principal property so leased at the time of entering into the sale or transfer as determined by our board of directors (in the case of a sale or transfer otherwise than for cash), to
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o	the retirement of indebtedness for money borrowed, incurred or assumed by us or any restricted subsidiary which matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of incurring, assuming or guaranteeing such debt, or
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o	investment in any principal property or principal properties.
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This restriction on sale and lease-back transactions also does not apply to any transaction between us and a restricted subsidiary, or between restricted subsidiaries.

Attributable debt means the present value (discounted at a rate equal to the weighted average of the rate of interest on all securities then issued and outstanding under the indenture, compounded semi-annually) of our or a restricted subsidiary’s obligation for rental payments for the remaining term of any lease in a sale and lease-back transaction.

Default and Related Matters

Events of Default

A holder of debt securities of a particular series will have special rights if any event of default occurs with respect to that series and is not cured, as described later in this subsection.

What is an event of default? An event of default means any of the following:

●	Interest — default for 30 days in the payment of any installment of interest on the series of debt securities;
●	Principal — default in the payment of all or any part of the principal of the series of debt securities when such principal becomes due and payable either at maturity, upon redemption, by acceleration or otherwise;
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●	Sinking Fund Installment — default in the payment of any sinking fund installment as and when such installment becomes due and payable by the specific terms of the series of debt securities or beyond any period of grace;
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●	Covenant — breach or default by us in the performance of a covenant or warranty in respect of the debt securities of the relevant series which has not been remedied for ninety days after we receive written notice of the default from the trustee or we and the trustee receive written notice of the default from the holders of at least 25% of the principal amount of the debt securities of all affected series;
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●	Bankruptcy — certain events of bankruptcy, insolvency or reorganization affecting us; or
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●	Other — any other event of default provided in any supplemental indenture or resolution of our board of directors under which a particular series is issued or in the form of security for such series.
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No event of default described in the provisions above with respect to a particular series of debt securities will necessarily constitute an event of default with respect to any other series of debt securities and the events of default for any specific series may be modified as described in the applicable prospectus supplement.

Remedies if an event of default occurs. If an event of default, other than a “Bankruptcy” default, has occurred (but only if, in the case of a “Covenant” default, the default has occurred for less than all series of debt securities then issued under the indenture and outstanding) and has not been cured, the trustee or the holders of at least 25% of the principal amount of debt securities of the affected series (each affected series voting as a separate class) may declare the principal amount (or, if the debt securities of a series are original issue discount securities, that portion of the principal amount as may be specified in the terms of that series) of all the debt securities of that series, together with any accrued interest, to be due and payable immediately. If an event of default has occurred under “Covenant” default with respect to all of the series of debt securities then issued under the indenture and outstanding, or under “Bankruptcy” default, and has not been cured, the trustee or the holders of at least 25% of the principal amount of all the debt securities then issued under the indenture and outstanding (treated as one class) may declare the principal (or, if any debt securities are original issue discount securities, that portion of the principal amount as may be specified in the terms of that series) of all debt securities then issued under the indenture and outstanding, together with any accrued interest, to be due and payable immediately. This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of at least a majority in principal amount of the debt securities of the affected series or by at least a majority in principal amount of all the debt securities then issued under the indenture and outstanding (voting as one class), as the case may be, if certain conditions are met.

Before a declaration of acceleration of maturity, past “Covenant” defaults that do not affect all series of debt securities then issued under the indenture and outstanding may be waived by the holders of a majority in principal amount of the debt securities then outstanding of each affected series (each such series voting as a separate class). Past “Covenant” defaults that affect all series of debt securities then issued under the indenture and outstanding and past “Bankruptcy” defaults may be waived by the holders of a majority in principal amount of all the debt securities then issued under the indenture and outstanding (treated as one class). Default in the payment of principal of or interest on or any sinking fund installment of debt securities of any series or a covenant or provision of the indenture that cannot be modified or amended without the consent of the holder of each debt security affected may only be modified or amended with the consent of such holder.

Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses and liability. This protection is called an indemnity. If reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may, subject to certain limitations and conditions, direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. These majority holders may also, subject to certain limitations and conditions, direct the trustee in performing any other action under the indenture.

Before the security holder bypasses the trustee and brings his or her own lawsuit or other formal legal action or takes other steps to enforce his or her rights or protects his or her interests relating to the debt securities, the following must occur:

●	the security holder must give the trustee written notice that an event of default has occurred and remains uncured;
●	the holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action; and
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●	the trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity and the trustee has not received an inconsistent direction from the holders of a majority in principal amount of all outstanding debt securities of the relevant series during that period.
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These limitations do not apply to a suit instituted by the security holder for the enforcement of payment of the principal or interest on a debt security on or after the respective due dates.

We will file annually with the trustee on or before March 31 in each year a written statement of certain of our officers certifying that, to their knowledge, we have not defaulted on our covenants under the indenture or else specifying any default that exists.

For any series of debt securities that is a series of original issue discount securities the applicable prospectus supplement will contain provisions for the acceleration of the maturity of a portion of the principal amount of such original issue discount securities.

Modification of the Indenture and Waiver

There are three types of changes we can make to the indenture and any series of the debt securities.

Changes not requiring approval. The first type of change does not require any vote by holders of debt securities. The security holder’s consent is not required to do any of the following:

●	to transfer or pledge any property or assets to the trustee as security for any series of the debt securities;
●	to evidence the succession of any successor corporation to us as described under “Mergers and Similar Events” above;
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●	to evidence the succession of any successor trustee under the indenture or to add to or change any provisions of the indenture as necessary to provide for the appointment of an additional trustee or trustees;
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●	to add to our covenants or to add additional events of default for the benefit of the holders of any series of the debt securities;
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●	to cure any ambiguity or to correct or supplement any provision of the indenture that may be defective or inconsistent with any other provision of the indenture; or
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●	to make any other provisions with respect to matters or questions arising under the indenture as our board of directors may deem necessary or desirable and that shall not adversely affect the interests of holders of any series of the debt securities in any material respect.
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Changes requiring the approval of a majority of holders. The second type of change to the indenture and the debt securities requires a vote in favor by holders of debt securities owning at least a majority of the principal amount of all series of debt securities then outstanding and affected by such charge (each affected series voting as a separate class). In this manner, any provision of the indenture or any series of debt securities may be changed or eliminated unless the provision relates to a matter that requires the consent of each affected holder as discussed below.

Changes requiring the security holder’s approval. Third, there are changes that cannot be made to the security holder’s debt securities without the specific approval of each affected holder. The security holder’s consent is required before we could do any of the following:

●	extend the final maturity of a debt security;
●	reduce the principal amount of a debt security;
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●	reduce the rate or extend the time of payment of any interest on a debt security;
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●	reduce any amount payable on redemption of a debt security;
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●	reduce the amount of principal due and payable upon an acceleration of the maturity or provable in bankruptcy of a debt security issued at an original issue discount;
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●	impair the security holder’s right to sue for payment;
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●	impair any right of repayment at the option of the holder;
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●	reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indenture; or
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●	change in any manner adverse to the holders of the debt securities our obligations relating to the payment of principal and interest, and sinking fund payments.
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Satisfaction, Discharge and Defeasance

We may terminate our repayment and obligations on the debt securities, when:

●	we have paid or caused to be paid the principal of and interest, if any, then due and payable on all outstanding debt securities of any series; or
●	we have delivered to the trustee for cancellation all outstanding debt securities of any series; or
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●	all the outstanding debt securities of the series that have not been delivered to the trustee for cancellation have become or will become due and payable within one year and we have made arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in our name; and
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●	we have deposited with the trustee sufficient funds to pay and discharge the entire indebtedness on the series of debt securities to pay principal and interest, if any, and paid all other sums payable under the indenture.
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We may legally release ourselves from any payment or other obligations on the debt securities, except for various obligations described below, if we, in addition to other actions, put in place the following arrangements for the security holder:

●	we must deposit in trust for the security holder’s benefit and the benefit of all other direct holders of the debt securities a combination of money and government obligations that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates; and
●	we must deliver to the trustee a legal opinion of our counsel to the effect that the holders of the debt securities of that series will not recognize gain or loss for US federal income tax purposes as a result of the defeasance and will be subject to the same US federal income tax as would be the case if the defeasance did not occur.
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However, even if we take these actions, a number of our obligations relating to the debt securities will remain. These include the following obligations:

●	to register the transfer and exchange of debt securities and our right of optional redemption, if any;
●	to replace mutilated, defaced, destroyed, lost or stolen debt securities;
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●	to pay principal and interest, if any, on the original stated due dates and any remaining rights of the holders to receive sinking fund payments, if any, from funds deposited with the trustee;
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●	immunities of the trustee; and
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●	to hold money for payment in trust.
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Government obligation means securities that are:

●	direct obligations of the US or any foreign government of a sovereign state for the payment of which is pledged by the full faith and credit of the US or such foreign government; or
●	obligations of an entity controlled or supervised by and acting as an agency or instrumentality of the US or any foreign government of a sovereign state the payment of which is unconditionally guaranteed as a full faith and credit obligation of the US or such foreign government;
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and are not callable or redeemable at the option of the issuer. Government obligation also includes:

●

a depositary receipt issued by a bank or trust company as custodian for these government obligations, or specific payment of interest on or principal of these government obligations, held by such custodian for the account of the holder of a depositary receipt, provided that (except as required by law) such custodian is not authorized to make any deductions from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of these government obligations, or the specific payment of interest on or principal of these government obligations, evidenced by such depositary receipt.

Notices

We and the trustee will send notices only to direct holders, using their addresses registered in the trustee’s records.

Regardless of who acts as paying agent, all money that we pay to a paying agent that remains unclaimed at the end of two years after the amount is due to direct holders of debt securities will be repaid to us. After that two-year period, the security holder may look only to us for payment and not to the trustee, any other paying agent or anyone else.

Governing Law

The debt securities and the indenture will be governed by and construed in accordance with the laws of the State of New York.

Concerning the Trustee

The Bank of New York Mellon acts as the trustee with respect to certain debt securities of certain of our subsidiaries.

If an event of default occurs, or an event occurs that would be an event of default if the requirements for either giving us notice or our default having to exist for a specified time period were disregarded, the trustee may be considered to have a conflicting interest with respect to the debt securities or the indenture for purposes of the Trust Indenture Act of 1939. In that case, the trustee may be required to resign as trustee under the applicable indenture and we would be required to appoint a successor trustee.

B.	1.200% Notes due 2026, 1.750% Notes due 2028, 4.875% Notes due 2028, 4.900% Notes due 2030, 2.250% Notes due 2031, 4.875% Notes due 2033 and 3.000% Notes due 2051

Prospectus Supplement :

DESCRIPTION OF ASTRAZENECA PLC NOTES

General

AstraZeneca PLC offered $750,000,000 initial aggregate principal amount of 3.000% Notes due 2051 (the “AZ PLC 2051 Notes” or the “AstraZeneca PLC Notes”), as a series of AstraZeneca PLC Notes under the indenture dated May 28, 2021 between AstraZeneca PLC, as the issuer, and The Bank of New York Mellon, as trustee (the “AstraZeneca Indenture”). The AstraZeneca PLC Notes are governed by New York law.

The AstraZeneca PLC Notes are unsecured, unsubordinated indebtedness of AstraZeneca PLC and rank equally with all of AstraZeneca PLC’s other unsecured and unsubordinated indebtedness from time to time outstanding. There is no sinking fund for any series of AstraZeneca PLC Notes. We have listed the notes on the New York Stock Exchange.

Interest Payments and Maturity

For purposes of the description below, “business day” means any day which is not, in London, England or New York, New York, or the place of payment of amounts payable in respect of the AstraZeneca PLC Notes, a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or obligated by law, regulation or executive order to close. A “London business day” is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

Maturity. The entire principal amount of the AZ PLC 2051 Notes will mature and become due and payable, together with any accrued and unpaid interest, on May 28, 2051.

Interest Rate. The AZ PLC 2051 Notes bear interest from and including the original issue date to but excluding the date on which the principal amount is paid or made available for payment, at a rate equal to 3.000 % per annum, calculated on the basis of a 360-day year and twelve 30-day months.

Interest Payment Dates. Interest on the AZ PLC 2051 Notes is paid semi-annually in arrears on May 28 and November 28 of each year, commencing November 28, 2021. Each interest payment date referenced herein is referred to as an “Interest Payment Date.” However, if an Interest Payment Date would fall on a day that is not a business day, the Interest Payment Date will be postponed to the next succeeding day that is a business day, but no additional interest shall be paid unless we fail to make payment on such date (and such adjustment shall not affect the determination of any Interest Period).

Interest Periods. The first interest period for the AstraZeneca PLC Notes is the period from and including the issue date to but excluding the first Interest Payment Date. Thereafter, the interest periods for the AstraZeneca PLC Notes are the periods from and including the Interest Payment Dates to but excluding the immediately succeeding Interest Payment Date (together with the first interest period, each an “Interest Period”). The final Interest Period is the period from and including the Interest Payment Date immediately preceding the maturity date or the redemption date to but excluding the maturity or the redemption date.

Redemption

As explained below, under certain circumstances we may redeem the AstraZeneca PLC Notes before they mature. This means that we may repay them prior to maturity. The AstraZeneca PLC Notes will stop bearing interest on the applicable redemption date, even if you do not collect your money. We will give notice of any redemption we propose to make to DTC at least 10 days, but no more than 60 days, before the applicable redemption date. Notice by DTC to its participants and by these participants to street name holders of indirect interests in the AstraZeneca PLC Notes will be made according to arrangements among them and may be subject to statutory or regulatory requirements. Any redemption or notice may, at our discretion, be subject to one or more conditions precedent and, at our discretion, the redemption date may be delayed until such time as any or all such conditions precedent included at our discretion shall be satisfied (or waived by us) (even if more than 60 days after the giving of notice of redemption) or the redemption date may not occur and such notice may be rescinded if all such conditions precedent included at our discretion shall not have been satisfied (or waived by us).

We will notify the trustee of the redemption price of any series of AstraZeneca PLC Notes to be redeemed promptly after the calculation thereof, and the trustee shall have no responsibility for any calculation or determination in respect of the redemption price of any AstraZeneca PLC Notes, or any component thereof, and shall be entitled to receive, and fully protected in relying upon, an officers’ certificate from AstraZeneca PLC that states such redemption price.

Optional Redemption

We may redeem the AZ PLC 2051 Notes, in whole or in part, from time to time as follows: (i) prior to the Par Call Date (as set forth below), at a redemption price equal to the greater of (A) 100% of the principal amount of the AZ PLC 2051 Notes to be redeemed, and (B) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the AZ PLC 2051 Notes to be redeemed (assuming for this purpose that the AZ PLC 2051 Notes matured on the applicable Par Call Date and not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus the applicable Make-Whole Spread (as set forth below) and (ii) on or after the applicable Par Call Date, at a redemption price equal to 100% of the principal amount of the AZ PLC 2051 Notes to be redeemed, plus, in each case, accrued interest thereon to but excluding the date of redemption.

In connection with such optional redemption, the following defined terms apply:

●	Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the applicable series of the AstraZeneca PLC Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such series of the AstraZeneca PLC Notes (assuming for this purpose that the AZ PLC 2051 Notes matured on the Par Call Date).
●	“Comparable Treasury Price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations.
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●	“Make-Whole Spread” means, with respect to the AZ PLC 2051 Notes, 15 basis points.
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●	“Par Call Date” means, with respect to the AZ PLC 2051 Notes, November 28, 2050.
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●	“Quotation Agent” means the Reference Treasury Dealer appointed by us.
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●	“Reference Treasury Dealer” means (i) each of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC and their respective successors or affiliates; provided, however, that if the foregoing shall cease to be a primary U.S. government securities dealer in New York City (a “primary treasury dealer”), we shall substitute therefor another primary treasury dealer; and (ii) any other primary treasury dealer selected by us.
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●	“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., Eastern Time, on the third business day preceding such redemption date.
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●	“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
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Optional Tax Redemption

In the event of certain tax law changes and other limited circumstances relating to tax matters, we may redeem all, but not less than all, of the AstraZeneca PLC Notes of any series at a price equal to 100% of the principal amount of such series of AstraZeneca PLC Notes plus accrued interest thereon to but excluding the date of redemption. This means we may repay any one or each series of AstraZeneca PLC Notes prior to maturity.

Further Issuances

We may, at our option, at any time and without the consent of the then existing noteholders, reopen any series of AstraZeneca PLC Notes and issue additional AstraZeneca PLC Notes in one or more transactions after the date of this prospectus supplement with terms (other than the issuance date and, possibly, first interest payment date, original interest accrual date and issue price) identical to such series of AstraZeneca PLC Notes issued hereby. These additional AstraZeneca PLC Notes will be deemed to have been part of the applicable series of AstraZeneca PLC Notes offered hereby and will provide the holders of these additional AstraZeneca PLC Notes the right to vote together with holders of the applicable series of AstraZeneca PLC Notes issued hereby; provided, however, that if these additional AstraZeneca PLC Notes are not fungible with the applicable series of AstraZeneca PLC Notes offered hereby for U.S. federal income tax purposes, these additional AstraZeneca PLC Notes will have a different CUSIP or other identifying number.

Form, Denomination, Clearance and Settlement

We will issue the AstraZeneca PLC Notes in fully registered form. The AstraZeneca PLC Notes will be represented by one or more global securities registered in the name of a nominee of DTC. You will hold beneficial interests in the Notes through DTC in book-entry form. The AstraZeneca PLC Notes will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The underwriters expect to deliver the AstraZeneca PLC Notes through the facilities of DTC on May 28, 2021. Indirect holders trading their beneficial interests in the AstraZeneca PLC Notes through DTC must trade in DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.

Payment of principal of and interest on AstraZeneca PLC Notes, so long as the AstraZeneca PLC Notes are represented by global securities, as discussed below, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of DTC, and secondary market trading activity in such interests will therefore settle in same-day fund.

Payment of Additional Amounts

If any deduction or withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the Relevant Taxing Jurisdiction of AstraZeneca PLC or any political subdivision or taxing authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by AstraZeneca PLC under any AstraZeneca PLC Notes, AstraZeneca PLC will (subject to compliance by the holders of such AstraZeneca PLC Notes with any administrative requirements) pay such additional amounts as may be necessary in order that the net amounts paid to the holders after such deduction or withholding, shall be not less than the amounts to which the holders were entitled had no such withholding or deduction been required; provided, however, that AstraZeneca PLC shall not be required to make any payment of additional amounts for or on account of:

(i)any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that the holder (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically present in, the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or has had some connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding or ownership of the AstraZeneca PLC Note or the collection of principal, premium or interest, if any, on, or the enforcement of, the AstraZeneca PLC Note;

(ii)any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant AstraZeneca PLC Note was presented more than 30 days after the date on which such payment became due or was provided for, whichever is later;

(iii)any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;

(iv)any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant AstraZeneca PLC Note;

(v)any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the failure of the holder or beneficial owner of the relevant AstraZeneca PLC Note to comply with any certification, identification or other reporting requirements concerning the holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute, regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge;

(vi)any present or future tax, levy, impost or other governmental charge which the holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom;

(vii)any present or future tax, levy, impost or other governmental charge which is required by Sections 1471 through 1474 (“FATCA”) of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future U.S. Treasury regulations or rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA (an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service (the “IRS”) under or with respect to FATCA;

(viii)any present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment under or with respect to an AstraZeneca PLC Note to any holder of the AstraZeneca PLC Note that is a fiduciary, partnership or a person other than the sole beneficial owner of such payment or AstraZeneca PLC Note to the extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject to such tax, levy, impost or charge had that beneficiary, settlor, member or beneficial owner been the actual holder of such AstraZeneca PLC Note; or

(ix)any combination of the exceptions listed above (i) through (viii).

The Relevant Taxing Jurisdiction for AstraZeneca PLC is the jurisdiction in which it is resident for tax purposes (presently, the UK). AstraZeneca PLC will remit the full amount of any taxes withheld to the applicable taxing authorities in accordance with the applicable law. AstraZeneca PLC will also provide the trustee with documentation satisfactory to the trustee evidencing the payment of any taxes in respect of which AstraZeneca PLC has paid additional amounts. AstraZeneca PLC will provide copies of such documentation to the holders of the AstraZeneca PLC Notes upon request.

Any reference in this prospectus supplement, the AstraZeneca Indenture or the AstraZeneca PLC Notes to principal, premium or interest in respect of the AstraZeneca PLC Notes will be deemed also to refer to any additional amounts that may be payable with respect to such principal, premium or interest under the obligations referred to in this subsection.

Defeasance and Discharge

We may release ourselves from any payment or other obligations on each series of AstraZeneca PLC Notes as described under “Description of Debt Securities and Guarantees — Satisfaction, Discharge and Defeasance” in the Base Prospectus.

Paying Agent

The trustee, at its principal corporate trust office in The City of New York, is designated as the principal paying agent. See “— Trustee” immediately below. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

Trustee

The Bank of New York Mellon is the trustee under the AstraZeneca Indenture. The trustee’s current address is The Bank of New York Mellon, Corporate Trust Office, 240 Greenwich Street, New York, NY 10286. The Bank of New York Mellon will also serve as the paying agent for the AstraZeneca PLC Notes. See “— Paying Agent” immediately above.

DESCRIPTION OF ASTRAZENECA FINANCE NOTES

General

AstraZeneca Finance LLC offered $1,250,000,000 initial aggregate principal amount of 1.200% Notes due 2026 (the “AZ Finance 2026 Notes”), $1,250,000,000 initial aggregate principal amount of 1.750% Notes due 2028 (the “AZ Finance 2028 Notes”), $1,100,000,000 initial aggregate principal amount of 4.875% Notes due 2028 (the “AZ Finance 2028 A Notes”), $650,000,000 initial aggregate principal amount of 4.900% Notes due 2030 (the “AZ Finance 2030 A Notes”), $750,000,000 initial aggregate principal amount of 2.250% Notes due 2031 (the “AZ Finance 2031 Notes”) and $500,000,000 initial aggregate principal amount of 4.875% Notes due 2033 (the “AZ Finance 2033 Notes” and, together with the AZ Finance 2026 Notes, the AZ Finance 2028 Notes, the AZ Finance 2028 A Notes and the AZ Finance 2031 Notes, the “AstraZeneca Finance Notes”), each as a separate series of AstraZeneca Finance Notes under the indenture dated May 28, 2021 between AstraZeneca Finance LLC, as the issuer, AstraZeneca PLC, as the guarantor, and the Bank of New York Mellon, as trustee (the “AstraZeneca Finance Indenture”), and, as such, each series of AstraZeneca Finance Notes will vote and act, and may be redeemed, separately. The AstraZeneca Finance Notes are governed by New York law.

There is no sinking fund for any series of AstraZeneca Finance Notes. The AstraZeneca Finance Notes are listed on the New York Stock Exchange.

Guarantees

The AstraZeneca Finance Notes are unsecured, unsubordinated indebtedness of AstraZeneca Finance LLC and rank equally with all of AstraZeneca Finance LLC’s other unsecured and unsubordinated indebtedness from time to time outstanding. The AstraZeneca Finance Notes are fully and unconditionally guaranteed by AstraZeneca PLC (each, a “Guaranty” and, collectively, the “Guarantees”). The Guarantees are the unsubordinated and unsecured obligations of AstraZeneca PLC and rank equally in right of payment with all of AstraZeneca PLC’s other unsecured and unsubordinated indebtedness, including debt securities issued by AstraZeneca PLC.

Interest Payments and Maturity

For purposes of the description below, “business day” means any day which is not, in London, England or New York, New York, or the place of payment of amounts payable in respect of the AstraZeneca PLC Notes, a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or obligated by law, regulation or executive order to close. A “London business day” is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

Maturity. The aggregate principal amounts of the AZ Finance 2026 Notes, the AZ Finance 2028 Notes, the AZ Finance 2028 A Notes, the AZ Finance 2030 A Notes, the AZ Finance 2031 Notes and the AZ Finance 2033 Notes will mature and become due and payable, together with any accrued and unpaid interest, on May 28, 2026, May 28, 2028, March 3, 2028, March 3, 2030, May 28, 2031 and March 3, 2033, respectively.

Interest Rate. Each of the AZ Finance 2026 Notes, the AZ Finance 2028 Notes, the AZ Finance 2028 A Notes, the AZ Finance 2030 A Notes, the AZ Finance 2031 Notes and the AZ Finance 2033 Notes will bear interest from and including their respective original issue dates to but excluding the respective dates on which their principal amount is paid or made available for payment, at a rate equal to 1.200% 1.750,%, 4.875%, 4.900%, 2.250% and 4.875% per annum, respectively, calculated on the basis of a 360-day year and twelve 30-day months.

Interest Payment Dates. Interest on the AZ Finance 2026 Notes, the AZ Finance 2028 Notes and the AZ Finance 2031 Notes will be paid semi-annually in arrears on May 28 and November 28 of each year, commencing November 28, 2021. Interest on the AZ Finance 2028 A Notes, the AZ Finance 2030 A Notes and the AZ Finance 2033 Notes will be paid semi-annually in arrears on March 3 and September 3 of each year, commencing September 3, 2023. Each interest payment date referenced herein is referred to as an “Interest Payment Date.” However, if an Interest Payment Date would fall on a day that is not a business day, the Interest Payment Date will be postponed to the next succeeding day that is a business day, but no additional interest shall be paid unless we fail to make payment on such date (and such adjustment shall not affect the determination of any Interest Period).

Interest Periods. The first interest period for the AstraZeneca Finance Notes will be the period from and including the issue date to but excluding the first Interest Payment Date. Thereafter, the interest periods for the AstraZeneca Finance Notes will be the periods from and including the Interest Payment Dates to but excluding the immediately succeeding Interest Payment Date (together with the first interest period, each an “Interest Period”). The final Interest Period will be the period from and including the Interest Payment Date immediately preceding the maturity date or the redemption date to but excluding the maturity or the redemption date.

Redemption

As explained below, under certain circumstances AstraZeneca Finance may redeem the AstraZeneca Finance Notes before they mature. This means that AstraZeneca Finance may repay them prior to maturity. If AstraZeneca Finance redeems one series of AstraZeneca Finance Notes we will have no obligation to redeem any other series of AstraZeneca Finance Notes. Each series of AstraZeneca Finance Notes will stop bearing interest on the applicable redemption date, even if you do not collect your money. AstraZeneca Finance will give notice of any redemption we propose to make to DTC at least 10 days, but no more than 60 days, before the applicable redemption date. Notice by DTC to its participants and by these participants to street name holders of indirect interests in the AstraZeneca Finance Notes will be made according to arrangements among them and may be subject to statutory or regulatory requirements. Any redemption or notice may, at our discretion, be subject to one or more conditions precedent and, at our discretion, the redemption date may be delayed until such time as any or all such conditions precedent included at our discretion shall be satisfied (or waived by us) (even if more than 60 days after the giving of notice of redemption) or the redemption date may not occur and such notice may be rescinded if all such conditions precedent included at our discretion shall not have been satisfied (or waived by us).

We will notify the trustee of the redemption price of any series of AstraZeneca Finance Notes to be redeemed promptly after the calculation thereof, and the trustee shall have no responsibility for any calculation or determination in respect of the redemption price of any AstraZeneca Finance Notes, or any component thereof, and shall be entitled to receive, and fully protected in relying upon, an officers’ certificate from AstraZeneca Finance that states such redemption price.

Optional Redemption

AstraZeneca Finance may redeem the AZ Finance 2026 Notes, the AZ Finance 2028 Notes and the AZ Finance 2031 Notes in whole or in part, from time to time as follows: (i) prior to the applicable Par Call Date (as set forth below), at a redemption price equal to the greater of (A) 100% of the principal amount of such AstraZeneca Finance Notes to be redeemed, and (B) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on such AstraZeneca Finance Notes to be redeemed (assuming for this purpose that such series of AstraZeneca Finance Notes matured on the applicable Par Call Date and not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus the applicable Make-Whole Spread (as set forth below) and (ii) on or after the applicable Par Call Date, at a redemption price equal to 100% of the principal amount of the AstraZeneca Finance Notes to be redeemed, plus, in each case, accrued interest thereon to but excluding the date of redemption.

AstraZeneca Finance may redeem the AZ Finance 2028 A Notes, the AZ Finance 2030 A Notes and the AZ Finance 2033 Notes in whole or in part, from time to time as follows: (i) prior to the applicable Par Call Date (as set forth below), at a redemption price equal to the greater of (A) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the relevant redemption date, and (B) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the applicable redemption date (assuming the relevant Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined herein) plus the applicable Make-Whole Spread (as set forth below) less (b) interest accrued to the relevant date of redemption and (ii) on or after the applicable Par Call Date, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus, in each case, accrued interest thereon to but excluding the date of redemption.

In connection with such optional redemption, the following defined terms apply:

●	Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the applicable series of AstraZeneca Finance Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such series of AstraZeneca Finance Notes (assuming for this purpose that such series of AstraZeneca Finance Notes matured on the applicable Par Call Date).
●	“Comparable Treasury Price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations.
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●	“Make-Whole Spread” means, with respect to (i) the AZ Finance 2026 Notes, 10 basis points, (ii) the AZ Finance 2028 Notes, 10 basis points, (iii) the AZ Finance 2028 Notes, 15 basis points, (iv) the AZ Finance 2030 Notes, 15 basis points, (v) the AZ Finance 2031 Notes, 12.5 basis points and (vi) the AZ Finance 2033 Notes, 15 basis points.
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●	“Par Call Date” means, with respect to (i) the AZ Finance 2026 Notes, April 28, 2026, (ii) the AZ Finance 2028 Notes, March 28, 2028, (iii) the AZ Finance 2028 Notes, February 3, 2028, (iv) the AZ Finance 2030 Notes, January 3, 2030, (v) the AZ Finance 2031 Notes, February 28, 2031 and (vi) the AZ Finance 2033 Notes, December 3, 2032.
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●	“Quotation Agent” means the Reference Treasury Dealer appointed by us.
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●	“Reference Treasury Dealer” means (i) each of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC and their respective successors or affiliates; provided, however, that if the foregoing shall cease to be a primary U.S. government securities dealer in New York City (a “primary treasury dealer”), we shall substitute therefor another primary treasury dealer; and (ii) any other primary treasury dealer selected by us.
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●	“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., Eastern Time, on the third business day preceding such redemption date.
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●	“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
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Optional Tax Redemption

In the event of certain tax law changes and other limited circumstances relating to tax matters, AstraZeneca Finance may redeem all, but not less than all, of the AstraZeneca Finance Notes of any series at a price equal to 100% of the principal amount of such series of AstraZeneca Finance Notes plus accrued interest thereon to but excluding the date of redemption. This means we may repay any one or each series of AstraZeneca Finance Notes prior to maturity.

Further Issuances

AstraZeneca Finance LLC may, at its option, at any time and without the consent of the then existing noteholders, reopen any series of AstraZeneca Finance Notes and issue additional AstraZeneca Finance Notes in one or more transactions after the date of this prospectus supplement with terms (other than the issuance date and, possibly, first interest payment date, original interest accrual date and issue price) identical to such series of AstraZeneca Finance Notes issued hereby. These additional AstraZeneca Finance Notes will be deemed to have been part of the applicable series of AstraZeneca Finance Notes offered hereby and will provide the holders of these additional AstraZeneca Finance Notes the right to vote together with holders of the applicable series of AstraZeneca Finance Notes issued hereby; provided, however, that if these additional AstraZeneca Finance Notes are not fungible with the applicable series of AstraZeneca Finance Notes offered hereby for U.S. federal income tax purposes, these additional AstraZeneca Finance Notes will have a different CUSIP or other identifying number.

Form, Denomination, Clearance and Settlement

AstraZeneca Finance LLC will issue the AstraZeneca Finance Notes in fully registered form. Each series of AstraZeneca Finance Notes will be represented by one or more global securities registered in the name of a nominee of DTC. You will hold beneficial interests in the AstraZeneca Finance Notes through DTC in book-entry form. The AstraZeneca Finance Notes will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The underwriters expect to deliver the AZ Finance 2026 Notes, the AZ Finance 2028 Notes and the AZ Finance 2031 Notes through the facilities of DTC on May 28, 2021. The underwriters expect to deliver the AZ Finance 2028 A Notes, the AZ Finance 2030 A Notes and the AZ Finance 2033 Notes through the facilities of DTC on March 3, 2023. Indirect holders trading their beneficial interests in the AstraZeneca Finance Notes through DTC must trade in DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg. See “Clearance and Settlement” in the attached prospectus for more information about these clearing systems.

Payment of principal of and interest on each series of AstraZeneca Finance Notes, so long as the AstraZeneca Finance Notes are represented by global securities, as discussed below, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.

Payment of Additional Amounts

If any deduction or withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the Relevant Taxing Jurisdiction of AstraZeneca Finance or the Guarantor (as applicable) or any political subdivision or taxing authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by AstraZeneca Finance or the Guarantor under any AstraZeneca Finance Notes, AstraZeneca Finance or the Guarantor, as applicable, will (subject to compliance by the holders of such AstraZeneca Finance Notes with any administrative requirements) pay such additional amounts as may be necessary in order that the net amounts paid to the holders after such deduction or withholding, shall be not less than the amounts to which the holders were entitled had no such withholding or deduction been required; provided, however, that neither AstraZeneca Finance nor the Guarantor shall be required to make any payment of additional amounts for or on account of:

(i)any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that the holder (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically present in, the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or has had some connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding or ownership of the AstraZeneca Finance Note or the collection of principal, premium or interest, if any, on, or the enforcement of, the AstraZeneca Finance Note;

(ii)any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant AstraZeneca Finance Note was presented more than 30 days after the date on which such payment became due or was provided for, whichever is later;

(iii)any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;

(v)any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the failure of the holder or beneficial owner of the relevant AstraZeneca Finance Note to comply with any certification, identification or other reporting requirements concerning the holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute, regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge;

(viii)any present or future tax, levy, impost or other governmental charge which is imposed or withheld because the holder of the AstraZeneca Finance Note is (1) considered a 10% shareholder (within the meaning of Sections 871(h)(3) or 881(c)(3) of the Code) of the issuer of the AstraZeneca Finance Note or (2) a controlled foreign corporation related (within the meaning of Section 864(d)(4) of the Code) to the issuer of the AstraZeneca Finance Note;

(ix)any present or future tax, levy, impost or other governmental charge which is imposed because the holder (1) is a bank purchasing the AstraZeneca Finance Note in the ordinary course of its lending business or (2) is a bank that is neither (A) buying the AstraZeneca Finance Note for investment purposes only nor (B) buying the AstraZeneca Finance Note for resale to a third party that either is not a bank or will hold the AstraZeneca Finance Note for investment purposes only;

(x)any present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment under or with respect to a AstraZeneca Finance Note to any holder of the relevant AstraZeneca Finance Note that is a fiduciary, partnership or a person other than the sole beneficial owner of such payment or AstraZeneca Finance Note to the extent that the beneficiary or settlor with respect to the fiduciary, a member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject to such tax, levy, impost or charge had that beneficiary, settlor, member or beneficial owner been the actual holder of such AstraZeneca Finance Note; or

(xi)any combination of the exceptions listed above (i) through (x).

The Relevant Taxing Jurisdiction for AstraZeneca Finance is the jurisdiction in which it is subject to tax by reason of its organization under such jurisdiction’s laws or, if relevant, where it is resident for tax purposes (being presently the United States) and for AstraZeneca PLC, as Guarantor, is the jurisdiction in which it is resident for tax purposes (presently, the UK).

AstraZeneca Finance and the Guarantor will remit the full amount of any taxes withheld to the applicable taxing authorities in accordance with the applicable law. AstraZeneca Finance and the Guarantor will also provide the trustee with documentation satisfactory to the trustee evidencing the payment of any taxes in respect of which AstraZeneca Finance and the Guarantor have paid additional amounts. AstraZeneca Finance and the Guarantor will provide copies of such documentation to the holders of the AstraZeneca Finance Notes upon request.

Any reference in this prospectus supplement, the AstraZeneca Finance Indenture or the AstraZeneca Finance Notes to principal, premium or interest in respect of the AstraZeneca Finance Notes will be deemed also to refer to any additional amounts that may be payable with respect to such principal, premium or interest under the obligations referred to in this subsection.

Defeasance and Discharge

AstraZeneca PLC and AstraZeneca Finance may release themselves from any payment or other obligations on each series of AstraZeneca Finance Notes as described under “Description of Debt Securities and Guarantees — Satisfaction, Discharge and Defeasance” in the Base Prospectus.

Paying Agent

Trustee

The Bank of New York Mellon is the trustee under the AstraZeneca Indenture. The trustee’s current address is The Bank of New York Mellon, Corporate Trust Office, 240 Greenwich Street, New York, NY 10286. The Bank of New York Mellon will also serve as the paying agent for the AstraZeneca Finance Notes. See “— Paying Agent” immediately above.

Base Prospectus :

DESCRIPTION OF DEBT SECURITIES

The debt securities issued by AstraZeneca PLC will rank equally in right of payment with all of our other unsecured and unsubordinated indebtedness except for indebtedness that is preferred under applicable law. The debt securities issued by AstraZeneca PLC will be structurally subordinated to any indebtedness incurred by the subsidiaries of AstraZeneca PLC. as to the assets of such subsidiaries. The debt securities of AstraZeneca PLC are unsecured obligations and are not guaranteed by any of AstraZeneca PLC’s subsidiaries. The debt securities issued by AstraZeneca Finance will rank equally in right of payment with all of AstraZeneca Finance’s other unsecured and unsubordinated indebtedness except for indebtedness that is preferred under applicable law. The debt securities issued by AstraZeneca Finance will be structurally subordinated to any indebtedness incurred by the subsidiaries of AstraZeneca Finance (if any). The debt securities of AstraZeneca Finance are unsecured obligations, are guaranteed by AstraZeneca PLC, but are not guaranteed by any of AstraZeneca Finance’s subsidiaries. The debt securities of AstraZeneca Finance will be guaranteed by AstraZeneca PLC. AstraZeneca PLC’s guarantee will rank equally in right of payment with all of AstraZeneca PLC’s other unsecured and unsubordinated indebtedness, including debt securities issued by AstraZeneca PLC, except for indebtedness that is preferred under applicable law. The guarantees of AstraZeneca PLC will be structurally subordinated to any indebtedness incurred by the subsidiaries of AstraZeneca PLC as to the assets of such subsidiaries. The guarantees are unsecured obligations of AstraZeneca PLC and are not guaranteed by any of AstraZeneca PLC’s other subsidiaries.

The Trustee

The Bank of New York Mellon is the trustee under each of the indentures. As trustee, it has two main roles:

●	first, it can enforce the security holder’s rights against the applicable issuer if the applicable issuer defaults on debt securities issued under each indenture. There are some limitations on the extent to which the trustee may act on the security holder’s behalf, described under “— Defaults and Related Matters — Remedies if an event of default occurs” below; and
●	second, the trustee performs administrative duties for us, such as sending the security holder interest payments and notices.
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Types of Debt Securities

Neither of the indentures limits the amount of debt securities that the applicable issuer can issue. Each of the indentures provides that debt securities may be issued in one or more series up to the aggregate principal amount as the applicable issuer authorizes from time to time. All debt securities of one series need not be issued at the same time, and the applicable issuer may reopen any series, without the consent of a holder of that series, to issue additional debt securities of the same series.

The prospectus supplement relating to a series of debt securities will describe the following terms of the series:

●	whether the debt securities are issued by AstraZeneca PLC, AstraZeneca Finance LLC or both of them, and whether debt securities will benefit from one or more guarantees;
●	the title of the series of debt securities;
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●	the aggregate principal amount of debt securities and any limit on the aggregate principal amount of the series of debt securities;
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●	any exchange on which the debt securities will be listed;
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●	the date or dates on which the applicable issuer will repay the principal amount of the series of debt securities or the method by which the date or dates will be determined;
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●	any rate or rates at which the series of debt securities will bear interest or the method by which the interest rate or rates will be determined;
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●	the date or dates from which any interest on the series of debt securities will accrue, the dates on which interest will be payable and the record dates for interest payments and the method by which interest will be calculated if different to a 360-day year of twelve 30-day months;
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●	the place or places where the principal and any interest on debt securities will be payable if other than the corporate trust office of the trustee in New York, New York;
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●	the price or prices at which, the period or periods within which, and the terms and conditions upon which the applicable issuer may redeem the series of debt securities in whole or in part;
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●	any right or obligation to redeem, repay or purchase the debt securities as a result of any sinking fund or similar provisions, or at the option of the holder of the debt securities and the period or periods within which, the price or prices at which and every other term and condition upon which the debt securities will be redeemed, repaid or purchased;
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●	the denominations in which debt securities of the series are issuable, if other than denominations of $2,000 and any whole multiple of $1,000 in excess thereof;
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●	the portion of the principal amount of the series of debt securities payable if an acceleration of the maturity of the debt securities is declared or provable in bankruptcy, if other than the principal amount;
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●	the currency, including any composite currency, of payment of the principal, premium, if any, and interest on the series of debt securities if other than U.S. dollars;
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●	whether the applicable issuer or a holder of debt securities may elect to have the principal, premium, if any, or interest on the series of debt securities paid in a currency or composite currency other than the currency in which the debt securities are stated to be payable, and if so, any election period and the terms and conditions governing such an election;
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●	whether the applicable issuer will be required to pay additional amounts for withholding taxes or other governmental charges and, if applicable, a related right to an optional tax redemption for such a series;
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●	any index used to determine the amount of payment of principal, premium, if any, and interest on the series of debt securities and how these amounts will be determined if they are not fixed when the debt securities are issued;
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●	the forms of the series of debt securities;
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●	the applicability of the provisions described later under “— Satisfaction, Discharge and Defeasance”;
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●	any authenticating or paying agents, transfer agents or registrars or any other agents acting in connection with the debt securities other than the trustee;
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●	if applicable, a discussion of any additional or alternative material U.S. federal income and UK tax considerations; and
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●	any other special features of the series of debt securities.
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We may issue the debt securities as original issue discount securities, which are debt securities offered and sold at a substantial discount to their stated principal amount.

Guaranty

Unless otherwise provided in the prospectus supplement relating to debt securities of any series of AstraZeneca Finance, each series of AstraZeneca Finance’s debt securities shall be fully and unconditionally guaranteed by the Guarantor as to (i) the prompt payment by AstraZeneca Finance of the outstanding principal of such debt securities when and as the same shall become due, whether at the stated maturity thereof, by acceleration or otherwise, (ii) the prompt payment by AstraZeneca Finance of any interest and any premium payable with respect to the outstanding principal of all such debt securities when and as the same shall become due, whether at the stated maturity thereof, by acceleration or otherwise and (iii) the payment of all other sums owing from AstraZeneca Finance under such debt securities when and as the same shall become due, all in accordance with the terms of such debt securities and the AstraZeneca Finance indenture (the payment obligations by AstraZeneca PLC identified in subparagraphs (i) through (iii) being collectively referred to herein as the “Guaranteed Obligations”). All payments by the Guarantor shall be made in lawful money of the United States of America. Each Guaranty shall be unsecured and unsubordinated indebtedness of the Guarantor and rank equally with other unsecured and unsubordinated indebtedness for borrowed money of the Guarantor.

Each Guaranty shall terminate and be of no further force and effect (i) subject to customary contingent reinstatement provisions, upon payment in full of the aggregate principal amount of all applicable debt securities then outstanding and all other Guaranteed Obligations of the Guarantor then due and owing or (ii) upon legal or covenant defeasance of AstraZeneca Finance’s obligations in accordance with the terms of the AstraZeneca Finance indenture or the full satisfaction and discharge of the AstraZeneca Finance indenture with respect to all series of debt securities issued thereunder; provided that all Guaranteed Obligations incurred to the date of such satisfaction and discharge have been paid in full.

Under the AstraZeneca Finance indenture, the Guarantor is generally permitted to consolidate or merge with another person that is organized under the laws of the UK, a State of the U.S. or any other country which is a member of the Organization for Economic Cooperation and Development. The Guarantor is also generally permitted to sell or convey its property as an entirety or substantially as an entirety to such other entity. Its ability to take some of these actions is restricted in the following ways:

●	any successor to the Guarantor must assume the Guarantor’s obligations in relation to the Guarantees and under the AstraZeneca Finance indenture; and
●	if the succeeding entity is resident for tax purposes other than in the UK, the succeeding entity’s assumption of the Guarantor’s obligations in relation to the Guarantees and under the AstraZeneca Finance indenture must include the obligation to pay any additional amounts as described under “— Payment of Additional Amounts.”
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Each Guaranty shall provide that in the event of a default in the payment of principal of and any interest and any premium which may be payable by AstraZeneca Finance in respect of the debt securities issued by AstraZeneca Finance, the holder of such debt securities may institute legal proceedings directly against the Guarantor to enforce the Guaranty without proceeding first against AstraZeneca Finance.

Overview of the Remainder of this Description

The remainder of this description summarizes:

●	Additional mechanics relevant to the debt securities under normal circumstances, such as how the security holder transfers ownership and where the applicable issuer makes payments.
●	The security holder’s right to receive payment of additional amounts due to changes in the tax withholding requirements of various jurisdictions.
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●	The security holder’s rights under several special situations, such as if the applicable issuer merges with another company or if the applicable issuer wants to redeem the debt securities for tax reasons.
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●	Covenants contained in the applicable indenture that restrict AstraZeneca PLC’s ability to incur liens and undertake sale and leaseback transactions. A particular series of debt securities may have different covenants.
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●	The security holder’s rights if there is a default under the applicable indenture.
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●	The security holder’s rights if the applicable issuer wants to modify the indenture.
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●	The relationship of the issuers with the trustee.
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Additional Mechanics

Exchange and Transfer

The security holder may exchange or transfer registered debt securities at the office of the trustee. The trustee acts as the agent for the issuers for registering debt securities in the names of holders and for transferring registered debt securities. Each issuer may change this appointment to another entity or perform the service by itself. The entity performing the role of maintaining the list of registered holders is called the security registrar. It will also register transfers of the registered debt securities.

The security holder may not exchange his or her registered debt securities for bearer securities.

There will be no service charge for any exchange or registration of transfer of the debt securities, but the applicable issuer may require payment of an amount sufficient to cover any tax or other governmental charge imposed in connection with any exchange or registration of transfer.

The transfer or exchange of a registered debt security may be made only if the security registrar is satisfied with the security holder’s proof of ownership.

If the debt securities are redeemable and the applicable issuer redeems less than all of the debt securities of a particular series, such issuer may block the transfer or exchange of debt securities during a specified period of time in order to freeze the list of holders to prepare the mailing. The period begins 15 days before the day the applicable issuer first mails the notice of redemption and ends on the day of that mailing. The applicable issuer may also refuse to register transfers or exchanges of debt securities selected or called for redemption. However, the applicable issuer will continue to permit transfers and exchanges of the unredeemed portion of any security being partially redeemed.

Payment and Paying Agents

The applicable issuer will pay interest to the security holder if he or she is a direct holder of debt securities at the close of business on a particular day in advance of each due date for interest, even if the security holder no longer owns the security on the interest due date. That particular day, usually about two weeks in advance of the interest due date, is called the record date and is stated in the applicable prospectus supplement.

Unless provided otherwise in the applicable prospectus supplement, the applicable issuer will pay interest, principal and any other money due on debt securities in registered form at the corporate trust office of The Bank of New York Mellon in the Borough of Manhattan, The City and State of New York as paying agent for the debt securities. That office is located at The Bank of New York Mellon, 101 Barclay Street, New York, New York 10286. At its option, the applicable issuer may pay interest on any debt securities by check mailed to the registered holders.

Some of the debt securities may be denominated, and payments may be made, in currencies other than U.S. dollars or in composite currencies. A summary of any special considerations which apply to these debt securities is in the applicable prospectus supplement.

Street name and other indirect holders should consult their banks or brokers for information on how they will receive payments.

The applicable issuer may arrange for additional payment offices, or may cancel or change these offices, including the use of the trustee’s corporate trust office. These offices are called paying agents. The applicable issuer may also choose to act as its own paying agent, but must always maintain a paying agency in the Borough of Manhattan, The City and State of New York. Whenever there are changes in the paying agents for any particular series of debt securities the applicable issuer must notify the trustee.

Payment of Additional Amounts

Payment of Additional Amounts by AstraZeneca PLC

Unless provided otherwise in the applicable prospectus supplement, if any deduction or withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the Relevant Taxing Jurisdiction of AstraZeneca PLC or any political subdivision or taxing authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by AstraZeneca PLC under any series of AstraZeneca PLC debt securities, AstraZeneca PLC will (subject to compliance by holders of such AstraZeneca PLC debt securities with any administrative requirements) pay such additional amounts as may be necessary in order that the net amounts paid to the holders after such deduction or withholding, shall be not less than the amounts to which the holders are entitled had no such withholding or deduction been required; provided, however, that AstraZeneca PLC shall not be required to make any payment of additional amounts for or on account of:

●	any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that the holder (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically present in, the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or has had some connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding or ownership of the debt security or the collection of principal, premium or interest, if any, on, or the enforcement of, the debt security;
●	any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant debt security was presented more than 30 days after the date on which such payment became due or was provided for, whichever is later;
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●	any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;
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●	any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant debt security;
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●	any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the failure of the holder or beneficial owner of the relevant debt security to comply with any certification, identification or other reporting requirements concerning the holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute, regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge;
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●	any present or future tax, levy, impost or other governmental charge which the holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom;
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●	any present or future tax, levy, impost or other governmental charge which is required by Sections 1471 through 1474 (“FATCA”) of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future U.S. Treasury regulations or rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA (an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service (the “IRS”) under or with respect to FATCA;
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●	any present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment under or with respect to a debt security to any holder of the relevant debt security that is a fiduciary, partnership or a person other than the sole beneficial owner of such payment or debt security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject to such tax, levy, impost or charge had that beneficiary, settlor, member or beneficial owner been the actual holder of such debt security; or
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●	any combination of the exceptions listed above.
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Payment of Additional Amounts by AstraZeneca Finance and the Guarantor

Unless provided otherwise in the applicable prospectus supplement, if any deduction or withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the Relevant Taxing Jurisdiction of AstraZeneca Finance or the Guarantor (as applicable) or any political subdivision or taxing authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by AstraZeneca Finance or the Guarantor under any series of AstraZeneca Finance debt securities, AstraZeneca Finance or the Guarantor, as applicable, will (subject to compliance by the holders of such AstraZeneca Finance debt securities with any administrative requirements) pay such additional amounts as may be necessary in order that the net amounts paid to the holders after such deduction or withholding, shall be not less than the amounts to which the holders are entitled had no such withholding or deduction been required; provided, however, that neither AstraZeneca Finance nor the Guarantor shall be required to make any payment of additional amounts for or on account of:

●	any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that the holder (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically present in, the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or has had some connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding or ownership of the debt security or the collection of principal, premium or interest, if any, on, or the enforcement of, the debt security;
●	any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant debt security was presented more than 30 days after the date on which such payment became due or was provided for, whichever is later;
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●	any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;
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●	any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant debt security;
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●	any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the failure of the holder or beneficial owner of the relevant debt security to comply with any certification, identification or other reporting requirements concerning the holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute, regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge;
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●	any present or future tax, levy, impost or other governmental charge which the holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom;
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●	any present or future tax, levy, impost or other governmental charge which is required by Sections 1471 through 1474 (“FATCA”) of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future U.S. Treasury regulations or rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA (an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the IRS under or with respect to FATCA;
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●	any present or future tax, levy, impost or other governmental charge which is imposed or withheld because the holder of the debt security is (1) considered a 10% shareholder (within the meaning of Sections 871(h)(3) or 881(c)(3) of the Code) of the issuer of the debt security or (2) a controlled foreign corporation related (within the meaning of Section 864(d)(4) of the Code) to the issuer of the debt security;
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●	any present or future tax, levy, impost or other governmental charge which is imposed because the holder (1) is a bank purchasing the debt security in the ordinary course of its lending business or (2) is a bank that is neither (A) buying the debt security for investment purposes only nor (B) buying the debt security for resale to a third party that either is not a bank or will hold the debt security for investment purposes only;
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●	any present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment under or with respect to a debt security to any holder of the relevant debt security that is a fiduciary, partnership or a person other than the sole beneficial owner of such payment or debt security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject to such tax, levy, impost or charge had that beneficiary, settlor, member or beneficial owner been the actual holder of such debt security; or
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●	any combination of the exceptions listed above.
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The Relevant Taxing Jurisdiction for AstraZeneca PLC, as issuer or Guarantor, is the jurisdiction in which it is resident for tax purposes (presently, the UK) and for AstraZeneca Finance is the United States.

In respect of payments by either AstraZeneca PLC or AstraZeneca Finance, no additional amounts shall be paid in the event that the obligation to pay additional amounts is the result of the issuance of definitive registered securities to a holder of predecessor securities at such holder’s request upon the occurrence of an event of default and at the time payment is made definitive registered securities have not been issued in exchange for the entire principal amount of the predecessor securities.

At least 5 business days prior to each date on which any payment under or with respect to the debt securities of any series is due and payable (unless such obligation to pay additional amounts arises after the 5th business day prior to the date on which payment under or with respect to the debt securities of such series is due and payable, in which case it will be promptly thereafter), if an issuer or the Guarantor (with respect to a series of AstraZeneca Finance debt securities) will be obligated to pay additional amounts with respect to such payment, the applicable issuer or the Guarantor (with respect to such series of AstraZeneca Finance debt securities), as the case may be, will deliver to the trustee an officers’ certificate stating that such additional amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the trustee to pay such additional amounts to the holders of the debt securities of such series on the payment date.

Mergers and Similar Events

AstraZeneca PLC

AstraZeneca PLC is generally permitted to consolidate or merge with another company or other entity that is organized under the laws of the UK, a state of the U.S. or any other country which is a member of the Organization for Economic Cooperation and Development. AstraZeneca PLC is also generally permitted to sell or convey its property as an entirety or substantially as an entirety to such other entity. AstraZeneca PLC’s ability to take some of these actions is restricted in the following ways:

●	any entity succeeding us must assume our obligations in relation to the debt securities and the guarantees under the indenture; and
●	if the succeeding entity is resident for tax purposes other than in the UK, the succeeding entity’s assumption of our obligations in relation to the debt securities and guarantees under the applicable indenture must include the obligation to pay any additional amounts as described under “— Payment of Additional Amounts”.
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AstraZeneca Finance LLC

AstraZeneca Finance is generally permitted to consolidate or merge with another person that is organized under the laws of the UK, any State of the U.S. or any other country which is a member of the Organization for Economic Cooperation and Development. AstraZeneca Finance’s ability to take some of these actions is restricted in the following ways:

●	any entity succeeding AstraZeneca Finance must assume AstraZeneca Finance’s obligations in relation to the debt securities and under the AstraZeneca Finance indenture;
●	the Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that the Guaranty shall apply to AstraZeneca Finance’s successor’s obligations under AstraZeneca Finance’s debt securities and the AstraZeneca Finance indenture; and
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●	if the succeeding entity is resident for tax purposes elsewhere than the U.S., the succeeding entity’s assumption of AstraZeneca Finance’s obligations in relation to the debt securities under the applicable indenture must include the obligation to pay any additional amounts as described under “— Payment of Additional Amounts.”
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AstraZeneca Finance is also generally permitted to sell or convey its property as an entirety or substantially as an entirety to another person, and these actions are not limited under the AstraZeneca Finance indenture

Optional Tax Redemption

Unless provided otherwise in the applicable prospectus supplement, the applicable issuer has the option to redeem the debt securities in the situations described below. The redemption price for the debt securities, other than debt securities issued with original issue discount, will be equal to the principal amount of the debt securities being redeemed plus accrued interest and any additional amounts due on the date fixed for redemption. The redemption price for debt securities issued with original issue discount will be specified in the applicable prospectus supplement. The applicable issuer must give you between 10 and 60 days’ notice before redeeming the debt securities.

The first situation is where, as a result of a change or amendment to any law or related regulation or ruling of the Relevant Taxing Jurisdiction of the applicable issuer or the Guarantor or any political subdivision or taxing authority thereof or therein, or any change in an application or interpretation of such laws, regulations or rulings, or any change in application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction or a political subdivision thereof is party, (i) the applicable issuer or the Guarantor would have to pay additional amounts as described under “— Payment of Additional Amounts” or (ii) a subsidiary of the applicable issuer or the Guarantor would be required to deduct or withhold tax on any payment to the issuer or the Guarantor to enable the issuer or the Guarantor to make any payment of principal or interest in respect of the debt securities, and in either case this cannot be avoided by the use of reasonable measures available.

This first situation applies only in the case of changes, amendments, applications, interpretations or executions that become effective on or after the date specified in the prospectus supplement for the applicable series of debt securities. If the applicable issuer or the Guarantor is succeeded by another entity, the applicable jurisdiction will be the jurisdiction in which such successor is resident for tax purposes, rather than the jurisdiction in which the applicable issuer or the Guarantor is resident for tax purposes, and the applicable date will be the date such entity became the successor to the applicable issuer or the Guarantor, rather than the date specified in the preceding sentence.

The second situation is where, as a result of action taken by a taxation authority of, or any action brought in a court of competent jurisdiction in, the Relevant Taxing Jurisdiction of the applicable issuer or the Guarantor or any political subdivision or taxing authority thereof or therein, which action is taken or brought on or after the date specified in the prospectus supplement for the applicable series of debt securities, (i) the applicable issuer or the Guarantor would have to pay additional amounts as described under “— Payment of Additional Amounts” or (ii) a subsidiary of the applicable issuer or the Guarantor would be required to deduct or withhold tax on any payment to the issuer or the Guarantor to enable the issuer or the Guarantor to make any payment of principal or interest in respect of the debt securities, and in either case this cannot be avoided by the use of reasonable measures available. This second situation applies only in the case of actions taken on or after the date specified in the prospectus supplement for the applicable series of debt securities. If the applicable issuer or the Guarantor is succeeded by another entity, the applicable jurisdiction will be the jurisdiction in which such successor is resident for tax purposes, rather than the jurisdiction in which the applicable issuer or the Guarantor is resident for tax purposes, and the applicable date will be the date such entity became the successor to the applicable issuer or the Guarantor, rather than the date specified in the preceding sentence.

The third situation is where, as a result of any delivery or requirement to deliver definitive, registered securities (having used all reasonable efforts to avoid having to issue such definitive registered securities), (i) the applicable issuer or the Guarantor would have to pay additional amounts as described under “—Payment of Additional Amounts” or (ii) a subsidiary of the applicable issuer or the Guarantor would be required to deduct or withhold tax on any payment to the issuer or the Guarantor to enable the issuer or the Guarantor to make any payment of principal or interest in respect of the debt securities, and in either case this cannot be avoided by the use of reasonable measures available.

The fourth situation is where, if the person formed by a consolidation of the applicable issuer or Guarantor or into which the applicable issuer or Guarantor is merged or to which the applicable issuer or the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required to pay a holder additional amounts in respect of any tax, assessment or governmental charge which is imposed on any such holder or required to be withheld or deducted from any payment to such holder as a consequence of such consolidation, merger, conveyance, transfer or lease.

Covenants

Limitation on Liens

Some of the property of AstraZeneca PLC and its subsidiaries may be subject to a mortgage, pledge, assignment, charge or other legal mechanism that gives a lender preferential rights in that property over other lenders, including the security holders and the other direct holders of the debt securities, or over the general creditors of AstraZeneca PLC and its subsidiaries, if such lender is not repaid. These preferential rights are generally called liens.

AstraZeneca PLC undertakes that it and certain of its subsidiaries, which we refer to as “restricted subsidiaries,” will not become obligated on any new debt for borrowed money that is secured by a lien on any principal property or on any shares of stock or indebtedness of any of its restricted subsidiaries unless AstraZeneca PLC grants an equivalent or higher-ranking lien on the same property to you and the other direct holders of the debt securities.

●	Restricted subsidiary means any wholly-owned subsidiary of AstraZeneca PLC:
o	with substantially all of its property located within the UK or the U.S.; and
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o	which owns a principal property, but does not include any wholly-owned subsidiary principally engaged in leasing or in financing installment receivables or principally engaged in financing the operations of us and our consolidated subsidiaries.
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●	A wholly-owned subsidiary means any corporation in which control, directly or indirectly, of all of the stock with ordinary voting power to elect the board of directors of that corporation is owned by AstraZeneca PLC, or by one or more of its wholly-owned subsidiaries or by AstraZeneca PLC and one or more of its wholly-owned subsidiaries.
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●	A subsidiary, with respect to any person, is any corporation in which that person owns or controls directly or indirectly at least a majority of stock with ordinary voting power to elect a majority of the board of directors.
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●	Principal property means any manufacturing plant or facility or any research facility owned by AstraZeneca PLC or any restricted subsidiary. A principal property must also be located within the UK or the U.S. and have a gross book value (before deducting any depreciation reserve) exceeding 2% of AstraZeneca PLC’s consolidated net tangible assets. Principal property does not include:
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o	any plant or facility or research facility which in the opinion of our board of directors is not materially important to the total business conducted by us and our subsidiaries; or
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o	any portion of a property described above which, in the opinion of our board of directors, is not materially important to the use or operation of the property.
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AstraZeneca PLC does not need to comply with this restriction if the amount of all debt that would be secured by liens on its principal properties and the shares of stock or indebtedness of its restricted subsidiaries is no more than 15% of its consolidated net tangible assets.

●	Our consolidated net tangible assets mean AstraZeneca PLC’s consolidated total assets, after deducting:
o	all liabilities due within one year (other than short-term borrowings and long-term debt due within one year); and
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o	all goodwill, trade names, trademarks, patents and other similar types of intangible assets as shown on the audited consolidated balance sheet contained in the latest annual report to our shareholders.
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This restriction on liens does not apply to debt secured by a number of different types of liens. These types of liens include the following:

●	any lien on property, shares of stock or indebtedness of any corporation existing at the time the corporation becomes a restricted subsidiary;
●	any lien on property or shares of stock existing at the time of acquisition of that property or those shares of stock, or to secure the payment of all or any part of the purchase price of that property or those shares of stock, or to secure any debt incurred before, at the time of, or within twelve months after, in the case of shares of stock, the acquisition of the shares of stock and, in the case of property, the later of the acquisition, completion of construction (including any improvements on an existing property) or commencement of the commercial operation of the property, where the debt is incurred to finance all or any part of the purchase price;
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●	any lien securing debt owed to AstraZeneca PLC or to any of its restricted subsidiaries by AstraZeneca PLC or any of its restricted subsidiaries;
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●	any lien existing as of the date of the applicable indenture;
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●	any lien on a principal property to secure debt incurred to finance all or part of the cost of improving, constructing, altering or repairing any building, equipment or facilities or of any other improvements on all or any part of that principal property, if the debt is incurred before, during, or within twelve months after completing the improvement, construction, alteration or repair;
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●	any lien on property owned or held by any corporation or on shares of stock or indebtedness of any corporation, where the lien existed either at the time the corporation is merged, consolidated or amalgamated with either AstraZeneca PLC or a restricted subsidiary or at the time of a sale, lease or other disposition of all or substantially all of the property of a corporation to AstraZeneca PLC or a restricted subsidiary;
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●	any lien arising by operation of law and not securing amounts more than 90 days overdue or otherwise being contested in good faith;
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●	any lien arising by operation of law over any credit balance or cash held in any account with a financial institution;
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●	any rights of financial institutions to offset credit balances in connection with the operation of cash management programs established for the benefit of AstraZeneca PLC and/or for the benefit of any restricted subsidiary;
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●	any lien incurred or deposits made in the ordinary course of business, including but not limited to:
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o	any mechanics’, materialmen’s, carriers’, workmen’s, vendors’ or other similar liens;
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o	any liens securing amounts in connection with workers’ compensation, unemployment insurance and other types of social security; and
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o	any easements, rights-of-way, restrictions and other similar charges;
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●	any liens incurred or deposits made securing the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, performance and return of money bonds and other obligations of a similar nature incurred in the ordinary course of business;
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●	any lien securing taxes or assessments or other applicable governmental charges or levies;
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●	any extension, renewal or replacement or successive extensions, renewals or replacements, in whole or in part, of any lien included in the preceding paragraphs or of any of the debt secured under the preceding paragraphs, so long as the principal amount of debt secured does not exceed the principal amount of debt secured at the time of the extension, renewal or replacement, and that the extension, renewal or replacement lien is limited to all or any part of the same property or shares of stock that secured the lien extended, renewed or replaced (including improvements on that property), or property received or shares of stock issued in substitution or exchange; and
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●	any lien in favor of AstraZeneca PLC or any of its subsidiaries.
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The following types of transactions will not be deemed to create debt secured by a lien and, therefore, will also not be subject to the restriction on liens:

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any liens on property of AstraZeneca PLC or a restricted subsidiary in favor of the U.S. or any State of the U.S., or the UK, or any other country, or any political subdivision of, or any department, agency or instrumentality of, these countries or states, to secure partial, progress, advance or other payments under provisions of any contract or statute including, but not limited to, liens to secure debt of pollution control or industrial revenue bond type, or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or cost of construction of the property subject to these liens.

Limitation on Sale and Lease-Back Transactions

Neither AstraZeneca PLC nor any of its restricted subsidiaries will enter into any sale and lease-back transaction involving a principal property without complying with this covenant.

A sale and lease-back transaction is an arrangement between AstraZeneca PLC or a restricted subsidiary and any person in which AstraZeneca PLC or the restricted subsidiary leases back for a term of more than three years a principal property that AstraZeneca PLC or the restricted subsidiary has sold or transferred to that person.

AstraZeneca PLC and its restricted subsidiaries may enter into sale and lease-back transactions provided that the total amount of attributable debt attributable to all sale and lease-back transactions plus other debt of AstraZeneca PLC or any of its restricted subsidiaries that is secured by liens (but excluding debt secured by liens on property that AstraZeneca PLC or a restricted subsidiary would be entitled to incur, assume or guarantee without equally and ratably securing the debt securities offered by this prospectus as described under “— Limitation on Liens” above) does not exceed 15% of consolidated net tangible assets.

This restriction does not apply to any sale and lease-back transaction if:

●	AstraZeneca PLC or the restricted subsidiary seeking to enter into the sale and lease-back could incur, assume or guarantee debt secured by a lien on the principal property to be leased without equally and ratably securing the debt securities offered by this prospectus as a result of one or more of the exceptions to the limitation on liens as described under “— Limitation on Liens” above;
●	within twelve months before or after the sale or transfer, regardless of whether the sale or transfer may have been made by AstraZeneca PLC or a restricted subsidiary, we apply, an amount equal to the net proceeds of the sale or transfer (in the case of a sale or transfer for cash), or an amount equal to the fair value of the principal property so leased at the time of entering into the sale or transfer as determined by our board of directors (in the case of a sale or transfer otherwise than for cash), to:
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o	the retirement of indebtedness for money borrowed, incurred or assumed by AstraZeneca PLC or any restricted subsidiary which matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of incurring, assuming or guaranteeing such debt, or
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o	investment in any principal property or principal properties.
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This restriction on sale and lease-back transactions also does not apply to any transaction between AstraZeneca PLC and a restricted subsidiary, or between restricted subsidiaries.

Attributable debt means the present value (discounted at a rate equal to the weighted average of the rate of interest on all securities then issued and outstanding under the indenture, compounded semi-annually) of AstraZeneca PLC’s or a restricted subsidiary’s obligation for rental payments for the remaining term of any lease in a sale and lease-back transaction.

Default and Related Matters

Events of Default

A holder of debt securities of a particular series will have special rights if any event of default occurs with respect to that series and is not cured, as described later in this subsection.

What is an event of default? An event of default means any of the following:

●	Interest — default for 30 days in the payment of any installment of interest on the series of debt securities;
●	Principal — default in the payment of all or any part of the principal of the series of debt securities when such principal becomes due and payable either at maturity, upon redemption, by acceleration or otherwise;
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●	Sinking Fund Installment — default in the payment of any sinking fund installment as and when such installment becomes due and payable by the specific terms of the series of debt securities or beyond any period of grace;
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●	Covenant — breach or default by the applicable issuer or the Guarantor in the performance of a covenant or warranty in respect of the debt securities of the relevant series which has not been remedied for ninety days after the applicable issuer receives written notice of the default from the trustee or the applicable issuer and the trustee receive written notice of the default from the holders of at least 25% of the principal amount of the debt securities of all affected series;
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●	Bankruptcy — certain events of bankruptcy, insolvency or reorganization affecting (i) with respect to debt securities issued by AstraZeneca PLC, AstraZeneca PLC or (ii) with respect to debt securities issued by AstraZeneca Finance, AstraZeneca PLC or AstraZeneca Finance; or
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●	Other — any other event of default provided in any supplemental indenture or resolution of our board of directors under which a particular series is issued or in the form of security for such series.
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Remedies if an event of default occurs. If an event of default, other than a “Bankruptcy” default, has occurred (but only if, in the case of a “Covenant” default, the default has occurred for less than all series of debt securities then issued under the applicable indenture and outstanding) and has not been cured, the trustee or the holders of at least 25% of the principal amount of debt securities of the affected series (each affected series voting as a separate class) may declare the principal amount (or, if the debt securities of a series are original issue discount securities, that portion of the principal amount as may be specified in the terms of that series) of all the debt securities of that series, together with any accrued interest, to be due and payable immediately. If an event of default has occurred under “Covenant” default with respect to all of the series of debt securities then issued under the applicable indenture and outstanding, or under “Bankruptcy” default, and has not been cured, the trustee or the holders of at least 25% of the principal amount of all the debt securities then issued under the applicable indenture and outstanding (treated as one class) may declare the principal (or, if any debt securities are original issue discount securities, that portion of the principal amount as may be specified in the terms of that series) of all debt securities then issued under the applicable indenture and outstanding, together with any accrued interest, to be due and payable immediately. This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of at least a majority in principal amount of the debt securities of the affected series or by at least a majority in principal amount of all the debt securities then issued under the applicable indenture and outstanding (voting as one class), as the case may be, if certain conditions are met.

Before a declaration of acceleration of maturity, past “Covenant” defaults that do not affect all series of debt securities then issued under the applicable indenture and outstanding may be waived by the holders of a majority in principal amount of the debt securities then outstanding of each affected series (each such series voting as a separate class). Past “Covenant” defaults that affect all series of debt securities then issued under the applicable indenture and outstanding and past “Bankruptcy” defaults may be waived by the holders of a majority in principal amount of all the debt securities then issued under the applicable indenture and outstanding (treated as one class). Default in the payment of principal of or interest on or any sinking fund installment of debt securities of any series or a covenant or provision of the applicable indenture that cannot be modified or amended without the consent of the holder of each debt security affected may only be modified or amended with the consent of such holder.

Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the applicable indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses and liability. This protection is called an indemnity. If reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may, subject to certain limitations and conditions, direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. These majority holders may also, subject to certain limitations and conditions, direct the trustee in performing any other action under the applicable indenture.

●	the security holder must give the trustee written notice that an event of default with respect to an applicable series has occurred and remains uncured;
●	the holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action; and
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●	the trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity and the trustee has not received an inconsistent direction from the holders of a majority in principal amount of all outstanding debt securities of the relevant series during that period.
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These limitations do not apply to a suit instituted by the security holder for the enforcement of payment of the principal or interest on a debt security of a particular series on or after the respective due dates.

With respect to debt securities issued by AstraZeneca PLC, the issuer will file annually with the trustee on or before March 31 in each year a written statement of certain of its officers certifying that, to their knowledge, the issuer has not defaulted on its covenants under the applicable indenture or else specifying any default that exists. With respect to debt securities issued by AstraZeneca Finance LLC, the issuer and the Guarantor will file annually with the trustee on or before March 31 in each year a written statement of certain of their officers certifying that, to their knowledge, the issuer and the Guarantor have not defaulted on their covenants under the applicable indenture or else specifying any default that exists.

Modification of the Indentures and Waiver

There are three types of changes which the applicable issuer can make to the applicable indenture and any series of debt securities under the applicable indenture.

Changes not requiring approval. The first type of change does not require any vote by holders of debt securities. The security holder’s consent is not required to do any of the following:

●	to transfer or pledge any property or assets to the trustee as security for any series of the debt securities;
●	to evidence the succession of any successor corporation to the applicable issuer or the Guarantor as described under “Mergers and Similar Events” above;
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●	to evidence the succession of any successor trustee under the applicable indenture or to add to or change any provisions of the applicable indenture as necessary to provide for the appointment of an additional trustee or trustees;
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●	to add to the covenants or to add additional events of default for the benefit of the holders of any series of the applicable debt securities;
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●	to cure any ambiguity or to correct or supplement any provision of the applicable indenture that may be defective or inconsistent with any other provision of such indenture; or
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●	to make any other provisions with respect to matters or questions arising under the applicable indenture as the board of directors of the applicable issuer or AstraZeneca PLC, as guarantor, may deem necessary or desirable and that shall not adversely affect the interests of holders of any applicable series of the debt securities in any material respect.
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Changes requiring the approval of a majority of holders. The second type of change to either indenture and the debt securities requires a vote in favor by holders of debt securities owning at least a majority of the principal amount of all series of debt securities then outstanding and affected by such charge (each affected series voting as a separate class). In this manner, any provision of the applicable indenture or any series of debt securities may be changed or eliminated unless the provision relates to a matter that requires the consent of each affected holder as discussed below.

●	extend the final maturity of a debt security;
●	reduce the principal amount of a debt security;
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●	reduce the rate or extend the time of payment of any interest on a debt security;
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●	reduce any amount payable on redemption of a debt security;
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●	reduce the amount of principal due and payable upon an acceleration of the maturity or provable in bankruptcy of a debt security issued at an original issue discount;
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●	impair your right to sue for payment;
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●	impair any right of repayment at the option of the holder;
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●	reduce the percentage of holders of debt securities whose consent is needed to modify or amend an indenture;
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●	change in any manner adverse to the holders of the debt securities our obligations relating to the payment of principal and interest, and sinking fund payments; or
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●	with respect to the debt securities issued by AstraZeneca Finance LLC, change, in any manner adverse to the interest of holders of the debt securities, the terms and provisions of the guarantees in respect of the due and punctual payment of principal of and interest on the debt securities.
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Satisfaction, Discharge and Defeasance

The applicable issuer may terminate its repayment and obligations on a particular series of the debt securities, when:

●	such issuer has paid or caused to be paid the principal of and interest, if any, then due and payable on all outstanding debt securities of any series; or
●	such issuer has delivered to the trustee for cancellation all outstanding debt securities of any series; or
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●	all the outstanding debt securities of the series that have not been delivered to the trustee for cancellation have become or will become due and payable within one year and the applicable issuer has made arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name of the issuer; and
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●	the applicable issuer has deposited with the trustee sufficient funds to pay and discharge the entire indebtedness on the series of debt securities to pay principal and interest, if any, and paid all other sums payable under the applicable indenture.
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The applicable issuer may legally release itself from any payment or other obligations on the debt securities of a particular series, except for various obligations described below, if such issuer, in addition to other actions, puts in place the following arrangements for you:

●

the applicable issuer must deposit in trust for your benefit and the benefit of all other direct holders of the debt securities of the series a combination of money and government obligations that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates; and

●

the applicable issuer must deliver to the trustee either a legal opinion of its counsel to the effect that the holders of the debt securities of that series will not recognize gain or loss for U.S. federal income tax purposes as a result of the defeasance and will be subject to the same U.S. federal income tax as would be the case if the defeasance did not occur or a ruling to that effect received from or published by the IRS.

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However, even if the applicable issuer takes these actions, a number of obligations relating to the debt securities will remain. These include the following obligations:

●	to register the transfer and exchange of debt securities and the right of optional redemption, if any;
●	to replace mutilated, defaced, destroyed, lost or stolen debt securities;
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●	to pay principal and interest, if any, on the original stated due dates and any remaining rights of the holders to receive sinking fund payments, if any, from funds deposited with the trustee;
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●	immunities of the trustee; and
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●	to hold money for payment in trust.
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Government obligation means securities that are:

●	direct obligations of the U.S. or any foreign government of a sovereign state for the payment of which is pledged by the full faith and credit of the U.S. or such foreign government; or
●	obligations of an entity controlled or supervised by and acting as an agency or instrumentality of the U.S. or any foreign government of a sovereign state the payment of which is unconditionally guaranteed as a full faith and credit obligation of the U.S. or such foreign government,
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and are not callable or redeemable at the option of the applicable issuer.

Government obligation also includes:

●

Notices

Each applicable issuer and the trustee will send notices only to direct holders, using their addresses registered in the trustee’s records.

Regardless of who acts as paying agent, all money that the applicable issuer pays to a paying agent that remains unclaimed at the end of two years after the amount is due to direct holders of debt securities will be repaid to the applicable issuer. After that two-year period, the security holder may look only to the applicable issuer for payment and not to the trustee, any other paying agent or anyone else.

Governing Law

The debt securities, the guarantees and each of the indenture will be governed by and construed in accordance with the laws of the State of New York.

Concerning the Trustee

The Bank of New York Mellon acts as the trustee with respect to certain debt securities of certain of our subsidiaries.

If an event of default occurs, or an event occurs that would be an event of default if the requirements for either giving the applicable issuer notice or the applicable issuer’s default having to exist for a specified time period were disregarded, the trustee may be considered to have a conflicting interest with respect to the debt securities of a series or the applicable indenture for purposes of the Trust Indenture Act of 1939. In that case, the trustee may be required to resign as trustee under the applicable indenture and we would be required to appoint a successor trustee.

C.	4.000% Notes due 2029 and 4.375% Notes due 2048

Prospectus Supplement :

DESCRIPTION OF NOTES

General

We offered $1,000,000,000 initial aggregate principal amount of 4.000% Notes due 2029 (the “2029 Notes”) and $750,000,000 initial aggregate principal amount of 4.375% Notes due 2048 (the “2048 Notes”, and together with the 2029 Notes, the “Fixed Rate Notes” or the “Notes”), each as a separate series of Notes under the Indenture, and, as such, each series of Notes vote and act, and may be redeemed, separately. The Notes are governed by New York law.

The Notes are unsecured, unsubordinated indebtedness of AstraZeneca PLC and rank equally with all of AstraZeneca PLC’s other unsecured and unsubordinated indebtedness from time to time outstanding.

There is no sinking fund for any series of Notes. We have listed the Notes on the New York Stock Exchange.

Interest Payments and Maturity

For purposes of the description below, “business day” means any day which is not, in London, England or New York, New York, or the place of payment of amounts payable in respect of the Notes, a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or obligated by law, regulation or executive order to close. A “London business day” is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

Maturity. The entire principal amount of the 2029 Notes and the 2048 Notes will mature and become due and payable, together with any accrued and unpaid interest, on January 17, 2029 and August 17, 2048, respectively.

Interest Rate. Each of the 2029 Notes and the 2048 Notes will bear interest from August 17, 2018 until their principal amount is paid or made available for payment, at a rate equal to 4.000% and 4.375% per annum, respectively, calculated on the basis of a 360-day year and twelve 30-day months.

Interest Payment Dates. Interest on the 2029 Notes will be paid semi-annually in arrears on January 17 and July 17 of each year, commencing January 17, 2019 (each, a “2029 Fixed Rate Interest Payment Date”). Interest on the 2048 Notes will be paid semi-annually in arrears on February 17 and August 17 of each year, commencing February 17, 2019 (each, a “2048 Fixed Rate Interest Payment Date”, and together with each 2029 Fixed Rate Interest Payment Date, each a “Fixed Rate Interest Payment Date”). However, if a Fixed Rate Interest Payment Date would fall on a day that is not a business day, the Fixed Rate Interest Payment Date will be postponed to the next succeeding day that is a business day, but no additional interest shall be paid unless we fail to make payment on such date.

Interest Periods. The first interest period for the Fixed Rate Notes will be the period from and including the issue date to but excluding the first Fixed Rate Interest Payment Date. Thereafter, the interest periods for the Fixed Rate Notes will be the periods from and including the Fixed Rate Interest Payment Dates to but excluding the immediately succeeding Fixed Rate Interest Payment Date (together with the first interest period, each a “Fixed Rate Interest Period”). The final Fixed Rate Interest Period will be the period from and including the Fixed Rate Interest Payment Date immediately preceding the maturity date to the maturity or the redemption date.

Redemption

As explained below, under certain circumstances we may redeem the Notes before they mature. This means that we may repay them early. If we redeem one series of Notes we will have no obligation to redeem any other series. The security holder has no right to require us to redeem the Notes. Notes will stop bearing interest on the redemption date, even if the security holder does not collect his or her money. We will give notice to DTC of any redemption we propose to make at least 15 days, but no more than 30 days, before the redemption date. Notice by DTC to participating institutions and by these participants to street name holders of indirect interests in the Notes will be made according to arrangements among them and may be subject to statutory or regulatory requirements. Subject to the optional tax redemption described below, we may not redeem the Floating Rate Notes prior to maturity.

Optional Redemption

We may redeem the Fixed Rate Notes of each series, in whole or in part, from time to time as follows: (i) prior to the Par Call Date (as set forth below), at a redemption price equal to the greater of (A) 100% of the principal amount of the Fixed Rate Notes to be redeemed, and (B) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Fixed Rate Notes to be redeemed (assuming for this purpose that such series of Fixed Rate Notes matured on the applicable Par Call Date and not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus the Make-Whole Spread (as set forth below) and (ii) on or after the Par Call Date, at a redemption price equal to 100% of the principal amount of the Fixed Rate Notes to be redeemed, plus, in each case, accrued interest thereon to but excluding the date of redemption.

In connection with such optional redemption, the following defined terms apply:

●	“Comparable treasury issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the applicable series of Fixed Rate Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such series of Fixed Rate Notes (assuming for this purpose that such series of Fixed Rate Notes matured on the applicable Par Call Date).
●	“Comparable treasury price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the reference treasury dealer quotations for such redemption date, after excluding the highest and lowest such reference treasury dealer quotations, or (ii) if the Quotation Agent obtains fewer than three such reference treasury dealer quotations, the average of all such quotations.
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●	“Make-Whole Spread” means, with respect to (i) the 2029 Notes, 20 basis points and (ii) the 2048 Notes, 25 basis points.
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●	“Par Call Date” means, with respect to (i) the the 2029 Notes, October 17, 2028 and (ii) the 2048 Notes, February 17, 2048.
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●	“Quotation Agent” means the reference treasury dealer appointed by us.
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●	“Reference treasury dealer” means (i) each of Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC and their respective successors or affiliates; provided, however, that if the foregoing shall cease to be a primary US government securities dealer in New York City (a “primary treasury dealer”), we shall substitute therefor another primary treasury dealer; and (ii) any other primary treasury dealer selected by us.
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●	“Reference treasury dealer quotations” means, with respect to each reference treasury dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by such reference treasury dealer at 5:00 p.m., Eastern Standard Time, on the third business day preceding such redemption date.
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●	“Treasury rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the comparable treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date.
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Optional Tax Redemption

In the event of various tax law changes after the date of this prospectus supplement and other limited circumstances that require us to pay additional amounts, as described below under “— Payment of Additional Amounts”, we may redeem all, but not less than all, of each series of Notes at a price equal to 100% of the principal amount of each series of Notes plus accrued interest thereon to but excluding the date of redemption. This means we may repay any one or each series of Notes early. We discuss our ability to redeem the Notes in greater detail under “Description of Debt Securities — Optional Tax Redemption” in the accompanying prospectus.

Further Issuances

We may, without the consent of the holders of any series of Notes, issue additional Notes of each or any such series having the same ranking and same interest rate, maturity date, redemption terms and other terms as the applicable series of Notes described in this prospectus supplement. Any such additional Notes, together with the applicable series of Notes offered by this prospectus supplement, will constitute a single series of securities under the Indenture. There is no limitation on the amount of Notes or other debt securities that we may issue under such Indenture.

Form, Denomination, Clearance and Settlement

We will issue the Notes in fully registered form. Each series of Notes will be represented by one or more global securities registered in the name of a nominee of DTC. The security holder will hold beneficial interests in the Notes through DTC in book-entry form. The Notes will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The underwriters expect to deliver the Notes through the facilities of DTC on August 17, 2018. Indirect holders trading their beneficial interests in the Notes through DTC must trade in DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.

Payment of principal of and interest on each series of Notes, so long as the Notes are represented by global securities, as discussed below, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.

Payment of Additional Amounts

We agree that any amounts to be paid by us under the Notes of principal, premium and interest in respect of the Notes will be paid without deduction or withholding for, any and all present and future taxes, levies, duties, assessments, imposts or other governmental charges of whatever nature imposed, assessed, levied or collected by or for the account of the government of any jurisdiction in which we are resident for tax purposes (at the time of the issuance, the UK) or any political subdivision or taxing authority of such jurisdiction, unless such withholding or deduction is required by law. If such deduction or withholding is at any time required, we will (subject to compliance by the security holder with any relevant administrative requirements) pay such additional amounts as will result in the receipt of such amounts as would have been received by the holder had no such withholding or deduction been required, provided that we will not have to pay additional amounts if:

(i)the tax, levy, impost or other governmental charge would not have been imposed, assessed, levied or collected but for the holder’s (or certain related parties’) connection to the jurisdiction in which we are resident for tax purposes, other than by merely holding the Note or by receiving principal, premium, if any, or interest, if any, on the Note, or enforcing the Note. These connections include where the holder or related party:

●	is or has been a domiciliary, national or resident of such jurisdiction;
●	is or has been engaged in a trade or business in such jurisdiction;
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●	has or had a permanent establishment in such jurisdiction; or
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●	is or has been physically present in such jurisdiction;
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(ii)the tax, levy, impost or other governmental charge would not have been imposed, assessed, levied or collected but for presentation of the Note for payment, if presentation is required, more than 30 days after the Note became due or payment was provided for;

(iii)the tax, levy, impost or other governmental charge is an estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;

(iv)the tax, levy, impost or other governmental charge is payable in a manner that does not involve deduction or withholding from payments on or in respect of the relevant Note;

(v)the tax, levy, impost or other governmental charge would not have been imposed or withheld but for the failure of the holder or beneficial owner, upon a reasonable request, addressed to the holder, to comply with any certification, identification or other reporting requirement under a reasonable request, addressed to the holder, concerning the holder’s or the beneficial owner’s nationality, residence, identity or connection with any jurisdiction in which we are resident for tax purposes, if compliance is required by any treaty, statute, regulation or administrative practice of such jurisdiction as a condition to relief or exemption from such tax, levy, impost or other governmental charge;

(vi)the tax, levy, impost or other governmental charge is required by Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (“FATCA”), any current or future U.S. Treasury Regulations or rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA (an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA; or

(vii)any combination of the taxes referred to in (i) through (vi) above.

In addition, no payments of additional amounts will be made with respect to any payment on a Note if the holder of the Note is a fiduciary, partnership or a person other than the sole beneficial owner of any payment, and, by the laws of the jurisdiction in which we are resident for tax purposes, that payment would be required for tax purposes to be included in income of a beneficiary or settlor with respect to the fiduciary, a member of that partnership or a beneficial owner who would not have been entitled to the additional amounts had that beneficiary, settlor, member or beneficial owner been the holder of the relevant Note.

We will remit the full amount of any taxes withheld to the applicable taxing authorities in accordance with the applicable law. We will also provide the trustee with documentation reasonably satisfactory to the trustee evidencing the payment of any taxes in respect of which we have paid additional amounts. We will provide copies of such documentation to the holders of the Notes upon request.

Any reference in this prospectus supplement, the Indenture or the Notes to principal, premium or interest in respect of the Notes will be deemed also to refer to any additional amounts that may be payable with respect to such principal, premium or interest under the obligations referred to in this subsection.

Defeasance and Discharge

We may release ourselves from any payment or other obligations on each series of Notes as described under “Description of Debt Securities — Satisfaction, Discharge and Defeasance” in the Base Prospectus.

Paying and Calculation Agent

The principal corporate trust office of the trustee in The City of New York is designated as the principal paying agent. See “— Trustee” immediately below. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts. The trustee will also serve as the calculation agent with respect to the Floating Rate Notes pursuant to a Calculation Agency Agreement to be dated as of August 17, 2018 between us and The Bank of New York Mellon.

Trustee

As a result of the transfer of JPMorgan Chase Bank’s corporate trust business to The Bank of New York Mellon (formerly known as The Bank of New York), effective October 1, 2006, The Bank of New York Mellon is the trustee under the Indenture. The trustee’s address is The Bank of New York Mellon, Corporate Trust Office, 101 Barclay Street, New York, NY 10286. The trustee will also serve as the paying agent for the Notes and as the calculation agent with respect to the Floating Rate Notes. See “— Paying and Calculation Agent” immediately above.

See “Description of Debt Securities — Concerning the Trustee” and “Description of Debt Securities — Default and Related Matters” in the Base Prospectus below for a description of the trustee’s procedures and remedies available in the event of default.

Base Prospectus :

DESCRIPTION OF DEBT SECURITIES

We may issue debt securities using this prospectus. As required by US federal law for all publicly offered corporate bonds and notes, the debt securities are governed by a document called an indenture. The indenture relating to the debt securities issued by us is a contract, dated as of April 1, 2004, between AstraZeneca PLC and JPMorgan Chase Bank, as trustee. As a result of the transfer of JPMorgan Chase Bank’s corporate trust business to The Bank of New York Mellon effective October 1, 2006, The Bank of New York Mellon is the trustee under the indenture. See “— The Trustee” below.

In this description “the security holder” means direct holders and not street name or other indirect holders of securities. Indirect holders should read the section “Legal Ownership — Street Names and Other Indirect Holders” in the Base Prospectus.

General

This section summarizes the material provisions of the indenture and the debt securities. Because it is a summary, it does not describe every aspect of the indenture or the debt securities. This summary is subject to and qualified in its entirety by reference to all of the indenture provisions, including some of the terms used and defined in the indenture. We describe the meaning of only the more important terms in this prospectus. We also include references in parentheses to some sections of the indenture. Whenever we refer to particular sections or defined terms of the indenture in this prospectus or in the applicable prospectus supplement, those sections or defined terms are incorporated by reference here or in the prospectus supplement. This summary is also subject to and qualified by reference to the description of the particular terms of the security holder’s series of debt securities described in the prospectus supplement.

The indenture and its associated documents contain the full legal text of the matters described in this section. The indenture and the debt securities are governed by New York law. The indenture is an exhibit incorporated by reference into this prospectus.

The Trustee

The Bank of New York Mellon (as successor trustee to JPMorgan Chase Bank) is the trustee under the indenture. As trustee, it has two main roles:

●	first, it can enforce the security holder’s rights against us if we default on debt securities issued under the indenture. There are some limitations on the extent to which the trustee may act on the security holder’s behalf, described under “Defaults and Related Matters — Remedies if an event of default occurs” below; and
●	second, the trustee performs administrative duties for us, such as sending the security holder interest payments and notices.
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Types of Debt Securities

The prospectus supplement relating to a series of debt securities will describe the following terms of the series:

●	the title of the series of debt securities;
●	the aggregate principal amount of debt securities and any limit on the aggregate principal amount of the series of debt securities;
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●	any stock exchange on which we will list the debt securities;
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●	the date or dates on which we will repay the principal amount of the series of debt securities or the method by which the date or dates will be determined;
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●	any rate or rates at which the series of debt securities will bear interest or the method by which the interest rate or rates will be determined;
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●	the date or dates from which any interest on the series of debt securities will accrue, the dates on which interest will be payable and the record dates for interest payments or the method by which such date or dates will be determined and the method by which interest will be calculated if different to a 360-day year of twelve 30-day months;
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●	the place or places where the principal and any interest on debt securities will be payable if other than the corporate trust office of the trustee in New York, New York;
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●	the price or prices at which, the period or periods within which, the currency or currencies, currency unit or composite currency in which, and the terms and conditions upon which we may redeem the series of debt securities in whole or in part;
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●	any right or obligation to redeem, repay or purchase the debt securities as a result of any sinking fund or similar provisions, or at the option of the holder of the debt securities and the period or periods within which, the price or prices at which and every other term and condition upon which the debt securities will be redeemed, repaid or purchased;
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●	the denominations in which debt securities of the series are issuable, if other than denominations of $2,000 and any whole multiple of $1,000 in excess thereof;
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●	the portion of the principal amount of the series of debt securities payable if an acceleration of the maturity of the debt securities is declared, if other than the principal amount;
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●	the currency, including any composite currency, of payment of the principal, premium, if any, and interest on the series of debt securities if other than US dollars;
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●	whether we or a holder of debt securities may elect to have the principal, premium, if any, or interest on the series of debt securities paid in a currency or composite currency other than the currency in which the debt securities are stated to be payable, and if so, any election period and the terms and conditions governing such an election;
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●	whether we will be required to pay additional amounts for withholding taxes or other governmental charges and, if applicable, a related right to an optional tax redemption for such a series;
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●	any index used to determine the amount of payment of principal, premium, if any, and interest on the series of debt securities and how these amounts will be determined if they are not fixed when the debt securities are issued;
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●	the forms of the series of debt securities;
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●	the applicability of the provisions described later under “— Satisfaction, Discharge and Defeasance”;
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●	any authenticating or paying agents, transfer agents or registrars or any other agents acting in connection with the debt securities other than the trustee;
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●	if applicable, a discussion of any additional or alternative material US federal income and UK tax considerations; and
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●	any other special features of the series of debt securities.
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We may issue the debt securities as original issue discount securities, which are debt securities offered and sold at a substantial discount to their stated principal amount.

Overview of the Remainder of this Description

The remainder of this description summarizes:

●	Additional mechanics relevant to the debt securities under normal circumstances, such as how the security holder transfers ownership and where we make payments.
●	The security holder’s right to receive payment of additional amounts due to changes in the tax withholding requirements of various jurisdictions.
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●	The security holder’s rights under several special situations, such as if we merge with another company or if we want to redeem the debt securities for tax reasons.
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●	Covenants contained in the indenture that restrict our ability to incur liens and undertake sale and leaseback transactions. A particular series of debt securities may have different covenants.
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●	The security holder’s rights if we default.
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●	The security holder’s rights if we want to modify the indenture.
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●	Our relationship with the trustee.
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Additional Mechanics

Exchange and Transfer

The security holder may not exchange his or her registered debt securities for bearer securities.

The transfer or exchange of a registered debt security may be made only if the security registrar is satisfied with the security holder’s proof of ownership.

Payment and Paying Agents

Street name and other indirect holders should consult their banks or brokers for information on how they will receive payments.

Payment of Additional Amounts

●	the tax, levy, impost or other governmental charge would not have been imposed, assessed, levied or collected but for the holder’s (or certain related parties’) connection to the jurisdiction in which we are resident for tax purposes, other than by merely holding the debt security or by receiving principal, premium, if any, or interest, if any, on the debt security, or enforcing the debt security. These connections include where the holder or related party:
●	is or has been a domiciliary, national or resident of such jurisdiction;
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●	is or has been engaged in a trade or business in such jurisdiction;
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●	has or had a permanent establishment in such jurisdiction; or
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●	is or has been physically present in such jurisdiction.
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●	the tax, levy, impost or other governmental charge would not have been imposed, assessed, levied or collected but for presentation of the debt security for payment, if presentation is required, more than 30 days after the security became due or payment was provided for;
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●	the tax, levy, impost or other governmental charge is an estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;
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●	the tax, levy, impost or other governmental charge is payable in a manner that does not involve deduction or withholding from payments on or in respect of the relevant debt security;
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●	the tax, levy, impost or other governmental charge would not have been imposed or withheld but for the failure of the holder or beneficial owner to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with any jurisdiction in which we are resident for tax purposes, as required by any treaty, statute, regulation or administrative practice of such jurisdiction as a condition to relief or exemption from such tax, levy, impost or other governmental charge;
---	---
●	the holder would have been able to avoid such withholding or deduction by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form required by the relevant tax authority, a declarative, claim, certificate, document or other evidence establishing exemption therefrom;
---	---
●	the tax, levy, impost or other governmental charge is imposed by the US or any political subdivision or taxing authority thereof or therein;
---	---
●	the holder of the debt security is a fiduciary, partnership or a person other than the sole beneficial owner of any payment that would be required, by the laws of the jurisdiction in which we are resident for tax purposes, to be included in income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership or a beneficial owner who would not have been entitled to the additional amounts had that beneficiary, settlor, partner or beneficial owner been the holder; or
---	---
●	any combination of the exceptions listed above.
---	---

Mergers and Similar Events

●	any entity succeeding us must assume our obligations in relation to the debt securities and under the indenture; and
●	if the succeeding entity is not organized under the laws of the UK or a State of the United States, the succeeding entity’s assumption of our obligations in relation to the debt securities and under the indenture must include the obligation to pay any additional amounts as described under “— Payment of Additional Amounts”.
---	---

Optional Tax Redemption

Covenants

Limitation on Liens

●	Restricted subsidiary means any wholly-owned subsidiary:
●	with substantially all of its property located within the UK or the US; and
---	---
●	which owns a principal property;
---	---

●	A wholly-owned subsidiary means any corporation in which control, directly or indirectly, of all of the stock with ordinary voting power to elect the board of directors of that corporation is owned by us, or by one or more of our wholly-owned subsidiaries or by us and one or more of our wholly-owned subsidiaries.
●	A subsidiary, with respect to any person, is any corporation in which that person owns or controls directly or indirectly at least a majority of stock with ordinary voting power to elect a majority of the board of directors.
---	---
●	Principal property means any manufacturing plant or facility or any research facility owned by us or any restricted subsidiary. A principal property must also be located within the UK or the US and have a gross book value (before deducting any depreciation reserve) exceeding 2% of our consolidated net tangible assets. Principal property does not include:
---	---
●	any plant or facility or research facility which in the opinion of our board of directors is not materially important to the total business conducted by us and our subsidiaries; or
---	---
●	any portion of a property described above which, in the opinion of our board of directors, is not materially important to the use or operation of the property.
---	---

●	Our consolidated net tangible assets mean AstraZeneca PLC’s consolidated total assets, after deducting:
●	all liabilities due within one year (other than short-term borrowings and long-term debt due within one year); and
---	---
●	all goodwill, trade names, trademarks, patents and other similar types of intangible assets as shown on the audited consolidated balance sheet contained in the latest annual report to our shareholders.
---	---

This restriction on liens does not apply to debt secured by a number of different types of liens. These types of liens include the following:

●	any lien on property, shares of stock or indebtedness of any corporation existing at the time the corporation becomes a restricted subsidiary;
●	any lien on property or shares of stock existing at the time of acquisition of that property or those shares of stock, or to secure the payment of all or any part of the purchase price of that property or those shares of stock, or to secure any debt incurred before, at the time of, or within twelve months after, in the case of shares of stock, the acquisition of the shares of stock and, in the case of property, the later of the acquisition, completion of construction (including any improvements on an existing property) or commencement of the commercial operation of the property, where the debt is incurred to finance all or any part of the purchase price;
---	---
●	any lien securing debt owed to us or to any of our restricted subsidiaries by us or any of our restricted subsidiaries;
---	---
●	any lien existing at the date of the indenture;
---	---
●	any lien on a principal property to secure debt incurred to finance all or part of the cost of improving, constructing, altering or repairing any building, equipment or facilities or of any other improvements on all or any part of that principal property, if the debt is incurred before, during, or within twelve months after completing the improvement, construction, alteration or repair;
---	---
●	any lien on property owned or held by any corporation or on shares of stock or indebtedness of any corporation, where the lien existed either at the time the corporation is merged, consolidated or amalgamated with either us or a restricted subsidiary or at the time of a sale, lease or other disposition of all or substantially all of the property of a corporation to us or a restricted subsidiary;
---	---
●	any lien arising by operation of law and not securing amounts more than 90 days overdue or otherwise being contested in good faith;
---	---
●	any lien arising by operation of law over any credit balance or cash held in any account with a financial institution;
---	---
●	any rights of financial institutions to offset credit balances in connection with the operation of cash management programs established for our benefit and/or the benefit of any restricted subsidiary;
---	---
●	any lien incurred or deposits made in the ordinary course of business, including but not limited to:
---	---
●	any mechanics’, materialmen’s, carriers’, workmen’s, vendors’ or other similar liens;
---	---
●	any liens securing amounts in connection with workers’ compensation, unemployment insurance and other types of social security; and
---	---
●	any easements, rights-of-way, restrictions and other similar charges;
---	---
●	any liens incurred or deposits made securing the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, performance and return of money bonds and other obligations of a similar nature incurred in the ordinary course of business;
---	---
●	any lien securing taxes or assessments or other applicable governmental charges or levies;
---	---
●	any extension, renewal or replacement or successive extensions, renewals or replacements, in whole or in part, of any lien included in the preceding paragraphs or of any of the debt secured under the preceding paragraphs, so long as the principal amount of debt secured does not exceed the principal amount of debt secured at the time of the extension, renewal or replacement, and that the extension, renewal or replacement lien is limited to all or any part of the same property or shares of stock that secured the lien extended, renewed or replaced (including improvements on that property), or property received or shares of stock issued in substitution or exchange; and
---	---
●	any lien in favor of us or any subsidiary of ours.
---	---

The following types of transactions will not be deemed to create debt secured by a lien and, therefore, will also not be subject to the restriction on liens:

●

Limitation on Sale and Lease-Back Transactions

Neither we nor any of our restricted subsidiaries will enter into any sale and lease-back transaction involving a principal property without complying with this covenant.

This restriction does not apply to any sale and lease-back transaction if:

●	we or the restricted subsidiary seeking to enter into the sale and lease-back could incur, assume or guarantee debt secured by a lien on the principal property to be leased without equally and ratably securing the debt securities offered by this prospectus as a result of one or more of the exceptions to the limitation on liens as described under “— Limitation on Liens” above;
●	within twelve months before or after the sale or transfer, regardless of whether the sale or transfer may have been made by us or a restricted subsidiary, we apply, an amount equal to the net proceeds of the sale or transfer (in the case of a sale or transfer for cash), or an amount equal to the fair value of the principal property so leased at the time of entering into the sale or transfer as determined by our board of directors (in the case of a sale or transfer otherwise than for cash), to
---	---
●	the retirement of indebtedness for money borrowed, incurred or assumed by us or any restricted subsidiary which matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of incurring, assuming or guaranteeing such debt, or
---	---
●	investment in any principal property or principal properties.
---	---

This restriction on sale and lease-back transactions also does not apply to any transaction between us and a restricted subsidiary, or between restricted subsidiaries.

Default and Related Matters

Events of Default

A holder of debt securities of a particular series will have special rights if any event of default occurs with respect to that series and is not cured, as described later in this subsection.

What is an event of default? An event of default means any of the following:

●	Interest — default for 30 days in the payment of any installment of interest on the series of debt securities;
●	Principal — default in the payment of all or any part of the principal of the series of debt securities when such principal becomes due and payable either at maturity, upon redemption, by acceleration or otherwise;
---	---
●	Sinking Fund Installment — default in the payment of any sinking fund installment as and when such installment becomes due and payable by the specific terms of the series of debt securities or beyond any period of grace;
---	---
●	Covenant — breach or default by us in the performance of a covenant or warranty in respect of the debt securities of the relevant series which has not been remedied for ninety days after we receive written notice of the default from the trustee or we and the trustee receive written notice of the default from the holders of at least 25% of the principal amount of the debt securities of all affected series;
---	---
●	Bankruptcy — certain events of bankruptcy, insolvency or reorganization affecting us; or
---	---
●	Other — any other event of default provided in any supplemental indenture or resolution of our board of directors under which a particular series is issued or in the form of security for such series.
---	---

Before the security holder bypasses the trustee and bring his or her own lawsuit or other formal legal action or takes other steps to enforce his or her rights or protects his or her interests relating to the debt securities, the following must occur:

●	the security holder must give the trustee written notice that an event of default has occurred and remains uncured;
●	the holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action; and
---	---
●	the trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity and the trustee has not received an inconsistent direction from the holders of a majority in principal amount of all outstanding debt securities of the relevant series during that period.
---	---

These limitations do not apply to a suit instituted by the security holder for the enforcement of payment of the principal or interest on a debt security on or after the respective due dates.

Modification of the Indenture and Waiver

There are three types of changes we can make to the indenture and any series of the debt securities.

Changes not requiring approval. The first type of change does not require any vote by holders of debt securities. The security holder’s consent is not required to do any of the following:

●	to transfer or pledge any property or assets to the trustee as security for any series of the debt securities;
●	to evidence the succession of any successor corporation to us as described under “Mergers and Similar Events” above;
---	---
●	to evidence the succession of any successor trustee under the indenture or to add to or change any provisions of the indenture as necessary to provide for the appointment of an additional trustee or trustees;
---	---
●	to add to our covenants or to add additional events of default for the benefit of the holders of any series of the debt securities;
---	---
●	to cure any ambiguity or to correct or supplement any provision of the indenture that may be defective or inconsistent with any other provision of the indenture; or
---	---
●	to make any other provisions with respect to matters or questions arising under the indenture as our board of directors may deem necessary or desirable and that shall not adversely affect the interests of holders of any series of the debt securities in any material respect.
---	---

●	extend the final maturity of a debt security;
●	reduce the principal amount of a debt security;
---	---
●	reduce the rate or extend the time of payment of any interest on a debt security;
---	---
●	reduce any amount payable on redemption of a debt security;
---	---
●	reduce the amount of principal due and payable upon an acceleration of the maturity or provable in bankruptcy of a debt security issued at an original issue discount;
---	---
●	impair the security holder’s right to sue for payment;
---	---
●	impair any right of repayment at the option of the holder;
---	---
●	reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indenture; or
---	---
●	change in any manner adverse to the holders of the debt securities our obligations relating to the payment of principal and interest, and sinking fund payments.
---	---

Satisfaction, Discharge and Defeasance

We may terminate our repayment and obligations on the debt securities, when:

●	we have paid or caused to be paid the principal of and interest, if any, then due and payable on all outstanding debt securities of any series; or
●	we have delivered to the trustee for cancellation all outstanding debt securities of any series; or
---	---
●	all the outstanding debt securities of the series that have not been delivered to the trustee for cancellation have become or will become due and payable within one year and we have made arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in our name; and
---	---
●	we have deposited with the trustee sufficient funds to pay and discharge the entire indebtedness on the series of debt securities to pay principal and interest, if any, and paid all other sums payable under the indenture.
---	---

●	we must deposit in trust for the security holder’s benefit and the benefit of all other direct holders of the debt securities a combination of money and government obligations that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates; and
●	we must deliver to the trustee a legal opinion of our counsel to the effect that the holders of the debt securities of that series will not recognize gain or loss for US federal income tax purposes as a result of the defeasance and will be subject to the same US federal income tax as would be the case if the defeasance did not occur.
---	---

However, even if we take these actions, a number of our obligations relating to the debt securities will remain. These include the following obligations:

●	to register the transfer and exchange of debt securities and our right of optional redemption, if any;
●	to replace mutilated, defaced, destroyed, lost or stolen debt securities;
---	---
●	to pay principal and interest, if any, on the original stated due dates and any remaining rights of the holders to receive sinking fund payments, if any, from funds deposited with the trustee;
---	---
●	immunities of the trustee; and
---	---
●	to hold money for payment in trust.
---	---

Government obligation means securities that are:

●	direct obligations of the US or any foreign government of a sovereign state for the payment of which is pledged by the full faith and credit of the US or such foreign government; or
●	obligations of an entity controlled or supervised by and acting as an agency or instrumentality of the US or any foreign government of a sovereign state the payment of which is unconditionally guaranteed as a full faith and credit obligation of the US or such foreign government;
---	---

and are not callable or redeemable at the option of the issuer. Government obligation also includes:

●

Notices

We and the trustee will send notices only to direct holders, using their addresses registered in the trustee’s records.

Governing Law

The debt securities and the indenture will be governed by and construed in accordance with the laws of the State of New York.

Concerning the Trustee

The Bank of New York Mellon acts as the trustee with respect to certain debt securities of certain of our subsidiaries.

D.	4.375% Notes due 2045

Prospectus Supplement :

DESCRIPTION OF NOTES

General

We offered 1,000,000,000 initial aggregate principal amount of 4.375% Notes due 2045 (the “2045 Notes”, “Fixed Rate Notes” or the “notes”), each as a separate series of notes under the Indenture, and, as such, each series of notes vote and act, and may be redeemed, separately. The notes are governed by New York law.

The notes are unsecured, unsubordinated indebtedness of AstraZeneca PLC and rank equally with all of AstraZeneca PLC’s other unsecured and unsubordinated indebtedness from time to time outstanding.

There is no sinking fund for any series of notes. We have listed the notes on the New York Stock Exchange.

Interest Payments and Maturity

Fixed Rate Notes

Maturity. The entire principal amount of the 2045 Notes will mature and become due and payable, together with any accrued and unpaid interest, on November 16, 2020, November 16, 2025 and November 16, 2045, respectively.

Interest Rate. Each of the 2045 Notes will bear interest from their respective original issue date until their principal amount is paid or made available for payment, at a rate equal to 2.375%, 3.375% and 4.375% per annum, respectively, calculated on the basis of a 360-day year and twelve 30-day months.

Interest Payment Dates. Interest on the Fixed Rate Notes will be paid semi-annually in arrears on May 16 and November 16 of each year, commencing May 16, 2016 (each a “Fixed Rate Interest Payment Date”). However, if a Fixed Rate Interest Payment Date would fall on a day that is not a business day, the Fixed Rate Interest Payment Date will be postponed to the next succeeding day that is a business day, but no additional interest shall be paid unless we fail to make payment on such date.

Redemption

As explained below, under certain circumstances we may redeem the notes before they mature. This means that we may repay them early. If we redeem one series of notes we will have no obligation to redeem any other series. The security holder has no right to require us to redeem the notes. Notes will stop bearing interest on the redemption date, even if the security holder does not collect his or her money. We will give notice to DTC of any redemption we propose to make at least 30 days, but no more than 60 days, before the redemption date. Notice by DTC to participating institutions and by these participants to street name holders of indirect interests in the notes will be made according to arrangements among them and may be subject to statutory or regulatory requirements.

Optional Redemption

We may redeem the Fixed Rate Notes, in whole or in part, at any time and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of such series of Fixed Rate Notes, and (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the series of Fixed Rate Notes to be redeemed (not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus the Make-Whole Spread (as set forth below) plus, in each case, accrued interest thereon to the date of redemption. In connection with such optional redemption, the following defined terms apply:

●	“Treasury rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the comparable treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date.
●	“Comparable treasury issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the applicable series of Fixed Rate Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such series of Fixed Rate Notes.
---	---
●	“Comparable treasury price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the reference treasury dealer quotations for such redemption date, after excluding the highest and lowest such reference treasury dealer quotations, or (ii) if the Quotation Agent obtains fewer than three such reference treasury dealer quotations, the average of all such quotations.
---	---
●	“Quotation Agent” means the reference treasury dealer appointed by us.
---	---
●	“Reference treasury dealer” means (i) each of Barclays Capital Inc., HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, and their respective successors or affiliates; provided, however, that if the foregoing shall cease to be a primary US government securities dealer in New York City (a “primary treasury dealer”), we shall substitute therefor another primary treasury dealer; and (ii) any other primary treasury dealer selected by us.
---	---
●	“Reference treasury dealer quotations” means, with respect to each reference treasury dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by such reference treasury dealer at 5:00 p.m., Eastern Standard Time, on the third business day preceding such redemption date.
---	---
●	“Make-Whole Spread” means 25 basis points, with respect to the 2045 Notes.
---	---

Optional Tax Redemption

In the event of various tax law changes after the date of this prospectus supplement and other limited circumstances that require us to pay additional amounts, as described below under “— Payment of Additional Amounts”, we may redeem all, but not less than all, of each series of notes at a price equal to 100% of the principal amount of each series of notes plus accrued interest to the date of redemption. This means we may repay any one or each series of notes early. We discuss our ability to redeem the notes in greater detail under “Description of Debt Securities — Optional Tax Redemption” in the accompanying prospectus.

Further Issuances

Form, Denomination, Clearance and Settlement

We will issue the notes in fully registered form. Each series of notes will be represented by one or more global securities registered in the name of a nominee of DTC. The security holder will hold beneficial interests in the notes through DTC in book-entry form. The notes will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The underwriters expect to deliver the notes through the facilities of DTC on November 16, 2015. Indirect holders trading their beneficial interests in the notes through DTC must trade in DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.

Payment of Additional Amounts

(i) the tax, levy, impost or other governmental charge would not have been imposed, assessed, levied or collected but for the holder’s connection to the jurisdiction in which we are resident for tax purposes, other than by merely holding the note or by receiving principal, premium, if any, or interest, if any, on the note, or enforcing the note. These connections include where the holder or related party:

●	is or has been a domiciliary, national or resident of such jurisdiction;
●	is or has been engaged in a trade or business in such jurisdiction;
---	---
●	has or had a permanent establishment in such jurisdiction; or
---	---
●	is or has been physically present in such jurisdiction.
---	---

(ii) the tax, levy, impost or other governmental charge would not have been imposed, assessed, levied or collected but for presentation of the note for payment, if presentation is required, more than 30 days after the security became due or payment was provided for;

(iii) the tax, levy, impost or other governmental charge is an estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;

(iv) the tax, levy, impost or other governmental charge is payable in a manner that does not involve deduction or withholding from payments on or in respect of the relevant note;

(v) the tax, levy, impost or other governmental charge would not have been imposed or withheld but for the failure of the holder or beneficial owner to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with any jurisdiction in which we are resident for tax purposes, as required by any treaty, statute, regulation or administrative practice of such jurisdiction as a condition to relief or exemption from such tax, levy, impost or other governmental charge;

(vi) the tax, levy, impost or other governmental charge is required to be made pursuant to the European Union Directive 2003/48/EC on the taxation of savings or any other directive amending, supplementing or replacing such Directive or any law implementing or complying with, or introduced in order to conform to, such Directive or directives;

(vii) the holder would have been able to avoid such withholding or deduction by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form required by the relevant tax authority, a declarative, claim, certificate, document or other evidence establishing exemption therefrom;

(viii) the holder would have been able to avoid such withholding or deduction by presenting the relevant note to another paying agent in a Member State of the EU or elsewhere;

(ix) the tax, levy, impost or other governmental charge is required by Sections 1471 through 1474 of the Code (“FATCA”), any current or future U.S. Treasury Regulations or rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA (an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA; or

(x) any combination of the taxes referred to in (i) through (ix) above.

In addition, no payments of additional amounts will be made with respect to any payment on a note if the holder of the note is a fiduciary, partnership or a person other than the sole beneficial owner of any payment that would be required, by the laws of the jurisdiction in which we are resident for tax purposes, to be included in income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership or a beneficial owner who would not have been entitled to the additional amounts had that beneficiary, settlor, partner or beneficial owner been the holder of the relevant notes.

Defeasance and Discharge

Paying and Calculation Agent

Trustee

As a result of the transfer of JPMorgan Chase Bank’s corporate trust business to The Bank of New York Mellon (formerly known as The Bank of New York), effective October 1, 2006, The Bank of New York Mellon is the trustee under the Indenture. The trustee’s address is The Bank of New York Mellon, Corporate Trust Office, 101 Barclay Street, New York, NY 10286. The trustee will also serve as the paying agent for the notes. See “— Paying and Calculation Agent” immediately above.

Base Prospectus :

DESCRIPTION OF DEBT SECURITIES

The Trustee

The Bank of New York Mellon (as successor trustee to JPMorgan Chase Bank) is the trustee under the indenture. As trustee, it has two main roles:

●	first, it can enforce the security holder’s rights against us if we default on debt securities issued under the indenture. There are some limitations on the extent to which the trustee may act on the security holder’s behalf, described under “Defaults and Related Matters - Remedies if an event of default occurs” below; and
●	second, the trustee performs administrative duties for us, such as sending the security holder interest payments and notices.
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Types of Debt Securities

The prospectus supplement relating to a series of debt securities will describe the following terms of the series:

●	the title of the series of debt securities;
●	the aggregate principal amount of debt securities and any limit on the aggregate principal amount of the series of debt securities;
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●	any stock exchange on which we will list the debt securities;
---	---
●	the date or dates on which we will repay the principal amount of the series of debt securities or the method by which the date or dates will be determined;
---	---
●	any rate or rates at which the series of debt securities will bear interest or the method by which the interest rate or rates will be determined;
---	---
●	the date or dates from which any interest on the series of debt securities will accrue, the dates on which interest will be payable and the record dates for interest payments or the method by which such date or dates will be determined and the method by which interest will be calculated if different to a 360-day year of twelve 30-day months;
---	---
●	the place or places where the principal and any interest on debt securities will be payable if other than the corporate trust office of the trustee in New York, New York;
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●	the price or prices at which, the period or periods within which, the currency or currencies, currency unit or composite currency in which, and the terms and conditions upon which we may redeem the series of debt securities in whole or in part;
---	---
●	any right or obligation to redeem, repay or purchase the debt securities as a result of any sinking fund or similar provisions, or at the option of the holder of the debt securities and the period or periods within which, the price or prices at which and every other term and condition upon which the debt securities will be redeemed, repaid or purchased;
---	---
●	the denominations in which debt securities of the series are issuable, if other than denominations of $2,000 and any whole multiple of $1,000 in excess thereof;
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●	the portion of the principal amount of the series of debt securities payable if an acceleration of the maturity of the debt securities is declared, if other than the principal amount;
---	---
●	the currency, including any composite currency, of payment of the principal, premium, if any, and interest on the series of debt securities if other than US dollars;
---	---
●	whether we or a holder of debt securities may elect to have the principal, premium, if any, or interest on the series of debt securities paid in a currency or composite currency other than the currency in which the debt securities are stated to be payable, and if so, any election period and the terms and conditions governing such an election;
---	---
●	whether we will be required to pay additional amounts for withholding taxes or other governmental charges and, if applicable, a related right to an optional tax redemption for such a series;
---	---
●	any index used to determine the amount of payment of principal, premium, if any, and interest on the series of debt securities and how these amounts will be determined if they are not fixed when the debt securities are issued;
---	---
●	the forms of the series of debt securities;
---	---
●	the applicability of the provisions described later under “- Satisfaction, Discharge and Defeasance”;
---	---
●	any authenticating or paying agents, transfer agents or registrars or any other agents acting in connection with the debt securities other than the trustee;
---	---
●	if applicable, a discussion of any additional material US federal income and UK tax considerations; and
---	---
●	any other special features of the series of debt securities.
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Overview of the Remainder of this Description

The remainder of this description summarizes:

●	Additional mechanics relevant to the debt securities under normal circumstances, such as how the security holder transfers ownership and where we make payments.
●	The security holder’s right to receive payment of additional amounts due to changes in the tax withholding requirements of various jurisdictions.
---	---
●	The security holder’s rights under several special situations, such as if we merge with another company or if we want to redeem the debt securities for tax reasons.
---	---
●	Covenants contained in the indenture that restrict our ability to incur liens and undertake sale and leaseback transactions. A particular series of debt securities may have different covenants.
---	---
●	The security holder’s rights if we default.
---	---
●	The security holder’s rights if we want to modify the indenture.
---	---
●	Our relationship with the trustee.
---	---

Additional Mechanics

Exchange and Transfer

The security holder may not exchange his or her registered debt securities for bearer securities.

The transfer or exchange of a registered debt security may be made only if the security registrar is satisfied with the security holder’s proof of ownership.

Payment and Paying Agents

Unless otherwise specified in the prospectus supplement, we will pay interest, principal and any other money due on debt securities in registered form at the corporate trust office of The Bank of New York Mellon (as successor paying agent to JPMorgan Chase Bank) in the Borough of Manhattan, The City and State of New York as paying agent for the debt securities. That office is located at The Bank of New York Mellon, 101 Barclay Street, New York, New York 10286. At our option, we may pay interest on any debt securities by check mailed to the registered holders.

Street name and other indirect holders should consult their banks or brokers for information on how they will receive payments.

Payment of Additional Amounts

The indenture provides that we will not have to pay additional amounts in certain specified circumstances, and that those circumstances may be modified or supplemented for different series of debt securities. Unless the prospectus supplement for a series of debt securities provides otherwise, debt securities issued using this prospectus will provide that we will not have to pay additional amounts if:

●	the tax, levy, impost or other governmental charge would not have been imposed, assessed, levied or collected but for the holder’s (or certain related parties’) connection to the jurisdiction in which we are resident for tax purposes, other than by merely holding the debt security or by receiving principal, premium, if any, or interest, if any, on the debt security, or enforcing the debt security. These connections include where the holder or related party:
●	is or has been a domiciliary, national or resident of such jurisdiction;
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●	is or has been engaged in a trade or business in such jurisdiction;
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●	has or had a permanent establishment in such jurisdiction; or
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●	is or has been physically present in such jurisdiction.
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●	the tax, levy, impost or other governmental charge would not have been imposed, assessed, levied or collected but for presentation of the debt security for payment, if presentation is required, more than 30 days after the security became due or payment was provided for;
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●	the tax, levy, impost or other governmental charge is an estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;
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●	the tax, levy, impost or other governmental charge is payable in a manner that does not involve deduction or withholding from payments on or in respect of the relevant debt security;
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●	the tax, levy, impost or other governmental charge would not have been imposed or withheld but for the failure of the holder or beneficial owner to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with any jurisdiction in which we are resident for tax purposes, as required by any treaty, statute, regulation or administrative practice of such jurisdiction as a condition to relief or exemption from such tax, levy, impost or other governmental charge;
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●	the tax, levy, impost or other governmental charge is imposed on a payment to or for an individual and is required to be made pursuant to the European Union Directive 2003/48/EC on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive;
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●	the holder would have been able to avoid such withholding or deduction by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form required by the relevant tax authority, a declarative, claim, certificate, document or other evidence establishing exemption therefrom;
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●	the tax, levy, impost or other governmental charge is imposed by the United States or any political subdivision or taxing authority thereof or therein;
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●	the holder would have been able to avoid such withholding or deduction by presenting the relevant debt security to another paying agent in a Member State of the EU or elsewhere;
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●	the holder of the debt security is a fiduciary, partnership or a person other than the sole beneficial owner of any payment that would be required, by the laws of the jurisdiction in which we are resident for tax purposes, to be included in income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership or a beneficial owner who would not have been entitled to the additional amounts had that beneficiary, settlor, partner or beneficial owner been the holder; or
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●	any combination of the exceptions listed above.
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Mergers and Similar Events

We are generally permitted to consolidate or merge with another company or other entity that is organized under the laws of the United Kingdom, the United States or any other country which is a member of the Organization for Economic Cooperation and Development. We are also generally permitted to sell or convey our property as an entirety or substantially as an entirety to such other entity. Our ability to take some of these actions is restricted in the following ways:

●	any entity succeeding us must assume our obligations in relation to the debt securities and under the indenture;
●	if the succeeding entity is not organized under the laws of the United Kingdom or a State of the United States, the succeeding entity’s assumption of our obligations in relation to the debt securities and under the indenture must include the obligation to pay any additional amounts as described under “- Payment of Additional Amounts”.
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It is possible that the merger, sale, or lease of all or substantially all of our assets would cause a principal property of ours or of a restricted subsidiary of ours or shares of stock or indebtedness of any of our restricted subsidiaries to become subject to a lien giving other lenders preferential rights in that property over holders of debt securities. We have promised to limit these preferential rights on our property, called liens, as discussed under “- Limitation on Liens”. If a merger or other transaction would create any impermissible liens on our property, we must grant an equivalent or higher-ranking lien on the same property to the security holder and the other direct holders of the debt securities.

Optional Tax Redemption

We have the option to redeem the debt securities in the two situations described below. The redemption price for the debt securities, other than original issue discount debt securities, will be equal to the principal amount of the debt securities being redeemed plus accrued interest and any additional amounts due on the date fixed for redemption. The redemption price for original issue discount debt securities will be specified in the applicable prospectus supplement. We must give the security holder between 30 and 60 days’ notice before redeeming the debt securities.

This first situation applies only in the case of changes, amendments, applications, interpretations or executions that occur on or after the date specified in the prospectus supplement for the applicable series of debt securities. If we are succeeded by another entity, the applicable jurisdiction will be the jurisdiction in which such successor is resident for tax purposes, rather than the jurisdiction in which we are resident for tax purposes, and the applicable date will be the date such entity became successor, rather than the date specified in the prospectus supplement.

The second situation is where our independent legal adviser has advised us that, as a result of action taken by a taxation authority of, or any action brought in a court of competent jurisdiction in, the jurisdiction in which we are resident for tax purposes, after the date specified in the prospectus supplement for the applicable series of debt securities, we would have to pay additional amounts as described under “- Payment of Additional Amounts” and the payment of such additional amounts cannot be avoided by the use of reasonable measures available to us. If we are succeeded by another entity, the applicable jurisdiction will be the jurisdiction in which such successor is resident for tax purposes, rather than the jurisdiction in which we are resident for tax purposes and the applicable date will be the date such entity became our successor.

Covenants

Limitation on Liens

●	Restricted subsidiary means any wholly-owned subsidiary:
●	with substantially all of its property located within the UK or the US; and
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●	which owns a principal property;
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●	A wholly-owned subsidiary means any corporation in which control, directly or indirectly, of all of the stock with ordinary voting power to elect the board of directors of that corporation is owned by us, or by one or more of our wholly-owned subsidiaries or by us and one or more of our wholly-owned subsidiaries.
●	A subsidiary, with respect to any person, is any corporation in which that person owns or controls directly or indirectly at least a majority of stock with ordinary voting power to elect a majority of the board of directors.
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●	Principal property means any manufacturing plant or facility or any research facility owned by us or any restricted subsidiary. A principal property must also be located within the UK or the US and have a gross book value (before deducting any depreciation reserve) exceeding 2% of our consolidated net tangible assets. Principal property does not include:
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●	any plant or facility or research facility which in the opinion of our board of directors is not materially important to the total business conducted by us and our subsidiaries; or
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●	any portion of a property described above which, in the opinion of our board of directors, is not materially important to the use or operation of the property.
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●	Our consolidated net tangible assets mean AstraZeneca PLC’s consolidated total assets, after deducting:
●	all liabilities due within one year (other than short-term borrowings and long-term debt due within one year); and
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●	all goodwill, trade names, trademarks, patents and other similar types of intangible assets as shown on the audited consolidated balance sheet contained in the latest annual report to our shareholders.
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This restriction on liens does not apply to debt secured by a number of different types of liens. These types of liens include the following:

●	any lien on property, shares of stock or indebtedness of any corporation existing at the time the corporation becomes a restricted subsidiary;
●	any lien on property or shares of stock existing at the time of acquisition of that property or those shares of stock, or to secure the payment of all or any part of the purchase price of that property or those shares of stock, or to secure any debt incurred before, at the time of, or within twelve months after, in the case of shares of stock, the acquisition of the shares of stock and, in the case of property, the later of the acquisition, completion of construction (including any improvements on an existing property) or commencement of the commercial operation of the property, where the debt is incurred to finance all or any part of the purchase price;
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●	any lien securing debt owed to us or to any of our restricted subsidiaries by us or any of our restricted subsidiaries;
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●	any lien existing at the date of the indenture;
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●	any lien on a principal property to secure debt incurred to finance all or part of the cost of improving, constructing, altering or repairing any building, equipment or facilities or of any other improvements on all or any part of that principal property, if the debt is incurred before, during, or within twelve months after completing the improvement, construction, alteration or repair;
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●	any lien on property owned or held by any corporation or on shares of stock or indebtedness of any corporation, where the lien existed either at the time the corporation is merged, consolidated or amalgamated with either us or a restricted subsidiary or at the time of a sale, lease or other disposition of all or substantially all of the property of a corporation to us or a restricted subsidiary;
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●	any lien arising by operation of law and not securing amounts more than 90 days overdue or otherwise being contested in good faith;
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●	any lien arising by operation of law over any credit balance or cash held in any account with a financial institution;
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●	any rights of financial institutions to offset credit balances in connection with the operation of cash management programs established for our benefit and/or the benefit of any restricted subsidiary;
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●	any lien incurred or deposits made in the ordinary course of business, including but not limited to:
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●	any mechanics’, materialmen’s, carriers’, workmen’s, vendors’ or other similar liens;
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●	any liens securing amounts in connection with workers’ compensation, unemployment insurance and other types of social security; and
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●	any easements, rights-of-way, restrictions and other similar charges;
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●	any liens incurred or deposits made securing the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, performance and return of money bonds and other obligations of a similar nature incurred in the ordinary course of business;
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●	any lien securing taxes or assessments or other applicable governmental charges or levies;
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●	any extension, renewal or replacement or successive extensions, renewals or replacements, in whole or in part, of any lien included in the preceding paragraphs or of any of the debt secured under the preceding paragraphs, so long as the principal amount of debt secured does not exceed the principal amount of debt secured at the time of the extension, renewal or replacement, and that the extension, renewal or replacement lien is limited to all or any part of the same property or shares of stock that secured the lien extended, renewed or replaced (including improvements on that property), or property received or shares of stock issued in substitution or exchange; and
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●	any lien in favor of us or any subsidiary of ours.
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The following types of transactions will not be deemed to create debt secured by a lien and, therefore, will also not be subject to the restriction on liens:

●

Limitation on Sale and Lease-Back Transactions

Neither we nor any of our restricted subsidiaries will enter into any sale and lease-back transaction involving a principal property without complying with this covenant.

We and our restricted subsidiaries may enter into sale and lease-back transactions provided that the total amount of attributable debt attributable to all sale and lease-back transactions plus other debt of ours or any of our restricted subsidiaries that is secured by liens (but excluding debt secured by liens on property that we or a restricted subsidiary would be entitled to incur, assume or guarantee without equally and ratably securing the debt securities offered by this prospectus as described under “- Limitation on Liens” above) does not exceed 15% of consolidated net tangible assets.

This restriction does not apply to any sale and lease-back transaction if:

●	we or the restricted subsidiary seeking to enter into the sale and lease-back could incur, assume or guarantee debt secured by a lien on the principal property to be leased without equally and ratably securing the debt securities offered by this prospectus as a result of one or more of the exceptions to the limitation on liens as described under “- Limitation on Liens” above;
●	within twelve months before or after the sale or transfer, regardless of whether the sale or transfer may have been made by us or a restricted subsidiary, we apply, an amount equal to the net proceeds of the sale or transfer (in the case of a sale or transfer for cash), or an amount equal to the fair value of the principal property so leased at the time of entering into the sale or transfer as determined by our board of directors (in the case of a sale or transfer otherwise than for cash), to
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●	the retirement of indebtedness for money borrowed, incurred or assumed by us or any restricted subsidiary which matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of incurring, assuming or guaranteeing such debt, or
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●	investment in any principal property or principal properties.
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This restriction on sale and lease-back transactions also does not apply to any transaction between us and a restricted subsidiary, or between restricted subsidiaries.

Default and Related Matters

Events of Default

A holder of debt securities of a particular series will have special rights if any event of default occurs with respect to that series and is not cured, as described later in this subsection.

What is an event of default? An event of default means any of the following:

●	Interest - default for 30 days in the payment of any installment of interest on the series of debt securities;
●	Principal - default in the payment of all or any part of the principal of the series of debt securities when such principal becomes due and payable either at maturity, upon redemption, by acceleration or otherwise;
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●	Sinking Fund Installment - default in the payment of any sinking fund installment as and when such installment becomes due and payable by the specific terms of the series of debt securities or beyond any period of grace;
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●	Covenant - breach or default by us in the performance of a covenant or warranty in respect of the debt securities of the relevant series which has not been remedied for ninety days after we receive written notice of the default from the trustee or we and the trustee receive written notice of the default from the holders of at least 25% of the principal amount of the debt securities of all affected series;
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●	Bankruptcy - certain events of bankruptcy, insolvency or reorganization affecting us; or
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●	Other - any other event of default provided in any supplemental indenture or resolution of our board of directors under which a particular series is issued or in the form of security for such series.
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Remedies if an event of default occurs. If an event of default, other than a “Bankruptcy” default, has occurred (but only if, in the case of a “Covenant” default, the default has occurred for less than all series of debt securities then issued under the indenture and outstanding) and has not been cured, the trustee or the holders of at least 25% of the principal amount of debt securities of the affected series (each affected series voting as a separate class) may declare the principal amount (or, if the debt securities of a series are original issue discount securities, that portion of the principal amount as may be specified in the terms of that series) of all the debt securities of that series, together with any accrued interest, to be due and payable immediately. If an event of default has occurred under “Covenant” default with respect to all of the series of debt securities then issued under the indenture and outstanding, or under “Bankruptcy” default, and has not been cured, the trustee or the holders of at least 25% of the principal amount of all the debt securities then issued under the indenture and outstanding (treated as one class) may declare the principal (or, if any debt securities are original issue discount securities, that portion of the principal amount as may be specified in the terms of that series) of all debt securities then issued under the indenture and outstanding, together with any accrued interest, to be due and payable immediately. This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of at least a majority in principal amount of the debt securities of the affected series or by at least a majority in principal amount of all the debt securities then issued under the indenture and outstanding (voting as one class), as the case may be, if certain conditions are met.

Before a declaration of acceleration of maturity, past “Covenant” defaults that do not affect all series of debt securities then issued under the indenture and outstanding may be waived by the holders of a majority in principal amount of the debt securities then outstanding of each affected series (each such series voting as a separate class). Past “Covenant” defaults that affect all series of debt securities then issued under the indenture and outstanding and past “Bankruptcy” defaults may be waived by the holders of a majority in principal amount of all the debt securities then issued under the indenture and outstanding (treated as one class). Default in the payment of principal of or interest on or any sinking fund installment of debt securities of any series or a covenant or provision of the indenture that cannot be modified or amended without the consent of the holder of each debt security affected may only be modified or amended with the consent of such holder.

●	the security holder must give the trustee written notice that an event of default has occurred and remains uncured;
●	the holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action; and
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●	the trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity and the trustee has not received an inconsistent direction from the holders of a majority in principal amount of all outstanding debt securities of the relevant series during that period.
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These limitations do not apply to a suit instituted by the security holder for the enforcement of payment of the principal or interest on a debt security on or after the respective due dates.

For any series of debt securities that is a series of original issue discount securities the prospectus supplement will contain provisions for the acceleration of the maturity of a portion of the principal amount of such original issue discount securities.

Modification of the Indenture and Waiver

There are three types of changes we can make to the indenture and any series of the debt securities.

Changes not requiring approval. The first type of change does not require any vote by holders of debt securities. The security holder’s consent is not required to do any of the following:

●	to transfer or pledge any property or assets to the trustee as security for any series of the debt securities;
●	to evidence the succession of any successor corporation to us as described under “Mergers and Similar Events” above;
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●	to evidence the succession of any successor trustee under the indenture or to add to or change any provisions of the indenture as necessary to provide for the appointment of an additional trustee or trustees;
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●	to add to our covenants or to add additional events of default for the benefit of the holders of any series of the debt securities;
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●	to cure any ambiguity or to correct or supplement any provision of the indenture that may be defective or inconsistent with any other provision of the indenture; or
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●	to make any other provisions with respect to matters or questions arising under the indenture as our board of directors may deem necessary or desirable and that shall not adversely affect the interests of holders of any series of the debt securities in any material respect.
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●	extend the final maturity of a debt security;
●	reduce the principal amount of a debt security;
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●	reduce the rate or extend the time of payment of any interest on a debt security;
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●	reduce any amount payable on redemption of a debt security;
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●	reduce the amount of principal due and payable upon an acceleration of the maturity or provable in bankruptcy of a debt security issued at an original issue discount;
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●	impair the security holder’s right to sue for payment;
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●	impair any right of repayment at the option of the holder;
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●	reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indenture; or
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●	change in any manner adverse to the holders of the debt securities our obligations relating to the payment of principal and interest, and sinking fund payments.
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Satisfaction, Discharge and Defeasance

We may terminate our repayment and obligations on the debt securities, when:

●	we have paid or caused to be paid the principal of and interest, if any, then due and payable on all outstanding debt securities of any series; or
●	we have delivered to the trustee for cancellation all outstanding debt securities of any series; or
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●	all the outstanding debt securities of the series that have not been delivered to the trustee for cancellation have become or will become due and payable within one year and we have made arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in our name; and
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●	we have deposited with the trustee sufficient funds to pay and discharge the entire indebtedness on the series of debt securities to pay principal and interest, if any, and paid all other sums payable under the indenture.
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●	we must deposit in trust for the security holder’s benefit and the benefit of all other direct holders of the debt securities a combination of money and government obligations that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates; and
●	we must deliver to the trustee a legal opinion of our counsel to the effect that the holders of the debt securities of that series will not recognize gain or loss for US federal income tax purposes as a result of the defeasance and will be subject to the same federal income tax as would be the case if the defeasance did not occur.
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However, even if we take these actions, a number of our obligations relating to the debt securities will remain. These include the following obligations:

●	to register the transfer and exchange of debt securities and our right of optional redemption, if any;
●	to replace mutilated, defaced, destroyed, lost or stolen debt securities;
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●	to pay principal and interest, if any, on the original stated due dates and any remaining rights of the holders to receive sinking fund payments, if any, from funds deposited with the trustee;
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●	immunities of the trustee; and
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●	to hold money for payment in trust.
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Government obligation means securities that are:

●	direct obligations of the US or any foreign government of a sovereign state for the payment of which is pledged by the full faith and credit of the US or such foreign government; or
●	obligations of an entity controlled or supervised by and acting as an agency or instrumentality of the US or any foreign government of a sovereign state the payment of which is unconditionally guaranteed as a full faith and credit obligation of the US or such foreign government;
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and are not callable or redeemable at the option of the issuer. Government obligation also includes:

●

Notices

We and the trustee will send notices only to direct holders, using their addresses registered in the trustee’s records.

Governing Law

The debt securities and the indenture will be governed by and construed in accordance with the laws of the State of New York.

Concerning the Trustee

The Bank of New York Mellon acts as the trustee with respect to certain debt securities of certain of our subsidiaries.

E.	0.700% Notes due 2026, 1.375% Notes due 2030 and 2.125% Notes due 2050

Prospectus Supplement :

DESCRIPTION OF NOTES

General

We offered $1,200,000,000 initial aggregate principal amount of 0.700% Notes due 2026 (the “2026 Notes”), $1,300,000,000 initial aggregate principal amount of 1.375% Notes due 2030 (the “2030 Notes”) and $500,000,000 initial aggregate principal amount of 2.125% Notes due 20150 (the “2050 Notes”, and together with the 2026 Notes and the 2030 Notes, the “Notes”). The notes are governed by New York law.

The Notes are unsecured, unsubordinated indebtedness of AstraZeneca PLC and rank equally with all of AstraZeneca PLC’s other unsecured and unsubordinated indebtedness from time to time outstanding.

There is no sinking fund for any series of Notes. We have listed the Notes on the New York Stock Exchange.

Interest Payments and Maturity

For purposes of the description below, “business day” means any day which is not, in London, England or New York, New York, or the place of payment of amounts payable in respect of the Notes, a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or obligated by law, regulation or executive order to close. A “London business day” is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

Fixed Rate Notes

Maturity. The aggregate principal amounts of the 2026 Notes, the 2030 Notes and the 2050 Notes will mature and become due and payable, together with any accrued and unpaid interest, on April 8, 2026, August 6, 2030 and August 6, 2050, respectively.

Interest Rate. Each of the 2026 Notes, the 2030 Notes and the 2050 Notes will bear interest from their respective original issue dates until their principal amount is paid or made available for payment, at a rate equal to 0.700%, 1.375% and 2.125%, per annum, respectively, calculated on the basis of a 360-day year and twelve 30-day months.

Interest Payment Dates. Interest on the 2026 Notes will be paid semi-annually in arrears on April 8 and October 8 of each year, commencing April 8, 2021 (each a “2026 Interest Payment Date”). Interest on the 2030 Notes and the 2050 Notes will be paid semi-annually in arrears on February 6 and August 6 of each year, commencing February 6, 2021 (together with each 2026 Interest Payment Date, each an “Interest Payment Date”). However, if an Interest Payment Date would fall on a day that is not a business day, the Interest Payment Date will be postponed to the next succeeding day that is a business day, but no additional interest shall be paid unless we fail to make payment on such date.

Interest Periods. The first interest period for the Notes will be the period from and including the Issue date to but excluding the first Interest Payment Date. Thereafter, the interest periods for the Notes will be the periods from and including the Interest Payment Dates to but excluding the immediately succeeding Interest Payment Date (together with the first interest period, each an “Interest Period”). The final Interest Period will be the period from and including the Interest Payment Date immediately preceding the maturity date to the maturity date.

Redemption

As explained below, under certain circumstances we may redeem the notes before they mature. This means that we may repay them prior to maturity. The security holder has no right to require us to redeem the Notes. Each series of Notes will stop bearing interest on the applicable redemption date, even if the security holder does not collect his or her money. We will give notice of any redemption we propose to make to DTC at least 15 days, but no more than 60 days, before the applicable redemption date. Notice by DTC to its participants and by these participants to street name holders of indirect interests in the notes will be made according to arrangements among them and may be subject to statutory or regulatory requirements.

Optional Redemption

We may redeem the Notes of any series, in whole or in part, from time to time as follows: (i) prior to the applicable Par Call Date (as set forth below), at a redemption price equal to the greater of (A) 100% of the principal amount of the Notes to be redeemed, and (B) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (assuming for this purpose that such series of Notes matured on the applicable Par Call Date and not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus the applicable Make-Whole Spread (as set forth below) and (ii) on or after the applicable Par Call Date, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus, in each case, accrued interest thereon to but excluding the date of redemption.

In connection with such optional redemption, the following defined terms apply:

●	“Comparable treasury issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the applicable series of Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such series of Notes (assuming for this purpose that such series of Notes matured on the applicable Par Call Date).
●	“Comparable treasury price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the reference treasury dealer quotations for such redemption date, after excluding the highest and lowest such reference treasury dealer quotations, or (ii) if the Quotation Agent obtains fewer than three such reference treasury dealer quotations, the average of all such quotations.
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●	“Make-Whole Spread” means, with respect to (i) the 2026 Notes, 10 basis points, (ii) the 2030 Notes, 15 basis points and (iii) the 2050 Notes, 15 basis points.
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●	“Par Call Date” means, with respect to (i) the 2026 Notes, March 8, 2026, (ii) the 2030 Notes, May 6, 2030 and (iii) the 2050 Notes, February 6, 2050.
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●	“Quotation Agent” means the reference treasury dealer appointed by us.
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●	“Reference treasury dealer” means (i) each of BofA Securities, Inc., HSBC Securities (USA) Inc. and Mizuho Securities USA LLC and their respective successors or affiliates; provided, however, that if the foregoing shall cease to be a primary US government securities dealer in New York City (a “primary treasury dealer”), we shall substitute therefor another primary treasury dealer; and (ii) any other primary treasury dealer selected by us.
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●	“Reference treasury dealer quotations” means, with respect to each reference treasury dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., Eastern Time, on the third business day preceding such redemption date.
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●	“Treasury rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the comparable treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date.
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Optional Tax Redemption

In the event of various tax law changes and other limited circumstances that, in each case, occur after the date of this prospectus supplement and require us to pay additional amounts, as described below under “— Payment of Additional Amounts”, we may redeem all, but not less than all, of the Notes of any series at a price equal to 100% of the principal amount of such series of Notes plus accrued interest thereon to but excluding the date of redemption. This means we may repay any one or each series of Notes prior to maturity. We discuss our ability to redeem the Notes in greater detail under “Description of Debt Securities — Optional Tax Redemption” in the accompanying prospectus.

Further Issuances

We may, at our option, at any time and without the consent of the then existing noteholders, reopen any series of Notes and issue additional Notes in one or more transactions after the date of this prospectus supplement with terms (other than the issuance date and, possibly, first interest payment date, original interest accrual date and issue price) identical to such series of Notes issued hereby. These additional Notes will be deemed to have been part of the applicable series of Notes offered hereby and will provide the holders of these additional Notes the right to vote together with holders of the applicable series of Notes issued hereby; provided, however, that if these additional Notes are not fungible with the applicable series of Notes offered hereby for U.S. federal income tax purposes, these additional Notes will have a different CUSIP or other identifying number.

Form, Denomination, Clearance and Settlement

We will issue the Notes in fully registered form. Each series of Notes will be represented by one or more global securities registered in the name of a nominee of DTC. The security holder will hold beneficial interests in the Notes through DTC in book-entry form. The Notes will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The underwriters expect to deliver the Notes through the facilities of DTC on August 6, 2020. Indirect holders trading their beneficial interests in the Notes through DTC must trade in DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.

Payment of Additional Amounts

We agree that any amounts to be paid by us under the Notes of principal, premium and interest in respect of the Notes will be paid without deduction or withholding for, any and all present and future taxes, levies, duties, assessments, imposts or other governmental charges of whatever nature imposed, assessed, levied or collected by or for the account of the government of any jurisdiction in which we are resident for tax purposes (at the time of the issuance, the UK) or any political subdivision or taxing authority of such jurisdiction, unless such withholding or deduction is required by law. If such deduction or withholding is at any time required, we will pay such additional amounts as will result in the receipt of such amounts as would have been received by the holder had no such withholding or deduction been required, provided that we will not have to pay additional amounts if:

(i)the tax, levy, impost or other governmental charge would not have been imposed, assessed, levied or collected but for the holder’s (or certain beneficial owners’) connection to the jurisdiction in which we are resident for tax purposes, other than by merely holding the Note or by receiving principal, premium, if any, or interest, if any, on the Note, or enforcing the Note. These connections include where the holder or beneficial owner:

●	is or has been a domiciliary, national or resident of such jurisdiction;
●	is or has been engaged in a trade or business in such jurisdiction;
---	---
●	has or had a permanent establishment in such jurisdiction; or
---	---
●	is or has been physically present in such jurisdiction;
---	---

(iii)the tax, levy, impost or other governmental charge is an estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;

(iv)the tax, levy, impost or other governmental charge is payable in a manner that does not involve deduction or withholding from payments on or in respect of the relevant Note;

(v)the tax, levy, impost or other governmental charge would not have been imposed or withheld but for the failure of the holder or beneficial owner, upon a reasonable request, addressed to the holder, to comply with any certification, identification or other reporting requirement, concerning the holder’s or the beneficial owner’s nationality, residence, identity or connection with any jurisdiction in which we are resident for tax purposes, if compliance is required by any treaty, statute, regulation or administrative practice of such jurisdiction as a condition to relief or exemption from such tax, levy, impost or other governmental charge;

(vii)any combination of the taxes referred to in (i) through (vi) above.

Defeasance and Discharge

Paying Agent

Trustee

The Bank of New York Mellon is the trustee under the Indenture. The trustee’s address is The Bank of New York Mellon, Corporate Trust Office, 240 Greenwich Street, New York, NY 10286. The trustee will also serve as the paying agent for the Notes. See “— Paying Agent” immediately above.

Base Prospectus :

DESCRIPTION OF DEBT SECURITIES

General

The Trustee

The Bank of New York Mellon (as successor trustee to JPMorgan Chase Bank) is the trustee under the indenture. As trustee, it has two main roles:

●	first, it can enforce the security holder’s rights against us if we default on debt securities issued under the indenture. There are some limitations on the extent to which the trustee may act on the security holder’s behalf, described under “Defaults and Related Matters — Remedies if an event of default occurs” below; and
●	second, the trustee performs administrative duties for us, such as sending the security holder interest payments and notices.
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Types of Debt Securities

The prospectus supplement relating to a series of debt securities will describe the following terms of the series:

●	the title of the series of debt securities;
●	the aggregate principal amount of debt securities and any limit on the aggregate principal amount of the series of debt securities;
---	---
●	any stock exchange on which we will list the debt securities;
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●	the date or dates on which we will repay the principal amount of the series of debt securities or the method by which the date or dates will be determined;
---	---
●	any rate or rates at which the series of debt securities will bear interest or the method by which the interest rate or rates will be determined;
---	---
●	the date or dates from which any interest on the series of debt securities will accrue, the dates on which interest will be payable and the record dates for interest payments or the method by which such date or dates will be determined and the method by which interest will be calculated if different to a 360-day year of twelve 30-day months;
---	---
●	the place or places where the principal and any interest on debt securities will be payable if other than the corporate trust office of the trustee in New York, New York;
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●	the price or prices at which, the period or periods within which, the currency or currencies, currency unit or composite currency in which, and the terms and conditions upon which we may redeem the series of debt securities in whole or in part;
---	---
●	any right or obligation to redeem, repay or purchase the debt securities as a result of any sinking fund or similar provisions, or at the option of the holder of the debt securities and the period or periods within which, the price or prices at which and every other term and condition upon which the debt securities will be redeemed, repaid or purchased;
---	---
●	the denominations in which debt securities of the series are issuable, if other than denominations of $2,000 and any whole multiple of $1,000 in excess thereof;
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●	the portion of the principal amount of the series of debt securities payable if an acceleration of the maturity of the debt securities is declared, if other than the principal amount;
---	---
●	the currency, including any composite currency, of payment of the principal, premium, if any, and interest on the series of debt securities if other than US dollars;
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●	whether we or a holder of debt securities may elect to have the principal, premium, if any, or interest on the series of debt securities paid in a currency or composite currency other than the currency in which the debt securities are stated to be payable, and if so, any election period and the terms and conditions governing such an election;
---	---
●	whether we will be required to pay additional amounts for withholding taxes or other governmental charges and, if applicable, a related right to an optional tax redemption for such a series;
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●	any index used to determine the amount of payment of principal, premium, if any, and interest on the series of debt securities and how these amounts will be determined if they are not fixed when the debt securities are issued;
---	---
●	the forms of the series of debt securities;
---	---
●	the applicability of the provisions described later under “— Satisfaction, Discharge and Defeasance”;
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●	any authenticating or paying agents, transfer agents or registrars or any other agents acting in connection with the debt securities other than the trustee;
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●	if applicable, a discussion of any additional or alternative material US federal income and UK tax considerations; and
---	---
●	any other special features of the series of debt securities.
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We may issue the debt securities as original issue discount securities, which are debt securities offered and sold at a substantial discount to their stated principal amount.

Overview of the Remainder of this Description

The remainder of this description summarizes:

●	Additional mechanics relevant to the debt securities under normal circumstances, such as how the security holder transfers ownership and where we make payments.
●	The security holder’s right to receive payment of additional amounts due to changes in the tax withholding requirements of various jurisdictions.
---	---
●	The security holder’s rights under several special situations, such as if we merge with another company or if we want to redeem the debt securities for tax reasons.
---	---
●	Covenants contained in the indenture that restrict our ability to incur liens and undertake sale and leaseback transactions. A particular series of debt securities may have different covenants.
---	---
●	The security holder’s rights if we default.
---	---
●	The security holder’s rights if we want to modify the indenture.
---	---
●	Our relationship with the trustee.
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Additional Mechanics

Exchange and Transfer

The security holder may not exchange his or her registered debt securities for bearer securities.

The transfer or exchange of a registered debt security may be made only if the security registrar is satisfied with the security holder’s proof of ownership.

Payment and Paying Agents

Unless provided otherwise in the applicable prospectus supplement, we will pay interest, principal and any other money due on debt securities in registered form at the corporate trust office of The Bank of New York Mellon (as successor paying agent to JPMorgan Chase Bank) in the Borough of Manhattan, The City and State of New York as paying agent for the debt securities. That office is located at The Bank of New York Mellon, 240 Greenwich Street, New York, New York 10286. At our option, we may pay interest on any debt securities by check mailed to the registered holders.

Street name and other indirect holders should consult their banks or brokers for information on how they will receive payments.

Payment of Additional Amounts

●	the tax, levy, impost or other governmental charge would not have been imposed, assessed, levied or collected but for the holder’s (or certain related parties’) connection to the jurisdiction in which we are resident for tax purposes, other than by merely holding the debt security or by receiving principal, premium, if any, or interest, if any, on the debt security, or enforcing the debt security. These connections include where the holder or related party:
●	is or has been a domiciliary, national or resident of such jurisdiction;
---	---
●	is or has been engaged in a trade or business in such jurisdiction;
---	---
●	has or had a permanent establishment in such jurisdiction; or
---	---
●	is or has been physically present in such jurisdiction.
---	---
●	the tax, levy, impost or other governmental charge would not have been imposed, assessed, levied or collected but for presentation of the debt security for payment, if presentation is required, more than 30 days after the security became due or payment was provided for;
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●	the tax, levy, impost or other governmental charge is an estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;
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●	the tax, levy, impost or other governmental charge is payable in a manner that does not involve deduction or withholding from payments on or in respect of the relevant debt security;
---	---
●	the tax, levy, impost or other governmental charge would not have been imposed or withheld but for the failure of the holder or beneficial owner to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with any jurisdiction in which we are resident for tax purposes, as required by any treaty, statute, regulation or administrative practice of such jurisdiction as a condition to relief or exemption from such tax, levy, impost or other governmental charge;
---	---
●	the holder would have been able to avoid such withholding or deduction by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form required by the relevant tax authority, a declarative, claim, certificate, document or other evidence establishing exemption therefrom;
---	---
●	the tax, levy, impost or other governmental charge is imposed by the US or any political subdivision or taxing authority thereof or therein;
---	---
●	the holder of the debt security is a fiduciary, partnership or a person other than the sole beneficial owner of any payment that would be required, by the laws of the jurisdiction in which we are resident for tax purposes, to be included in income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership or a beneficial owner who would not have been entitled to the additional amounts had that beneficiary, settlor, partner or beneficial owner been the holder; or
---	---
●	any combination of the exceptions listed above.
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Mergers and Similar Events

●	any entity succeeding us must assume our obligations in relation to the debt securities and under the indenture; and
●	if the succeeding entity is not organized under the laws of the UK or a State of the United States, the succeeding entity’s assumption of our obligations in relation to the debt securities and under the indenture must include the obligation to pay any additional amounts as described under “— Payment of Additional Amounts”.
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Optional Tax Redemption

Covenants

Limitation on Liens

●	Restricted subsidiary means any wholly-owned subsidiary:
●	with substantially all of its property located within the UK or the US; and
---	---
●	which owns a principal property;
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●	A wholly-owned subsidiary means any corporation in which control, directly or indirectly, of all of the stock with ordinary voting power to elect the board of directors of that corporation is owned by us, or by one or more of our wholly-owned subsidiaries or by us and one or more of our wholly-owned subsidiaries.
●	A subsidiary, with respect to any person, is any corporation in which that person owns or controls directly or indirectly at least a majority of stock with ordinary voting power to elect a majority of the board of directors.
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●	Principal property means any manufacturing plant or facility or any research facility owned by us or any restricted subsidiary. A principal property must also be located within the UK or the US and have a gross book value (before deducting any depreciation reserve) exceeding 2% of our consolidated net tangible assets. Principal property does not include:
---	---
●	any plant or facility or research facility which in the opinion of our board of directors is not materially important to the total business conducted by us and our subsidiaries; or
---	---
●	any portion of a property described above which, in the opinion of our board of directors, is not materially important to the use or operation of the property.
---	---

●	Our consolidated net tangible assets mean AstraZeneca PLC’s consolidated total assets, after deducting:
●	all liabilities due within one year (other than short-term borrowings and long-term debt due within one year); and
---	---
●	all goodwill, trade names, trademarks, patents and other similar types of intangible assets as shown on the audited consolidated balance sheet contained in the latest annual report to our shareholders.
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This restriction on liens does not apply to debt secured by a number of different types of liens. These types of liens include the following:

●	any lien on property, shares of stock or indebtedness of any corporation existing at the time the corporation becomes a restricted subsidiary;
●	any lien on property or shares of stock existing at the time of acquisition of that property or those shares of stock, or to secure the payment of all or any part of the purchase price of that property or those shares of stock, or to secure any debt incurred before, at the time of, or within twelve months after, in the case of shares of stock, the acquisition of the shares of stock and, in the case of property, the later of the acquisition, completion of construction (including any improvements on an existing property) or commencement of the commercial operation of the property, where the debt is incurred to finance all or any part of the purchase price;
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●	any lien securing debt owed to us or to any of our restricted subsidiaries by us or any of our restricted subsidiaries;
---	---
●	any lien existing at the date of the indenture;
---	---
●	any lien on a principal property to secure debt incurred to finance all or part of the cost of improving, constructing, altering or repairing any building, equipment or facilities or of any other improvements on all or any part of that principal property, if the debt is incurred before, during, or within twelve months after completing the improvement, construction, alteration or repair;
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●	any lien on property owned or held by any corporation or on shares of stock or indebtedness of any corporation, where the lien existed either at the time the corporation is merged, consolidated or amalgamated with either us or a restricted subsidiary or at the time of a sale, lease or other disposition of all or substantially all of the property of a corporation to us or a restricted subsidiary;
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●	any lien arising by operation of law and not securing amounts more than 90 days overdue or otherwise being contested in good faith;
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●	any lien arising by operation of law over any credit balance or cash held in any account with a financial institution;
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●	any rights of financial institutions to offset credit balances in connection with the operation of cash management programs established for our benefit and/or the benefit of any restricted subsidiary;
---	---
●	any lien incurred or deposits made in the ordinary course of business, including but not limited to:
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●	any mechanics’, materialmen’s, carriers’, workmen’s, vendors’ or other similar liens;
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●	any liens securing amounts in connection with workers’ compensation, unemployment insurance and other types of social security; and
---	---
●	any easements, rights-of-way, restrictions and other similar charges;
---	---
●	any liens incurred or deposits made securing the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, performance and return of money bonds and other obligations of a similar nature incurred in the ordinary course of business;
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●	any lien securing taxes or assessments or other applicable governmental charges or levies;
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●	any extension, renewal or replacement or successive extensions, renewals or replacements, in whole or in part, of any lien included in the preceding paragraphs or of any of the debt secured under the preceding paragraphs, so long as the principal amount of debt secured does not exceed the principal amount of debt secured at the time of the extension, renewal or replacement, and that the extension, renewal or replacement lien is limited to all or any part of the same property or shares of stock that secured the lien extended, renewed or replaced (including improvements on that property), or property received or shares of stock issued in substitution or exchange; and
---	---
●	any lien in favor of us or any subsidiary of ours.
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The following types of transactions will not be deemed to create debt secured by a lien and, therefore, will also not be subject to the restriction on liens:

●

Limitation on Sale and Lease-Back Transactions

Neither we nor any of our restricted subsidiaries will enter into any sale and lease-back transaction involving a principal property without complying with this covenant.

This restriction does not apply to any sale and lease-back transaction if:

●	we or the restricted subsidiary seeking to enter into the sale and lease-back could incur, assume or guarantee debt secured by a lien on the principal property to be leased without equally and ratably securing the debt securities offered by this prospectus as a result of one or more of the exceptions to the limitation on liens as described under “— Limitation on Liens” above;
●	within twelve months before or after the sale or transfer, regardless of whether the sale or transfer may have been made by us or a restricted subsidiary, we apply, an amount equal to the net proceeds of the sale or transfer (in the case of a sale or transfer for cash), or an amount equal to the fair value of the principal property so leased at the time of entering into the sale or transfer as determined by our board of directors (in the case of a sale or transfer otherwise than for cash), to
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●	the retirement of indebtedness for money borrowed, incurred or assumed by us or any restricted subsidiary which matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of incurring, assuming or guaranteeing such debt, or
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●	investment in any principal property or principal properties.
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This restriction on sale and lease-back transactions also does not apply to any transaction between us and a restricted subsidiary, or between restricted subsidiaries.

Default and Related Matters

Events of Default

A holder of debt securities of a particular series will have special rights if any event of default occurs with respect to that series and is not cured, as described later in this subsection.

What is an event of default? An event of default means any of the following:

●	Interest — default for 30 days in the payment of any installment of interest on the series of debt securities;
●	Principal — default in the payment of all or any part of the principal of the series of debt securities when such principal becomes due and payable either at maturity, upon redemption, by acceleration or otherwise;
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●	Sinking Fund Installment — default in the payment of any sinking fund installment as and when such installment becomes due and payable by the specific terms of the series of debt securities or beyond any period of grace;
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●	Covenant — breach or default by us in the performance of a covenant or warranty in respect of the debt securities of the relevant series which has not been remedied for ninety days after we receive written notice of the default from the trustee or we and the trustee receive written notice of the default from the holders of at least 25% of the principal amount of the debt securities of all affected series;
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●	Bankruptcy — certain events of bankruptcy, insolvency or reorganization affecting us; or
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●	Other — any other event of default provided in any supplemental indenture or resolution of our board of directors under which a particular series is issued or in the form of security for such series.
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●	the security holder must give the trustee written notice that an event of default has occurred and remains uncured;
●	the holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action; and
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●	the trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity and the trustee has not received an inconsistent direction from the holders of a majority in principal amount of all outstanding debt securities of the relevant series during that period.
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These limitations do not apply to a suit instituted by the security holder for the enforcement of payment of the principal or interest on a debt security on or after the respective due dates.

Modification of the Indenture and Waiver

There are three types of changes we can make to the indenture and any series of the debt securities.

Changes not requiring approval. The first type of change does not require any vote by holders of debt securities. The security holder’s consent is not required to do any of the following:

●	to transfer or pledge any property or assets to the trustee as security for any series of the debt securities;
●	to evidence the succession of any successor corporation to us as described under “Mergers and Similar Events” above;
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●	to evidence the succession of any successor trustee under the indenture or to add to or change any provisions of the indenture as necessary to provide for the appointment of an additional trustee or trustees;
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●	to add to our covenants or to add additional events of default for the benefit of the holders of any series of the debt securities;
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●	to cure any ambiguity or to correct or supplement any provision of the indenture that may be defective or inconsistent with any other provision of the indenture; or
---	---
●	to make any other provisions with respect to matters or questions arising under the indenture as our board of directors may deem necessary or desirable and that shall not adversely affect the interests of holders of any series of the debt securities in any material respect.
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●	extend the final maturity of a debt security;
●	reduce the principal amount of a debt security;
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●	reduce the rate or extend the time of payment of any interest on a debt security;
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●	reduce any amount payable on redemption of a debt security;
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●	reduce the amount of principal due and payable upon an acceleration of the maturity or provable in bankruptcy of a debt security issued at an original issue discount;
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●	impair the security holder’s right to sue for payment;
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●	impair any right of repayment at the option of the holder;
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●	reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indenture; or
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●	change in any manner adverse to the holders of the debt securities our obligations relating to the payment of principal and interest, and sinking fund payments.
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Satisfaction, Discharge and Defeasance

We may terminate our repayment and obligations on the debt securities, when:

●	we have paid or caused to be paid the principal of and interest, if any, then due and payable on all outstanding debt securities of any series; or
●	we have delivered to the trustee for cancellation all outstanding debt securities of any series; or
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●	all the outstanding debt securities of the series that have not been delivered to the trustee for cancellation have become or will become due and payable within one year and we have made arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in our name; and
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●	we have deposited with the trustee sufficient funds to pay and discharge the entire indebtedness on the series of debt securities to pay principal and interest, if any, and paid all other sums payable under the indenture.
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●	we must deposit in trust for the security holder’s benefit and the benefit of all other direct holders of the debt securities a combination of money and government obligations that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates; and
●	we must deliver to the trustee a legal opinion of our counsel to the effect that the holders of the debt securities of that series will not recognize gain or loss for US federal income tax purposes as a result of the defeasance and will be subject to the same US federal income tax as would be the case if the defeasance did not occur.
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However, even if we take these actions, a number of our obligations relating to the debt securities will remain. These include the following obligations:

●	to register the transfer and exchange of debt securities and our right of optional redemption, if any;
●	to replace mutilated, defaced, destroyed, lost or stolen debt securities;
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●	to pay principal and interest, if any, on the original stated due dates and any remaining rights of the holders to receive sinking fund payments, if any, from funds deposited with the trustee;
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●	immunities of the trustee; and
---	---
●	to hold money for payment in trust.
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Government obligation means securities that are:

●	direct obligations of the US or any foreign government of a sovereign state for the payment of which is pledged by the full faith and credit of the US or such foreign government; or
●	obligations of an entity controlled or supervised by and acting as an agency or instrumentality of the US or any foreign government of a sovereign state the payment of which is unconditionally guaranteed as a full faith and credit obligation of the US or such foreign government;
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and are not callable or redeemable at the option of the issuer. Government obligation also includes:

●

Notices

We and the trustee will send notices only to direct holders, using their addresses registered in the trustee’s records.

Governing Law

The debt securities and the indenture will be governed by and construed in accordance with the laws of the State of New York.

Concerning the Trustee

The Bank of New York Mellon acts as the trustee with respect to certain debt securities of certain of our subsidiaries.

F.	6.450% Notes due 2037

Prospectus Supplement :

DESCRIPTION OF NOTES

General

We offered $2,750,000,000 initial aggregate principal amount of 6.45% Notes due 2037 (the “2037 Notes” or the “Fixed Rate Notes” or the “notes”). The notes are governed by New York law.

The notes are unsecured, unsubordinated indebtedness of AstraZeneca PLC and rank equally with all of AstraZeneca PLC’s other unsecured and unsubordinated indebtedness.

There is no sinking fund for any series of notes. We have listed the notes on the New York Stock Exchange.

Interest Payments and Maturity

For purposes of the description below, “business day” means a London business day on which commercial banks and foreign exchange markets are generally open to settle payments in New York. “London business day” means any day on which dealings in deposits in US dollars are transacted in the London interbank market.

Fixed Rate Notes

Maturity. The principal amount of the 2037 Notes will mature and become due and payable, together with any accrued and unpaid interest, on September 15, 2012, September 15, 2017 and September 15, 2037, respectively.

Interest Rate. The 2037 Notes will bear interest from their respective original issue date until their principal amount is paid or made available for payment, at a rate equal to 6.45% per annum, respectively, calculated on the basis of a 360-day year and twelve 30-day months.

Interest Payment Dates. Interest on the Fixed Rate Notes will be paid semi-annually in arrears on September 15 and March 15 of each year, commencing March 15, 2008 (each a “Fixed Rate Interest Payment Date”). However, if a Fixed Rate Interest Payment Date would fall on a day that is not a business day, the Fixed Rate Interest Payment Date will be postponed to the next succeeding day that is a business day, but no additional interest shall be paid unless we fail to make payment on such date.

Interest Periods. The first interest period for the Fixed Rate Notes will be the period from and including the Issue date to but excluding the first Fixed Rate Interest Payment Date. Thereafter, the interest periods for the Fixed Rate Notes will be the periods from and including the Fixed Rate Interest Payment Dates to but excluding the immediately succeeding Fixed Rate Interest Payment Date (together with the first interest period, each a “Fixed Rate Interest Period”). The final Fixed Rate Interest Period will be the period from and including the Fixed Rate Interest Payment Date immediately preceding the maturity date to the maturity date.

Redemption

As explained below, under certain circumstances we may redeem the notes before they mature. This means that we may repay them early. The security holder has no right to require us to redeem the notes. Notes will stop bearing interest on the redemption date, even if the security holder does not collect his or her money. We will give notice to DTC of any redemption we propose to make at least 30 days, but no more than 60 days, before the redemption date. Notice by DTC to participating institutions and by these participants to street name holders of indirect interests in the notes will be made according to arrangements among them and may be subject to statutory or regulatory requirements.

Optional Redemption

Fixed Rate Notes

We may redeem the Fixed Rate Notes, in whole or in part, at any time and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of the Fixed Rate Notes, and (ii) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest of the Fixed Rate Notes to be redeemed (not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus the Make-Whole Spread (as set forth below) plus, in each case, accrued interest thereon to the date of redemption. In connection with such optional redemption, the following defined terms apply:

●	“Treasury rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the comparable treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date.
●	“Comparable treasury issue” means the United States Treasury security selected by the quotation agent as having a maturity comparable to the remaining term of the applicable series of Fixed Rate Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such series of Fixed Rate Notes.
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●	“Comparable treasury price” means, with respect to any redemption date, (i) the average of the reference treasury dealer quotations for such redemption date, after excluding the highest and lowest such reference treasury dealer quotations, or (ii) if the trustee obtains fewer than three such reference treasury dealer quotations, the average of all such quotations.
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●	“Quotation agent” means the reference treasury dealer appointed by us.
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●	“Reference treasury dealer” means (i) each of Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co., HSBC Securities (USA), and J.P. Morgan Securities Inc., and their respective successors; provided, however, that if the foregoing shall cease to be a primary US government securities dealer in New York City (a “primary treasury dealer”), we shall substitute therefor another primary treasury dealer; and (ii) any other primary treasury dealer selected by us.
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●	“Reference treasury dealer quotations” means, with respect to each reference treasury dealer and any redemption date, the average, as determined by the quotation agent, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by such reference treasury dealer at 5:00 p.m., Eastern Standard Time, on the third business day preceding such redemption date.
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●	“Make-Whole Spread” means 30 basis points.
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Optional Tax Redemption

In the event of various tax law changes after the date of this prospectus supplement and other limited circumstances that require us to pay additional amounts, as described in the Base Prospectus under “Description of Debt Securities — Payment of Additional Amounts”, we may redeem the notes for redemption at a price equal to 100% of the principal amount of the notes plus accrued interest to the date of redemption. This means we may repay the notes early. We discuss our ability to redeem the notes in greater detail under “Description of Debt Securities — Optional Tax Redemption”.

Repurchase upon Change of Control Repurchase Event

If a Change of Control Repurchase Event (as defined below) occurs with respect to the notes, unless the notes are otherwise subject to redemption as described under “— Redemption” above and we have elected to exercise our right to redeem such notes, we will make an offer to each holder of notes to repurchase all or any part (in integral multiples of $1,000) of that holder’s notes at a repurchase price in cash equal to 101% of the aggregate principal amount of notes repurchased plus any accrued and unpaid interest on the notes repurchased to the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at our option, prior to any Change of Control (as defined below), but after the public announcement of an impending Change of Control, we will mail a notice to each holder, with a copy to the trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to repurchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.

We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the notes, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Repurchase Event provisions of the notes by virtue of such conflict.

On the Change of Control Repurchase Event payment date, we will, to the extent lawful:

●	accept for payment all notes or portions of notes (in integral multiples of $1,000) properly tendered pursuant to our offer;
●	deposit with the trustee an amount equal to the aggregate repurchase price in respect of all notes or portions of notes properly tendered; and
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●	deliver or cause to be delivered to the trustee the notes properly accepted, together with an officers’ certificate stating the aggregate principal amount of notes being purchased by us.
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The trustee will promptly mail to each holder of notes properly tendered the repurchase price for the notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new note equal in principal amount to any unpurchased portion of any notes surrendered; provided, that each new note will be in a principal amount of $1,000 or an integral multiple of $1,000 in excess thereof.

We will not be required to make an offer to repurchase the notes upon Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us, and such third party purchases all notes properly tendered and not withdrawn under its offer.

Definitions

“Below Investment Grade Rating Event” means the notes are rated below Investment Grade by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of AstraZeneca PLC and its subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than AstraZeneca PLC or one of its subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of Astra Zeneca PLC’s Voting Stock; or (3) the first day on which a majority of the members of AstraZeneca PLC’s Board of Directors are not Continuing Directors.

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of AstraZeneca PLC who (1) was a member of such Board of Directors on the date of the issuance of the notes; or (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) and a rating of BBB– or better by S&P (or its equivalent under any successor rating categories of S&P); or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by us.

“Moody’s” means Moody’s Investors Service Inc.

“Rating Agency” means (1) each of Moody’s and S&P; and (2) if any of Moody’s or S&P ceases to rate the notes or fails to make a rating of the notes publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by us as a replacement agency for Moody’s or S&P, as the case may be.

“S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc.

“Voting Stock” means AstraZeneca PLC’s issued ordinary share capital.

Further Issuances

We may, without the consent of the holders of notes, issue additional notes having the same ranking and same interest rate, maturity date, redemption terms and other terms as the notes described in this prospectus supplement. Any such additional notes, together with the notes offered by this prospectus supplement, will constitute a single series of securities under the Indenture. There is no limitation on the amount of notes or other debt securities that we may issue under such indenture.

We may offer additional notes of with OID for US federal income tax purposes as part of a further issue. Purchasers of notes after the date of any further issue will not be able to differentiate between notes sold as part of such further issue and previously issued notes. If we were to issue additional notes with OID, purchasers of notes after such further issue may be required to accrue OID (or greater amounts of OID than they would otherwise have accrued) with respect to their notes. This may affect the price of outstanding notes following a further issue. Purchasers are advised to consult legal counsel with respect to the implications of any future decision by us to undertake a further issue of notes of any series with OID.

Form, Denomination, Clearance and Settlement

We will issue the notes in fully registered form. The notes will be represented by one or more global securities registered in the name of a nominee of DTC. The security holder will hold beneficial interests in the notes through DTC in book-entry form. The notes will be issued in minimum denominations of $1,000 and in integral multiples of $1,000. The underwriters expect to deliver the notes through the facilities of DTC on September 12, 2007. Indirect holders trading their beneficial interests in the notes through DTC must trade in DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.

Payment of principal of and interest on the notes, so long as the notes are represented by global securities, as discussed below, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.

Payment of Additional Amounts

For more information on additional amounts and the situations in which AstraZeneca PLC may be required to pay additional amounts, see “Description of Debt Securities — Payment of Additional Amounts” in the Base Prospectus below.

Defeasance and Discharge

We may release ourselves from any payment or other obligations on the notes as described under “Description of Debt Securities — Satisfaction, Discharge and Defeasance” in the Base Prospectus.

Paying Agent and Calculation Agent

Trustee

As a result of the transfer of JPMorgan Chase Bank’s corporate trust business to The Bank of New York effective October 1, 2006, The Bank of New York is the trustee under the Indenture. The trustee’s address is

The Bank of New York, Corporate Trust Office, 101 Barclay Street, New York, NY 10286. The trustee will also serve as the principal paying agent for the notes. See “— Paying Agent and Calculation Agent” immediately above.

Base Prospectus :

DESCRIPTION OF DEBT SECURITIES

We may issue debt securities using this prospectus. As required by US federal law for all publicly offered corporate bonds and notes, the debt securities are governed by a document called an indenture. The indenture relating to the debt securities issued by us is a contract, dated as of April 1, 2004, between AstraZeneca PLC and JPMorgan Chase Bank, as trustee. As a result of the transfer of JPMorgan Chase Bank’s corporate trust business to The Bank of New York effective October 1, 2006, The Bank of New York is the trustee under the indenture. See “— The Trustee” below.

General

This section summarizes the material provisions of the indenture and the debt securities. Because it is a summary, it does not describe every aspect of the indenture or the debt securities. This summary is subject to and qualified in its entirety by reference to all of the indenture provisions, including some of the terms used and defined in the indenture. We describe the meaning of only the more important terms in this prospectus. We also include references in parentheses to some sections of the indenture. Whenever we refer to particular sections or defined terms of the indenture in this prospectus or in the prospectus supplement, those sections or defined terms are incorporated by reference here or in the prospectus supplement. This summary is also subject to and qualified by reference to the description of the particular terms of the security holder’s series of debt securities described in the prospectus supplement.

The Trustee

The Bank of New York (as successor trustee to JPMorgan Chase Bank) is the trustee under the indenture. As trustee, it has two main roles:

●	first, it can enforce the security holder’s rights against us if we default on debt securities issued under the indenture. There are some limitations on the extent to which the trustee may act on the security holder’s behalf, described under “Defaults and Related Matters — Remedies if an event of default occurs” below; and
●	second, the trustee performs administrative duties for us, such as sending the security holder interest payments and notices.
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Types of Debt Securities

The prospectus supplement relating to a series of debt securities will describe the following terms of the series:

●	the title of the series of debt securities;
●	the aggregate principal amount of debt securities and any limit on the aggregate principal amount of the series of debt securities;
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●	any stock exchange on which we will list the debt securities;
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●	the date or dates on which we will repay the principal amount of the series of debt securities or the method by which the date or dates will be determined;
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●	any rate or rates at which the series of debt securities will bear interest or the method by which the interest rate or rates will be determined;
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●	the date or dates from which any interest on the series of debt securities will accrue, the dates on which interest will be payable and the record dates for interest payments or the method by which such date or dates will be determined and the method by which interest will be calculated if different to a 360-day year of twelve 30-day months;
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●	the place or places where the principal and any interest on debt securities will be payable if other than the corporate trust office of the trustee in New York, New York;
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●	the price or prices at which, the period or periods within which, the currency or currencies, currency unit or composite currency in which, and the terms and conditions upon which we may redeem the series of debt securities in whole or in part;
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●	any right or obligation to redeem, repay or purchase the debt securities as a result of any sinking fund or similar provisions, or at the option of the holder of the debt securities and the period or periods within which, the price or prices at which and every other terms and conditions upon which the debt securities will be redeemed, repaid or purchased;
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●	the denominations in which debt securities of the series are issuable, if other than denominations of $1,000 and any multiple of $1,000;
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●	the portion of the principal amount of the series of debt securities payable if an acceleration of the maturity of the debt securities is declared, if other than the principal amount;
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●	the currency, including any composite currency, of payment of the principal, premium, if any, and interest on the series of debt securities if other than US dollars;
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●	whether we or a holder of debt securities may elect to have the principal, premium, if any, or interest on the series of debt securities paid in a currency or composite currency other than the currency in which the debt securities are stated to be payable, and if so, any election period and the terms and conditions governing such an election;
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●	whether we will be required to pay additional amounts for withholding taxes or other governmental charges and, if applicable, a related right to an optional tax redemption for such a series;
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●	any index used to determine the amount of payment of principal, premium, if any, and interest on the series of debt securities and how these amounts will be determined if they are not fixed when the debt securities are issued;
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●	the forms of the series of debt securities;
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●	the applicability of the provisions described later under “— Satisfaction, Discharge and Defeasance”;
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●	any authenticating or paying agents, transfer agents or registrars or any other agents acting in connection with the debt securities other than the trustee;
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●	if applicable, a discussion of any additional material US federal income and UK tax considerations; and
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●	any other special features of the series of debt securities.
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We may issue the debt securities as original issue discount securities, which are debt securities offered and sold at a substantial discount to their stated principal amount.

Overview of the Remainder of this Description

The remainder of this description summarizes:

●	Additional mechanics relevant to the debt securities under normal circumstances, such as how the security holder transfers ownership and where we make payments.
●	The security holder’s right to receive payment of additional amounts due to changes in the tax withholding requirements of various jurisdictions.
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●	The security holder’s rights under several special situations, such as if we merge with another company or if we want to redeem the debt securities for tax reasons.
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●	Covenants contained in the indenture that restrict our ability to incur liens and undertake sale and leaseback transactions. A particular series of debt securities may have different covenants.
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●	The security holder’s rights if we default.
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●	The security holder’s rights if we want to modify the indenture.
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●	Our relationship with the trustee.
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Additional Mechanics

Exchange and Transfer

Unless otherwise stated in the prospectus supplement, the debt securities will be issued only in fully registered form without interest coupons in denominations of $1,000 or whole multiples of $1,000. The security holder may have his or her debt securities broken into more debt securities of smaller $1,000 denominations or combined into fewer debt securities of larger $1,000 denominations, as long as the total principal amount is not changed. This is called an exchange.

The security holder may not exchange his or her registered debt securities for bearer securities.

The transfer or exchange of a registered debt security may be made only if the security registrar is satisfied with the security holder’s proof of ownership.

Payment and Paying Agents

Unless otherwise specified in the prospectus supplement, we will pay interest, principal and any other money due on debt securities in registered form at the corporate trust office of The Bank of New York (as successor paying agent to JPMorgan Chase Bank) in the Borough of Manhattan, The City and State of New York as paying agent for the debt securities. That office is located at The Bank of New York, 101 Barclay Street, New York, New York 10286. At our option, we may pay interest on any debt securities by check mailed to the registered holders.

Street name and other indirect holders should consult their banks or brokers for information on how they will receive payments.

Whenever there are changes in the paying agents for any particular series of debt securities we must notify the trustee.

Payment of Additional Amounts

We agree that any amounts to be paid by us under any series of debt securities of principal, premium and interest in respect of the debt securities will be paid without deduction or withholding for, any and all present and future taxes, levies, duties, assessments, imposts or other governmental charges of whatever nature imposed, assessed, levied or collected by or for the account of the government of any jurisdiction in which we are resident for tax purposes (at the time of the issuance, the UK) or any political subdivision or taxing authority of such jurisdiction, unless such withholding or deduction is required by law. If such deduction or withholding is at anytime required, we will (subject to compliance by the security holder with any relevant administrative requirements) pay the security holder additional amounts as will result in the security holder’s receipt of such amounts as the security holder would have received had no such withholding or deduction been required.

The indenture provides that we will not have to pay additional amounts in certain specified circumstances, and that those circumstances may be modified or supplemented for different series of debt securities. Unless the prospectus supplement for a series of debt securities provides otherwise, debt securities issued using this prospectus will provide that we will not have to pay additional amounts if:

●	the tax, levy, impost or other governmental charge would not have been imposed, assessed, levied or collected but for the holder’s connection to the jurisdiction in which we are resident for tax purposes, other than by merely holding the debt security or by receiving principal, premium, if any, or interest, if any, on the debt security, or enforcing the debt security. These connections include where the holder or related party:
●	is or has been a domiciliary, national or resident of such jurisdiction;
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●	is or has been engaged in a trade or business in such jurisdiction;
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●	has or had a permanent establishment in such jurisdiction; or
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●	is or has been physically present in such jurisdiction.
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●	the tax, levy, impost or other governmental charge would not have been imposed, assessed, levied or collected but for presentation of the debt security for payment, if presentation is required, more than 30 days after the security became due or payment was provided for;
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●	the tax, levy, impost or other governmental charge is an estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;
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●	the tax, levy, impost or other governmental charge is payable in a manner that does not involve deduction or withholding from payments on or in respect of the relevant debt security;
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●	the tax, levy, impost or other governmental charge would not have been imposed or withheld but for the failure of the holder or beneficial owner to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with any jurisdiction in which we are resident for tax purposes, as required by any treaty, statute, regulation or administrative practice of such jurisdiction as a condition to relief or exemption from such tax, levy, impost or other governmental charge;
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●	the tax, levy, impost or other governmental charge is imposed on a payment to or for an individual and is required to be made pursuant to the European Union Directive 2003/48/EC on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive;
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●	the holder would have been able to avoid such withholding or deduction by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form required by the relevant tax authority, a declarative, claim, certificate, document or other evidence establishing exemption therefrom;
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●	the holder would have been able to avoid such withholding or deduction by presenting the relevant debt security to another paying agent in a Member State of the EU or elsewhere; and
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●	the holder of the debt security is a fiduciary, partnership or a person other than the sole beneficial owner of any payment that would be required, by the laws of the jurisdiction in which we are resident for tax purposes, to be included in income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership or a beneficial owner who would not have been entitled to the additional amounts had that beneficiary, settlor, partner or beneficial owner been the holder.
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Mergers and Similar Events

●	any entity succeeding us must assume our obligations in relation to the debt securities and under the indenture;
●	if the succeeding entity is not organized under the laws of the United Kingdom or a State of the United States, the succeeding entity’s assumption of our obligations in relation to the debt securities and under the indenture must include the obligation to pay any additional amounts as described under “— Payment of Additional Amounts”.
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Optional Tax Redemption

This first situation applies only in the case of changes, amendments, applications, interpretations or executions that occur on or after the date specified in the prospectus supplement for the applicable series of debt securities. If we are succeeded by another entity, the applicable jurisdiction will be the jurisdiction in which such successor is resident for tax purposes, rather than the jurisdiction in which we are resident for tax purposes, and the applicable date will be the date such entity became successor, rather than the date specified in the prospectus supplement.

The second situation is where our independent legal adviser has advised us that, as a result of action taken by a taxation authority of, or any action brought in a court of competent jurisdiction in, the jurisdiction in which we are resident for tax purposes, after the date specified in the prospectus supplement for the applicable series of debt securities, we would have to pay additional amounts as described under “— Payment of Additional Amounts” and the payment of such additional amounts cannot be avoided by the use of reasonable measures available to us. If we are succeeded by another entity, the applicable jurisdiction will be the jurisdiction in which such successor is resident for tax purposes, rather than the jurisdiction in which we are resident for tax purposes and the applicable date will be the date such entity became our successor.

Covenants

Limitation on Liens

●	Restricted subsidiary means any wholly-owned subsidiary:
●	with substantially all of its property located within the UK or the US; and
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●	which owns a principal property;
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●	A wholly-owned subsidiary means any corporation in which control, directly or indirectly, of all of the stock with ordinary voting power to elect the board of directors of that corporation is owned by us, or by one or more of our wholly-owned subsidiaries or by us and one or more of our wholly-owned subsidiaries.
●	A subsidiary, with respect to any person, is any corporation in which that person owns or controls directly or indirectly at least a majority of stock with ordinary voting power to elect a majority of the board of directors.
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●	Principal property means any manufacturing plant or facility or any research facility owned by us or any restricted subsidiary. A principal property must also be located within the UK or the US and have a gross book value (before deducting any depreciation reserve) exceeding 2% of our consolidated net tangible assets. Principal property does not include:
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●	any plant or facility or research facility which in the opinion of our board of directors is not materially important to the total business conducted by us and our subsidiaries; or
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●	any portion of a property described above which, in the opinion of our board of directors, is not materially important to the use or operation of the property.
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●	Our consolidated net tangible assets mean AstraZeneca PLC’s consolidated total assets, after deducting:
●	all liabilities due within one year (other than short-term borrowings and long-term debt due within one year); and
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●	all goodwill, trade names, trademarks, patents and other similar types of intangible assets as shown on the audited consolidated balance sheet contained in the latest annual report to our shareholders.
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This restriction on liens does not apply to debt secured by a number of different types of liens. These types of liens include the following:

●	any lien on property, shares of stock or indebtedness of any corporation existing at the time the corporation becomes a restricted subsidiary;
●	any lien on property or shares of stock existing at the time of acquisition of that property or those shares of stock, or to secure the payment of all or any part of the purchase price of that property or those shares of stock, or to secure any debt incurred before, at the time of, or within twelve months after, in the case of shares of stock, the acquisition of the shares of stock and, in the case of property, the later of the acquisition, completion of construction (including any improvements on an existing property) or commencement of the commercial operation of the property, where the debt is incurred to finance all or any part of the purchase price;
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●	any lien securing debt owed to us or to any of our restricted subsidiaries by us or any of our restricted subsidiaries;
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●	any lien existing at the date of the indenture;
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●	any lien on a principal property to secure debt incurred to finance all or part of the cost of improving, constructing, altering or repairing any building, equipment or facilities or of any other improvements on all or any part of that principal property, if the debt is incurred before, during, or within twelve months after completing the improvement, construction, alteration or repair;
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●	any lien on property owned or held by any corporation or on shares of stock or indebtedness of any corporation, where the lien existed either at the time the corporation is merged, consolidated or amalgamated with either us or a restricted subsidiary or at the time of a sale, lease or other disposition of all or substantially all of the property of a corporation to us or a restricted subsidiary;
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●	any lien arising by operation of law and not securing amounts more than 90 days overdue or otherwise being contested in good faith;
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●	any lien arising by operation of law over any credit balance or cash held in any account with a financial institution;
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●	any rights of financial institutions to offset credit balances in connection with the operation of cash management programs established for our benefit and/or the benefit of any restricted subsidiary;
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●	any lien incurred or deposits made in the ordinary course of business, including but not limited to:
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●	any mechanics’, materialmen’s, carriers’, workmen’s, vendors’ or other similar liens;
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●	any liens securing amounts in connection with workers’ compensation, unemployment insurance and other types of social security; and
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●	any easements, rights-of-way, restrictions and other similar charges;
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●	any liens incurred or deposits made securing the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, performance and return of money bonds and other obligations of a similar nature incurred in the ordinary course of business;
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●	any lien securing taxes or assessments or other applicable governmental charges or levies;
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●	any extension, renewal or replacement or successive extensions, renewals or replacements, in whole or in part, of any lien included in the preceding paragraphs or of any of the debt secured under the preceding paragraphs, so long as the principal amount of debt secured does not exceed the principal amount of debt secured at the time of the extension, renewal or replacement, and that the extension, renewal or replacement lien is limited to all or any part of the same property or shares of stock that secured the lien extended, renewed or replaced (including improvements on that property), or property received or shares of stock issued in substitution or exchange; and
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●	any lien in favor of us or any subsidiary of ours.
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The following types of transactions will not be deemed to create debt secured by a lien and, therefore, will also not be subject to the restriction on liens:

●

Limitation on Sale and Lease-Back Transactions

Neither we nor any of our restricted subsidiaries will enter into any sale and lease-back transaction involving a principal property without complying with this covenant.

This restriction does not apply to any sale and lease-back transaction if:

●	we or the restricted subsidiary seeking to enter into the sale and lease-back could incur, assume or guarantee debt secured by a lien on the principal property to be leased without equally and ratably securing the debt securities offered by this prospectus as a result of one or more of the exceptions to the limitation on liens as described under “— Limitation on Liens” above;
●	within twelve months before or after the sale or transfer, regardless of whether the sale or transfer may have been made by us or a restricted subsidiary, we apply, an amount equal to the net proceeds of the sale or transfer (in the case of a sale or transfer for cash), or an amount equal to the fair value of the principal property so leased at the time of entering into the sale or transfer as determined by our board of directors (in the case of a sale or transfer otherwise than for cash), to
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●	the retirement of indebtedness for money borrowed, incurred or assumed by us or any restricted subsidiary which matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of incurring, assuming or guaranteeing such debt, or
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●	investment in any principal property or principal properties.
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This restriction on sale and lease-back transactions also does not apply to any transaction between us and a restricted subsidiary, or between restricted subsidiaries.

Default and Related Matters

Events of Default

A holder of debt securities of a particular series will have special rights if any event of default occurs with respect to that series and is not cured, as described later in this subsection.

What is an event of default? An event of default means any of the following:

●	Interest — default for 30 days in the payment of any installment of interest on the series of debt securities;
●	Principal — default in the payment of all or any part of the principal of the series of debt securities when such principal becomes due and payable either at maturity, upon redemption, by acceleration or otherwise;
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●	Sinking Fund Installment — default in the payment of any sinking fund installment as and when such installment becomes due and payable by the specific terms of the series of debt securities or beyond any period of grace;
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●	Covenant — breach or default by us in the performance of a covenant or warranty in respect of the debt securities of the relevant series which has not been remedied for ninety days after we receive written notice of the default from the trustee or we and the trustee receive written notice of the default from the holders of at least 25% of the principal amount of the debt securities of all affected series;
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●	Bankruptcy — certain events of bankruptcy, insolvency or reorganization affecting us; or
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●	Other — any other event of default provided in any supplemental indenture or resolution of our board of directors under which a particular series is issued or in the form of security for such series.
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Remedies if an event of default occurs. If an event of default, other than a “Bankruptcy” default, has occurred (but only if, in the case of a “Covenant” default, the default has occurred for less than all series of debt securities then issued under the indenture and outstanding) and has not been cured, the trustee or the holders of at least 25% of the principal amount of debt securities of the affected series (each affected series voting as a separate class) may declare the principal amount (or, if the debt securities of a series are original issue discount securities, that portion of the principal amount as may be specified in the terms of that series) of all the debt securities of that series, together with any accrued interest, to be due and payable immediately. If an event of default has occurred under “Covenant” default with respect to all of the series of debt securities then issued under the indenture and outstanding, or under “Bankruptcy” default, and has not been cured, the trustee or the holders of at least 25% of the principal amount of all the debt securities then issued under the indenture and outstanding (treated as one class) may declare the principal (or, if any debt securities are original issue discount securities, that portion of the principal amount as may be specified in the terms of that series) of all debt securities then issued under the indenture and outstanding, together with any accrued interest, to be due and payable immediately. This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of at least a majority in principal amount of the debt securities of the affected series or by at least a majority in principal amount of all the debt securities then issued under the indenture and outstanding (voting as one class), as the case may be, if certain conditions are met.

●	the security holder must give the trustee written notice that an event of default has occurred and remains uncured;
●	the holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action; and
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●	the trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity and the trustee has not received an inconsistent direction from the holders of a majority in principal amount of all outstanding debt securities of the relevant series during that period.
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These limitations do not apply to a suit instituted by the security holder for the enforcement of payment of the principal or interest on a debt security on or after the respective due dates.

Modification of the Indenture and Waiver

There are three types of changes we can make to the indenture and any series of the debt securities.

Changes not requiring approval. The first type of change does not require any vote by holders of debt securities. The security holder’s consent is not required to do any of the following:

●	to transfer or pledge any property or assets to the trustee as security for any series of the debt securities;
●	to evidence the succession of any successor corporation to us as described under “Mergers and Similar Events” above;
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●	to evidence the succession of any successor trustee under the indenture or to add to or change any provisions of the indenture as necessary to provide for the appointment of an additional trustee or trustees;
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●	to add to our covenants or to add additional events of default for the benefit of the holders of any series of the debt securities;
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●	to cure any ambiguity or to correct or supplement any provision of the indenture that may be defective or inconsistent with any other provision of the indenture; or
---	---
●	to make any other provisions with respect to matters or questions arising under the indenture as our board of directors may deem necessary or desirable and that shall not adversely affect the interests of holders of any series of the debt securities in any material respect.
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●	extend the final maturity of a debt security;
●	reduce the principal amount of a debt security;
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●	reduce the rate or extend the time of payment of any interest on a debt security;
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●	reduce any amount payable on redemption of a debt security;
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●	reduce the amount of principal due and payable upon an acceleration of the maturity or provable in bankruptcy of a debt security issued at an original issue discount;
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●	impair the security holder’s right to sue for payment;
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●	impair any right of repayment at the option of the holder;
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●	reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indenture; or
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●	change in any manner adverse to the holders of the debt securities our obligations relating to the payment of principal and interest, and sinking fund payments.
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Satisfaction, Discharge and Defeasance

We may terminate our repayment and obligations on the debt securities, when:

●	we have paid or caused to be paid the principal of and interest, if any, then due and payable on all outstanding debt securities of any series;
●	we have delivered to the trustee for cancellation all outstanding debt securities of any series; or
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●	all the outstanding debt securities of the series that have not been delivered to the trustee for cancellation have become or will become due and payable within one year and we have made arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in our name, and we have deposited with the trustee sufficient funds to pay and discharge the entire indebtedness on the series of debt securities to pay principal and interest, if any.
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●	we must deposit in trust for the security holder’s benefit and the benefit of all other direct holders of the debt securities a combination of money and government obligations that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates; and
●	we must deliver to the trustee a legal opinion of our counsel to the effect that the holders of the debt securities of that series will not recognize gain or loss for US federal income tax purposes as a result of the defeasance and will be subject to the same federal income tax as would be the case if the defeasance did not occur.
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However, even if we take these actions, a number of our obligations relating to the debt securities will remain. These include the following obligations:

●	to register the transfer and exchange of debt securities and our right of optional redemption, if any;
●	to replace mutilated, defaced, destroyed, lost or stolen debt securities;
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●	to pay principal and interest, if any, on the original stated due dates and any remaining rights of the holders to receive sinking fund payments, if any, from funds deposited with the trustee;
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●	immunities of the trustee; and
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●	to hold money for payment in trust.
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Government obligation means securities that are:

●	direct obligations of the US or any foreign government of a sovereign state for the payment of which is pledged by the full faith and credit of the US or such foreign government; or
●	obligations of an entity controlled or supervised by and acting as an agency or instrumentality of the US or any foreign government of a sovereign state the payment of which is unconditionally guaranteed as a full faith and credit obligation of the US or such foreign government;
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and are not callable or redeemable at the option of the issuer. Government obligation also includes:

●

Notices

We and the trustee will send notices only to direct holders, using their addresses registered in the trustee’s records.

Governing Law

The debt securities and the indenture will be governed by and construed in accordance with the laws of the State of New York.

Concerning the Trustee

The Bank of New York acts as the trustee with respect to certain debt securities of certain of our subsidiaries.

G.	4.000% Notes due 2042

Prospectus Supplement :

DESCRIPTION OF NOTES

General

We offered $1,000,000,000 initial aggregate principal amount of 4.00% Notes due 2042 (the “2042 Notes” or the “notes”) The notes are governed by New York law.

The notes are unsecured, unsubordinated indebtedness of AstraZeneca PLC and rank equally with all of AstraZeneca PLC’s other unsecured and unsubordinated indebtedness from time to time outstanding.

There is no sinking fund for any series of notes. We have listed the notes on the New York Stock Exchange.

Interest Payments and Maturity

Maturity. The principal amount of 2042 Notes will mature and become due and payable, together with any accrued and unpaid interest, on September 18, 2042.

Interest Rate. The 2042 Notes will bear interest from their respective original issue date until their principal amount is paid or made available for payment, at a rate equal to 4.00% per annum, respectively, calculated on the basis of a 360-day year and twelve 30-day months.

Interest Payment Dates. Interest on the notes will be paid semi-annually in arrears on September 18 and March 18 of each year, commencing March 18, 2013 (each an “Interest Payment Date”). However, if an Interest Payment Date would fall on a day that is not a business day, the Interest Payment Date will be postponed to the next succeeding day that is a business day, but no additional interest shall be paid unless we fail to make payment on such date.

Interest Periods. The first interest period for the notes will be the period from and including the Issue date to but excluding the first Interest Payment Date. Thereafter, the interest periods for the notes will be the periods from and including the Interest Payment Dates to but excluding the immediately succeeding Interest Payment Date (together with the first interest period, each an “Interest Period”). The final Interest Period will be the period from and including the Interest Payment Date immediately preceding the maturity date to the maturity date.

Redemption

Optional Redemption

We may redeem the notes, in whole or in part, at any time and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of the notes, and (ii) as determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus the Make-Whole Spread (as set forth below) plus, in each case, accrued interest thereon to the date of redemption. In connection with such optional redemption, the following defined terms apply:

●	“Treasury rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the comparable treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date.
●	“Comparable treasury issue” means the United States Treasury security selected by the quotation agent as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes.
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●	“Comparable treasury price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the reference treasury dealer quotations for such redemption date, after excluding the highest and lowest such reference treasury dealer quotations, or (ii) if the trustee obtains fewer than three such reference treasury dealer quotations, the average of all such quotations.
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●	“Quotation agent” means the reference treasury dealer appointed by us.
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●	“Reference treasury dealer” means (i) each of Goldman, Sachs & Co., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC, and their respective successors or affiliates; provided, however, that if the foregoing shall cease to be a primary US government securities dealer in New York City (a “primary treasury dealer”), we shall substitute therefor another primary treasury dealer; and (ii) any other primary treasury dealer selected by us.
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●	“Reference treasury dealer quotations” means, with respect to each reference treasury dealer and any redemption date, the average, as determined by the quotation agent, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by such reference treasury dealer at 5:00 p.m., Eastern Standard Time, on the third business day preceding such redemption date.
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●	“Make-Whole Spread” means 20 basis points.
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Optional Tax Redemption

In the event of various tax law changes after the date of this prospectus supplement and other limited circumstances that require us to pay additional amounts, as described in the Base Prospectus under “Description of Debt Securities — Payment of Additional Amounts”, we may redeem all, but not less than all, of the notes at a price equal to 100% of the principal amount of the notes plus accrued interest to the date of redemption. This means we may repay the notes early. We discuss our ability to redeem the notes in greater detail under “Description of Debt Securities — Optional Tax Redemption”.

Further Issuances

We may offer additional notes with OID for US federal income tax purposes as part of a further issue. Purchasers of notes after the date of any further issue will not be able to differentiate between notes sold as part of such further issue and previously issued notes. If we were to issue additional notes with OID, purchasers of notes after such further issue may be required to accrue OID (or greater amounts of OID than they would otherwise have accrued) with respect to their notes. This may affect the price of outstanding notes following a further issue. Purchasers are advised to consult legal counsel with respect to the implications of any future decision by us to undertake a further issue of notes with OID.

Form, Denomination, Clearance and Settlement

beneficial interests in the notes through DTC must trade in DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.

Payment of Additional Amounts

Defeasance and Discharge

We may release ourselves from any payment or other obligations on the notes as described under “Description of Debt Securities — Satisfaction, Discharge and Defeasance” in the Base Prospectus.

Paying Agent

Trustee

Base Prospectus :

DESCRIPTION OF DEBT SECURITIES

We may issue debt securities using this prospectus. As required by US federal law for all publicly offered corporate bonds and notes, the debt securities are governed by a document called an indenture. The indenture relating to the debt securities issued by us is a contract, dated as of April 1, 2004, between AstraZeneca PLC and JPMorgan Chase Bank, as trustee. As a result of the transfer of JPMorgan Chase Bank’s corporate trust business to The Bank of New York Mellon (formerly known as The Bank of New York) effective October 1, 2006, The Bank of New York Mellon is the trustee under the indenture. See “— The Trustee” below.

General

This section summarizes the material provisions of the indenture and the debt securities. Because it is a summary, it does not describe every aspect of the indenture or the debt securities. This summary is subject to and qualified in its entirety by reference to all of the indenture provisions, including some of the terms used and defined in the indenture. We describe the meaning of only the more important terms in this prospectus. We also include references in parentheses to some sections of the indenture. Whenever we refer to particular sections or defined terms of the indenture in this prospectus or in the prospectus supplement, those sections or defined terms are incorporated by reference here or in the prospectus supplement. This summary is also subject to and qualified by reference to the description of the particular terms of the security holder’s series of debt securities described in the prospectus supplement.

The Trustee

The Bank of New York Mellon (as successor trustee to JPMorgan Chase Bank) is the trustee under the indenture. As trustee, it has two main roles:

●	first, it can enforce the security holder’s rights against us if we default on debt securities issued under the indenture. There are some limitations on the extent to which the trustee may act on the security holder’s behalf, described under “Defaults and Related Matters — Remedies if an event of default occurs” below; and
●	second, the trustee performs administrative duties for us, such as sending the security holder interest payments and notices.
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Types of Debt Securities

The prospectus supplement relating to a series of debt securities will describe the following terms of the series:

●	the title of the series of debt securities;
●	the aggregate principal amount of debt securities and any limit on the aggregate principal amount of the series of debt securities;
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●	any stock exchange on which we will list the debt securities;
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●	the date or dates on which we will repay the principal amount of the series of debt securities or the method by which the date or dates will be determined;
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●	any rate or rates at which the series of debt securities will bear interest or the method by which the interest rate or rates will be determined;
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●	the date or dates from which any interest on the series of debt securities will accrue, the dates on which interest will be payable and the record dates for interest payments or the method by which such date or dates will be determined and the method by which interest will be calculated if different to a 360-day year of twelve 30-day months;
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●	the place or places where the principal and any interest on debt securities will be payable if other than the corporate trust office of the trustee in New York, New York;
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●	the price or prices at which, the period or periods within which, the currency or currencies, currency unit or composite currency in which, and the terms and conditions upon which we may redeem the series of debt securities in whole or in part;
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●	any right or obligation to redeem, repay or purchase the debt securities as a result of any sinking fund or similar provisions, or at the option of the holder of the debt securities and the period or periods within which, the price or prices at which and every other term and condition upon which the debt securities will be redeemed, repaid or purchased;
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●	the denominations in which debt securities of the series are issuable, if other than denominations of $1,000 and any multiple of $1,000;
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●	the portion of the principal amount of the series of debt securities payable if an acceleration of the maturity of the debt securities is declared, if other than the principal amount;
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●	the currency, including any composite currency, of payment of the principal, premium, if any, and interest on the series of debt securities if other than US dollars;
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●	whether we or a holder of debt securities may elect to have the principal, premium, if any, or interest on the series of debt securities paid in a currency or composite currency other than the currency in which the debt securities are stated to be payable, and if so, any election period and the terms and conditions governing such an election;
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●	whether we will be required to pay additional amounts for withholding taxes or other governmental charges and, if applicable, a related right to an optional tax redemption for such a series;
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●	any index used to determine the amount of payment of principal, premium, if any, and interest on the series of debt securities and how these amounts will be determined if they are not fixed when the debt securities are issued;
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●	the forms of the series of debt securities;
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●	the applicability of the provisions described later under “— Satisfaction, Discharge and Defeasance”;
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●	any authenticating or paying agents, transfer agents or registrars or any other agents acting in connection with the debt securities other than the trustee;
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●	if applicable, a discussion of any additional material US federal income and UK tax considerations; and
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●	any other special features of the series of debt securities.
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We may issue the debt securities as original issue discount securities, which are debt securities offered and sold at a substantial discount to their stated principal amount.

Overview of the Remainder of this Description

The remainder of this description summarizes:

●	Additional mechanics relevant to the debt securities under normal circumstances, such as how the security holder transfers ownership and where we make payments.
●	The security holder’s right to receive payment of additional amounts due to changes in the tax withholding requirements of various jurisdictions.
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●	The security holder’s rights under several special situations, such as if we merge with another company or if we want to redeem the debt securities for tax reasons.
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●	Covenants contained in the indenture that restrict our ability to incur liens and undertake sale and leaseback transactions. A particular series of debt securities may have different covenants.
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●	The security holder’s rights if we default.
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●	The security holder’s rights if we want to modify the indenture.
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●	Our relationship with the trustee.
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Additional Mechanics

Exchange and Transfer

The security holder may not exchange his or her registered debt securities for bearer securities.

The transfer or exchange of a registered debt security may be made only if the security registrar is satisfied with the security holder’s proof of ownership.

Payment and Paying Agents

Street name and other indirect holders should consult their banks or brokers for information on how they will receive payments.

Payment of Additional Amounts

We agree that any amounts to be paid by us under any series of debt securities of principal, premium and interest in respect of the debt securities will be paid without deduction or withholding for, any and all present and future taxes, levies, duties, assessments, imposts or other governmental charges of whatever nature imposed, assessed, levied or collected by or for the account of the government of any jurisdiction in which we are resident for tax purposes (at the time of the issuance, the UK) or any political subdivision or taxing authority of such jurisdiction, unless such withholding or deduction is required by law. If such deduction or withholding is at any time required, we will (subject to compliance by the security holder with any relevant administrative requirements) pay such additional amounts as will result in the receipt of such amounts as would have been received by the holder had no such withholding or deduction been required.

The indenture provides that we will not have to pay additional amounts in certain specified circumstances, and that those circumstances may be modified or supplemented for different series of debt securities. Unless the prospectus supplement for a series of debt securities provides otherwise, debt securities issued using this prospectus will provide that we will not have to pay additional amounts if:

●	the tax, levy, impost or other governmental charge would not have been imposed, assessed, levied or collected but for the holder’s connection to the jurisdiction in which we are resident for tax purposes, other than by merely holding the debt security or by receiving principal, premium, if any, or interest, if any, on the debt security, or enforcing the debt security. These connections include where the holder or related party:
●	is or has been a domiciliary, national or resident of such jurisdiction;
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●	is or has been engaged in a trade or business in such jurisdiction;
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●	has or had a permanent establishment in such jurisdiction; or
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●	is or has been physically present in such jurisdiction.
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●	the tax, levy, impost or other governmental charge would not have been imposed, assessed, levied or collected but for presentation of the debt security for payment, if presentation is required, more than 30 days after the security became due or payment was provided for;
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●	the tax, levy, impost or other governmental charge is an estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;
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●	the tax, levy, impost or other governmental charge is payable in a manner that does not involve deduction or withholding from payments on or in respect of the relevant debt security;
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●	the tax, levy, impost or other governmental charge would not have been imposed or withheld but for the failure of the holder or beneficial owner to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with any jurisdiction in which we are resident for tax purposes, as required by any treaty, statute, regulation or administrative practice of such jurisdiction as a condition to relief or exemption from such tax, levy, impost or other governmental charge;
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●	the tax, levy, impost or other governmental charge is imposed on a payment to or for an individual and is required to be made pursuant to the European Union Directive 2003/48/EC on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive;
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●	the holder would have been able to avoid such withholding or deduction by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form required by the relevant tax authority, a declarative, claim, certificate, document or other evidence establishing exemption therefrom;
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●	the holder would have been able to avoid such withholding or deduction by presenting the relevant debt security to another paying agent in a Member State of the EU or elsewhere; or
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●	the holder of the debt security is a fiduciary, partnership or a person other than the sole beneficial owner of any payment that would be required, by the laws of the jurisdiction in which we are resident for tax purposes, to be included in income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership or a beneficial owner who would not have been entitled to the additional amounts had that beneficiary, settlor, partner or beneficial owner been the holder.
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Mergers and Similar Events

●	any entity succeeding us must assume our obligations in relation to the debt securities and under the indenture;
●	if the succeeding entity is not organized under the laws of the United Kingdom or a State of the United States, the succeeding entity’s assumption of our obligations in relation to the debt securities and under the indenture must include the obligation to pay any additional amounts as described under “— Payment of Additional Amounts”.
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Optional Tax Redemption

This first situation applies only in the case of changes, amendments, applications, interpretations or executions that occur on or after the date specified in the prospectus supplement for the applicable series of debt securities. If we are succeeded by another entity, the applicable jurisdiction will be the jurisdiction in which such successor is resident for tax purposes, rather than the jurisdiction in which we are resident for tax purposes, and the applicable date will be the date such entity became successor, rather than the date specified in the prospectus supplement.

The second situation is where our independent legal adviser has advised us that, as a result of action taken by a taxation authority of, or any action brought in a court of competent jurisdiction in, the jurisdiction in which we are resident for tax purposes, after the date specified in the prospectus supplement for the applicable series of debt securities, we would have to pay additional amounts as described under “— Payment of Additional Amounts” and the payment of such additional amounts cannot be avoided by the use of reasonable measures available to us. If we are succeeded by another entity, the applicable jurisdiction will be the jurisdiction in which such successor is resident for tax purposes, rather than the jurisdiction in which we are resident for tax purposes and the applicable date will be the date such entity became our successor.

Covenants

Limitation on Liens

●	Restricted subsidiary means any wholly-owned subsidiary:
●	with substantially all of its property located within the UK or the US; and
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●	which owns a principal property;
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●	A wholly-owned subsidiary means any corporation in which control, directly or indirectly, of all of the stock with ordinary voting power to elect the board of directors of that corporation is owned by us, or by one or more of our wholly-owned subsidiaries or by us and one or more of our wholly-owned subsidiaries.
●	A subsidiary, with respect to any person, is any corporation in which that person owns or controls directly or indirectly at least a majority of stock with ordinary voting power to elect a majority of the board of directors.
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●	Principal property means any manufacturing plant or facility or any research facility owned by us or any restricted subsidiary. A principal property must also be located within the UK or the US and have a gross book value (before deducting any depreciation reserve) exceeding 2% of our consolidated net tangible assets. Principal property does not include:
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●	any plant or facility or research facility which in the opinion of our board of directors is not materially important to the total business conducted by us and our subsidiaries; or
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●	any portion of a property described above which, in the opinion of our board of directors, is not materially important to the use or operation of the property.
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●	Our consolidated net tangible assets mean AstraZeneca PLC’s consolidated total assets, after deducting:
●	all liabilities due within one year (other than short-term borrowings and long-term debt due within one year); and
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●	all goodwill, trade names, trademarks, patents and other similar types of intangible assets as shown on the audited consolidated balance sheet contained in the latest annual report to our shareholders.
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This restriction on liens does not apply to debt secured by a number of different types of liens. These types of liens include the following:

●	any lien securing debt owed to us or to any of our restricted subsidiaries by us or any of our restricted subsidiaries;
●	any lien existing at the date of the indenture;
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●	any lien on a principal property to secure debt incurred to finance all or part of the cost of improving, constructing, altering or repairing any building, equipment or facilities or of any other improvements on all or any part of that principal property, if the debt is incurred before, during, or within twelve months after completing the improvement, construction, alteration or repair;
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●	any lien on property owned or held by any corporation or on shares of stock or indebtedness of any corporation, where the lien existed either at the time the corporation is merged, consolidated or amalgamated with either us or a restricted subsidiary or at the time of a sale, lease or other disposition of all or substantially all of the property of a corporation to us or a restricted subsidiary;
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●	any lien arising by operation of law and not securing amounts more than 90 days overdue or otherwise being contested in good faith;
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●	any lien arising by operation of law over any credit balance or cash held in any account with a financial institution;
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●	any rights of financial institutions to offset credit balances in connection with the operation of cash management programs established for our benefit and/or the benefit of any restricted subsidiary;
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●	any lien incurred or deposits made in the ordinary course of business, including but not limited to:
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●	any mechanics’, materialmen’s, carriers’, workmen’s, vendors’ or other similar liens;
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●	any liens securing amounts in connection with workers’ compensation, unemployment insurance and other types of social security; and
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●	any easements, rights-of-way, restrictions and other similar charges;
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●	any liens incurred or deposits made securing the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, performance and return of money bonds and other obligations of a similar nature incurred in the ordinary course of business;
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●	any lien securing taxes or assessments or other applicable governmental charges or levies;
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●	any extension, renewal or replacement or successive extensions, renewals or replacements, in whole or in part, of any lien included in the preceding paragraphs or of any of the debt secured under the preceding paragraphs, so long as the principal amount of debt secured does not exceed the principal amount of debt secured at the time of the extension, renewal or replacement, and that the extension, renewal or replacement lien is limited to all or any part of the same property or shares of stock that secured the lien extended, renewed or replaced (including improvements on that property), or property received or shares of stock issued in substitution or exchange; and
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●	any lien in favor of us or any subsidiary of ours.
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The following types of transactions will not be deemed to create debt secured by a lien and, therefore, will also not be subject to the restriction on liens:

●

Limitation on Sale and Lease-Back Transactions

Neither we nor any of our restricted subsidiaries will enter into any sale and lease-back transaction involving a principal property without complying with this covenant.

This restriction does not apply to any sale and lease-back transaction if:

●	we or the restricted subsidiary seeking to enter into the sale and lease-back could incur, assume or guarantee debt secured by a lien on the principal property to be leased without equally and ratably securing the debt securities offered by this prospectus as a result of one or more of the exceptions to the limitation on liens as described under “— Limitation on Liens” above;
●	within twelve months before or after the sale or transfer, regardless of whether the sale or transfer may have been made by us or a restricted subsidiary, we apply, an amount equal to the net proceeds of the sale or transfer (in the case of a sale or transfer for cash), or an amount equal to the fair value of the principal property so leased at the time of entering into the sale or transfer as determined by our board of directors (in the case of a sale or transfer otherwise than for cash), to
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●	the retirement of indebtedness for money borrowed, incurred or assumed by us or any restricted subsidiary which matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of incurring, assuming or guaranteeing such debt, or
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●	investment in any principal property or principal properties.
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This restriction on sale and lease-back transactions also does not apply to any transaction between us and a restricted subsidiary, or between restricted subsidiaries.

Default and Related Matters

Events of Default

A holder of debt securities of a particular series will have special rights if any event of default occurs with respect to that series and is not cured, as described later in this subsection.

What is an event of default? An event of default means any of the following:

●	Interest — default for 30 days in the payment of any installment of interest on the series of debt securities;
●	Principal — default in the payment of all or any part of the principal of the series of debt securities when such principal becomes due and payable either at maturity, upon redemption, by acceleration or otherwise;
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●	Sinking Fund Installment — default in the payment of any sinking fund installment as and when such installment becomes due and payable by the specific terms of the series of debt securities or beyond any period of grace;
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●	Covenant — breach or default by us in the performance of a covenant or warranty in respect of the debt securities of the relevant series which has not been remedied for ninety days after we receive written notice of the default from the trustee or we and the trustee receive written notice of the default from the holders of at least 25% of the principal amount of the debt securities of all affected series;
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●	the security holder must give the trustee written notice that an event of default has occurred and remains uncured;
●	the holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action; and
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●	the trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity and the trustee has not received an inconsistent direction from the holders of a majority in principal amount of all outstanding debt securities of the relevant series during that period.
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These limitations do not apply to a suit instituted by the security holder for the enforcement of payment of the principal or interest on a debt security on or after the respective due dates.

Modification of the Indenture and Waiver

There are three types of changes we can make to the indenture and any series of the debt securities.

Changes not requiring approval. The first type of change does not require any vote by holders of debt securities. The security holder’s consent is not required to do any of the following:

●	to transfer or pledge any property or assets to the trustee as security for any series of the debt securities;
●	to evidence the succession of any successor corporation to us as described under “Mergers and Similar Events” above;
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●	to evidence the succession of any successor trustee under the indenture or to add to or change any provisions of the indenture as necessary to provide for the appointment of an additional trustee or trustees;
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●	to add to our covenants or to add additional events of default for the benefit of the holders of any series of the debt securities;
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●	to cure any ambiguity or to correct or supplement any provision of the indenture that may be defective or inconsistent with any other provision of the indenture; or
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●	to make any other provisions with respect to matters or questions arising under the indenture as our board of directors may deem necessary or desirable and that shall not adversely affect the interests of holders of any series of the debt securities in any material respect.
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●	extend the final maturity of a debt security;
●	reduce the principal amount of a debt security;
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●	reduce the rate or extend the time of payment of any interest on a debt security;
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●	reduce any amount payable on redemption of a debt security;
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●	reduce the amount of principal due and payable upon an acceleration of the maturity or provable in bankruptcy of a debt security issued at an original issue discount;
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●	impair the security holder’s right to sue for payment;
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●	impair any right of repayment at the option of the holder;
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●	reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indenture; or
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●	change in any manner adverse to the holders of the debt securities our obligations relating to the payment of principal and interest, and sinking fund payments.
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Satisfaction, Discharge and Defeasance

We may terminate our repayment and obligations on the debt securities, when:

●	we have paid or caused to be paid the principal of and interest, if any, then due and payable on all outstanding debt securities of any series;
●	we have delivered to the trustee for cancellation all outstanding debt securities of any series; or
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●	all the outstanding debt securities of the series that have not been delivered to the trustee for cancellation have become or will become due and payable within one year and we have made arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in our name, and we have deposited with the trustee sufficient funds to pay and discharge the entire indebtedness on the series of debt securities to pay principal and interest, if any.
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●	we must deposit in trust for the security holder’s benefit and the benefit of all other direct holders of the debt securities a combination of money and government obligations that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates; and
●	we must deliver to the trustee a legal opinion of our counsel to the effect that the holders of the debt securities of that series will not recognize gain or loss for US federal income tax purposes as a result of the defeasance and will be subject to the same federal income tax as would be the case if the defeasance did not occur.
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However, even if we take these actions, a number of our obligations relating to the debt securities will remain. These include the following obligations:

●	to register the transfer and exchange of debt securities and our right of optional redemption, if any;
●	to replace mutilated, defaced, destroyed, lost or stolen debt securities;
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●	to pay principal and interest, if any, on the original stated due dates and any remaining rights of the holders to receive sinking fund payments, if any, from funds deposited with the trustee;
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●	immunities of the trustee; and
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●	to hold money for payment in trust.
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Government obligation means securities that are:

●	direct obligations of the US or any foreign government of a sovereign state for the payment of which is pledged by the full faith and credit of the US or such foreign government; or
●	obligations of an entity controlled or supervised by and acting as an agency or instrumentality of the US or any foreign government of a sovereign state the payment of which is unconditionally guaranteed as a full faith and credit obligation of the US or such foreign government;
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and are not callable or redeemable at the option of the issuer. Government obligation also includes:

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Notices

We and the trustee will send notices only to direct holders, using their addresses registered in the trustee’s records.

Governing Law

The debt securities and the indenture will be governed by and construed in accordance with the laws of the State of New York.

Concerning the Trustee

The Bank of New York Mellon acts as the trustee with respect to certain debt securities of certain of our subsidiaries.

H.	4.800% Notes due 2027, 4.850% Notes due 2029, 4.900% Notes due 2031 and 5.000% Notes due 2034

Prospectus Supplement :

DESCRIPTION OF NOTES

General

AstraZeneca Finance offered $1,250,000,000 initial aggregate principal amount of 4.800% Notes due 2027 (the “AZ Finance 2027 Notes”), $1,250,000,000 initial aggregate principal amount of 4.850% Notes due 2029 (the “AZ Finance 2029 Notes”), $1,000,000,000 initial aggregate principal amount of 4.900% Notes due 2031 (the “AZ Finance 2031 Notes”) and $1,500,000,000 initial aggregate principal amount of 5.000% Notes due 2034 (the “AZ Finance 2034 Notes” and, together with the AZ Finance 2027 Notes, the AZ Finance 2029 Notes and the AZ Finance 2031 Notes, the “Notes”), each as a separate series of Notes under the Indenture, and, as such, each series of Notes votes and acts, and may be redeemed, separately. The Notes are governed by New York law.

There is no sinking fund for any series of Notes. We have listed the Notes on New York Stock Exchange.

Guarantees

The Notes are unsecured, unsubordinated indebtedness of AstraZeneca Finance LLC and rank equally with all of AstraZeneca Finance LLC’s other unsecured and unsubordinated indebtedness from time to time outstanding. The Notes are fully and unconditionally guaranteed by AstraZeneca PLC (each, a “Guaranty” and, collectively, the “Guarantees”). The Guarantees are the unsubordinated and unsecured obligations of AstraZeneca PLC and rank equally in right of payment with all of AstraZeneca PLC’s other unsecured and unsubordinated indebtedness, including debt securities issued by AstraZeneca PLC.

Interest Payments and Maturity

For purposes of the description below, “business day” means any day which is not, in London, England or New York, New York, or the place of payment of amounts payable in respect of the Notes, a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or obligated by law, regulation or executive order to close.

Maturity. The aggregate principal amounts of the AZ Finance 2027 Notes, the AZ Finance 2029 Notes, the AZ Finance 2031 Notes and the AZ Finance 2034 Notes will mature and become due and payable, together with any accrued and unpaid interest, on February 26, 2027, February 26, 2029, February 26, 2031 and February 26, 2034, respectively.

Interest Rate. Each of the AZ Finance 2027 Notes, the AZ Finance 2029 Notes, the AZ Finance 2031 Notes and the AZ Finance 2034 Notes will bear interest from and including their respective original issue dates to but excluding the respective dates on which their principal amount is paid or made available for payment, at a rate equal to 4.800% per annum, 4.850% per annum, 4.900% per annum and 5.000% per annum, respectively, calculated on the basis of a 360-day year and twelve 30-day months.

Interest Payment Dates. Interest on the AZ Finance 2027 Notes will be paid semi-annually in arrears on February 26 and August 26 of each year, commencing August 26, 2024. Interest on the AZ Finance 2029 Notes will be paid semi-annually in arrears on February 26 and August 26 of each year, commencing August 26, 2024. Interest on the AZ Finance 2031 Notes will be paid semi-annually in arrears on February 26 and August 26 of each year, commencing August 26, 2024. Interest on the AZ Finance 2034 Notes will be paid semi-annually in arrears on February 26 and August 26 of each year, commencing August 26, 2024. Each interest payment date referenced herein is referred to as an “Interest Payment Date.” However, if an Interest Payment Date would fall on a day that is not a business day, the Interest Payment Date will be postponed to the next succeeding day that is a business day, but no additional interest shall be paid unless we fail to make payment on such date (and such adjustment shall not affect the determination of any Interest Period).

Record Dates. On each relevant Interest Payment Date, interest on each of the AZ Finance 2027 Notes, the AZ Finance 2029 Notes, the AZ Finance 2031 Notes and the AZ Finance 2034 Notes shall be paid to the holder in whose name such Notes are registered at the close of business on the 15th calendar day preceding the applicable Interest Payment Date, whether or not such day is a business day. However, interest that AstraZeneca Finance LLC pays on the maturity date will be payable to the person to whom the principal will be payable on such date.

Interest Periods. The first interest period for the Notes will be the period from and including the issue date to but excluding the first Interest Payment Date. Thereafter, the interest periods for the Notes will be the periods from and including the Interest Payment Dates to but excluding the immediately succeeding Interest Payment Date (together with the first interest period, each an “Interest Period”). The final Interest Period will be the period from and including the Interest Payment Date immediately preceding the maturity date or the redemption date to but excluding the maturity or the redemption date.

Redemption

As explained below, under certain circumstances AstraZeneca Finance may redeem the Notes before they mature. This means that AstraZeneca Finance may repay them prior to maturity. If AstraZeneca Finance redeems one series of Notes we will have no obligation to redeem any other series of Notes. Each series of Notes will stop bearing interest on the applicable redemption date, even if you do not collect your money. AstraZeneca Finance will give notice of any redemption we propose to make to DTC at least 10 days, but no more than 60 days, before the applicable redemption date. Notice by DTC to its participants and by these participants to street name holders of indirect interests in the Notes will be made according to arrangements among them and may be subject to statutory or regulatory requirements. Any redemption or notice may, at our discretion, be subject to one or more conditions precedent and, at our discretion, the redemption date may be delayed until such time as any or all such conditions precedent included at our discretion shall be satisfied (or waived by us) (even if more than 60 days after the giving of notice of redemption) or the redemption date may not occur and such notice may be rescinded if all such conditions precedent included at our discretion shall not have been satisfied (or waived by us).

We will notify the trustee of the redemption price of any series of Notes to be redeemed promptly after the calculation thereof, and the trustee shall have no responsibility for, or liability in regards to, any calculation or determination in respect of the redemption price of any Notes, or any component thereof, and shall be entitled to receive, and be fully protected in relying upon, an officers’ certificate from AstraZeneca Finance that states such redemption price.

Optional Redemption

Prior to the applicable “Par Call Date” (as set forth below), we may redeem the Notes of each series, at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1)

(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the applicable redemption date (assuming the relevant Notes matured on the relevant Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus the applicable Make-Whole Spread (as set forth below) less (b) interest accrued to the relevant date of redemption, and

(2)

100% of the principal amount of the Notes to be redeemed,

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plus, in either case, accrued and unpaid interest thereon to the relevant redemption date.

On or after the applicable Par Call Date, we may redeem the Notes of each series, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the relevant redemption date.

“Make-Whole Spread” means, with respect to (i) the AZ Finance 2027 Notes, 10 basis points, (ii) the AZ Finance 2029 Notes, 10 basis points, (iii) the AZ Finance 2031 Notes, 10 basis points and (iv) the AZ Finance 2034 Notes, 15 basis points.

“Par Call Date” means, with respect to (i) the AZ Finance 2027 Notes, January 26, 2027, (ii) the AZ Finance 2029 Notes, January 26, 2029, (iii) the AZ Finance 2031 Notes, December 26, 2030 and (iv) the AZ Finance 2034 Notes, November 26, 2033.

“Treasury Rate” means, with respect to any redemption date, the yield determined by us in accordance with the following two paragraphs.

The Treasury Rate shall be determined by us after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the relevant redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities — Treasury constant maturities — Nominal” (or any successor caption or heading). In determining the Treasury Rate, we shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the relevant redemption date to the applicable Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life — and shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the relevant redemption date.

If on the third business day preceding the relevant redemption date, H.15 or any successor designation or publication is no longer published, we shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such relevant redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the relevant Par Call Date, as applicable. If there is no United States Treasury security maturing on the applicable Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the applicable Par Call Date, one with a maturity date preceding the applicable Par Call Date and one with a maturity date following the applicable Par Call Date, we shall select the United States Treasury security with a maturity date preceding the applicable Par Call Date. If there are two or more United States Treasury securities maturing on the applicable Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, we shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

Our actions and determinations in determining the relevant redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no responsibility for determining, or liability in regards to, whether or not manifest error has occurred.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the relevant redemption date to each holder of Notes to be redeemed.

In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee considers fair and appropriate, subject to any securities exchange requirements and depositary procedures. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Notes are to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, except in the case of Notes represented by a global security, upon surrender of such Notes, a new Note or Notes of such series, in principal amount equal to the unredeemed portion thereof will be issued. For so long as the Notes are held by DTC, the redemption of the Notes shall be done in accordance with the policies and procedures of DTC.

Unless we default in payment of the relevant redemption price, on and after the redemption date, interest will cease to accrue on the relevant series of Notes or portions thereof called for redemption.

Optional Tax Redemption

In the event of certain tax law changes and other limited circumstances relating to tax matters, AstraZeneca Finance may redeem all, but not less than all, of the Notes of any series at a price equal to 100% of the principal amount of such series of Notes plus accrued interest thereon to but excluding the date of redemption. This means we may repay any one or each series of Notes prior to maturity. We discuss AstraZeneca Finance LLC’s ability to redeem the Notes in greater detail under “Description of Debt Securities and Guarantees — Optional Tax Redemption” in the accompanying prospectus (and the date specified for those purposes with respect to each series of Notes covered by this prospectus supplement shall be the date of issuance of the relevant series of Notes).

Further Issuances

AstraZeneca Finance LLC may, at its option, at any time and without the consent of the then existing noteholders, reopen any series of Notes and issue additional Notes in one or more transactions after the date of this prospectus supplement with terms (other than the issuance date and, possibly, first interest payment date, original interest accrual date and issue price) identical to such series of Notes issued hereby. These additional Notes will be deemed to have been part of the applicable series of Notes offered hereby and will provide the holders of these additional Notes the right to vote together with holders of the applicable series of Notes issued hereby; provided, however, that if these additional Notes are not fungible with the applicable series of Notes offered hereby for U.S. federal income tax purposes, these additional Notes will have a different CUSIP or other identifying number.

Form, Denomination, Clearance and Settlement

AstraZeneca Finance LLC will issue the Notes in fully registered form. Each series of Notes will be represented by one or more global securities registered in the name of a nominee of DTC. You will hold beneficial interests in the Notes through DTC in book-entry form. The Notes will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The underwriters expect to deliver the Notes through the facilities of DTC on February 26, 2024. Indirect holders trading their beneficial interests in the Notes through DTC must trade in DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg. See “Clearance and Settlement” in the attached prospectus for more information about these clearing systems.

Payment of Additional Amounts

If any deduction or withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the Relevant Taxing Jurisdiction of AstraZeneca Finance or the Guarantor (as applicable) or any political subdivision or taxing authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by AstraZeneca Finance or the Guarantor under any Notes, AstraZeneca Finance or the Guarantor, as applicable, will (subject to compliance by the holders of such Notes with any administrative requirements) pay such additional amounts as may be necessary in order that the net amounts paid to the holders after such deduction or withholding, shall be not less than the amounts to which the holders were entitled had no such withholding or deduction been required; provided, however, that neither AstraZeneca Finance nor the Guarantor shall be required to make any payment of additional amounts for or on account of:

(i)any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that the holder (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically present in, the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or has had some connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding or ownership of the Note or the collection of principal, premium or interest, if any, on, or the enforcement of, the Note;

(ii)any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Note was presented more than 30 days after the date on which such payment became due or was provided for, whichever is later;

(iii)any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;

(iv)any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant Note;

(v)any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the failure of the holder or beneficial owner of the relevant Note to comply with any certification, identification or other reporting requirements concerning the holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute, regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge;

(viii)any present or future tax, levy, impost or other governmental charge which is imposed or withheld because the holder of the Note is (1) considered a 10% shareholder (within the meaning of Sections 871(h)(3) or 881(c)(3) of the Code) of the issuer of the Note or (2) a controlled foreign corporation related (within the meaning of Section 864(d)(4) of the Code) to the issuer of the Note;

(ix)any present or future tax, levy, impost or other governmental charge which is imposed because the holder (1) is a bank purchasing the Note in the ordinary course of its lending business or (2) is a bank that is neither (A) buying the Note for investment purposes only nor (B) buying the Note for resale to a third party that either is not a bank or will hold the Note for investment purposes only;

(x)any present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment under or with respect to a Note to any holder of the relevant Note that is a fiduciary, partnership or a person other than the sole beneficial owner of such payment or Note to the extent that the beneficiary or settlor with respect to the fiduciary, a member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject to such tax, levy, impost or charge had that beneficiary, settlor, member or beneficial owner been the actual holder of such Note; or

(xii)any combination of (i) through (x).

Defeasance and Discharge

AstraZeneca PLC and AstraZeneca Finance may release themselves from any payment or other obligations on each series of Notes as described under “Description of Debt Securities and Guarantees — Satisfaction, Discharge and Defeasance” in the attached prospectus.

Paying Agent

The trustee, at its principal corporate trust office in The City of New York, is designated as the paying agent and security registrar. See “— Trustee” immediately below. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

Trustee

The Bank of New York Mellon is the trustee under the Indenture. The trustee’s current address is The Bank of New York Mellon, Corporate Trust Office, 240 Greenwich Street, New York, NY 10286. The Bank of New York Mellon will also serve as the paying agent for the Notes. See “Paying Agent” immediately above.

See “Description of Debt Securities and Guarantees — Concerning the Trustee” and “Description of Debt Securities and Guarantees — Default and Related Matters” in the attached prospectus for a description of the trustee’s procedures and remedies available in the event of default.

Base Prospectus :

DESCRIPTION OF DEBT SECURITIES

The debt securities issued by AstraZeneca PLC rank equally in right of payment with all of our other unsecured and unsubordinated indebtedness except for indebtedness that is preferred under applicable law. The debt securities issued by AstraZeneca PLC will be structurally subordinated to any indebtedness incurred by the subsidiaries of AstraZeneca PLC. as to the assets of such subsidiaries. The debt securities of AstraZeneca PLC are unsecured obligations and are not guaranteed by any of AstraZeneca PLC’s subsidiaries. The debt securities issued by AstraZeneca Finance will rank equally in right of payment with all of AstraZeneca Finance’s other unsecured and unsubordinated indebtedness except for indebtedness that is preferred under applicable law. The debt securities issued by AstraZeneca Finance will be structurally subordinated to any indebtedness incurred by the subsidiaries of AstraZeneca Finance (if any). The debt securities of AstraZeneca Finance are unsecured obligations, are guaranteed by AstraZeneca PLC, but are not guaranteed by any of AstraZeneca Finance’s subsidiaries. The debt securities of AstraZeneca Finance will be guaranteed by AstraZeneca PLC. AstraZeneca PLC’s guarantee will rank equally in right of payment with all of AstraZeneca PLC’s other unsecured and unsubordinated indebtedness, including debt securities issued by AstraZeneca PLC, except for indebtedness that is preferred under applicable law. The guarantees of AstraZeneca PLC will be structurally subordinated to any indebtedness incurred by the subsidiaries of AstraZeneca PLC as to the assets of such subsidiaries. The guarantees are unsecured obligations of AstraZeneca PLC and are not guaranteed by any of AstraZeneca PLC’s other subsidiaries.

The Trustee

The Bank of New York Mellon is the trustee under each of the indentures. As trustee, it has two main roles:

●	first, it can enforce the security holder’s rights against the applicable issuer if the applicable issuer defaults on debt securities issued under each indenture. There are some limitations on the extent to which the trustee may act on the security holder’s behalf, described under “— Defaults and Related Matters — Remedies if an event of default occurs” below; and
●	second, the trustee performs administrative duties for us, such as sending the security holder interest payments and notices.
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Types of Debt Securities

The prospectus supplement relating to a series of debt securities will describe the following terms of the series:

●	whether the debt securities are issued by AstraZeneca PLC, AstraZeneca Finance LLC or both of them, and whether debt securities will benefit from one or more guarantees;
●	the title of the series of debt securities;
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●	the aggregate principal amount of debt securities and any limit on the aggregate principal amount of the series of debt securities;
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●	any exchange on which the debt securities will be listed;
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●	the date or dates on which the applicable issuer will repay the principal amount of the series of debt securities or the method by which the date or dates will be determined;
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●	any rate or rates at which the series of debt securities will bear interest or the method by which the interest rate or rates will be determined;
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●	the date or dates from which any interest on the series of debt securities will accrue, the dates on which interest will be payable and the record dates for interest payments and the method by which interest will be calculated if different to a 360-day year of twelve 30-day months;
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●	the place or places where the principal and any interest on debt securities will be payable if other than the corporate trust office of the trustee in New York, New York;
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●	the price or prices at which, the period or periods within which, and the terms and conditions upon which the applicable issuer may redeem the series of debt securities in whole or in part;
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●	any right or obligation to redeem, repay or purchase the debt securities as a result of any sinking fund or similar provisions, or at the option of the holder of the debt securities and the period or periods within which, the price or prices at which and every other term and condition upon which the debt securities will be redeemed, repaid or purchased;
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●	the denominations in which debt securities of the series are issuable, if other than denominations of $2,000 and any whole multiple of $1,000 in excess thereof;
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●	the portion of the principal amount of the series of debt securities payable if an acceleration of the maturity of the debt securities is declared or provable in bankruptcy, if other than the principal amount;
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●	the currency, including any composite currency, of payment of the principal, premium, if any, and interest on the series of debt securities if other than U.S. dollars;
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●	whether the applicable issuer or a holder of debt securities may elect to have the principal, premium, if any, or interest on the series of debt securities paid in a currency or composite currency other than the currency in which the debt securities are stated to be payable, and if so, any election period and the terms and conditions governing such an election;
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●	whether the applicable issuer will be required to pay additional amounts for withholding taxes or other governmental charges and, if applicable, a related right to an optional tax redemption for such a series;
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●	any index used to determine the amount of payment of principal, premium, if any, and interest on the series of debt securities and how these amounts will be determined if they are not fixed when the debt securities are issued;
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●	the forms of the series of debt securities;
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●	the applicability of the provisions described later under “— Satisfaction, Discharge and Defeasance”;
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●	any authenticating or paying agents, transfer agents or registrars or any other agents acting in connection with the debt securities other than the trustee;
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●	if applicable, a discussion of any additional or alternative material U.S. federal income and UK tax considerations; and
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●	any other special features of the series of debt securities.
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We may issue the debt securities as original issue discount securities, which are debt securities offered and sold at a substantial discount to their stated principal amount.

Guaranty

●	any successor to the Guarantor must assume the Guarantor’s obligations in relation to the Guarantees and under the AstraZeneca Finance indenture; and
●	if the succeeding entity is resident for tax purposes other than in the UK, the succeeding entity’s assumption of the Guarantor’s obligations in relation to the Guarantees and under the AstraZeneca Finance indenture must include the obligation to pay any additional amounts as described under “— Payment of Additional Amounts.”
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Overview of the Remainder of this Description

The remainder of this description summarizes:

●	Additional mechanics relevant to the debt securities under normal circumstances, such as how the security holder transfers ownership and where the applicable issuer makes payments.
●	The security holder’s right to receive payment of additional amounts due to changes in the tax withholding requirements of various jurisdictions.
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●	The security holder’s rights under several special situations, such as if the applicable issuer merges with another company or if the applicable issuer wants to redeem the debt securities for tax reasons.
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●	Covenants contained in the applicable indenture that restrict AstraZeneca PLC’s ability to incur liens and undertake sale and leaseback transactions. A particular series of debt securities may have different covenants.
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●	The security holder’s rights if there is a default under the applicable indenture.
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●	The security holder’s rights if the applicable issuer wants to modify the indenture.
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●	The relationship of the issuers with the trustee.
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Additional Mechanics

Exchange and Transfer

The security holder may not exchange his or her registered debt securities for bearer securities.

The transfer or exchange of a registered debt security may be made only if the security registrar is satisfied with the security holder’s proof of ownership.

Payment and Paying Agents

Street name and other indirect holders should consult their banks or brokers for information on how they will receive payments.

Payment of Additional Amounts

Payment of Additional Amounts by AstraZeneca PLC

●	any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that the holder (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically present in, the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or has had some connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding or ownership of the debt security or the collection of principal, premium or interest, if any, on, or the enforcement of, the debt security;
●	any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant debt security was presented more than 30 days after the date on which such payment became due or was provided for, whichever is later;
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●	any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;
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●	any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant debt security;
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●	any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the failure of the holder or beneficial owner of the relevant debt security to comply with any certification, identification or other reporting requirements concerning the holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute, regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge;
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●	any present or future tax, levy, impost or other governmental charge which the holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom;
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●	any present or future tax, levy, impost or other governmental charge which is required by Sections 1471 through 1474 (“FATCA”) of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future U.S. Treasury regulations or rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA (an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service (the “IRS”) under or with respect to FATCA;
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●	any present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment under or with respect to a debt security to any holder of the relevant debt security that is a fiduciary, partnership or a person other than the sole beneficial owner of such payment or debt security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject to such tax, levy, impost or charge had that beneficiary, settlor, member or beneficial owner been the actual holder of such debt security; or
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●	any combination of the exceptions listed above.
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Payment of Additional Amounts by AstraZeneca Finance and the Guarantor

Unless provided otherwise in the applicable prospectus supplement, if any deduction or withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the Relevant Taxing Jurisdiction of AstraZeneca Finance or the Guarantor (as applicable) or any political subdivision or taxing authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by AstraZeneca Finance or the Guarantor under any series of AstraZeneca Finance debt securities, AstraZeneca Finance or the Guarantor, as applicable, will (subject to compliance by the holders of such AstraZeneca Finance debt securities with any administrative requirements) pay such additional amounts as may be necessary in order that the net amounts paid to the holders after such deduction or withholding, shall be not less than the amounts to which the holders are entitled had no such withholding or deduction been required; provided, however, that neither AstraZeneca Finance nor the Guarantor shall be required to make any payment of additional amounts for or on account of:

●	any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that the holder (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically present in, the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or has had some connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding or ownership of the debt security or the collection of principal, premium or interest, if any, on, or the enforcement of, the debt security;
●	any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant debt security was presented more than 30 days after the date on which such payment became due or was provided for, whichever is later;
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●	any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;
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●	any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant debt security;
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●	any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the failure of the holder or beneficial owner of the relevant debt security to comply with any certification, identification or other reporting requirements concerning the holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute, regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge;
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●	any present or future tax, levy, impost or other governmental charge which the holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom;
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●	any present or future tax, levy, impost or other governmental charge which is required by Sections 1471 through 1474 (“FATCA”) of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future U.S. Treasury regulations or rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA (an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the IRS under or with respect to FATCA;
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●	any present or future tax, levy, impost or other governmental charge which is imposed or withheld because the holder of the debt security is (1) considered a 10% shareholder (within the meaning of Sections 871(h)(3) or 881(c)(3) of the Code) of the issuer of the debt security or (2) a controlled foreign corporation related (within the meaning of Section 864(d)(4) of the Code) to the issuer of the debt security;
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●	any present or future tax, levy, impost or other governmental charge which is imposed because the holder (1) is a bank purchasing the debt security in the ordinary course of its lending business or (2) is a bank that is neither (A) buying the debt security for investment purposes only nor (B) buying the debt security for resale to a third party that either is not a bank or will hold the debt security for investment purposes only;
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●	any present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment under or with respect to a debt security to any holder of the relevant debt security that is a fiduciary, partnership or a person other than the sole beneficial owner of such payment or debt security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject to such tax, levy, impost or charge had that beneficiary, settlor, member or beneficial owner been the actual holder of such debt security; or
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●	any combination of the exceptions listed above.
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Mergers and Similar Events

AstraZeneca PLC

●	any entity succeeding us must assume our obligations in relation to the debt securities and the guarantees under the indenture; and
●	if the succeeding entity is resident for tax purposes other than in the UK, the succeeding entity’s assumption of our obligations in relation to the debt securities and guarantees under the applicable indenture must include the obligation to pay any additional amounts as described under “— Payment of Additional Amounts”.
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AstraZeneca Finance LLC

●	any entity succeeding AstraZeneca Finance must assume AstraZeneca Finance’s obligations in relation to the debt securities and under the AstraZeneca Finance indenture;
●	the Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that the Guaranty shall apply to AstraZeneca Finance’s successor’s obligations under AstraZeneca Finance’s debt securities and the AstraZeneca Finance indenture; and
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●	if the succeeding entity is resident for tax purposes elsewhere than the U.S., the succeeding entity’s assumption of AstraZeneca Finance’s obligations in relation to the debt securities under the applicable indenture must include the obligation to pay any additional amounts as described under “— Payment of Additional Amounts.”
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Optional Tax Redemption

Covenants

Limitation on Liens

●	Restricted subsidiary means any wholly-owned subsidiary of AstraZeneca PLC:
o	with substantially all of its property located within the UK or the U.S.; and
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o	which owns a principal property, but does not include any wholly-owned subsidiary principally engaged in leasing or in financing installment receivables or principally engaged in financing the operations of us and our consolidated subsidiaries.
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●	A wholly-owned subsidiary means any corporation in which control, directly or indirectly, of all of the stock with ordinary voting power to elect the board of directors of that corporation is owned by AstraZeneca PLC, or by one or more of its wholly-owned subsidiaries or by AstraZeneca PLC and one or more of its wholly-owned subsidiaries.
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●	A subsidiary, with respect to any person, is any corporation in which that person owns or controls directly or indirectly at least a majority of stock with ordinary voting power to elect a majority of the board of directors.
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●	Principal property means any manufacturing plant or facility or any research facility owned by AstraZeneca PLC or any restricted subsidiary. A principal property must also be located within the UK or the U.S. and have a gross book value (before deducting any depreciation reserve) exceeding 2% of AstraZeneca PLC’s consolidated net tangible assets. Principal property does not include:
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o	any plant or facility or research facility which in the opinion of our board of directors is not materially important to the total business conducted by us and our subsidiaries; or
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o	any portion of a property described above which, in the opinion of our board of directors, is not materially important to the use or operation of the property.
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●	Our consolidated net tangible assets mean AstraZeneca PLC’s consolidated total assets, after deducting:
o	all liabilities due within one year (other than short-term borrowings and long-term debt due within one year); and
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o	all goodwill, trade names, trademarks, patents and other similar types of intangible assets as shown on the audited consolidated balance sheet contained in the latest annual report to our shareholders.
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This restriction on liens does not apply to debt secured by a number of different types of liens. These types of liens include the following:

●	any lien on property, shares of stock or indebtedness of any corporation existing at the time the corporation becomes a restricted subsidiary;
●	any lien on property or shares of stock existing at the time of acquisition of that property or those shares of stock, or to secure the payment of all or any part of the purchase price of that property or those shares of stock, or to secure any debt incurred before, at the time of, or within twelve months after, in the case of shares of stock, the acquisition of the shares of stock and, in the case of property, the later of the acquisition, completion of construction (including any improvements on an existing property) or commencement of the commercial operation of the property, where the debt is incurred to finance all or any part of the purchase price;
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●	any lien securing debt owed to AstraZeneca PLC or to any of its restricted subsidiaries by AstraZeneca PLC or any of its restricted subsidiaries;
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●	any lien existing as of the date of the applicable indenture;
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●	any lien on a principal property to secure debt incurred to finance all or part of the cost of improving, constructing, altering or repairing any building, equipment or facilities or of any other improvements on all or any part of that principal property, if the debt is incurred before, during, or within twelve months after completing the improvement, construction, alteration or repair;
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●	any lien on property owned or held by any corporation or on shares of stock or indebtedness of any corporation, where the lien existed either at the time the corporation is merged, consolidated or amalgamated with either AstraZeneca PLC or a restricted subsidiary or at the time of a sale, lease or other disposition of all or substantially all of the property of a corporation to AstraZeneca PLC or a restricted subsidiary;
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●	any lien arising by operation of law and not securing amounts more than 90 days overdue or otherwise being contested in good faith;
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●	any lien arising by operation of law over any credit balance or cash held in any account with a financial institution;
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●	any rights of financial institutions to offset credit balances in connection with the operation of cash management programs established for the benefit of AstraZeneca PLC and/or for the benefit of any restricted subsidiary;
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●	any lien incurred or deposits made in the ordinary course of business, including but not limited to:
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o	any mechanics’, materialmen’s, carriers’, workmen’s, vendors’ or other similar liens;
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o	any liens securing amounts in connection with workers’ compensation, unemployment insurance and other types of social security; and
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o	any easements, rights-of-way, restrictions and other similar charges;
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●	any liens incurred or deposits made securing the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, performance and return of money bonds and other obligations of a similar nature incurred in the ordinary course of business;
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●	any lien securing taxes or assessments or other applicable governmental charges or levies;
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●	any extension, renewal or replacement or successive extensions, renewals or replacements, in whole or in part, of any lien included in the preceding paragraphs or of any of the debt secured under the preceding paragraphs, so long as the principal amount of debt secured does not exceed the principal amount of debt secured at the time of the extension, renewal or replacement, and that the extension, renewal or replacement lien is limited to all or any part of the same property or shares of stock that secured the lien extended, renewed or replaced (including improvements on that property), or property received or shares of stock issued in substitution or exchange; and
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●	any lien in favor of AstraZeneca PLC or any of its subsidiaries.
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The following types of transactions will not be deemed to create debt secured by a lien and, therefore, will also not be subject to the restriction on liens:

●

Limitation on Sale and Lease-Back Transactions

Neither AstraZeneca PLC nor any of its restricted subsidiaries will enter into any sale and lease-back transaction involving a principal property without complying with this covenant.

This restriction does not apply to any sale and lease-back transaction if:

●	AstraZeneca PLC or the restricted subsidiary seeking to enter into the sale and lease-back could incur, assume or guarantee debt secured by a lien on the principal property to be leased without equally and ratably securing the debt securities offered by this prospectus as a result of one or more of the exceptions to the limitation on liens as described under “— Limitation on Liens” above;
●	within twelve months before or after the sale or transfer, regardless of whether the sale or transfer may have been made by AstraZeneca PLC or a restricted subsidiary, we apply, an amount equal to the net proceeds of the sale or transfer (in the case of a sale or transfer for cash), or an amount equal to the fair value of the principal property so leased at the time of entering into the sale or transfer as determined by our board of directors (in the case of a sale or transfer otherwise than for cash), to:
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o	the retirement of indebtedness for money borrowed, incurred or assumed by AstraZeneca PLC or any restricted subsidiary which matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of incurring, assuming or guaranteeing such debt, or
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o	investment in any principal property or principal properties.
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This restriction on sale and lease-back transactions also does not apply to any transaction between AstraZeneca PLC and a restricted subsidiary, or between restricted subsidiaries.

Attributable debt means the present value (discounted at a rate equal to the weighted average of the rate of interest on all securities then issued and outstanding under the indenture, compounded semi-annually) of AstraZeneca PLC’s or a restricted subsidiary’s obligation for rental payments for the remaining term of any lease in a sale and lease-back transaction.

Default and Related Matters

Events of Default

A holder of debt securities of a particular series will have special rights if any event of default occurs with respect to that series and is not cured, as described later in this subsection.

What is an event of default? An event of default means any of the following:

●	Interest — default for 30 days in the payment of any installment of interest on the series of debt securities;
●	Principal — default in the payment of all or any part of the principal of the series of debt securities when such principal becomes due and payable either at maturity, upon redemption, by acceleration or otherwise;
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●	Sinking Fund Installment — default in the payment of any sinking fund installment as and when such installment becomes due and payable by the specific terms of the series of debt securities or beyond any period of grace;
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●	Covenant — breach or default by the applicable issuer or the Guarantor in the performance of a covenant or warranty in respect of the debt securities of the relevant series which has not been remedied for ninety days after the applicable issuer receives written notice of the default from the trustee or the applicable issuer and the trustee receive written notice of the default from the holders of at least 25% of the principal amount of the debt securities of all affected series;
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●	Bankruptcy — certain events of bankruptcy, insolvency or reorganization affecting (i) with respect to debt securities issued by AstraZeneca PLC, AstraZeneca PLC or (ii) with respect to debt securities issued by AstraZeneca Finance, AstraZeneca PLC or AstraZeneca Finance; or
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●	Other — any other event of default provided in any supplemental indenture or resolution of our board of directors under which a particular series is issued or in the form of security for such series.
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Remedies if an event of default occurs. If an event of default, other than a “Bankruptcy” default, has occurred (but only if, in the case of a “Covenant” default, the default has occurred for less than all series of debt securities then issued under the applicable indenture and outstanding) and has not been cured, the trustee or the holders of at least 25% of the principal amount of debt securities of the affected series (each affected series voting as a separate class) may declare the principal amount (or, if the debt securities of a series are original issue discount securities, that portion of the principal amount as may be specified in the terms of that series) of all the debt securities of that series, together with any accrued interest, to be due and payable immediately. If an event of default has occurred under “Covenant” default with respect to all of the series of debt securities then issued under the applicable indenture and outstanding, or under “Bankruptcy” default, and has not been cured, the trustee or the holders of at least 25% of the principal amount of all the debt securities then issued under the applicable indenture and outstanding (treated as one class) may declare the principal (or, if any debt securities are original issue discount securities, that portion of the principal amount as may be specified in the terms of that series) of all debt securities then issued under the applicable indenture and outstanding, together with any accrued interest, to be due and payable immediately. This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of at least a majority in principal amount of the debt securities of the affected series or by at least a majority in principal amount of all the debt securities then issued under the applicable indenture and outstanding (voting as one class), as the case may be, if certain conditions are met.

●	the security holder must give the trustee written notice that an event of default with respect to an applicable series has occurred and remains uncured;
●	the holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action; and
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●	the trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity and the trustee has not received an inconsistent direction from the holders of a majority in principal amount of all outstanding debt securities of the relevant series during that period.
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Modification of the Indentures and Waiver

There are three types of changes which the applicable issuer can make to the applicable indenture and any series of debt securities under the applicable indenture.

Changes not requiring approval. The first type of change does not require any vote by holders of debt securities. The security holder’s consent is not required to do any of the following:

●	to transfer or pledge any property or assets to the trustee as security for any series of the debt securities;
●	to evidence the succession of any successor corporation to the applicable issuer or the Guarantor as described under “Mergers and Similar Events” above;
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●	to evidence the succession of any successor trustee under the applicable indenture or to add to or change any provisions of the applicable indenture as necessary to provide for the appointment of an additional trustee or trustees;
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●	to add to the covenants or to add additional events of default for the benefit of the holders of any series of the applicable debt securities;
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●	to cure any ambiguity or to correct or supplement any provision of the applicable indenture that may be defective or inconsistent with any other provision of such indenture; or
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●	to make any other provisions with respect to matters or questions arising under the applicable indenture as the board of directors of the applicable issuer or AstraZeneca PLC, as guarantor, may deem necessary or desirable and that shall not adversely affect the interests of holders of any applicable series of the debt securities in any material respect.
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●	extend the final maturity of a debt security;
●	reduce the principal amount of a debt security;
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●	reduce the rate or extend the time of payment of any interest on a debt security;
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●	reduce any amount payable on redemption of a debt security;
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●	reduce the amount of principal due and payable upon an acceleration of the maturity or provable in bankruptcy of a debt security issued at an original issue discount;
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●	impair your right to sue for payment;
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●	impair any right of repayment at the option of the holder;
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●	reduce the percentage of holders of debt securities whose consent is needed to modify or amend an indenture;
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●	change in any manner adverse to the holders of the debt securities our obligations relating to the payment of principal and interest, and sinking fund payments; or
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●	with respect to the debt securities issued by AstraZeneca Finance LLC, change, in any manner adverse to the interest of holders of the debt securities, the terms and provisions of the guarantees in respect of the due and punctual payment of principal of and interest on the debt securities.
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Satisfaction, Discharge and Defeasance

The applicable issuer may terminate its repayment and obligations on a particular series of the debt securities, when:

●	such issuer has paid or caused to be paid the principal of and interest, if any, then due and payable on all outstanding debt securities of any series; or
●	such issuer has delivered to the trustee for cancellation all outstanding debt securities of any series; or
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●	all the outstanding debt securities of the series that have not been delivered to the trustee for cancellation have become or will become due and payable within one year and the applicable issuer has made arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name of the issuer; and
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●	the applicable issuer has deposited with the trustee sufficient funds to pay and discharge the entire indebtedness on the series of debt securities to pay principal and interest, if any, and paid all other sums payable under the applicable indenture.
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●

---

However, even if the applicable issuer takes these actions, a number of obligations relating to the debt securities will remain. These include the following obligations:

●	to register the transfer and exchange of debt securities and the right of optional redemption, if any;
●	to replace mutilated, defaced, destroyed, lost or stolen debt securities;
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●	to pay principal and interest, if any, on the original stated due dates and any remaining rights of the holders to receive sinking fund payments, if any, from funds deposited with the trustee;
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●	immunities of the trustee; and
---	---
●	to hold money for payment in trust.
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Government obligation means securities that are:

●	direct obligations of the U.S. or any foreign government of a sovereign state for the payment of which is pledged by the full faith and credit of the U.S. or such foreign government; or
●	obligations of an entity controlled or supervised by and acting as an agency or instrumentality of the U.S. or any foreign government of a sovereign state the payment of which is unconditionally guaranteed as a full faith and credit obligation of the U.S. or such foreign government,
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and are not callable or redeemable at the option of the applicable issuer.

Government obligation also includes:

●

Notices

Each applicable issuer and the trustee will send notices only to direct holders, using their addresses registered in the trustee’s records.

Governing Law

The debt securities, the guarantees and each of the indenture will be governed by and construed in accordance with the laws of the State of New York.

Concerning the Trustee

The Bank of New York Mellon acts as the trustee with respect to certain debt securities of certain of our subsidiaries.

Exhibit 8.1

GROUP SUBSIDIARIES*


At December 31, 2025		Country		Percentage of voting <br>share capital held
Wholly owned subsidiaries
Alexion Pharmaceuticals, Inc.		United States		100
Alexion Pharma International Operations Limited Company		Ireland		100
AstraZeneca AB		Sweden		100
AstraZeneca Biotech AB		Sweden		100
AstraZeneca Finance and Holdings Inc.		United States		100
AstraZeneca Finance LLC		United States		100
AstraZeneca Intermediate Holdings Limited		United Kingdom		100
AstraZeneca Pharmaceuticals LP		United States		100
AstraZeneca Treasury Limited		United Kingdom		100
AstraZeneca UK Limited		United Kingdom		100
Zeneca Holdings Inc.		United States		100

* Subsidiary companies which would be deemed to be a “significant subsidiary” in accordance with rule 1-02(w) of Regulation S-X as at December 31, 2025.

Exhibit 11.2


KEY PRINCIPLES<br><br>●<br><br>You must not deal in AstraZeneca Securities if you are a Restricted Person, Permanent Insider or in possession of Inside Information.<br><br>●<br><br>You must not misuse confidential information, whether for your own benefit or another’s.<br><br>●<br><br>Your obligations not to misuse confidential information and not to deal when in possession of Inside Information apply even if you no longer work for AstraZeneca.<br><br>●<br><br>Directors, Officers and PDMRs should also refer to the appended Schedule of additional information for Directors, Officers and PDMRs for further information on their obligations.		WHY IT MATTERS AND TO WHOM<br><br>AstraZeneca PLC is a public company that allows for trading in its securities on stock exchanges in the UK, Sweden and the US. Many countries, including the UK, Sweden and the US, prohibit dealing in a company’s shares when in possession of inside information about that company.<br><br>This Standard is part of the framework to satisfy AstraZeneca’s obligations in this regard. Consistent with our Code of Ethics commitments to do the right thing, act with integrity, avoid conflicts of interest and protect company property, this Standard is designed to ensure that you do not misuse, or place yourself under suspicion of misusing, confidential information when dealing in AstraZeneca Securities or the securities of other companies with whom AstraZeneca has a relationship.<br><br>Information we receive in the course of our work for AstraZeneca should never be misused, whether for personal gain or otherwise. Good judgement should always be exercised to avoid the suggestion of improper behaviour.<br><br>Failure to comply with this Standard is a serious matter and may result in disciplinary procedures and constitute a civil or criminal offence.


WHAT YOU NEED TO KNOW AND WHY

What are “securities”? These are publicly traded or quoted shares or debt instruments, and any linked derivatives or financial instruments. This includes shares, bonds, depositary receipts, and options.

What are “AstraZeneca Securities”? These are AstraZeneca’s ordinary shares (listed on the London Stock Exchange, the New York Stock Exchange and the Nasdaq Stockholm Stock Exchange and listed debt instruments (listed on the London Stock Exchange and the New York Stock Exchange) and any "relevant financial instrument”. A “relevant financial instrument” is an instrument in which the exposure to AstraZeneca’s shares or debt is greater than 20% of the total portfolio represented by that instrument. This includes the AstraZeneca Allemansfond in Sweden but excludes a financial instrument where you do not know, and could not know, the investment composition or exposure of such financial instrument and there is no reason for you to believe that the issuer’s shares or debt instruments exceed the 20% threshold.

What constitutes “dealing”? Deal or dealing has a very broad meaning and covers any type of transaction in securities, including purchases, sales, the exercise of options, the receipt of shares under share plans, using securities as collateral for a loan or other obligation and entering into, amending or terminating any agreement in relation to securities. Where dealing is prohibited, recommending, or encouraging someone else to deal is also prohibited.

What is “inside information”? Inside information means any non-public information of a precise nature relating, directly or indirectly, to a business or financial position which, if it were made public, could have a significant effect on the price of a company’s publicly traded securities.

Who should I contact with questions? If you are in any doubt as to whether you can deal in AstraZeneca Securities, you should not deal and should contact Board & Corporate Support via email to Dealing-Request-Mailbox@astrazeneca.com from your AstraZeneca email account.

AZ Standard - Table of Contents (ToC)


KEY PRINCIPLES		1
WHY IT MATTERS AND TO WHOM		1
WHAT YOU NEED TO KNOW AND WHY		1
REQUIREMENTS		3
1.1	Restrictions Against Dealing	3
1.2	Clearance To Deal	4
1.3	Further Guidance on Types of Dealing	5
RESPONSIBILITIES AND KEY ACCOUNTABILITIES		6
REFERENCES		6
DOCUMENT HISTORY		6
APPENDIX		7
Appendix A - Email Request for Clearance to Deal		7
SCHEDULE OF ADDITIONAL INFORMATION FOR DIRECTORS, OFFICERS AND PDMRS		8
REQUIREMENTS		9
1.	Clearance To Deal	9
2.	Closed periods	10
3.	PDMR and PCA regulatory notifications	10
4.	Director and Officer SEC filing requirements	11
APPENDICES TO SCHEDULE		11
Appendix B – PDMR and PCA notifications to the UK FCA, Swedish FSA, and the Company Secretary re: dealing in securities		11
Appendix C – Director and Officer filings with the US SEC		12
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REQUIREMENTS

1.1	Restrictions Against Dealing

Why is this Standard necessary?

Many countries, including the UK, Sweden, and the US, prohibit dealing in a company’s securities while in possession of inside information about that company. Companies themselves also have obligations to safeguard against such dealings. This Standard is part of the framework to satisfy AstraZeneca’s obligations in this regard. This Standard is also designed to ensure that you do not misuse, or place yourself under suspicion of misusing, confidential information when dealing in AstraZeneca Securities or the securities of other companies with whom AstraZeneca has a relationship.

When am I restricted from dealing in AstraZeneca Securities?

In addition to any legal restrictions which apply to you, you are restricted by AstraZeneca from dealing in AstraZeneca Securities if you fall into one of the following categories:

●	AstraZeneca has told you that you are a Restricted Person. You should receive an email letting you know that you are a Restricted Person in relation to a project. You should receive another email again when you are no longer restricted for that project. You may be designated a Restricted Person for more than one project at a time. It is your responsibility to check that you are no longer restricted in relation to any projects before dealing.
●	AstraZeneca has told you that you are a Permanent Insider. These are individuals who are always restricted because of the nature of their roles and access to confidential information e.g. SET members and members of the Disclosure Committee.
---	---
●	AstraZeneca has told you that you are a person discharging managerial responsibilities (PDMR). This is a small number of individuals. It includes the CEO and CFO and other Directors of AstraZeneca PLC.
---	---
●	You have access to inside information concerning AstraZeneca but have not been told that you are restricted from dealing. This is an unlikely scenario. However, if you think this has happened you must not deal and must contact a member of the Board & Corporate Support Team immediately.
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●	You are a third party who has been told that you are restricted and are bound by the terms of this Standard.
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What does it mean to be restricted from dealing?

Being restricted means that you must not deal in AstraZeneca Securities for yourself or anyone else (directly or indirectly) without first obtaining clearance to deal. It also means you must not recommend or dissuade someone from dealing in AstraZeneca Securities – even if you will not profit from such dealing.

What happens if my share award is scheduled to vest whilst I am restricted from dealing, or during a Closed Period?

Vesting of share awards is technically dealing but there are exceptions which can apply. As a result, with the exception of PDMRs, if your share award is due to vest whilst you are restricted or during a Closed Period, the vest will usually take place provided the timing and terms of the vest were pre-determined at the time of grant. You will not be required to obtain clearance prior to the scheduled vest. The Company reserves the right to delay your vest if it deems it appropriate. Recipients of share

awards do not need to seek clearance to deal to receive a vesting of an award as that is managed by the Company.

If you are a PDMR, the vesting of your share award will generally be delayed until the relevant restricted persons list or applicable closed period has ended.

Why am I being asked for my personal information?

AstraZeneca is required by law to keep and, on request by relevant regulators, disclose lists of persons with access to inside information. To comply with this obligation, you may be contacted by Board & Corporate Support to confirm your personal details, including name, date of birth, home address and personal phone numbers. You must provide this information promptly on request.

What about making investments in investment funds or other instruments?

Financial instruments which have an exposure to AstraZeneca’s shares or debt that is greater than 20% of the total portfolio represented by that instrument are AstraZeneca Securities for the purposes of this Standard. Dealing in such instruments is restricted accordingly. This includes the AstraZeneca Allemansfond in Sweden but excludes a financial instrument where you do not know, and could not know, the investment composition or exposure of such financial instrument and there is no reason for you to believe that the issuer’s shares or debt instruments exceed the 20% threshold.

What about dealing in another company’s securities?

From time to time, you may also have access to sensitive confidential information or inside information about another company or group of companies (e.g. a supplier, deal target or collaboration partner). You must not disclose such information or deal in the securities of that company or group at those times.

It is your responsibility to comply with all legal and regulatory requirements relating to another company’s confidential information. AstraZeneca is not responsible for monitoring these requirements for you and you may not be informed that you are restricted from dealing in another company’s securities. You should always exercise good judgement when considering dealing in securities of a company that you know AstraZeneca has a relationship with. This is not limited to formal relationships and includes companies with which AstraZeneca is only in discussions or negotiations.

It is a core value of our company that We Do The Right Thing. Along with the prohibition of insider trading (in AstraZeneca or other companies) set out in the Code of Ethics and this Standard, our Global Policies on Our Interactions and Our Workplace require us to act with integrity, avoid conflicts of interest and protect company property. Information we receive in the course of our work for AstraZeneca should never be misused, whether for personal gain or otherwise.

1.2	Clearance To Deal

When do I need to apply for clearance to deal?

If you are restricted from dealing in AstraZeneca Securities, you must apply for and be granted clearance to deal in advance. Clearance to deal will only be granted in limited circumstances.

You must not make an application for clearance to deal if you are in possession of inside information. If you become aware that you are or may be in possession of inside information after you apply, you must inform a member of the Board & Corporate Support team as soon as possible and refrain from dealing (even if you were given clearance).

As set out above, if you are restricted you do not need to seek clearance to deal in connection with a scheduled vest of a share award as that is managed by the Company. Unless you are a PDMR, the vest will usually take place in accordance with the timings provided at the time of grant.

How do I make an application for clearance to deal?

If you wish to apply for clearance to deal, please send the information set out in Appendix A to the Company Secretary by emailing the Dealing-Request-Mailbox@astrazeneca.com. The information provided must be accurate and complete.

If you are a Director, Officer or PDMR, please refer to the Schedule of additional information for Directors, Officers and PDMRs at the end of this Standard, which includes further requirements and obligations that apply to you.

How long does it take to receive a response?

It takes time to consider applications for clearance to deal. You will normally receive a written response within two business days of making an application. You should not expect an immediate or same day response. If you have a particular timeline in mind for dealing in AstraZeneca Securities, please time your request accordingly.

What happens if my application is granted?

If you are given clearance to deal, you will be given a window within which your dealing must occur. If you do not deal during this window, you will need to submit a further request if you still wish to deal. The permission will immediately lapse if you come into the possession of inside information prior to dealing. Clearance to deal may be granted subject to conditions. If this is the case, you must observe those conditions.

What happens if my application is refused?

You will be told that your application has been refused and you must not deal. AstraZeneca will not normally give you reasons why it was refused. You must keep any refusal confidential and not discuss it with anyone.

1.3	Further Guidance on Types of Dealing

The meaning of dealing is very broad. It is not possible to list every type of dealing, however, further guidance on some common types of dealing is provided in this section. If you are restricted and, in any doubt, you must not deal and must contact Board & Corporate Support on Dealing-Request-Mailbox@astrazeneca.com.

Do I need clearance to deal if my activities relate to an AstraZeneca employee share scheme?

Yes, taking certain actions under an AstraZeneca employee share scheme constitutes dealing. For example, all of the following activities fall within the definition of dealing:

●	buying or selling shares.
●	exercising an option to purchase shares.
---	---
●	stopping, starting, or changing contributions under a share plan.
---	---
●	electing to receive dividends in cash or shares (or changing a previous instruction).
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What if AstraZeneca is the one dealing in shares and not me?

Where activities under an AstraZeneca employee share scheme or investments in AstraZeneca Allemansfond are carried out by AstraZeneca and not by you, different clearance procedures and restrictions apply. You will be notified by AstraZeneca if 5

anything is required from you in this scenario. Any subsequent actions that you take, such as selling shares, changing contributions, or changing dividend elections may be classed as dealing and, if you are restricted, require prior clearance.

Please note that AstraZeneca may decide to change the scheduled timings for activities such as grants and vestings in certain circumstance, for example where AstraZeneca is not able to deal or is not able to deal on behalf of participants because they are restricted from dealing.

Do I need clearance to deal if I am not the one making the investment?

You will need clearance to deal if you direct or participate in decisions regarding those investments (e.g. via a Trading Plan or an Investment Programme, or if you act as the trustee of a trust).


RESPONSIBILITIES AND KEY ACCOUNTABILITIES


Role Name / Role Designee	Responsibilities
Company Secretary	Responsible to for ensuring that the Group has an effective Standard, which is compliant with Market Abuse Regulations and other similar requirements which arise as a result of the Company’s listing on three stock exchanges.
Deputy Company Secretary responsible for Disclosure Committee	Owner of the Standard and ensuring it is updated to reflect internal and external developments.


REFERENCES

		<br><br>
Type	Reference/Document Title	Document ID Number (if applicable)
Internal	AZ Code of Ethics	Link Here
External	FCA PDMR Reporting Portal	Link Here
External	FSA PDMR Reporting Portal	Link Here
External	SEC EDGAR Filer Site	Link Here

Please consult the AstraZeneca Glossary for clarity on definitions as needed.


DOCUMENT HISTORY


Version	Description of Change	Effective Date
3.0	Information only applicable to Directors, Officers and PDMRs split into a separate Schedule for clarity. Updates to Standard, including to reflect the harmonisation of AstraZeneca’s listing structure and anticipated changes to SEC notification requirements.	February 2026

2.0	Updates to definition of securities and SEC notification requirements.	February 2024
1.0	Various iterations of the Standard were previously available on the Legal pages of Nucleus.	In effect since before 2016


APPENDIX

Appendix A - Email Request for Clearance to Deal

The following information should be sent by email requesting clearance to deal:

●	name and contact details, including email address and contact phone number.
●	description of the securities, for example, shares or bonds.
---	---
●	place of transaction, meaning the name of the Stock Exchange on which the transaction will be carried out.
---	---
●	other details, this includes all other relevant information that might reasonably assist the consideration of your application for clearance to deal (e.g. the transfer is a gift or relates to changes in your employee share scheme or to enter into, amend or cancel a Trading Plan or Investment Programme).
---	---

You should also confirm in your email request that you are not in possession of inside information relating to AstraZeneca Securities.

	<br><br>SCHEDULE OF ADDITIONAL INFORMATION FOR DIRECTORS, OFFICERS AND PDMRS

This Schedule must be read in conjunction with the preceding AstraZeneca Standard – Dealing in Shares and Securities (the Standard).

This Schedule contains additional information that is applicable to Directors, Officers and / or Persons Discharging Managerial Responsibilities (PDMRs) of AstraZeneca PLC, including regulatory notification and filing requirements which may apply to your AstraZeneca shareholding.

The Company Secretary and their team can help you navigate through these regulatory notifications and filings.

Who are Directors, Officers and PDMRs?

Information in this Schedule applies to the following groups of persons, as marked within the Schedule. Note there is overlap in membership of these groups.

●	All Directors of AstraZeneca PLC.
●	All Officers of AstraZeneca PLC. For the purposes of this Schedule, ‘Officers’ are determined by the Company in accordance with the relevant definition under US law. AstraZeneca will notify you if you are an Officer.
---	---
●	All PDMRs of AstraZeneca PLC. PDMRs are determined by the Company in accordance with the relevant definitions under the UK Market Abuse Regulation and EU Market Abuse Regulation (UK and EU MAR). AstraZeneca will notify you if you are a PDMR.
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All Directors, Officers and PDMRs of AstraZeneca are classed as Permanent Insiders, and therefore are restricted from dealing in AstraZeneca Securities as described in the Standard. Permanent Insiders must always apply for clearance before dealing in AstraZeneca Securities.

Further information and questions

If you have any questions about your obligations or the information in the document, please contact the Company Secretary.


REQUIREMENTS

**1.**Clearance To Deal

When do Directors, Officers and PDMRs need to apply for clearance to deal?

All Directors, Officers and PDMRs of AstraZeneca are classed as Permanent Insiders (as described in the Standard) and must always therefore apply for clearance before dealing in AstraZeneca Securities.

General information on applying for clearance to deal is set out in the preceding Standard. The following additional requirements apply to Directors, Officers and / or PDMRs. Certain information is also applicable to persons closely associated with PDMRs (PCAs).

Who is a PCA?

PCA means persons closely associated with a PDMR, including:

●	a spouse, civil partner or equivalent under national law.
●	dependent children, meaning children or stepchildren under the age of 18 who are unmarried and do not have a civil partner.
---	---
●	a relative who has shared the same household as the PDMR for at least one year on the date of dealing.
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●	a legal person, trust or partnership, (i) the managerial responsibilities of which are discharged by the PDMR (or by a PCA referred to in the above bullet points); (ii) which is directly or indirectly controlled by such a person; (iii) which is set up for the benefit of such a person; or (iv) the economic interests of which are substantially equivalent to those of such a person.
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PDMRs must inform the Company Secretary of the identity of their PCAs and keep the Company Secretary updated of any changes to the details of such PCAs.

Clearance procedures for Directors, Officers and PDMRs

You must not deal at any time without first applying for and obtaining clearance to deal.

In advance of making any application for clearance to deal, please speak to the Company Secretary and encourage your PCAs (if applicable) to do the same.

Requests for clearance to deal should include the information set out in Appendix A to the Standard. This email should include the Company Secretary in copy and be sent as follows:

●	Officers and PDMRs who are not Directors should send their requests to the Company Secretary.
●	A Director (other than the Chair) should send their request to the Chair.
---	---
●	The Chair should send their request to the CEO.
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●	If the role of Chair and CEO are combined, that person should send their request to the Senior independent Non-Executive Director.
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●	The Company Secretary should send their request to the Chair.
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**2.**Closed periods

This section applies to PDMRs (including any Directors and Officers who are designated as PDMRs) and their PCAs. It does not apply to any Directors or Officers who are not designated as PDMRs.

Further restrictions apply to PDMRs and their PCAs in Closed Periods

PDMRs will not ordinarily be given clearance to deal during a Closed Period. Limited exceptions apply, including for the sale of shares in exceptional circumstances, dealings relating to certain employee benefit schemes, and transactions which do not change the beneficial interest in the shares in question. You will also need to demonstrate that the particular trade cannot be executed at any time other than in the relevant Closed Period and you do not have access to inside information.

When are the Closed Periods?

AstraZeneca will give you advance notice of the dates of any Closed Periods. They are implemented for the periods prior to AstraZeneca’s quarterly, half-year and full-year results and are usually the longer of:

●	30 calendar days immediately preceding the relevant results announcement.
●	the period from the end of the relevant financial period up to the date of the relevant results announcement.
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While the regulatory requirements relating to Closed Periods under UK and EU MAR apply to PDMRs and their PCAs, in practice AstraZeneca generally restricts all Permanent Insiders (including Directors and Officers who are not designated as PDMRs) from dealing during Closed Periods.

**3.**PDMR and PCA regulatory notifications

This section applies to PDMRs (including any Directors and Officers who are designated as PDMRs) and their PCAs. It does not apply to any Directors or Officers who are not designated as PDMRs.

Notification of all dealings by PDMRs and PCAs must be sent to AstraZeneca and certain regulators

Every dealing in AstraZeneca Securities conducted on your own account, or on the account of any of your PCAs, must be promptly notified by that person to:

●	the Company Secretary no later than one working day after the relevant transaction.
●	the UK Financial Conduct Authority (FCA) and the Swedish Finansinspektionen (FSA) by no later than three working days after the relevant transaction.
---	---
●	the US Securities and Exchange Commission (SEC). PDMRs who are also Directors or Officers of AstraZeneca may be required to make certain filings to satisfy US requirements, some of which may be required on the same day the order to implement the transaction is placed. Further information on the SEC filing requirements and process is set out in section 4 of this Schedule, below.
---	---

The notifications to the UK FCA and the Swedish FSA are submitted via their web portals. AstraZeneca is also required to publish a copy of this information via a stock exchange announcement.

The Company Secretary can assist you or your PCAs with notifying the regulators if you provide the information set out in Appendix B before the transaction is instructed. 10

This duty to notify AstraZeneca and the regulators includes every transaction which changes a PDMR’s or PCA’s holding of AstraZeneca Securities, even if the transaction does not require clearance to deal. It includes, but is not limited to, gifts of AstraZeneca Securities, the grant of options or share awards, the exercise of options or vesting of share awards and transactions carried out by investment managers or other third parties on behalf of a PDMR or PCA, including where discretion is exercised by such investment managers or third parties and including under Trading Plans or Investment Programmes.

As a PDMR, you are also required to notify your PCAs in writing of the notification obligations set out above and must keep a copy of such notification.

**4.**Director and Officer SEC filing requirements

This section applies to all Directors and Officers (whether or not designated PDMRs).

Directors and Officers of AstraZeneca PLC are required to make certain filings with the US Securities and Exchange Commission (SEC) to satisfy US requirements in relation to their shareholdings and transactions.

SEC filings must be submitted via its EDGAR filing site, using the individual’s personal filing codes. The Company Secretary can assist Directors and Officers with SEC filings if you provide the information set out in Appendix C before the transaction is instructed and you have an active SEC EDGAR filing account.

SEC filing requirements from 2 February 2026 (listing harmonisation effective date)

Directors who intend to sell AstraZeneca shares may be required to file a Form 144 with the SEC, in certain circumstances. The Form 144 indicates the individual’s intent to sell, and must be filed on the same day the order to implement the transaction is placed.

SEC filing requirements from 18 March 2026 (change to US filing requirements)

With effect from 18 March 2026, it is anticipated that Directors and Officers of Foreign Private Issues (FPIs) such as AstraZeneca will be subject to insider reporting requirements under the Securities Exchange Act Section 16(a) in addition to the Form 144 filing requirements set out above.

This Schedule will be updated to reflect the new requirements, when they have been finalised.


APPENDICES TO SCHEDULE

Appendix B - PDMR and PCA notifications to the UK FCA, Swedish FSA, and the Company Secretary re: dealing in securities

PDMR and PCA notifications to the UK FCA are made via its electronic portal here.

PDMR and PCA notifications to the Swedish FSA are made via its Reporting Portal here. Before submitting a notification, you must first set up a personal account on the Reporting Portal and register the account as a PDMR / PCA of AstraZeneca. Registration with the Swedish FSA may take a couple of days and the Company Secretary can help with the process.

If you would like assistance with the notifications to the regulators, please provide the following information to the Company Secretary on or before the transaction date. Often PDMRs find it easiest to provide this information by attaching a receipt of the

relevant transaction to their email, however, this is not required so long as the following information is provided:

●	name and contact details, including email address and contact phone number.
●	description of the securities, for example, shares or bonds.
---	---
●	nature of the dealing, this is a description of the transaction. For example, are you buying or selling shares.
---	---
●	price(s) and volume(s), this is the trading price of the security and the number of securities traded.
---	---
●	date of the transaction, this is the date on which the transaction has or will take place.
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●	place of transaction, this is the Stock Exchange on which the transaction was carried out.
---	---
●	the reason for the notification.
---	---

Appendix C – Director and Officer filings with the US SEC

SEC filings must be made via the EDGAR filing site here. Before submitting a notification, you must first set up a personal EDGAR filing account and have your EDGAR filing codes available.

EDGAR registration can be a time-consuming process: your account should be set up in advance, and your codes should be operational. The Company Secretary can help with the process.

Additional information required if a Form 144 is to be filed in connection with a sale of shares includes:

●	your EDGAR filing codes, and confirmation they are still active (unless these are managed on your behalf by AstraZeneca).
●	name and address of the broker.
---	---
●	information on how the shares were acquired, including: (i) the date they were acquired; (ii) nature of the acquisition transaction; and (iii) the name of the person from whom the securities were acquired; (iv) amount of securities acquired; and (v) date and nature of payment for the acquisition.
---	---
●	information on all share sales made by the individual and certain related persons^1^ in the last three months; including: (i) Name and address of the seller; (ii) title of securities sold; (iii) date of sale; (iv) amount of securities sold; and (v) gross proceeds.
---	---

^1^ Includes (i) any relative or spouse of the individual, or any relative of such spouse, any one of whom has the same home as the individual, (ii) any trust or estate in which the individual (or any person specified in (i)) collectively own 10% or more of the total beneficial interest or of which any of such persons serve as a trustee, executor or in any similar capacity, and (iii) any corporation or other organisation (other than the issuer) in which the individual (or any person specified in (i)) are the beneficial owners collectively of 10% or more of any class of equity securities or 10% or more of the equity interest. 12

Exhibit 12.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT 2002

I, Pascal Soriot, certify that:

1.	I have reviewed this annual report on Form 20-F of AstraZeneca PLC;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c.	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.


Date: February 24, 2026

By: /s/ Pascal Soriot

Name: Pascal Soriot
Title: Chief Executive Officer, AstraZeneca PLC

Exhibit 12.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT 2002

I, Aradhana Sarin, certify that:

1.	I have reviewed this annual report on Form 20-F of AstraZeneca PLC;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
---	---
4.	The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
---	---
a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
---	---
c.	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d.	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
---	---
5.	The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
---	---
a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
---	---
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
---	---


Date: February 24, 2026

By: /s/ Aradhana Sarin

Name: Aradhana Sarin
Title: Chief Financial Officer, AstraZeneca PLC

Exhibit 13.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) and (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)

The certification set forth below is being submitted in connection with the Annual Report on Form 20-F of AstraZeneca PLC for the year ended December 31, 2025 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

Pascal Soriot, the Chief Executive Officer and Aradhana Sarin, the Chief Financial Officer of AstraZeneca PLC, each certifies that, to the best of his knowledge:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of AstraZeneca PLC.
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Date: February 24, 2026

By: /s/ Pascal Soriot

Name: Pascal Soriot
Title: Chief Executive Officer, AstraZeneca PLC


Date: February 24, 2026

By: /s/ Aradhana Sarin

Name: Aradhana Sarin
Title: Chief Financial Officer, AstraZeneca PLC

Exhibit 15.1

AstraZeneca<br>Annual Report and Form 20-F Information 2025<br>We<br>follow the<br>science<br>and put<br>patients<br>first
Supplements<br>Detailed information on our Development<br>Pipeline, Patent Expiries of Key Marketed<br>Products and Risk.<br> See our website,<br>www.astrazeneca.com/annualreport2025.<br>Trade marks<br>Brand names shown in italics are trade<br>marks owned by or licensed to the Group.<br> What<br> science<br> can do<br>We are a global, science-led, patient-focused pharmaceutical business.<br>We are committed to excellence<br>in the research, development and<br>commercialisation of prescription<br>medicines. We aim to transform the<br>lives of patients with improved<br>outcomes and a better quality of life.<br>Front cover image:<br>Our Values include following the science and putting<br>patients first. They help us achieve our Purpose of<br>pushing the boundaries of science to deliver life-changing medicines. For more information, see page 8.<br>Use of terms:<br>In this Annual Report, unless the context otherwise<br>requires, ‘AstraZeneca’, ‘the Group’, ‘we’, ‘us’ and ‘our’<br>refer to AstraZeneca PLC and its consolidated entities.<br>Welcome
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Contents<br>Key<br> For more information within<br>this Annual Report.<br> For more information,<br>see www.astrazeneca.com.<br>Total Revenue1<br>Up 9% at actual rate of exchange to $58,739<br>million (up 8% at CER), comprising Product<br>Sales of $55,573 million (up 9%; 9% at CER),<br>Alliance Revenue of $3,067 million (up 39%;<br>38% at CER) and Collaboration Revenue of<br>$99 million (down 89%; 89% at CER)<br>Net cash inflow from operating activities<br>Up 23% at actual rate of exchange to<br>$14,575 million<br>$58,739m<br>$54,073m<br>$45,811m<br>2025<br>2024<br>2023<br>$58.7bn<br>$14,575m<br>$11,861m<br>$10,345m<br>2025<br>2024<br>2023<br>$14.6bn<br>Reported Operating profit<br>Up 37% at actual rate of exchange<br>to $13,743 million (up 36% at CER)<br>Core Operating profit<br>Up 9% at actual rate of exchange<br>to $18,478 million (up 9% at CER)<br>$13.7bn<br>$13,743m<br>$10,003m<br>$8,193m<br>2025<br>2024<br>2023<br>$18.5bn<br>$18,478m<br>$16,928m<br>$14,534m<br>2025<br>2024<br>2023<br>Reported EPS<br>Up 45% at actual rate of exchange<br>to $6.60 (up 43% at CER)<br>Core EPS<br>Up 12% at actual rate of exchange<br>to $9.16 (up 11% at CER)<br>$6.60<br>$6.60<br>$4.54<br>$3.84<br>2025<br>2024<br>2023<br>$9.16<br>$9.16<br>$8.21<br>$7.26<br>2025<br>2024<br>2023<br>1 As detailed from page 129, Total Revenue consists of Product Sales, Alliance Revenue and Collaboration Revenue.<br>Denotes a scale break. Throughout<br>this Annual Report, all bar chart<br>scales start from zero. We use<br>a scale break where charts<br>of a different magnitude, but the<br>same unit of measurement, are<br>presented alongside each other.<br>For more information in relation<br>to the inclusion of Reported<br>performance, Core financial<br>measures and constant exchange<br>rate (CER) growth rates as used<br>in this Annual Report, see the<br>Financial Review from page 50<br>and for more information on the<br>reconciliation between Reported<br>and Core performance, see the<br>Reconciliation of Reported results<br>to Core results in the Financial<br>Review on page 55.<br>Financial highlights<br>Strategic Report<br>AstraZeneca at a Glance 2<br>Chair’s Statement 3<br>Chief Executive Officer’s Review 4<br>Healthcare in a Changing World 6<br>Our Purpose, Values and Business Model 8<br>Our Strategy and Key Performance Indicators 10<br>Therapy Area Review 12<br>Business Review 26<br>Section 172(1) Statement 46<br>Viability Statement 46<br>Risk Overview 47<br>Financial Review 50<br>Corporate Governance<br>Chair’s Introduction 66<br>Corporate Governance Overview 67<br>Board of Directors 68<br>Senior Executive Team (SET) 70<br>Corporate Governance Report 71<br>Nomination and Governance Committee Report 79<br>Science Committee Report 81<br>Sustainability Committee Report 82<br>Audit Committee Report 83<br>Directors’ Remuneration Report 90<br>Financial Statements<br>Preparation of the Financial Statements<br>and Directors’ Responsibilities 115<br>Directors’ Annual Report on Internal Controls over Financial<br>Reporting 115<br>Independent Auditors’ Report 116<br>Consolidated Statements 125<br>Group Accounting Policies 129<br>Notes to the Group Financial Statements 137<br>Group Subsidiaries and Holdings 192<br>Company Statements 197<br>Company Accounting Policies 199<br>Notes to the Company Financial Statements 201<br>Sustainability Statement<br>General disclosures 205<br>Topical disclosures 211<br>Environmental disclosures 211<br>Social disclosures 217<br>Governance disclosures 219<br>Independent Sustainability Assurance Report 220<br>Additional Information<br>Shareholder information 223<br>Directors’ Report 224<br>Glossary 227<br>Cautionary statement regarding forward-looking<br>statements 228<br>AstraZeneca Annual Report & Form 20-F Information 2025 1<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Contents
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Our purpose We push the boundaries of science to deliver<br>life-changing medicines.<br>Our strategic priorities<br>Our priorities reflect how we are<br>working to deliver our Growth<br>Through Innovation strategy.<br>1. Science and<br>Innovation<br>2. Growth and<br>Therapy Area<br>Leadership<br>3. People and<br>Sustainability<br>Science and innovation-led<br>We invest in new technologies<br>and modalities to deliver the next<br>wave of pipeline innovation and<br>life-changing medicines.<br>197<br>projects in our<br>development<br>pipeline1<br>20<br>new molecular<br>entities (NMEs)<br>in our late-stage<br>pipeline<br>125<br>NME or major life-cycle management<br>(LCM) projects<br>in Phase II and<br>Phase III<br>$14.2bn<br>invested in<br>our science<br>1 Includes NME and major LCM projects up to launch in all applicable markets.<br>Leading in our therapy areas<br>We focus on areas where we<br>can transform patient outcomes<br>through novel medicines and<br>combinations.<br> For more information on our<br>therapy areas, see page 12.<br>Oncology<br>Leading a revolution to transform cancer care.<br>BioPharmaceuticals<br>Transforming care for billions of people<br>living with chronic diseases and delivering<br>long-lasting immunity.<br>Rare Disease<br>Pioneering new possibilities for the<br>rare disease community.<br>Total Revenue by therapy area2<br>2 Due to rounding, the sum of subtotals and percentages<br>may not agree to totals.<br>Diversified portfolio and<br>global reach<br>We deliver a diversified portfolio<br>of medicines across primary<br>care, specialty care and rare<br>diseases through our broad-based global network.<br>Total Revenue growth by reporting region3<br>10%<br>12%<br>5%<br>5%<br>US<br>Emerging Markets<br>Europe<br>Established RoW<br>3 Actual growth percentage.<br>Total Revenue by reporting region4<br>4 See page 32 for how we define our regions.<br>Positively impacting the<br>health of people, society<br>and the planet<br>We operate responsibly,<br>harnessing the power of science<br>and innovation, and our global<br>reach, to help build a healthier,<br>more sustainable future.<br>320 million<br>people have been<br>positively impacted5<br>5 See page 218<br>for methodology<br>and definitions.<br>88.1%<br>reduction in<br>Scope 1 and 2<br>GHG emissions<br>since 2015<br>$1.0bn, 2%<br>Other Medicines<br>$25.6bn, 44%<br>Oncology<br>$23.0bn, 39%<br>BioPharmaceuticals<br>$9.1bn, 16%<br>Rare Disease<br>$25.5bn, 43%<br>US<br>$5.2bn, 9%<br>Established<br>Rest of World<br>$15.3bn, 26%<br>Emerging Markets<br>$12.7bn, 22%<br>Europe<br>AstraZeneca Annual Report & Form 20-F Information 2025 2<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>AstraZeneca at a Glance<br>AstraZeneca at a Glance<br>We are dedicated to transforming the future of healthcare<br>by unlocking the power of what science can do for people,<br>society and the planet.
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$3.20<br>Full-year dividend of $3.20<br>per share (2024: $3.10)<br>“We have more than 100 Phase III studies ongoing,<br>including a substantial and growing number of<br>trials of our transformative technologies which<br>have the potential to revolutionise outcomes for<br>patients and drive our growth well beyond 2030.”<br>Global opportunities and challenges<br>The world continues to be in flux. Geopolitical<br>shifts, crises, and conflict intersect with<br>economic, demographic, societal,<br>environmental, and technological change –<br>reshaping the context in which companies<br>operate. While no business can predict every<br>shock, active risk management strengthens<br>our capacity to absorb disruption and adapt,<br>enabling us to execute our strategy, drive<br>innovation, grow, and reach more patients.<br>At the same time, we face a more economically<br>diverse landscape as economic power<br>evolves, including the rise of emerging,<br>populous markets. Governments are also<br>prioritising strategic autonomy for security,<br>resilience, and competitiveness, with<br>pressure to build climate-resilient supply<br>chains. These interlinked trends bring risks<br>to manage and significant opportunities for<br>innovation, partnerships, and sustainable<br>growth. Our industry-leading role in<br>negotiating an agreement with the US<br>administration to lower the cost of medicines<br>for American patients illustrates our agility<br>in responding to the changes we are seeing.<br>A shared drive for innovation<br>The pace of scientific progress today<br>is nothing short of extraordinary, with<br>transformative new technologies and<br>modalities redefining what is possible<br>for patients. Yet, these advances are<br>not reaching everyone equally. Across<br>continents, access to life-changing<br>treatments remains inconsistent. For<br>example, over the past five years, about<br>40% of medicines launched in the US did<br>not launch in key European countries,<br>whereas only 7% of medicines launched<br>in Europe did not reach the US.<br>To harness the promise of this scientific<br>golden age, we need to adapt and rethink<br>how we value health. Treating it as a strategic<br>investment – rather than a budgetary expense<br>– can unlock immense economic and<br>societal benefits. For example, an additional<br>$3 per person each year to tackle chronic<br>diseases could yield economic benefits<br>of up to $1 trillion by 2030.<br>However, the responsibility for driving<br>innovation must be shared. A more balanced,<br>global approach to funding and risk-sharing<br>is essential. We need policymakers to<br>modernise regulations, foster public-private<br>partnerships, and prioritise health as a pillar<br>of national strength and sovereignty. By<br>aligning policy and investment with scientific<br>readiness, we can deliver longer, healthier<br>lives and a more resilient global economy.<br>A dedicated team<br>As reflected throughout this Annual Report,<br>2025 was a year of exceptional progress for<br>AstraZeneca, delivering impact for people,<br>society, and the planet. On behalf of the<br>Board, I extend our gratitude to Pascal, the<br>Senior Executive Team, and every colleague<br>whose work made these results possible.<br>Outlook<br>As we look ahead, we have more than<br>100 Phase III studies ongoing, including<br>a substantial and growing number of trials<br>of our transformative technologies which<br>have the potential to revolutionise outcomes<br>for patients and drive our growth well<br>beyond 2030.<br>Michel Demaré<br>Chair<br>Those achievements start with our continued<br>strong commercial performance in 2025,<br>with Total Revenue up 9% (8% at CER).<br>Reported EPS was up 45% (43% at CER)<br>and Core EPS, which excludes certain items,<br>was up 12% (11% at CER). The Board has<br>declared a second interim dividend of<br>$2.17 per share (159.5 pence, 19.49 SEK).<br>Total dividend declared for 2025 increased<br>by 3% to $3.20 per share.<br>A global company<br>Our financial performance reflects the depth<br>and breadth of our portfolio and pipeline of<br>life-changing medicines. It also reflects our<br>leading global presence and footprint.<br>In November 2025, our plans to deliver<br>a global listing for global investors were<br>overwhelmingly approved by shareholders<br>at the General Meeting with a vote of 99.36%<br>in favour. From 2 February 2026 shareholders<br>have been able to trade their interests in<br>AstraZeneca Ordinary Shares across all<br>three exchanges in New York, London and<br>Stockholm. This harmonised listing structure<br>will help us reach a broader mix of global<br>investors, making it more attractive for all<br>shareholders to participate in our future and<br>giving us flexibility to access the widest<br>pool of capital.<br>AstraZeneca’s many scientific<br>and commercial achievements<br>in 2025 were underpinned<br>by our continuous adaptation<br>to a rapidly changing external<br>environment.<br>AstraZeneca Annual Report & Form 20-F Information 2025 3<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Chair’s Statement<br>Chair’s Statement
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97<br>Regulatory events – submissions<br>or approvals in major markets<br>$58.7bn<br>Total Revenue (2024: $54.1bn)<br>“In addition to delivering medicines today,<br>we are following the science to deliver<br>medicines for tomorrow and the day after.”<br>and Established Rest of World up 5%<br>(5% at CER). Our performance in Emerging<br>Markets outside China (up 19%, 22% at CER)<br>was particularly impressive, demonstrating<br>the strength of our global footprint.<br>AstraZeneca’s momentum is continuing<br>in 2026 and we are looking forward to<br>the results of more than 20 Phase III trial<br>readouts during the year.<br>Changing lives<br>At the heart of AstraZeneca is our delivery<br>of innovative medicines that change lives.<br>Following the approval of Datroway and<br>Kavigale at the start of the year, the approval<br>of Beyonttra in March for transthyretin<br>amyloid cardiomyopathy (ATTR-CM) in<br>Japan, represented the ninth new medicine<br>against our ambition to deliver 20 by 2030.<br>During 2025, we also achieved 12 first<br>approvals for life-cycle management projects.<br>Our global reach means we can set new<br>standards for the accessibility of our medicines<br>and help more patients. For example, in 2025<br>we received six world-first approvals for our<br>medicines in emerging markets – Datroway,<br>Tezspire and Imfinzi with new indications,<br>Saphnelo for a line extension, and a first<br>approval, for camizestrant, in the UAE.<br>Transforming healthcare<br>There are other ways in which we are<br>helping patients. Our ‘Transform Care’<br>initiative accelerated the adoption of clinical<br>guideline-based therapy even further during<br>2025, enabling millions more patients<br>to receive innovative medicines. By the end<br>of the year, we had established more than<br>200 health system partnerships across<br>50 countries. We are finding and treating<br>high-risk patients, accelerating the time<br>to diagnosis and treatment, and improving<br>outcomes for millions of people, all the<br>while helping healthcare systems to<br>become more resilient.<br>Operational excellence<br>Our medicines can only help patients if they<br>are in their hands when they are needed.<br>In 2025, we maintained an impressive track<br>record with 217 on-time launches, more than<br>99% supply performance, zero patient level<br>recalls and zero critical observations from<br>42 external inspections.<br>Investing to deliver our medicines<br>We are also investing to support our growth<br>ambitions and ensure we can continue to<br>deliver our medicines, especially in markets<br>where healthcare is seen as a strategic<br>priority and there is funding for innovation.<br>US agreement<br>The US remains our largest market and is<br>projected to represent approximately 50%<br>of our Total Revenue by 2030. During 2025,<br>we took action to strengthen our position<br>and secure our long-term growth there.<br>In October, we announced an agreement with<br>the US administration which provides greater<br>clarity around pricing and a three-year<br>exemption from tariffs. The agreement<br>will lower the cost of many prescription<br>medicines in America while safeguarding<br>its pharmaceutical innovation.<br>Expanding globally<br>In the US, we plan to invest $50 billion<br>in manufacturing and R&D, including our<br>$4.5 billion facility in Virginia – our largest<br>single manufacturing investment where we<br>broke ground in October. We followed this<br>with plans to invest $2 billion to expand our<br>manufacturing footprint in Maryland.<br>This includes expansion of our biologics<br>manufacturing facility in Frederick and<br>construction of a new state-of-the-art facility<br>in Gaithersburg. In October, we also opened<br>our newly expanded manufacturing facility<br>in Coppell, Texas.<br>It was a year that saw sustained momentum<br>with Total Revenue increasing by 9% (8%<br>at CER) to $58.7 billion while Product<br>Revenue was up 10% (10% at CER), reflecting<br>broad-based growth across all therapy areas<br>and major regions. We also saw excellent<br>pipeline delivery in a continuing catalyst-rich<br>period, with 16 positive Phase III clinical<br>trial readouts.<br>Beyond delivering on our pipeline, 2025 was<br>significant for other reasons: we announced<br>our largest investment plans ever; partnered<br>with governments and key stakeholders<br>across the world to strengthen healthcare<br>ecosystems; and took centre stage at many<br>major congresses, demonstrating leadership<br>across all our therapy areas.<br>Diverse and resilient<br>Our strong financial performance reflects<br>our diverse portfolio and our geographic<br>breadth. In our therapy areas, Total Revenue<br>for Oncology increased 15% (14% at CER)<br>to $25.6 billion and Rare Disease delivered<br>growth of 4% (4% at CER) to $9.1 billion.<br>Overall, BioPharmaceuticals Total Revenue<br>grew by 5% (5% at CER) to $23.0 billion,<br>with Cardiovascular, Renal & Metabolism<br>growing by 3% (2% at CER) and Respiratory<br>& Immunology by 13% (12% at CER).<br>Vaccines & Immune Therapies decreased<br>by 13% (14% at CER). We now have 16<br>blockbuster medicines that each generate<br>more than $1 billion in annual sales.<br>Across our regions, we saw balanced<br>growth with Product Revenue in the US<br>up 10%, Europe up 11% (7% at CER),<br>Emerging Markets up 12% (14% at CER)<br>2025 was exceptional as we<br>advanced science and delivered<br>innovation that benefited<br>people, society, and the planet.<br>AstraZeneca Annual Report & Form 20-F Information 2025 4<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Chief Executive Officer’s Review<br>Chief Executive Officer’s Review
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BioPharmaceuticals<br>In BioPharmaceuticals, baxdrostat has<br>the potential to be a best and first-in-class<br>medicine that would have a very real impact<br>for the hundreds of millions of people<br>worldwide living with hard-to-control<br>hypertension. We acquired baxdrostat from<br>CinCor in 2023 and advanced it from Phase<br>II to delivery of Phase III data and filing<br>by the end of 2025. Phase III trials showed<br>statistically significant and clinically meaningful<br>blood pressure reductions and baxdrostat<br>represents one of the most significant<br>innovations in the hypertension field in<br>over two decades.<br>Rare Disease<br>In Rare Disease, positive results from the<br>global PREVAIL Phase III trial showed that<br>gefurulimab met its primary and all secondary<br>endpoints, demonstrating a statistically<br>significant and clinically meaningful<br>improvement from baseline in Myasthenia<br>Gravis Activities of Daily Living (MG-ADL)<br>total score at week 26 compared to placebo.<br>Findings from the trial offer valuable insights<br>into how early and sustained complement<br>inhibition with gefurulimab may translate<br>into meaningful, functional improvement<br>for people living with gMG. A once-weekly<br>self-administered treatment option would<br>advance greater convenience and<br>independence for patients in managing their<br>condition, as well as strengthening our<br>scientific leadership in complement inhibition.<br>Following the science<br>While we had remarkable success in 2025,<br>pushing boundaries sometimes means<br>setbacks. For example, we did not achieve<br>the primary endpoints in the Phase III<br>RESOLUTE trial for Fasenra in COPD and<br>the LATIFY trial of ceralasertib plus Imfinzi<br>in previously treated advanced NSCLC.<br>True to our Values of following the science<br>and putting patients first, we learn from<br>every trial and share data with the wider<br>scientific community.<br>Overall, our vision extends well beyond our<br>ambitions for 2030, and we are investing<br>significantly in transformative technologies<br>that will shape the future of medicine and<br>sustain our growth into the next decade.<br>This includes harnessing the power of AI<br>where, for example, 90% of our small<br>molecule discovery pipeline is already<br>AI-assisted, potentially improving the<br>probability of clinical success.<br>Delivering in the right way<br>At AstraZeneca, how we work is as important<br>to us as what we do. I was therefore proud<br>to introduce our refreshed sustainability<br>strategy in May. It focuses on how we make<br>a sustainable impact by acting on nature,<br>health equity and health systems resilience<br>and how we work by living our Values,<br>investing in our people and operating<br>responsibly, ethically and with robust<br>governance.<br>We are making good progress in these areas.<br>In 2025, we continued to deliver against<br>Ambition Zero Carbon, with a reduction<br>in Scope 1 and 2 greenhouse gas emissions<br>of 88.1% since 2015. We are now especially<br>focused on cutting Scope 3 emissions with<br>the aim of achieving science-based net zero<br>by 2045. On health equity, we have a 2030<br>ambition to positively impact one billion<br>people, including 400 million from underserved<br>communities. We have achieved our target<br>of 40.4% of genomics data coming from<br>understudied global communities, and,<br>so far, have reached more than 49 million<br>people since 2024 with health education,<br>screening and early detection.<br>Investing in people<br>None of our achievements would be<br>possible without the dedication and talent<br>of AstraZeneca colleagues worldwide.<br>I am proud that 86% of our people believe<br>AstraZeneca is a great place to work, and<br>we continue to make progress in creating<br>an inclusive environment where everyone<br>feels they belong.<br>We are embracing AI to accelerate our<br>progress and have set up a new AI unit to<br>reinforce our efforts. The uptake of AI tools<br>continues to grow and, in 2025, more than<br>50,000 employees participated in our<br>‘Thriving in the Age of AI’ programme.<br>These technologies are enabling us to<br>discover and deliver new treatments faster<br>than ever before and drive step-changes in<br>how we diagnose, monitor and treat patients<br>– as well as transform how we all work.<br>I would like to thank each of my colleagues<br>for the contributions they have made and<br>firmly believe we have the best team in the<br>industry. Together, we are on track to deliver<br>our Ambition 2030, addressing unmet medical<br>need, reshaping the future of healthcare and<br>changing lives around the world.<br>Pascal Soriot<br>Chief Executive Officer<br>Our efforts are not restricted to the US. In<br>March, we announced plans to establish a<br>new global strategic R&D centre in Beijing,<br>our second in China and sixth worldwide.<br>Our $2.5 billion investment expands early<br>discovery and development and<br>incorporates an AI and data science<br>laboratory. At the same time, agreements<br>with Harbour BioMed and Syneron Bio,<br>together with a pioneering Cambridge<br>Beijing ecosystem collaboration, aim to<br>accelerate our science and innovation.<br>Additionally, we are making good progress<br>with the construction of our $1.5 billion<br>antibody drug conjugate manufacturing<br>facility in Singapore and opened our new<br>global hub in Barcelona, as well as expanding<br>our manufacturing capabilities in China,<br>Sweden and the Netherlands.<br>Reshaping the future of healthcare<br>In addition to delivering medicines today,<br>we are following the science to deliver<br>medicines for tomorrow and the day after.<br>Oncology<br>We are proud of our science and the<br>American Society of Clinical Oncology<br>annual meeting provided a remarkable<br>moment in 2025, marking our seventh<br>consecutive year with a plenary session,<br>and the second consecutive year in which<br>we had two: SERENA-6 on camizestrant<br>for the treatment of 1st-line advanced<br>HR-positive breast cancer; and MATTERHORN<br>which showcased perioperative treatment<br>with Imfinzi in early gastric and<br>gastroesophageal junction cancers and for<br>which it was approved in the US by the FDA.<br>We also had back-to-back presidential<br>presentations for the DESTINY-Breast05<br>and DESTINY-Breast11 Phase III trials at<br>the European Society for Medical Oncology<br>Congress that demonstrated the transformative<br>potential of Enhertu in early HER2-positive<br>breast cancer – a setting where there<br>is a greater opportunity for cure. Together<br>with DESTINY-Breast09, SERENA-6 and<br>TROPION-Breast02 for Datroway, these<br>five studies demonstrate the difference we<br>are making for people with breast cancer<br>and illustrate our strategy to bring novel<br>treatments to early cancer settings where<br>patients can benefit most.<br>AstraZeneca Annual Report & Form 20-F Information 2025 5<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Chief Executive Officer’s Review
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The external environment presents both<br>challenges and opportunities that require<br>us to adapt, innovate and build trust.<br>A growing pharmaceutical sector<br>The pharmaceutical sector continues to grow against a backdrop<br>of increasing demand for healthcare. Global healthcare spending<br>is projected to increase at an annual rate of 7.1% from 2025 to 2029.<br>Healthcare in a Changing World<br>Global trends<br>Shifting economic power<br>Economic power is shifting from the G7 to<br>the largest emerging markets, such as China<br>and countries with large populations, including<br>India and Indonesia, altering global economic<br>dynamics and creating new opportunities<br>and challenges. For example, the G7 comprised<br>some 65% of global GDP in 2000 which<br>is expected to drop to less than one third<br>by 2050.<br>Global instability<br>Continuing geopolitical tensions and shifting<br>alliances are creating a more volatile global<br>landscape, impacting international relations<br>and stability. This includes the rise of<br>economic nationalism, sustained strategic<br>rivalry between the US and China, as well<br>as conflicts, such as the war in Ukraine,<br>and ‘grey zone’ conflict – the contested<br>arena between routine diplomacy and<br>open warfare.<br>Changing populations<br>The UN predicts the global population will<br>reach 9.7 billion by 2050. Key trends include<br>continued urbanisation, falling birth rates in<br>many countries, notably South Korea, Japan<br>and within Western Europe, and an ageing<br>population, with those aged 65 and older set<br>to triple by 2100. Furthermore, the ratio of<br>retirees to workers will rise dramatically as<br>the share of younger people declines, putting<br>structural pressure on pay-as-you-go pensions<br>and on health and long-term care financing.<br>Population growth is also becoming more<br>concentrated, with much of the growth<br>coming from Africa and South Asia. <1/3<br>The G7’s share of global GDP fell from<br>roughly two thirds (~65%) in 2000<br>to about half today, and is projected<br>to shrink to less than one third by 2050.<br>(Source: Global Trade Outlook, February 2023)<br>9.7 billion<br>The UN predicts the global population<br>will reach about 9.7 billion by 2050.<br>(Source: United Nations)<br>10.0%<br>Global pharmaceutical sales<br>grew by 10.0% in 2025<br>(Source: IQVIA, IQVIA Midas Quantum Q3 2025)<br> These risks are explored<br>further in the Risk Overview<br>from page 47 and Accessible<br>and affordable healthcare<br>from page 41.<br>Against the background of broad structural trends, the pharmaceutical sector is navigating<br>economic challenges and political uncertainty as well as the impacts of social changes and<br>the climate crisis. Rapidly-advancing technologies offer both risks and benefits, while<br>successful organisations are building trust with stakeholders.<br>AstraZeneca Annual Report & Form 20-F Information 2025 6<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Healthcare in a Changing World
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Trend Impact<br>Politics<br>Increasing<br>international<br>friction<br>Two thirds<br>More than two thirds<br>of respondents believe<br>we will face a world in<br>which middle and great<br>powers contest, set and<br>enforce regional rules<br>and norms.<br>(Source: World Economic Forum<br>Global Risk Report, January 2026)<br>The political climate has acute consequences for security, trade and global<br>collaboration. Some governments deliberately use economic ties, such<br>as access to critical minerals, to gain strategic leverage over others, thereby<br>increasing the risk of supply chain disruption. However, such trends also<br>present opportunities as companies are encouraged to localise operations<br>to mitigate supply chain risks.<br>As a consequence, AstraZeneca is investing in robust and flexible supply<br>chains and a strong global manufacturing footprint, see Operations<br>on page 33 of the Business Review.<br>Economics<br>Global economy<br>in flux<br>3.3%<br>Global GDP growth forecast<br>at 3.3% for 2026 and 3.2%<br>in 2027.<br>(Source: IMF, January 2026)<br>Global growth is projected to remain resilient at 3.3% in 2026 and at 3.2%<br>in 2027 – rates similar to the estimated 3.3% outturn in 2025. In addition,<br>healthcare budgets are under pressure which is leading to downward<br>pressure on pricing.<br>We work closely with payers and policymakers to deliver locally<br>affordable medicines. In 2025, we reached an agreement with the<br>US Government to lower the cost of medicines for US patients,<br>see Our regions from page 32 of the Business Review.<br>Society<br>Increasing<br>healthcare<br>demands<br>43 million<br>Non-communicable<br>diseases (NCDs) were<br>the cause of death for<br>43 million people in 2021.<br>(Source: WHO, September 2025)<br>Demographic change is driving an increased demand for healthcare<br>across all age groups. However, people in low- and middle-income<br>countries are disproportionately affected by NCDs, as 82% of NCD<br>deaths occur in these countries. In total, NCDs represent 75% of<br>non-pandemic-related deaths globally.<br>Through our health equity programme, we aim to close healthcare<br>gaps and to give people everywhere the chance to be as healthy<br>as possible, see Accessible and affordable healthcare on page 41<br>of the Business Review.<br>Technology<br>Changing the<br>way we work<br>$4-7 billion/<br>year<br>Generative AI is estimated<br>to unlock $4-7 billion<br>in value annually for<br>pharmaceutical companies.<br>(Source: McKinsey & Company,<br>January 2025)<br>Rapid advances in the field of AI and machine learning are enhancing<br>our ability to process and understand vast amounts of data.<br>AI will unlock value and bring new risks. Guided by our principles<br>of ethical and responsible data and AI use, new technologies enable<br>us to deliver better medicines and treatments, more quickly, to more<br>patients, see Digital technologies on page 36 of the Business Review.<br>Environment<br>Deep<br>interconnection<br>between climate<br>and health<br>53.2Gt<br>CO2 emissions are at a<br>record high globally as<br>53.2 gigatonnes of CO2e<br>were emitted into the<br>atmosphere in 2024.<br>(Source: Joint Research Centre,<br>September 2025)<br>The climate crisis is amplifying health inequities and putting additional<br>strain on health systems. Older adults, children, outdoor workers, and<br>low- and middle-income communities face heightened risks from<br>heat-related cardiovascular, respiratory, renal and neurological harms.<br>We are pursuing ambitious science-based decarbonisation targets<br>to achieve net zero by 2045, see Climate change from page 42<br>of the Business Review.<br>Outlook<br>Opportunities<br>and challenges<br>for the sector<br>71%<br>In a 28-country survey, 71%<br>of people questioned rated<br>the healthcare industry<br>trustworthy, and 76% of<br>people trusted scientists.<br>(Source: 2025 Edelman<br>Trust Barometer, January 2026)<br>The use of advancements in science and digital technologies offer the<br>potential to revolutionise the healthcare industry. However, coupled with<br>growing distrust of governments, political leaders and more generally,<br>information, concerns around the politicisation of science can<br>exacerbate existing trust issues.<br>Our Code of Ethics and Values determine how we work together and<br>the behaviours that drive our success and improve trust, see Business<br>conduct from page 34 of the Business Review.<br>AstraZeneca Annual Report & Form 20-F Information 2025 7<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Healthcare in a Changing World
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Value outcome<br>Inspired by our Values and what science<br>can do, we are focused on accelerating the<br>delivery of life-changing medicines that<br>create enduring value for patients, society,<br>the planet and our shareholders.<br>Our Purpose Our Values<br>Our business model<br>We push the boundaries<br>of science to deliver life-changing medicines.<br>Our Values determine how we work together and the behaviours that drive our success.<br>They guide our decision making and define our beliefs.<br>We follow<br>the science<br>Pushing the<br>boundaries of<br>science and<br>working creatively<br>with partners and<br>collaborators.<br>We put<br>patients first<br>Striving to<br>understand<br>patients’ needs<br>and considering<br>them in every<br>decision we take.<br>We play<br>to win<br>Building high-performing,<br>inclusive and<br>diverse teams and<br>making the right<br>choices to win.<br>We do the<br>right thing<br>Employing high<br>ethical standards<br>when carrying out<br>all aspects of our<br>business globally.<br>We are<br>entrepreneurial<br>Acting with<br>urgency, bravery,<br>resilience and<br>taking smart risks.<br>We are a global pharmaceutical business with a science-led and patient-focused value<br>proposition committed to excellence in the research, development, manufacturing and<br>commercialisation of prescription medicines across primary care, specialty care and rare<br>diseases. We are also committed to operating responsibly, and in an ethical and transparent<br>way, to help build a healthier, more sustainable future. We invest resources to create financial<br>and non-financial value that benefits patients, society, the planet and our business.<br>Our Purpose, Values and Business Model<br>Enabled by<br>R&D<br>We invest<br>in the science<br>and effective<br>collaborations<br>to build a strong<br>pipeline of<br>innovative<br>medicines.<br>People<br>We acquire, retain and<br>develop a talented and<br>diverse workforce.<br>Technology<br>We invest in transformative new<br>technologies and platforms,<br>including AI, to develop and<br>deliver medicines more<br>efficiently.<br>Commercialisation<br>We have a global<br>commercial<br>presence and skills<br>to ensure our<br>medicines reach<br>patients as quickly<br>and as broadly<br>as appropriate.<br>Manufacturing<br>and distribution<br>We have robust<br>global supply chains<br>and manufacturing<br>footprint to ensure<br>medicines are<br>delivered to patients.<br>Improved health<br>We are transforming<br>the future of healthcare,<br>improving health outcomes<br>and quality of life globally.<br>Through innovation and<br>partnerships, we tackle<br>health challenges, close<br>care gaps and create<br>healthier communities.<br>Returns to shareholders<br>Revenue from our Product<br>Sales and collaboration<br>activities generates cash<br>flow, which helps us:<br>• Fund our investment<br>in science and the<br>business to drive<br>long-term value.<br>• Follow our progressive<br>dividend policy.<br>• Meet our debt service<br>obligations.<br> For more information, see<br>Business Review from page 26.<br>320 million<br>people positively impacted1<br>Inputs Outputs<br>1 See page 218 for methodology and definitions.<br>AstraZeneca Annual Report & Form 20-F Information 2025 8<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Our Purpose, Values and Business Model
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Life-cycle of a medicine<br> For more information on our<br>pipeline progression, see our<br>Development Pipeline Supplement<br>on our website, www.astrazeneca.<br>com/annualreport2025.<br>Post-exclusivity – duration: 20+ years<br>9. Patent expiry and generic<br>medicine entry.<br>Research and development phases – duration: 5-15 years<br> 1. Undertake scientific<br>research to identify<br>potential new medicines.<br>2. Preclinical studies in the<br>laboratory and in animals<br>to understand if the potential<br>medicine is safe to introduce<br>into humans.<br> 3. Phase I trials with small<br>groups of healthy human<br>volunteers (small molecules)<br>or patients (biologics) to<br>understand how the potential<br>medicine is absorbed into the<br>body, distributed and excreted.<br>4. Phase II trials on small- to<br>medium-sized groups of<br>patients to test effectiveness,<br>safety and tolerability of the<br>medicine and determine<br>optimal dose.<br>5. Phase III trials in a larger<br>group of patients to gather<br>information about<br>effectiveness and safety<br>of the medicine and evaluate<br>the overall benefit/risk profile.<br>6. Seek regulatory approvals<br>for manufacturing, marketing<br>and selling the medicine.<br>Launch phase – duration: 5-15 years<br>7. Launch new medicine while<br>continuously monitoring,<br>recording and analysing<br>reported side effects.<br>8. Post-launch R&D to further<br>understand the benefit/risk<br>profile of the medicine and<br>life-cycle management<br>activities to understand<br>its full potential.<br>Investment in discovery, development, manufacturing and com<br>merc ai l si at oi n<br>of pa<br>et<br>nt-p or et c et d med ci ni se<br>eR<br>ev<br>un e gene ar t oi n from<br>ht e<br>sa<br>el of our med ci ni es<br>Reinvestment in future sources ofrevenue<br>Inputs<br>• Applying our<br>resources to<br>address unmet<br>medical need<br>Outputs<br>• Improved health<br>• Returns to<br>shareholders<br>Our<br>Purpose<br>Research and development phases 5-15<br>years<br>aL<br>nu ch phase 5-15 years Post-exclusivity<br>20+ years<br>1<br>2<br>3<br>4<br>5<br>6<br>7<br>8<br>9<br>We create financial value throughout<br>the life-cycle of a medicine<br>This is a high-level overview of a medicine’s<br>life-cycle and is illustrative only.<br>AstraZeneca Annual Report & Form 20-F Information 2025 9<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Our Purpose, Values and Business Model
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$14,575m<br>$11,861m<br>$10,345m<br>2025<br>2024<br>2023<br>$14,575m<br>Net cash inflow from operating activities<br>$9.16<br>$8.21<br>$7.26<br>2025<br>2024<br>2023<br>Core EPS<br>$9.16<br>$6.60<br>$4.54<br>$3.84<br>2025<br>2024<br>2023<br>Reported EPS<br>$6.60<br>Ambition 2030<br>Our ambition is to be pioneers in science,<br>lead in our disease areas and transform<br>patient outcomes. By 2030, we aim to<br>launch at least 20 new medicines and<br>achieve $80 billion in Total Revenue<br>with sustained growth thereafter.<br>9<br>NMEs delivered against our<br>Ambition 2030 of launching<br>at least 20 new medicines1<br>.<br>Our Key Performance<br>Indicators and remuneration<br>We measure our productivity and success<br>against our Key Performance Indicators (KPIs),<br>which are aligned to our strategic priorities.<br>Several KPIs are used to measure Executive<br>Directors’ remuneration, allowing us to disclose<br>aggregated targets without disclosing<br>sensitive commercial information at the<br>individual KPI level. Variances between the KPI<br>and values used in determining remuneration<br>are explained in the Directors’ Remuneration<br>Report from page 90. Our Ambition Zero<br>Carbon strategy is reflected in our executive<br>incentive arrangements.<br>Our Growth Through Innovation strategy<br>has three priorities, whose effective delivery<br>will help us achieve our financial targets.<br>Our capital allocation priorities include:<br>investing in the business and pipeline;<br>maintaining a strong, investment-grade<br>credit rating; potential value-enhancing<br>business development opportunities; and<br>supporting the progressive dividend policy.<br>Our ambition is to launch at<br>least 20 new medicines by 2030.<br>2. Growth and Therapy<br>Area Leadership<br>1. Science and<br>Innovation<br>3. People and<br>Sustainability<br>Achieve Group<br>Financial Targets<br>Growth Through Innovation strategy<br> For more information on:<br> Our Core measures, see the Financial<br>Review from page 50.<br> How Group financial targets are<br>considered when calculating the annual<br>bonus, see page 99.<br> Achieve Group Financial Targets<br>Key Performance Indicators<br>Earnings per share (EPS) is an important<br>profitability metric and a key driver<br>of shareholder value.<br>Cash generation is a key driver of long-term<br>shareholder returns and facilitates<br>reinvestment in our pipeline, which is critical<br>for delivering new medicines and future value.<br>Key<br>Used for remuneration<br>of Executive Directors<br>1 The target of 20 reflects medicines approved since<br>October 2022.<br>Actual growth<br>2025 +23%<br>2024 +15%<br>2023 +5%<br>Actual growth<br>2025 +12%<br>2024 +13%<br>2023 +9%<br>CER growth<br>2025 +11%<br>2024 +19%<br>2023 +15%<br>Actual growth<br>2025 +45%<br>2024 +18%<br>2023 +81%<br>CER growth<br>2025 +43%<br>2024 +29%<br>2023 +96%<br>AstraZeneca Annual Report & Form 20-F Information 2025 10<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Our Strategy and Key Performance Indicators<br>Our Strategy and Key Performance Indicators
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381<br>242<br>303<br>2025<br>2024<br>2023<br>38<br>Pipeline progression events<br>971<br>742<br>563<br>2025<br>2024<br>2023<br>Regulatory events<br>97<br>Total Revenue<br>2025<br>2024<br>2023<br>$58,739m<br>$54,073m<br>$45,811m<br>$58,739m$58,739m<br>84%<br>86%<br>86%<br>86%<br>Employee belief that AstraZeneca<br>is a great place to work1<br>2025<br>2024<br>2023<br>-88.1%<br>-77.5%<br>-67.6%<br>2025<br>2024<br>2023<br>Reduction in Scope 1 and 2<br>GHG emissions since 2015<br>2025<br>2024<br>2023<br>-88.1%<br> For more information on our<br>developments in 2025, see:<br> Research & Development from page 28<br>of the Business Review.<br> 2025 Group scorecard assessment<br>on page 99 for performance against<br>the Group scorecard.<br>1 36 against our Group scorecard for determining<br>annual bonus. 2 24 against our Group scorecard for determining<br>annual bonus. 3 30 against our Group scorecard for determining<br>annual bonus.<br>1 69 against our Group scorecard for determining<br>annual bonus. 2 52 against our Group scorecard for determining<br>annual bonus. 3 46 against our Group scorecard for determining<br>annual bonus.<br> For details of how Total Revenue<br>is considered when calculating the<br>annual bonus, see from page 99.<br> For more information on our<br>developments in 2025, see:<br> Therapy Area Review from page 12.<br> Affordability and pricing on page 41<br>and Operations on page 33 of the<br>Business Review.<br> For more information on our<br>developments in 2025, see:<br> People and Sustainability from page 38<br>of the Business Review.<br>Key Performance Indicators<br>Our science measures incentivise the<br>development of NMEs and the maximisation<br>of the potential of existing medicines. Pipeline<br>progression events (Phase II NME starts/<br>progressions and Pivotal Phase II/Phase III<br>investment decisions) measure innovation and<br>sustainability. Regulatory events (regulatory<br>submissions and approvals) demonstrate the<br>advancement of this innovation to patients and<br>the value to the Group.<br>Key Performance Indicators<br>Our Total Revenue measure reflects the<br>importance of incentivising sustainable<br>growth in both the short and long term.<br>Key Performance Indicators<br>Our People KPI is based on our Pulse survey<br>measure of those employees who believe that<br>AstraZeneca is a great place to work.<br>Our Sustainability KPI is our reduction in Scope 1<br>and 2 greenhouse gas (GHG) emissions (since<br>2015 baseline), part of our Ambition Zero<br>Carbon strategy.<br> Science and Innovation<br>Advances in science and technology are<br>revolutionising the way we work, enabling<br>us to push the boundaries to deliver new<br>and better medicines and treatments more<br>quickly to more patients.<br>Our strategic focus areas<br>• Deliver the next wave<br>of pipeline innovation<br>• Accelerate platform<br>of therapeutic modalities<br>• Transform R&D ways of working<br> Growth and Therapy Area Leadership<br>We are working across our therapy areas<br>to transform care and meet the increasing<br>demand for healthcare by improving access<br>to our medicines, expanding treatment<br>options and enabling patients to take control<br>of their own health.<br>Our strategic focus areas<br>• Deliver industry-leading growth<br>in our therapy areas<br>• Improve patient outcomes<br>by transforming care<br>• Realise world-class supply chains<br> People and Sustainability<br>Recognising the interconnection<br>between business growth and societal<br>needs, our sustainability strategy is focused<br>on action on climate and nature, health<br>equity and health systems resilience.<br>We cultivate an inclusive, diverse workplace<br>where employees thrive and are empowered<br>to make an impact for people, society<br>and the planet.<br>Our strategic focus areas<br>• Deliver a great employee experience<br>• Lead on climate, equity and resilience<br>• Enable an agile organisation<br>Actual growth<br>2025 +9%<br>2024 +18%<br>2023 +3%<br>CER growth<br>2025 +8%<br>2024 +21%<br>2023 +6%<br>1 Source: November Pulse survey for each year.<br>AstraZeneca Annual Report & Form 20-F Information 2025 11<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Our Strategy and Key Performance Indicators
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Therapy Area Review<br> Redefining<br> cancer care<br> Oncology<br>Therapy Area Review<br>We are leading a revolution<br>to transform cancer care.<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Therapy Area Review AstraZeneca Annual Report & Form 20-F Information 2025 12
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Key marketed products<br>Product Disease Total Revenue Commentary<br>Tagrisso<br>(osimertinib)<br>Lung cancer $7,254m,<br>up 10%<br>(10% at CER)<br>World-leading third-generation tyrosine kinase inhibitor (TKI) and backbone therapy for epidermal<br>growth factor receptor mutated (EGFRm) non-small cell lung cancer (NSCLC) across multiple stages<br>with continued demand growth in both the adjuvant and metastatic settings.<br>Approved in more than 120 countries across multiple indications.<br>Imfinzi<br>(durvalumab)<br>Lung, liver, biliary tract, gastric,<br>gastroesophageal junction,<br>bladder and endometrial<br>cancers<br>$6,063m,<br>up 29%<br>(28% at CER)<br>A leading immunotherapy approved for 11 different indications across several tumour types including NSCLC,<br>small cell lung cancer (SCLC), multiple gastrointestinal cancers and endometrial and bladder cancers.<br>Approved in 98 countries.<br>Calquence<br>(acalabrutinib)<br>Chronic lymphocytic<br>leukaemia (CLL); mantle cell<br>lymphoma (MCL); small<br>lymphocytic lymphoma (SLL)<br>$3,518m,<br>up 12%<br>(12% at CER)<br>A second-generation, selective inhibitor of Bruton’s tyrosine kinase that is the current standard of care (SoC)<br>across multiple forms of blood cancer. Approved in 94 countries.<br>Lynparza<br>(olaparib)<br>Ovarian, breast, pancreatic,<br>prostate and endometrial<br>cancers<br>$3,279m,<br>down 11%<br>(12% at CER)1<br>Remains the leading PARP inhibitor across five tumour types as measured by total prescription volume,<br>the SoC in advanced ovarian cancer, and the only PARP inhibitor to improve survival in early breast cancer.<br>Also approved in combination with abiraterone and prednisone in 1st-line metastatic castration-resistant<br>prostate cancer (mCRPC) and in combination with Imfinzi in advanced or recurrent mismatch repair<br>proficient endometrial cancer. Approved in 114 countries.<br>Enhertu<br>(trastuzumab<br>deruxtecan)2<br>Breast, lung, gastric and<br>a tumour-agnostic approval<br>in metastatic HER2-positive<br>solid tumours<br>$2,775m,<br>up 40%<br>(40% at CER)<br>Market leadership in HER2-positive and HER2-low metastatic breast cancer, HER2-positive metastatic<br>gastric cancer and HER2-mutant metastatic lung cancer, as well as the first HER2-directed therapy<br>approved for tumour agnostic cancers. Approved in more than 90 countries.<br>Zoladex<br>(goserelin<br>acetate implant)<br>Prostate and breast cancers $1,151m,<br>up 5%<br>(6% at CER)<br>Approved in 122 countries for the treatment of prostate cancer and in 108 countries for the treatment<br>of breast cancer in premenopausal women.<br>Truqap<br>(capivasertib)<br>Breast cancer $728m,<br>up 69%<br>(68% at CER)<br>Approved in combination with Faslodex in more than 85 countries in a biomarker-altered subgroup<br>of HR-positive, HER2-negative metastatic breast cancer.<br>Imjudo<br>(tremelimumab)<br>Liver and lung cancers $346m,<br>up 23%<br>(23% at CER)<br>Approved in 74 countries in combination with Imfinzi for unresectable hepatocellular carcinoma<br>and in 63 countries in combination with Imfinzi and chemotherapy for metastatic NSCLC.<br>Datroway<br>(datopotamab<br>deruxtecan)2<br>Breast and lung cancers n/m $78m Approved in 38 countries for patients with previously treated metastatic HR-positive, HER2-negative<br>breast cancer, and in the US for patients with previously treated advanced EGFRm NSCLC.<br>1 In 2024, we recognised Collaboration Revenue of $600 million in respect of a Lynparza sales-related milestone, of which no similar milestones were recognised in 2025.<br>In 2025, Lynparza Product Sales increased by 7% (CER: 6%). For further details, see page 56. 2 Jointly developed and commercialised with Daiichi Sankyo.<br>Total Revenue<br>$25,619m<br>up 15% (14% at CER)<br>2024: $22,353m<br>2023: $18,447m<br>2nd<br>Cancer is the second<br>leading cause of death<br>worldwide.<br>Unmet medical need and world market<br>2025 overview<br>• Commercial delivery and sales<br>performance driven by five<br>multi-blockbuster medicines: Tagrisso,<br>Imfinzi, Calquence, Lynparza and Enhertu.<br>• Broad penetration of our Oncology<br>medicines with 13 major market<br>approvals across 10 indications.<br>• 10 positive Phase III readouts across<br>multiple tumour types including lung,<br>breast, bladder and gastric cancers.<br>Over 30 million<br>The global burden of cancer is expected<br>to grow, with over 30 million newly<br>diagnosed patients estimated by 2040.<br>Two thirds of those patients are expected<br>to be in low- and middle-income countries.<br> Full details are given in the<br>Development Pipeline and<br>Patent Expiries of Key Marketed<br>Products Supplements on our<br>website, www.astrazeneca.<br>com/annualreport2025.<br>AstraZeneca Annual Report & Form 20-F Information 2025 13<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Therapy Area Review	Oncology
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Our strategy in Oncology<br>Our ambition is to eliminate cancer<br>as a cause of death. We seek to transform<br>outcomes for people living with cancer<br>through innovative medicines, powerful<br>combinations and a world-class,<br>purpose-driven team.<br>Our commercial strategy to transform<br>patient outcomes centres on three<br>key areas:<br>• Medicines that matter: building<br>transformative brands that raise the<br>standard of care for patients.<br>• Leveraging scale: strengthening<br>leadership and expertise in key tumour<br>types (lung, haematology, genitourinary/<br>gynaecological, breast and<br>gastrointestinal).<br>• Transforming patient care: closing the<br>care gaps to deliver optimal care for<br>every patient, improving access and<br>building more resilient healthcare<br>systems through partnerships.<br>Our R&D strategy to transform outcomes<br>focuses on three key pillars:<br>1. Attacking cancer from multiple angles<br>and unlocking the potential of combination<br>therapies (including tumour drivers and<br>resistance, DNA damage response,<br>antibody drug conjugates (ADCs)<br>and radioconjugates, epigenetics,<br>immuno-oncology, cell therapies<br>and immune engagers).<br>2. Treating cancer earlier and smarter<br>with early detection and personalised<br>treatments.<br>3. Pioneering new technologies to help<br>us advance science and achieve the<br>next wave of breakthroughs.<br>2025 review – strategy in action<br>Lung cancer<br>Scientific advances in early detection and<br>precision medicine are strengthening the<br>potential to offer meaningful patient outcomes<br>and long-term survival in lung cancer.<br>We have a comprehensive portfolio, along<br>with a promising pipeline of potential new<br>medicines and combinations across diverse<br>mechanisms of action. By 2030, we aim to<br>have an AstraZeneca medicine for more than<br>half of all patients treated for lung cancer.<br>• Tagrisso is the world-leading third-generation TKI and backbone therapy<br>for EGFRm NSCLC across multiple stages.<br>Across markets we see continued demand<br>growth for Tagrisso in both the adjuvant<br>and metastatic settings.<br>• Final overall survival (OS) results from<br>the FLAURA2 Phase III trial were presented<br>at the World Conference on Lung Cancer,<br>showing that Tagrisso plus chemotherapy<br>demonstrated a median OS of nearly four<br>years in 1st-line EGFRm NSCLC.<br>• Positive results from the Phase III<br>NeoADAURA trial in patients with<br>resectable, early-stage EGFRm NSCLC<br>shared at the American Society of Clinical<br>Oncology (ASCO) showed Tagrisso with<br>or without chemotherapy demonstrated<br>a statistically significant and clinically<br>meaningful improvement in major<br>pathologic response versus neoadjuvant<br>chemotherapy alone.<br>• Results from the SAVANNAH Phase II<br>trial showed Tagrisso plus Orpathys<br>demonstrated a highly clinically meaningful<br>and durable objective response rate in<br>EGFRm NSCLC with high levels of MET<br>overexpression and/or amplification in<br>those whose disease progressed on<br>treatment with Tagrisso.<br>• Since its first approval, more than 414,000<br>patients have been treated with Imfinzi,<br>including 300,000 people with lung cancer.<br>It is the global SoC in the curative-intent<br>setting of unresectable, Stage III NSCLC<br>in patients whose disease has not<br>progressed after chemoradiation therapy<br>(CRT) and is the first and only immunotherapy<br>approved for both limited- and extensive-stage SCLC.<br>• Imfinzi was approved in the EU, Japan,<br>China and several other countries for the<br>perioperative treatment of resectable,<br>early-stage (IIa-IIIb) NSCLC with no known<br>EGFRm or ALK rearrangements, based<br>on the AEGEAN Phase III trial.<br>• Additionally, Imfinzi was approved in the<br>EU, Japan and China for patients with<br>limited-stage SCLC whose disease had<br>not progressed following platinum-based<br>concurrent CRT based on the ADRIATIC<br>Phase III trial results.<br>• Datroway was granted its first approval<br>in the US in lung cancer for the treatment<br>of patients with locally advanced or<br>metastatic EGFRm NSCLC who have<br>received prior EGFR-directed therapy and<br>platinum-based chemotherapy based on<br>results from the TROPION-Lung05 Phase<br>II trial and supported by data from the<br>TROPION-Lung01 Phase III trial.<br>• The LATIFY Phase III trial of ceralasertib<br>in combination with Imfinzi did not meet<br>the primary endpoint of OS versus SoC<br>docetaxel in patients with advanced NSCLC<br>whose tumours did not have actionable<br>genomic alterations and whose disease<br>progressed on or after prior immunotherapy<br>and platinum-based chemotherapy.<br>• Updated results from the first-in-human<br>ARTEMIDE-01 Phase I trial presented at<br>the European Society for Medical Oncology<br>(ESMO) meeting showed encouraging<br>safety and efficacy for rilvegostomig,<br>our anti-PD-1/TIGIT bispecific antibody,<br>in patients with immunotherapy-naive<br>metastatic NSCLC.<br>Breast cancer<br>We are aiming to redefine clinical practice<br>and transform outcomes across all subtypes<br>and stages of breast cancer. Our portfolio<br>of approved medicines and promising<br>potential new medicines in development<br>leverage different mechanisms of action<br>to address the biologically diverse breast<br>cancer tumour environment.<br>• Enhertu is the established SoC in<br>HER2-positive (DESTINY-Breast03)<br>and HER2-low (DESTINY-Breast04)<br>metastatic breast cancer.<br>• Following approvals this year in the US, EU,<br>Japan and several other countries based<br>on the DESTINY-Breast06 Phase III trial,<br>Enhertu is rapidly replacing chemotherapy<br>in the post-endocrine setting for patients<br>with HR-positive, HER2-low or HER2-<br>ultralow metastatic breast cancer.<br>• Enhertu also reported positive data from<br>three Phase III trials, highlighting its role in<br>earlier treatment settings, and cementing<br>its benefit across all stages of HER2-<br>positive disease. In the DESTINY-Breast09<br>Phase III trial, Enhertu plus pertuzumab<br>demonstrated a highly statistically<br>significant and clinically meaningful<br>improvement in progression-free survival<br>(PFS) versus taxane, trastuzumab and<br>pertuzumab (THP) as 1st-line therapy for<br>patients with HER2-positive metastatic<br>breast cancer. Enhertu is now approved in<br>the US based upon DESTINY-Breast09.<br>Positive results from the DESTINY-Breast11<br>Phase III trial showed Enhertu followed by<br>THP in the neoadjuvant setting showed a<br>statistically significant and clinically<br>meaningful improvement in pathologic<br>complete response in patients with<br>high-risk HER2-positive early-stage breast<br>cancer. The DESTINY-Breast05 Phase III<br>trial in the post-neoadjuvant setting<br>showed Enhertu demonstrated a highly<br>statistically significant and clinically<br>meaningful improvement in invasive<br>disease-free survival versus T-DM1 in<br>patients with high-risk early breast cancer.<br>• Positive results from the TROPION-Breast02 Phase III trial showed Datroway<br>demonstrated a statistically significant and<br>clinically meaningful improvement for the<br>dual primary endpoints of OS and PFS<br>compared to chemotherapy as 1st-line<br>treatment for patients with locally recurrent<br>inoperable or metastatic triple-negative<br>breast cancer for whom immunotherapy<br>was not an option. With these results,<br>Datroway is the first therapy to significantly<br>improve OS versus chemotherapy in this<br>patient population.<br>• Datroway was approved in the US, EU,<br>China and several other countries for the<br>treatment of patients with unresectable or<br>metastatic HR-positive, HER2-negative<br>breast cancer who have received prior<br>endocrine-based therapy and chemotherapy.<br>Approval was based on the results of the<br>TROPION-Breast01 Phase III trial.<br>AstraZeneca Annual Report & Form 20-F Information 2025 14<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Therapy Area Review<br>Therapy Area Review	Oncology continued
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• Positive results from the SERENA-6 Phase<br>III trial showed that camizestrant in<br>combination with a cyclin-dependent<br>kinase 4/6 inhibitor (palbociclib, ribociclib<br>or abemaciclib) demonstrated a highly<br>statistically significant and clinically<br>meaningful improvement in PFS in the<br>1st-line treatment of patients with<br>HR-positive, HER2-negative advanced<br>breast cancer whose tumours have an<br>emergent ESR1 mutation.<br>• Truqap was approved in China in<br>combination with Faslodex as the first<br>AKT-inhibitor for patients with HR-positive,<br>HER2-negative locally advanced or<br>metastatic breast cancer with one or more<br>biomarker alterations (PIK3CA, AKT1<br>or PTEN) following disease progression<br>or recurrence, based on the CAPItello-291<br>Phase III trial.<br>Genitourinary/gynaecological cancers<br>In genitourinary cancers, we aim to transform<br>treatment paradigms with our portfolio<br>of approved medicines and a diverse pipeline<br>of innovative treatments to help more patients.<br>This includes improving care for people with<br>muscle-invasive and non-muscle-invasive<br>bladder cancer with Imfinzi and solidifying<br>Lynparza plus abiraterone and prednisone<br>as a SoC in 1st-line mCRPC. In gynaecological<br>cancers, we will continue to redefine survival<br>expectations, maximising Lynparza’s position<br>as a SoC in advanced ovarian cancer,<br>and advancing in combination with Imfinzi<br>in endometrial cancer.<br>• Imfinzi was approved in several markets<br>including the US, EU and Japan for the<br>treatment of muscle-invasive bladder<br>cancer (MIBC), based on the NIAGARA<br>Phase III trial results.<br>• Results from the POTOMAC Phase III trial<br>showed that adding one year of treatment<br>with Imfinzi to Bacillus Calmette-Guérin<br>(BCG) induction and maintenance therapy<br>demonstrated a statistically significant<br>and clinically meaningful improvement<br>in disease-free survival for patients with<br>BCG-naïve, high-risk non-muscle-invasive<br>bladder cancer (NMIBC) compared to<br>BCG treatment alone. Regulatory reviews<br>are underway.<br>• Full results from the Phase III trial of Truqap<br>in combination with abiraterone and ADT<br>in PTEN-deficient de novo metastatic<br>hormone-sensitive prostate cancer were<br>presented at the 2025 ESMO meeting.<br>• The CAPItello-280 Phase III trial evaluating<br>Truqap in combination with docetaxel<br>and ADT in patients with mCRPC was<br>discontinued following an Independent<br>Data Monitoring Committee review of data<br>from a prespecified interim analysis, which<br>concluded that the Truqap combination<br>was unlikely to meet the dual primary<br>endpoints of radiographic progression-free survival (rPFS) and OS versus the<br>comparator arm upon trial completion.<br>• Encouraging data from our next wave of<br>potential new oncology medicines was<br>presented at the ESMO meeting, including:<br>– FONTANA Phase I/IIa first-in-human<br>trial of AZD5335, a folate receptor<br>alpha (FRα)-targeting ADC, in patients<br>with platinum-resistant recurrent<br>ovarian cancer.<br>– PETRANHA Phase I/II trial of saruparib<br>plus androgen receptor pathway<br>inhibitors in patients with metastatic<br>prostate cancer.<br>Gastrointestinal cancers<br>We have a broad and robust portfolio and<br>development programme for the treatment<br>of gastrointestinal cancers in many stages<br>and disease types across multiple approved<br>and potential new medicines.<br>• Imfinzi was approved in the US, and has<br>been recommended for approval in the<br>EU, for patients with early-stage gastric<br>and gastroesophageal junction (GEJ)<br>cancers based on the MATTERHORN<br>Phase III trial. Results showed<br>perioperative treatment with Imfinzi in<br>combination with SoC FLOT (fluorouracil,<br>leucovorin, oxaliplatin and docetaxel)<br>chemotherapy demonstrated a statistically<br>significant and clinically meaningful<br>improvement in the primary endpoint of<br>event-free survival in patients with<br>early-stage and locally advanced (Stages<br>II, III, IVA) gastric and GEJ cancers.<br>• Positive results from the DESTINY-Gastric04 Phase III trial demonstrated<br>statistically significant and clinically<br>meaningful improvement in OS as a<br>2nd-line treatment for patients with<br>HER2-positive metastatic gastric cancer.<br>• Data from our promising bispecifics pipeline<br>was presented at ASCO, including the<br>GEMINI-Hepatobiliary Phase II trial which<br>showed rilvegostomig plus chemotherapy<br>demonstrated promising efficacy with<br>a manageable safety profile and sustained<br>target engagement in advanced biliary<br>tract cancer.<br>Blood cancers<br>In haematology, we are unleashing the<br>potential of Calquence, the current SoC<br>in multiple forms of blood cancer, while<br>pushing the boundaries of science to<br>redefine care through ambitious clinical<br>development, deep clinical insights and<br>a focus on improving the patient experience.<br>• Calquence plus chemoimmunotherapy<br>was approved in several markets including<br>the US, the EU and Japan for the 1st-line<br>treatment of MCL based on the ECHO<br>Phase III trial.<br>• A fixed-duration regimen of Calquence<br>in combination with venetoclax, with<br>or without obinutuzumab, was approved<br>in the EU and several markets based<br>on the AMPLIFY Phase III trial.<br>• In China, Calquence was approved as a<br>monotherapy for the treatment of CLL/SLL<br>based on the ChangE Phase III trial.<br>• Early data from our novel CD19xCD3<br>bispecific T-cell engager, surovatamig,<br>in follicular lymphoma and diffuse large<br>B-cell lymphoma showed promising<br>clinical efficacy and safety.<br>Early detection is changing lives, but breast cancer<br>remains the number one cause of female cancer deaths<br>worldwide, with more than 665,000 deaths each year.<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Therapy Area Review	Oncology AstraZeneca Annual Report & Form 20-F Information 2025 15
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Our ambition is to transform care for billions<br>of people living with chronic diseases and<br>deliver long-lasting immunity. We are working<br>to intervene earlier to protect vital organs, slow<br>or reverse disease progression, and achieve<br>remission for often degenerative, debilitating<br>and life-threatening conditions, so many more<br>people can live better, healthier lives.<br> Transforming<br>care for<br>billions<br>BioPharmaceuticals<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Therapy Area Review AstraZeneca Annual Report & Form 20-F Information 2025 16<br>Therapy Area Review
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Our ambition is to enhance care and<br>to improve outcomes for the millions<br>of people who are living with the<br>complexities of cardiovascular, renal<br>and metabolic diseases; to intervene<br>early to protect vital organs; and to<br>reverse, slow or stop disease progression<br>of these often debilitating, progressive<br>and life-threatening conditions.<br>We have a bold ambition to transform<br>respiratory and immunology care for<br>patients – moving beyond symptom<br>control to disease modification,<br>remission and, one day, cure.<br>Our ambition is to tackle serious viral<br>and bacterial infectious diseases with<br>a high burden of disease to address<br>some of the leading threats to global<br>public health.<br>2025 overview<br>• Delivered strong financial performance<br>driven by the global rollout of Wainua,<br>continued growth of Lokelma and<br>sustained demand for Farxiga, reaching<br>about 77 million patients globally. We<br>saw increased generic competition for<br>Farxiga and other established products.<br>• Advanced late-stage portfolio, with two<br>positive Phase III trial results for<br>baxdrostat in hypertension and the<br>launch of the laroprovstat Phase III<br>programme in patients with elevated<br>low-density lipoprotein cholesterol (LDL-C)<br>and atherosclerotic cardiovascular<br>disease (ASCVD) or at risk of a first<br>ASCVD event. Early-stage portfolio<br>progress includes positive Phase IIb<br>laroprovstat results in LDL-C.<br>• Advanced Phase IIb trials in obesity<br>(AZD5004 VISTA, AZD6234 APRICUS,<br>AZD9550+AZD6234 ASCEND) and in T2D<br>(AZD5004 SOLSTICE, AZD6234 ARAY).<br>2025 overview<br>• Achieved double-digit growth driven<br>by key launch brands (Breztri, Fasenra,<br>Tezspire, Saphnelo, Airsupra). Breztri<br>secured blockbuster status with<br>Total Revenue of $1.2 billion.<br>• Progressed late-stage portfolio with<br>new life-cycle management indications,<br>including four major market approvals<br>and six Phase III programme readouts.<br>• Clinical progression for early portfolio,<br>including four Phase I and II trial<br>starts, including in systemic lupus<br>erythematosus (SLE), asthma and chronic<br>obstructive pulmonary disease (COPD).<br>• Received a world and industry-first<br>approval in the UK for Trixeo Aerosphere,<br>our triple-combination therapy for<br>COPD for use with the next-generation<br>propellant (NGP) with near-zero<br>Global Warming Potential (GWP).<br>2025 overview<br>• FluMist Home Administration launched<br>in the US in August ahead of the<br>2025-2026 flu season, the first and<br>only seasonal flu vaccine approved for<br>self-administration for adults aged 18-49<br>or by caregivers for children aged 2-17.<br>• Beyfortus is now approved in over<br>60 countries as the first respiratory<br>syncytial virus (RSV) lower respiratory<br>tract disease preventative option for<br>a broad infant population.<br>Cardiovascular, Renal & Metabolism Respiratory & Immunology Vaccines & Immune Therapies<br>Total Revenue<br>$12,861m<br>up 3% (2% at CER)<br>2024: $12,517m<br>2023: $10,628m<br>Total Revenue<br>$8,866m<br>up 13% (12% at CER)<br>2024: $7,876m<br>2023: $6,404m<br>Total Revenue<br>$1,268m<br>down 13% (14% at CER)<br>2024: $1,462m<br>2023: $1,357m<br>Unmet medical need and world market<br>50%<br>of deaths worldwide are predicted<br>to be caused by CVRM-related<br>diseases by 2040.<br>1.4 billion<br>people across the globe are<br>affected by hypertension.<br>Unmet medical need and world market<br>~540 million<br>people worldwide have chronic<br>respiratory and immune-mediated<br>diseases.<br>$4.3 trillion<br>is the estimated global burden of<br>COPD by 2050, a leading cause of<br>hospital admissions and the world’s<br>third leading cause of death.¹<br>1 Excluding COVID-19.<br>Unmet medical need and world market<br>One billion<br>cases of seasonal influenza annually.<br>~3.6 million<br>young children hospitalised each<br>year due to RSV according to the<br>World Health Organization.<br>AstraZeneca Annual Report & Form 20-F Information 2025 17<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Therapy Area Review	BioPharmaceuticals
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Key marketed products<br>Product Disease Total Revenue Commentary<br>Cardiovascular, Renal & Metabolism (CVRM)<br>Farxiga/Forxiga<br>(dapagliflozin)<br>Type 2 diabetes (T2D)<br>Heart failure (HF)<br>Chronic kidney disease<br>(CKD)<br>$8,492m,<br>up 10%<br>(9% at CER)<br>Retained its position as the number one SGLT2 inhibitor worldwide by volume, driven by broad guideline<br>support and continued uptake across HF and CKD. Approved in 126 countries, with sustained global growth<br>supported by expanding use across the cardio-renal-metabolic spectrum.<br>Crestor<br>(rosuvastatin calcium)<br>Dyslipidaemia<br>Hyper-cholesterolaemia<br>$1,218m,<br>up 5%<br>(6% at CER)<br>Continued to serve as a widely used therapy in lipid management, with demand supported by its broad<br>global footprint and ongoing need for effective LDL-C lowering. Approved in 91 countries.<br>Brilinta/Brilique<br>(ticagrelor)<br>Acute coronary<br>syndromes (ACS)<br>$823m,<br>down 38%<br>(38% at CER)<br>Delivered steady performance in the prevention of atherothrombotic events in adult patients with ACS,<br>supported by ongoing adoption of guideline-directed therapies. Approved in more than 124 countries.<br>Continues to play a wider role in secondary prevention of cardiovascular (CV) events.<br>Lokelma<br>(sodium zirconium<br>cyclosilicate)<br>Hyperkalaemia (HK) $698m,<br>up 29%<br>(28% at CER)<br>Delivered strong growth driven by consistently robust demand across all regions, underpinned by rising<br>recognition of HK as a barrier to optimised guideline-directed treatments in CKD and HF. Approved in<br>67 markets, with increasing patient adoption.<br>Seloken/Toprol-XL<br>(metoprolol succinate)<br>Hypertension<br>HF<br>Angina<br>$608m,<br>stable<br>(up 2% at CER)<br>Maintained its position as a beta-blocker for CV disease management across major markets.<br>Performance reflects stable use in hypertension and HF. Approved in 61 countries.<br>Roxadustat Anaemia of CKD $276m,<br>down 18%<br>(18% at CER)<br>Continued to support adult patients requiring treatment for CKD-related anaemia. Performance<br>reflects targeted use in regulated markets.<br>Wainua/Wainzua<br>(eplontersen)<br>Polyneuropathy of<br>hereditary transthyretin-mediated amyloidosis<br>(ATTRv-PN)<br>$212m,<br>up 148%<br>(147% at CER)<br>Approved for the treatment of adult patients with stage one or two ATTRv-PN in 20 countries,<br>including in the US.<br>Respiratory & Immunology (R&I)<br>Symbicort<br>(budesonide/<br>formoterol)<br>Asthma<br>COPD<br>$2,885m,<br>stable<br>(stable at CER)<br> Approved in mild asthma as an anti-inflammatory reliever in 47 countries.<br>Fasenra<br>(benralizumab)<br>Severe eosinophilic<br>asthma (SEA)<br>Eosinophilic<br>granulomatosis with<br>polyangiitis (EGPA)<br>$1,981m,<br>up 17%<br>(16% at CER)<br>Approved as an add-on maintenance treatment for SEA in 83 countries. Approved for EGPA in more<br>than 70 countries.<br>Breztri/Trixeo<br>(budesonide/<br>glycopyrrolate/<br>formoterol)<br>COPD $1,199m,<br>up 23%<br>(22% at CER)<br>Approved in more than 80 countries for the treatment of COPD. Approved for use with the NGP in the UK<br>and in transition in EU countries based on a positive CHMP opinion.<br>Tezspire<br>(tezepelumab)<br>Severe asthma $1,131m,<br>up 65%<br>(64% at CER)<br>Approved in more than 70 countries. In 2025, Tezspire was approved for chronic rhinosinusitis with<br>nasal polyps in the US and EU.<br>Saphnelo<br>(anifrolumab)<br>SLE $686m,<br>up 45%<br>(44% at CER)<br>Approved for the treatment of SLE in more than 70 countries. In 2025, Saphnelo was approved<br>for subcutaneous (self-administration) in the EU.<br>Pulmicort<br>(budesonide)<br>Asthma<br>COPD<br>Croup<br>$518m,<br>down 24%<br>(24% at CER)<br>Approved in more than 115 countries.<br>Airsupra<br>(albuterol/budesonide)<br>Asthma $166m,<br>up 150%<br>(150% at CER)<br>Approved in asthma for the treatment of symptoms and prevention of exacerbations in the US and six<br>other countries.<br>Vaccines & Immune Therapies (V&I)<br>Beyfortus<br>(nirsevimab)<br>RSV $703m,<br>down 3%<br>(3% at CER)<br>Commercialised in collaboration with Sanofi in all territories except the US where Sanofi has full<br>commercial control. Approved in more than 60 countries.<br>Synagis<br>(palivizumab)<br>RSV $292m,<br>down 35%<br>(34% at CER)<br>Available in more than 100 countries outside the US. Sobi holds the US rights.<br>FluMist (live attenuated<br>influenza vaccine)<br>Influenza $272m,<br>up 6%<br>(3% at CER)<br>Approved in the US, EU and other countries. Approved for self-administration in the US. Daiichi Sankyo<br>holds rights to FluMist in Japan.<br> Full details are given in the<br>Development Pipeline and<br>Patent Expiries of Key Marketed<br>Products Supplements on our<br>website, www.astrazeneca.<br>com/annualreport2025.<br>AstraZeneca Annual Report & Form 20-F Information 2025 18<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Therapy Area Review<br>Therapy Area Review	BioPharmaceuticals continued
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Our strategy in CVRM<br>Our ambition is to improve outcomes for<br>the millions of people who are living with<br>cardiovascular, renal and metabolic<br>diseases by enhancing care, intervening<br>early to protect vital organs and reversing,<br>slowing or stopping disease progression.<br>2025 review – strategy in action<br>Cardiovascular<br>We are advancing science across CV disease<br>by targeting the core risk factors that drive<br>stroke, heart disease and HF.<br>• Hypertension: we are focused on<br>addressing the significant global burden<br>of hypertension, with around half of those<br>affected not achieving recommended<br>blood pressure control.<br>• Dyslipidaemia and ASCVD: we continue<br>to address elevated LDL-C as a central CV<br>risk factor, with ~70% of patients globally<br>not at LDL-C goal despite statin therapy.<br>• HF and amyloidosis: we aim to prevent<br>end-stage HF by enabling earlier diagnosis<br>and treatment of transthyretin-mediated<br>amyloid cardiomyopathy (ATTR-CM).<br>ATTR‑CM is an underdiagnosed disease,<br>with an estimated global prevalence<br>of 300,000-500,000 patients, and<br>an average mortality of 2-5 years.<br>Our CV portfolio continues to deliver<br>important clinical and regulatory milestones.<br>• Baxdrostat, an aldosterone synthase<br>inhibitor, delivered positive Phase III results<br>in treatment-resistant and uncontrolled<br>hypertension, with robust blood pressure<br>reductions in both the BaxHTN and Bax24<br>trials. Findings were presented at the<br>European Society of Cardiology and<br>American Heart Association Scientific<br>Sessions. Baxdrostat, alone and in<br>combination, is being studied in seven<br>trials and four indications, reflecting our<br>confidence in its potential in hypertension,<br>primary aldosteronism, CKD and<br>hypertension, and prevention of HF.<br>• In March 2025, together with Ionis,<br>we received EU approval for Wainzua for<br>the treatment of hereditary transthyretin-mediated amyloidosis (ATTRv) in adult<br>patients with stage one or two<br>polyneuropathy. This follows the US<br>FDA approval in 2023 and Fast Track<br>designation in ATTR-CM in 2024.<br>• Balcinrenone, a novel non-steroidal<br>mineralocorticoid receptor antagonist<br>(MRA), is being evaluated in combination<br>with dapagliflozin to address the unmet<br>medical need in patients with chronic HF<br>and impaired kidney function. The Phase<br>III BalanceD-HF trial is underway and aims<br>to deliver the cardiorenal benefits of MRAs<br>while potentially reducing the risk of HK.<br>• In dyslipidaemia, laroprovstat (formerly<br>AZD0780) achieved positive Phase IIb<br>results in the PURSUIT trial, demonstrating<br>robust LDL-C lowering with no food<br>or fasting requirements and supporting<br>its potential as an oral adjunct to existing<br>lipid-lowering therapies. Findings were<br>presented at the American College of<br>Cardiology Scientific Session & Expo,<br>with simultaneous publication in the Journal<br>of the American College of Cardiology.<br>Laroprovstat is being investigated in a<br>Phase III clinical programme focused on<br>LDL-C lowering in high-risk patient<br>populations (AZURE-LDL, AZURE-HeFH,<br>and AZURE-Outcomes).<br>• AZD5462, currently in Phase IIb, is the first<br>and only small molecule in clinical trials<br>mimicking the biology of the natural<br>pregnancy hormone relaxin to improve<br>cardiac function in patients with chronic HF.<br>Renal<br>We are driving renal disease innovation<br>by addressing early dysfunction, high-risk<br>markers and overlapping factors that<br>accelerate progression.<br>• CKD: we focus on preventing or slowing<br>kidney failure across the disease<br>spectrum, which affects millions globally<br>(30 million HF, >50 million high proteinuria,<br>600 million hypertension).<br>Our renal portfolio continues to deliver<br>important clinical and regulatory milestones.<br>• Zibotentan/dapagliflozin is being evaluated<br>in patients with CKD and proteinuria in the<br>ongoing Phase III ZENITH-CKD clinical trial.<br>• Baxdrostat delivered positive Phase II<br>results in the FigHTN trial for patients with<br>CKD and hypertension. Findings were<br>presented at the American Heart Association<br>Hypertension Scientific Session, with<br>simultaneous publication in the Journal<br>of the American Society of Nephrology.<br>Baxdrostat is being studied in combination<br>with dapagliflozin in patients with CKD<br>(BaxDuo-Arctic, BaxDuo-Pacific).<br>• Balcinrenone/dapagliflozin delivered<br>positive Phase IIb results in the MIRO-CKD<br>trial for patients with CKD at a high risk<br>of disease progression. Findings were<br>shared in a late-breaking presentation<br>at the American Society of Nephrology’s<br>Kidney Week and simultaneously<br>published in The Lancet.<br>• AZD2373, developed in collaboration with<br>Ionis, has the potential to be the first<br>precision medicine in our renal pipeline<br>for treatment of APOL1-mediated kidney<br>disease. Phase I data has demonstrated<br>safety, tolerability and proof of mechanism<br>in healthy participants.<br>Metabolism<br>We are expanding our work across metabolic<br>disease by targeting the drivers of adiposity,<br>insulin resistance and inflammation that<br>heighten cardiometabolic risk.<br>• Obesity, weight management and diabetes:<br>we aim to reduce or reverse weight-related comorbidities and advance organ<br>protection for the 2.5 billion people living<br>with obesity or overweight, most of whom<br>have at least one co-morbidity.<br>Our metabolism portfolio continues to deliver<br>important clinical and regulatory milestones.<br>• We have advanced the Phase IIb trials<br>in obesity (AZD5004 VISTA, AZD6234<br>APRICUS, AZD9550+AZD6234 ASCEND)<br>as well as in T2D (AZD5004 SOLSTICE,<br>AZD6234 ARAY).<br>• We are progressing an innovative pipeline<br>in metabolic dysfunction-associated<br>steatohepatitis and advanced liver disease<br>to target the main disease drivers. This<br>includes AZD2389 (small molecule FAP<br>inhibitor) targeting advanced liver fibrosis<br>currently in Phase II studies.<br>• We acquired SixPeaks Bio, strengthening<br>our existing obesity and weight management<br>pipeline with the lead asset, a next-generation monoclonal antibody (mAb)<br>that targets Activin Receptor Type 2A/B,<br>with the potential to combine and<br>conjugate with peptides targeting<br>complementary mechanisms.<br>Cardiovascular, Renal & Metabolism<br>Nearly 64 million people worldwide live<br>with heart failure. Advancing early detection,<br>diagnosis and effective management can<br>improve patient outcomes.<br>AstraZeneca Annual Report & Form 20-F Information 2025 19<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Therapy Area Review	BioPharmaceuticals AstraZeneca Annual Report & Form 20-F Information 2025
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Our strategy in R&I<br>We are committed to transforming care<br>for some of the most debilitating and<br>complex respiratory and immune-mediated diseases. Our portfolio of<br>inhaled and biologic medicines, and our<br>pipeline for the future, seek to address<br>the challenges and vast unmet medical<br>needs patients face today.<br>We are leading the way in reducing the<br>environmental burden of care by driving<br>improvements in patient outcomes as<br>well as transitioning to pressurised<br>metered-dose inhaled (pMDI) respiratory<br>medicines with a propellant that has<br>near-zero GWP.<br>2025 review – strategy in action<br>COPD<br>We are working to eliminate COPD as<br>a leading cause of death, transforming<br>care through our broad portfolio by driving<br>timely diagnosis, optimising therapeutic<br>intervention and reducing mortality by<br>addressing cardiopulmonary risk. We are<br>advancing innovative medicines with<br>different mechanisms of action, including<br>next-generation biologics and novel orals<br>to reduce exacerbations and elevate the<br>standard of care across the disease<br>severity spectrum.<br>• Breztri remains the fastest-growing triple<br>inhaled therapy within the fixed‑dose<br>combination triple class1<br> across major<br>markets. Breztri has demonstrated a<br>reduction in mortality that has been<br>recognised in the 2026 Report published<br>by the Global Initiative for Lung Disease<br>(GOLD). We are advancing evidence<br>of Breztri’s ability to reduce the risk of<br>exacerbations and all-cause mortality<br>versus dual-therapy. The ORATOS clinical<br>trial to study the effect of Breztri on heart<br>and lung function enrolled its first patient<br>subject in 2025. In 2025, we received a<br>world and industry-first approval in the<br>UK for Trixeo Aerosphere (marketed as<br>Breztri in the rest of the world), our<br>triple-combination therapy for COPD for<br>use with the NGP with near-zero GWP.<br>This was followed by a positive opinion<br>from the Committee for Medicinal<br>Products for Human Use (CHMP) of the<br>European Medicines Agency, endorsing it<br>for use in the EU. Regulatory applications<br>are also currently under review in the US,<br>China and additional countries.<br>• We have a robust late-stage biologics<br>programme in COPD, including<br>tozorakimab (Phase III LUNA programme),<br>which has a unique dual mechanism of<br>action targeting IL-33, with high-level<br>results expected in 2026. Plus, indication<br>expansion opportunities with Tezspire<br>(Phase III JOURNEY and EMBARK trials<br>started in 2025). In 2025, Fasenra’s<br>Phase III RESOLUTE trial for COPD<br>demonstrated numerical improvements,<br>but did not meet the primary endpoint<br>of reducing COPD exacerbations.<br>• Our innovative early pipeline in COPD is<br>aimed at reaching patients who may not<br>have access to biologics but no longer<br>respond to inhaled therapy. AZD6793<br>is an oral small molecule IRAK4 inhibitor<br>targeting key COPD disease drivers<br>triggered by bacterial and viral infections,<br>smoke and other environmental factors.<br>Data from the AZD6793 Phase I clinical<br>trial were presented at the 2025 annual<br>European Respiratory Society Congress.<br>The Phase IIb PRESTO clinical trial is<br>underway.<br>Asthma<br>We strive to eliminate asthma attacks and<br>achieve clinical remission by reinforcing<br>our inhaled portfolio as the backbone of<br>care, driving towards clinical remission<br>with systemic biologics and introducing<br>novel oral and inhaled medicines to<br>address patients who are not controlled<br>on SoC inhaled therapy.<br>• Symbicort maintained its position as the<br>leading inhaled corticosteroid (ICS)/<br>long-acting beta2-agonist (LABA) globally<br>by volume and value. Performance has<br>been driven by strong growth in Emerging<br>Markets, and resilient performance in the<br>US offset by generic erosion in the EU<br>and Japan.<br>• Airsupra has had strong uptake in the<br>US as the first and only FDA-approved<br>anti-inflammatory rescue therapy that<br>treats symptoms and prevents<br>exacerbations. In 2025, the US FDA<br>updated the Airsupra label to include<br>results from the BATURA Phase III<br>clinical trial for patients with intermittent,<br>mild or persistent asthma.<br>• In 2025, we reported results on the<br>Breztri Phase III KALOS and LOGOS<br>trials in patients with uncontrolled asthma.<br>The results showed clinically meaningful<br>and statistically significant improvement<br>in lung function compared with dual-combination inhaled (ICS/LABA)<br>medicines.<br>• Tezspire continues to gain market share,<br>achieve labels for a broad population<br>of severe asthma patients, and secure<br>reimbursement globally.<br>• In 2025, China regulatory authorities<br>approved the paediatric indication for<br>Fasenra 30mg for SEA, in patients as<br>young as six years old. In 2025, we<br>announced the positive high-level<br>results from the Fasenra NATRON<br>Phase III clinical trial for patients with<br>hypereosinophilic syndrome, a rare<br>disease characterised by elevated<br>eosinophils in the blood and fatigue,<br>rash and organ failure.<br>• Our early pipeline is exploring innovative<br>compounds including new modalities,<br>aimed at targeting key disease<br>mechanisms. AZD8630, an inhaled<br>fragment antibody (inhaled biologic) in<br>Phase II in co‑development with Amgen<br>Inc., targets thymic stromal lymphopoietin<br>and tozorakimab is in Phase IIb for<br>uncontrolled asthma.<br>Respiratory & Immunology<br>1 Global triple therapy market definition: Breztri, Enerzair,<br>Trelegy, Trimbow.<br>Some 391 million people are now living with COPD globally and<br>up to 80% are undiagnosed. Early screening, diagnosis and<br>optimal treatment can slow its progression and improve lives.<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Therapy Area Review AstraZeneca Annual Report & Form 20-F Information 2025 20<br>Therapy Area Review	BioPharmaceuticals continued
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Other Respiratory<br>We are moving beyond asthma and COPD<br>to address other respiratory diseases with<br>significant unmet medical need, including<br>severe viral lower respiratory tract disease<br>(svLRTD), non-cystic fibrosis bronchiectasis,<br>interstitial lung disease and idiopathic<br>pulmonary fibrosis.<br>• The TILIA Phase III trial of<br>tozorakimab in svLRTD is ongoing.<br>• We also announced Tezspire was<br>approved for the treatment of chronic<br>rhinosinusitis with nasal polyps in<br>the US and EU.<br>• In our early portfolio, we continue<br>exploring new mechanisms to address<br>unmet medical needs in interstitial lung<br>disease and idiopathic pulmonary fibrosis.<br>Immunology<br>We aim to become a leader in immunology,<br>redefining treatment paradigms in areas of<br>high unmet medical need, moving to clinical<br>remission and eventually cure.<br>• Saphnelo continues its rapid growth in<br>SLE. In 2025, we announced the positive<br>high-level results from the Phase III<br>TULIP-SC clinical trial studying<br>subcutaneous administration of Saphnelo<br>in SLE, which demonstrated clinically<br>meaningful and statistically significant<br>reduction in disease activity. Saphnelo<br>subcutaneous administration was<br>subsequently approved in the EU for adult<br>patients with SLE who are receiving<br>standard therapy and it is under regulatory<br>review in several other countries around<br>the world, including the US and Japan.<br>• In 2025, the US FDA issued a Complete<br>Response Letter (CRL) regarding the<br>Biologics License Application (BLA) for<br>Saphnelo for subcutaneous administration<br>in SLE. We have provided the information<br>requested by the FDA and anticipate a<br>decision in the first half of 2026.<br>• Saphnelo’s Phase III AZALEA study for<br>SLE patients in China also reported<br>positive results in 2025. Additionally,<br>updated treatment guidelines from the<br>American College of Rheumatology in<br>2025 recognised remission and oral<br>corticosteroid sparing as key treatment<br>goals in SLE.<br>• Ongoing Phase III trials exploring the<br>potential of Saphnelo in relevant<br>rheumatologic diseases include IRIS<br>(lupus nephritis), LAVENDER (cutaneous<br>lupus erythematosus), JASMINE (myositis)<br>and DAISY (systemic sclerosis).<br>Our early pipeline in lupus and related<br>diseases includes novel and next-generation<br>therapies with the potential for<br>transformational efficacy:<br>• Two T-cell engager complex biologics<br>progressed into Phase I: AZD5492 (CD20/<br>CD8) in SLE as well as other autoimmune<br>indications, and surovatamig (CD19/CD3)<br>in SLE as well as rheumatoid arthritis (RA).<br>We’re expanding our presence in rheumatology<br>in other areas of high unmet medical need:<br>• Fasenra is now approved for the treatment<br>of EGPA, a disease characterised by<br>inflammation of the blood vessels that<br>causes organ damage, including the<br>lungs and gastrointestinal tract, in more<br>than 70 countries including the US, EU<br>and Japan, based on positive results<br>from the MANDARA Phase III trial.<br>• AZD1163, a PAD2/4 inhibitor moved into<br>Phase IIb in RA in patients who are partial<br>and inadequate responders to other<br>medicines (TNFs). Positive Phase I results<br>were presented at the American College<br>of Rheumatology annual meeting in 2025,<br>supporting that PAD2/4 enzymes drive<br>the autoimmune response leading to<br>inflammation and tissue damage in RA.<br>In gastroenterology, compounds in<br>clinical development include:<br>• Tezspire is being investigated in<br>eosinophilic esophagitis, a chronic<br>inflammatory disease of the<br>gastrointestinal tract, with the Phase III<br>high-level results anticipated in 2026<br>(CROSSING trial).<br>• A Phase II trial is ongoing exploring<br>AZD7798, a mAb that targets CCR9<br>positive cells for depletion in small<br>bowel Crohn’s disease.<br>Vaccines & Immune Therapies<br>Our strategy in V&I<br>Through next-generation vaccines and<br>long-acting antibodies, we aim to prevent<br>viral respiratory diseases as a key cause<br>of morbidity, hospitalisation and death<br>and deliver new solutions in the fight<br>against serious bacterial and chronic<br>viral infections.<br>We are advancing platforms such as<br>virus-like particle vaccine technology,<br>bioconjugate vaccines, half-life extended<br>antibodies and new antibody formats<br>such as bispecifics to accelerate<br>development and deliver tailored immune<br>protection against previously hard-to-target or rapidly evolving pathogens.<br>2025 review – strategy in action<br>• In August 2025, we launched FluMist<br>Home Administration in the US, the first<br>seasonal flu vaccine approved for<br>self- or caregiver administration at home.<br>FluMist received approvals in 10 additional<br>countries in 2025, including in the<br>Southern Hemisphere enabling first<br>launches in the region in 2026.<br>• mAbs targeting Clostridium difficile,<br>Pseudomonas aeruginosa, and<br>Staphylococcus aureus bacterial<br>pathogens advanced into Phase II trials<br>and a pandemic influenza mRNA vaccine<br>candidate entered Phase I/II development.<br> For more information on Site<br>F-gas management, including<br>pMDI inhalers, Scope 1 and 2<br>decarbonisation levers, Scope<br>3 decarbonisation levers<br>and Transition risk and<br>opportunities, see Climate<br>change from page 42 of the<br>Business Review.<br>AstraZeneca Annual Report & Form 20-F Information 2025 21<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Therapy Area Review	BioPharmaceuticals
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Pioneering new<br>possibilities<br>Rare Disease<br>We continue to advance a diversified pipeline across<br>disease areas with significant unmet medical need,<br>where scientific progress has been absent or limited,<br>advancing first- and/or best-in-class medicines<br>and new modalities, while expanding our global<br>geographic footprint for the rare disease community.<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Therapy Area Review AstraZeneca Annual Report & Form 20-F Information 2025 22<br>Therapy Area Review
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Total Revenue<br>$9,126m<br>up 4% (4% at CER)<br>2024: $8,768m<br>2023: $7,764m<br>400 million<br>people around the<br>world are living with<br>a rare disease.<br>Unmet medical need and world market<br><10%<br>of rare diseases<br>have approved<br>treatment options.<br>2025 overview<br>• Delivering robust and sustainable<br>growth since acquisition of Alexion.<br>• Performance driven by durable<br>growth across indications as well<br>as market expansion.<br>• Advancing next wave of innovative<br>therapies with a focus on first- and/or<br>best-in-class medicines and new<br>modalities with curative potential.<br>• A continued focus on launching in<br>new countries globally and addressing<br>underserved rare populations.<br>• Working with health systems,<br>governments and advocates to<br>improve health equity for people<br>living with rare diseases.<br>Key marketed products<br>Product Disease Total Revenue Commentary<br>Ultomiris1<br>(ravulizumab)<br>Paroxysmal nocturnal<br>haemoglobinuria (PNH)<br>Atypical haemolytic uremic<br>syndrome (aHUS)<br>Generalised myasthenia<br>gravis (gMG)<br>Neuromyelitis optica<br>spectrum disorder (NMOSD)<br>$4,718m,<br>up 20%<br>(19% at CER)<br>Approved in 73 countries for the treatment of certain adult and paediatric patients with PNH and<br>patients with aHUS, including the US, EU, Japan and China.<br>Approved in 73 countries for the treatment of adult patients with gMG who are anti-acetylcholine<br>receptor (AChR) antibody-positive (Ab+), including the US, EU, Japan and China.<br>Approved in 73 countries for the treatment of adult patients with NMOSD who are anti-aquaporin-4<br>(AQP4) antibody-positive (Ab+), including the US, EU, Japan and China.<br>Soliris<br>(eculizumab)<br>PNH<br>aHUS<br>gMG<br>NMOSD<br>$1,837m,<br>down 29%<br>(28% at CER)<br>Approved in 60 countries for the treatment of patients with PNH and patients with aHUS, including the US,<br>EU, Japan and China.<br>Approved in 51 countries for the treatment of patients with gMG who are AChR-Ab+ including the US, EU,<br>Japan and China.<br>Approved in 53 countries for the treatment of adult patients with NMOSD who are AQP4-Ab+, including<br>the US, EU, Japan and China.<br>Strensiq<br>(asfotase alfa)<br>Hypophosphatasia<br>(HPP)<br>$1,678m,<br>up 19%<br>(18% at CER)<br>Approved in 64 countries for the treatment of certain patients with HPP, including the US, EU and Japan.<br>Koselugo<br>(selumetinib)<br>Neurofibromatosis type 1 (NF1)<br>Plexiform neurofibromas (PN)<br>$662m,<br>up 5%<br>(3% at CER)<br>Approved in 76 countries for the treatment of certain paediatric patients with NF1 PN, including the US, EU,<br>Japan and China, and in 41 countries for the treatment of certain adult patients with NF1 PN, including the<br>US, EU and Japan.<br>1 Ultomiris Total Revenue includes revenue of Voydeya which commenced in 2024.<br> Full details are given in the<br>Development Pipeline and<br>Patent Expiries of Key Marketed<br>Products Supplements on our<br>website, www.astrazeneca.<br>com/annualreport2025.<br>AstraZeneca Annual Report & Form 20-F Information 2025 23<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Therapy Area Review	Rare Disease
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are positioned to address the most<br>prevalent types of cardiac amyloidosis.<br>Amyloid light-chain (AL) amyloidosis<br>AL amyloidosis occurs when defective<br>plasma cells in bone marrow produce<br>abnormal proteins which aggregate to<br>form amyloid fibril deposits. Amyloid<br>fibril accumulation in tissues or organs,<br>particularly in the heart and kidneys, may<br>cause systemic and progressive damage<br>and high mortality rates caused most<br>often from cardiac failure.<br>Anselamimab is an investigational,<br>potentially first-in-class anti-fibril mAb<br>designed to improve organ function by<br>reducing or eliminating amyloid deposits in<br>the tissues and organs of patients living with<br>AL amyloidosis. While high-level results from<br>the CARES Phase III clinical programme did<br>not achieve statistical significance for the<br>primary endpoint in patients with Mayo<br>stages IIIa and IIIb AL amyloidosis, compared<br>to placebo, anselamimab showed highly<br>clinically meaningful improvement in time<br>to all-cause mortality and frequency of CV<br>hospitalisation in a prespecified subgroup<br>of patients with AL-kappa amyloidosis,<br>compared to placebo.<br>Transthyretin amyloidosis (ATTR)<br>ATTR-CM is a systemic, progressive,<br>debilitating condition that can lead to HF.<br>Median survival in patients with advanced<br>cardiomyopathy is between one to two<br>years from diagnosis. There are frequent<br>misdiagnoses and ATTR-CM can often go<br>undetected for many years.<br>Cliramitug (ALXN2220) is an investigational<br>mAb designed to selectively bind to and<br>remove ATTR amyloid fibrils, with the<br>potential to transform the course of disease<br>by depleting ATTR build-up. A Phase III trial<br>is underway and fully enrolled evaluating<br>cliramitug as an add-on treatment to SoC<br>in patients with ATTR-CM.<br>We hold an exclusive licence from BridgeBio<br>to develop and commercialise Beyonttra<br>(acoramidis), a next-generation, orally-administered, highly-potent, small-molecule<br>stabiliser of TTR, in Japan. In March 2025,<br>Beyonttra was approved in Japan for the<br>treatment of adults with ATTR-CM.<br>Rare bone, metabolic and endocrine<br>disorders<br>Hypophosphatasia<br>HPP is a rare, inherited and progressive<br>metabolic disease characterised by defective<br>mineralisation (the process that hardens and<br>strengthens bones and teeth), impaired<br>calcium and phosphate regulation, and<br>non-skeletal manifestations such as muscle<br>weakness, generalised fatigue and pain.<br>HPP is caused by deficient activity of an<br>enzyme known as alkaline phosphatase (ALP).<br>Our strategy in Rare Disease<br>We are pioneering new possibilities<br>for the rare disease community to help<br>improve outcomes for more people<br>impacted by rare disease around the<br>globe through:<br>• Continued leadership in complement<br>inhibition.<br>• Diversifying our pipeline across disease<br>areas with significant unmet medical need,<br>using an array of innovative modalities.<br>• Advancing an industry-leading suite of<br>next-generation potential therapies,<br>including biologics, genomic medicines,<br>small molecules, and cell therapies.<br>• Bringing transformative treatments to<br>more rare disease patients in more<br>countries around the globe.<br>• Raising awareness of rare diseases,<br>while shaping policies and ecosystems<br>needed to advance access to innovation.<br>2025 review – strategy in action<br>Pioneering leadership in complement<br>In 2025, we saw growth in our C5 franchise,<br>driven particularly by Ultomiris and demand<br>across indications, including competitive<br>gMG and PNH markets. Additionally, we<br>continue to see successful conversion<br>from Soliris to Ultomiris across indications.<br>Rare neurology<br>Data presented at scientific congresses<br>throughout the year, including at the annual<br>meetings of the American Academy of<br>Neurology, the European Academy of<br>Neurology, and the European Committee for<br>Treatment and Research in Multiple Sclerosis<br>(ECTRIMS) reinforce the long-term safety<br>and efficacy profiles of Ultomiris and Soliris,<br>and demonstrates how these medicines can<br>transform outcomes for rare neurological<br>diseases, including gMG and NMOSD.<br>Generalised myasthenia gravis<br>gMG is a rare autoimmune disorder<br>characterised by loss of muscle function<br>and severe muscle weakness. We advanced<br>our pioneering leadership in complement<br>inhibition with positive high-level results<br>from the PREVAIL Phase III clinical trial of<br>gefurulimab in adults with AChR-Ab+ gMG.<br>Gefurulimab, an investigational complement<br>C5 inhibitor, is a novel dual-binding<br>nanobody optimised for subcutaneous<br>self-administration.<br>Data presented from the PREVAIL Phase III<br>clinical trial at the Myasthenia Gravis<br>Foundation of America Scientific Session<br>during the American Association of<br>Neuromuscular & Electrodiagnostic<br>Medicine Annual Meeting in San Francisco,<br>California showed that gefurulimab met its<br>primary endpoint, demonstrating a<br>statistically significant and clinically<br>meaningful improvement in Myasthenia<br>Gravis Activities of Daily Living at week 26<br>with clinically meaningful improvement seen<br>as early as week one in adults with AChR-Ab+ gMG. PREVAIL also met all secondary<br>endpoints, including change from baseline<br>in Quantitative Myasthenia Gravis total<br>score at week four and week 26.<br>Neuromyelitis optica spectrum disorder<br>NMOSD is a rare and debilitating<br>autoimmune disease characterised by<br>unpredictable relapses that can lead to<br>permanent disability. Data presented at<br>ECTRIMS demonstrated zero adjudicated<br>on-trial relapses in adults with AQP4-Ab+<br>NMOSD treated with Ultomiris through the<br>median follow-up of 170.3 weeks in the<br>CHAMPION-NMOSD Phase III trial.<br>Rare haematology, nephrology<br>and transplant<br>Rare nephrology<br>Phase III trials of Ultomiris in immunoglobulin<br>A (IgA) nephropathy, cardiac surgery-associated acute kidney injury, and delayed<br>graft function are also ongoing.<br>IgAN is a rare CKD that begins when the<br>body develops abnormal IgA proteins that<br>result in the build-up of immune complexes<br>in the kidneys, causing damage. This can<br>impact the ability of the kidneys to function<br>properly, resulting in CKD that can progress<br>to end-stage kidney disease. Approximately<br>25-30% of people with IgAN will progress to<br>end-stage kidney disease, or kidney failure.<br>Haematopoietic stem cell transplant-associated thrombotic microangiopathy<br>(HSCT-TMA)<br>Ultomiris is also being investigated in<br>disease areas in which the complement<br>pathway is thought to play a role. We<br>conducted the largest global Phase III<br>programme across a broad population<br>of patients with HSCT-TMA, a severe<br>and potentially life-threatening complication<br>that can occur following HSCT. Initial results<br>from the Phase III open-label trial of Ultomiris<br>in paediatric patients with TMA after HSCT<br>demonstrated clinically meaningful OS at<br>26 weeks. Our Phase III trial evaluating<br>Ultomiris in adults and adolescents with<br>HSCT-TMA is ongoing.<br>Diversified pipeline across diseases<br>with significant unmet medical need<br>We advanced a diverse pipeline across<br>additional disease areas with significant<br>unmet medical need.<br>Amyloidosis and rare cardiology<br>Amyloidosis is a group of complex rare<br>diseases caused by abnormal proteins that<br>misfold and clump together to form amyloid<br>that deposits in tissues or organs, including<br>the heart, which can result in significant<br>organ damage and organ failure. Across the<br>enterprise, we are advancing a fast-growing,<br>industry-leading pipeline across a broad<br>range of modalities, and in Rare Disease<br>AstraZeneca Annual Report & Form 20-F Information 2025 24<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Therapy Area Review<br>Therapy Area Review	Rare Disease continued
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Efzimfotase alfa is an investigational enzyme<br>replacement therapy designed to replace<br>the deficient ALP enzyme activity as a<br>self-administered, subcutaneous treatment<br>optimised for dosing every two weeks to<br>help address the current treatment burden<br>and reach more patients living with HPP.<br>Results from three Phase III studies<br>HICKORY, CHESTNUT and MULBERRY, are<br>expected in the first half of 2026. Together<br>these trials cover patients across paediatric,<br>adolescent and adult HPP populations.<br>Hypoparathyroidism (HypoPT)<br>HypoPT is a rare endocrine disease caused<br>by a deficiency of parathyroid hormone (PTH)<br>and characterised by impaired regulation of<br>calcium and phosphate levels in the blood.<br>Eneboparatide, an investigational PTH<br>receptor 1 agonist, met the primary endpoint<br>of normalising serum calcium in adults with<br>HypoPT at 24 weeks in the CALYPSO Phase III<br>trial. Analysis of the 52-week results from<br>the CALYPSO trial, to further characterise<br>eneboparatide, are ongoing. We will<br>continue monitoring these patients in the<br>open-label extension.<br>Rare tumours<br>Neurofibromatosis type 1 plexiform<br>neurofibromas<br>NF1 is a rare, progressive and genetic<br>condition usually diagnosed in early<br>childhood, but often progressing into<br>adulthood, that can impact every organ<br>system. Up to 50% of people living with NF1<br>may develop non-malignant tumours called<br>PN that may affect the brain, spinal cord and<br>nerves. PN may appear later in a person’s life<br>and can grow and become large, leading to<br>pain, disfigurement and muscle weakness,<br>among other debilitating symptoms.<br>Koselugo (selumetinib) is a kinase inhibitor<br>that blocks specific enzymes that are<br>overactive in people with NF1, causing<br>tumour cells to grow. By blocking these<br>enzymes, Koselugo slows down the growth<br>of tumour cells and, therefore, the PN growth.<br>In 2025, we expanded the reach of Koselugo<br>beyond certain paediatric patients with NF1<br>PN with its approval in Japan, the EU, the US<br>and other countries for the treatment of adult<br>patients with NF1 who have symptomatic,<br>inoperable PN based on data from the<br>KOMET Phase III trial, the largest and only<br>placebo-controlled global Phase III trial in<br>this patient population. In addition, a granular<br>formulation of Koselugo was approved in<br>Japan, the EU, the US and other countries,<br>providing an option for young patients who<br>may have difficulty swallowing a capsule.<br>Additional regulatory reviews are ongoing.<br>Rare cancers<br>Rare cancers account for approximately<br>a quarter of cancer deaths and have a lower<br>five-year survival rate than most common<br>cancers, representing a significant unmet<br>medical need. We are partnering with<br>colleagues across AstraZeneca to follow<br>the science and identify opportunities<br>where we intend to leverage our expertise<br>and infrastructure to deliver transformative<br>outcomes for patients.<br>Next wave innovation<br>We are partnering across therapy areas to<br>advance an industry-leading suite of<br>genomic medicines, cell therapies, small<br>molecules, and next-generation biologics,<br>with the objective to match innovative<br>modalities to meet specific needs of patients<br>with rare disease.<br>We initiated a Phase I/II clinical trial to<br>evaluate ALXN2350, a potentially first-in-class gene therapy, in adults with BAG3-<br>associated DCM (Bcl-2-associated<br>athanogene 3- dilated cardiomyopathy),<br>a rare cardiomyopathy.<br>In addition, the Phase Ib/II study of AZD0120,<br>a CAR-T cell therapy targeting CD19 and<br>BCMA, was initiated in patients with relapsed<br>or refractory AL amyloidosis, expanding the<br>reach of this asset into rare disease.<br>We continue to build a diversified pipeline<br>by targeting new pathways and leveraging<br>an array of innovative modalities. We are<br>pioneering the next wave of innovation in<br>complement inhibition in early-stage clinical<br>trials, including ALXN1920, a kidney-targeted factor H fusion protein in primary<br>membranous nephropathy, and ALXN2030,<br>a siRNA targeting the complement C3<br>protein, in antibody mediated rejection, both<br>in Phase II clinical trials. In addition, we<br>initiated Phase II clinical trials evaluating<br>tarperprumig, a complement factor P<br>(properdin) inhibitor, in anti-neutrophil<br>cytoplasmic antibody-associated vasculitis<br>and ALXN2420, a growth hormone receptor<br>antagonist in acromegaly, respectively.<br>In addition, we are collaborating to advance<br>AI medical devices for early, accurate<br>detection of rare diseases, including early<br>detection of HPP in adults through an AI<br>clinical decision support system, and<br>FDA-cleared for cardiac amyloidosis<br>detection during routine echocardiography<br>assessment.<br>A commitment to health equity<br>in rare disease<br>Being born with a rare disease is inherently<br>inequitable. Further, the economic impact<br>of rare diseases includes not only costs<br>incurred by patients and healthcare systems<br>but also the reduced earnings, productivity,<br>or career opportunities of people living with<br>a rare disease and their caregivers. We are<br>committed to action to overcome societal<br>and policy barriers and to advance health<br>equity for people living with rare diseases.<br>Together with health systems, governments<br>and advocates, we are shaping the policy<br>and care landscape the rare disease<br>community needs.<br>It can take more than five years for a rare disease patient to get the right diagnosis.<br>Advances in newborn genomic sequencing and AI diagnostics are accelerating rare<br>disease diagnosis and improving health equity.<br>AstraZeneca Annual Report & Form 20-F Information 2025 25<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Therapy Area Review	Rare Disease
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Delivering our strategic priorities<br>sustainably, supporting scientific<br>innovation and promoting<br>commercial excellence.<br>Our business is organised to deliver our Growth Through<br>Innovation strategy. The success of our functions is built<br>on recruiting, retaining and developing talented people.<br>We are focused on science and innovation,<br>from discovery through to development<br>and life-cycle management, and on<br>transforming care and outcomes for<br>patients. We have three therapy area-focused R&D organisations – Oncology,<br>BioPharmaceuticals, and Rare Disease.<br>We are focused on launching medicines<br>that deliver sustainable growth and<br>realising the potential of our pipeline.<br>Our Commercial regions align product<br>strategy and commercial delivery while<br>our Operations function manufactures<br>and delivers our medicines.<br>We are committed to our people,<br>ensuring that AstraZeneca remains a<br>great place to work. We promote health<br>equity and resilient healthcare, and play<br>an active role in addressing the climate<br>crisis. We operate in a responsible and<br>sustainable way to build a healthy future<br>for people, society and the planet.<br>Key topics covered<br>Summary and performance indicators<br>Research & Development<br>Sustainable innovation<br>Development pipeline overview<br>Patient safety and product quality<br>Key topics covered<br>Summary and performance indicators<br>Our regions<br>Operations<br>Business conduct<br>Digital technologies<br>Cybersecurity and data privacy<br>Business development<br>Key topics covered<br>Summary and performance indicators<br>People<br>Sustainability<br>Accessible and affordable healthcare<br>Climate change<br>Nature<br> Our key topics covered include<br>material sustainability topics,<br>which have been identified<br>through our double materiality<br>assessment, see page 40 for<br>more information.<br>Science and<br>Innovation<br>People and<br>Sustainability<br>Growth and Therapy<br>Area Leadership<br>AstraZeneca Annual Report & Form 20-F Information 2025 26<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Business Review<br> Business Review
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Global reach and presence<br>96,100<br>employees<br>(2024: 94,300)<br>43<br>countries of origin<br>represented in<br>executive levels<br>(2024: 44)<br>Strategic R&D centres<br>We have six strategic R&D<br>centres including a growing<br>presence in China with the<br>opening of our Beijing R&D<br>centre in 2025, advancing our<br>effort to deliver life-changing<br>medicines globally.<br>Operations<br>Manufacturing supports<br>business growth and pipeline<br>development, maintaining<br>excellence in product launch,<br>quality and supply.<br>People<br>We have a global commitment<br>to inclusion and diversity.<br>16,100<br>R&D employees<br>across our global sites<br>(2024: 15,200)<br>Global hubs<br>Our network of 10 global<br>hubs is focused on translating<br>our cutting-edge science into<br>real-world impact.<br>47,400<br>Commercial employees<br>(2024: 47,200)<br>217<br>successful on-time<br>market launches<br>(2024: 202)<br>16,900<br>employees across our<br>manufacturing sites<br>(2024: 16,300)<br>Employees by reporting region2<br>1 Three under construction. 2 Categorisation of employees has been updated to align with our financial reporting<br>regions, as defined on page 32. Due to rounding, the sum of subtotals and percentages<br>may not agree to totals.<br>Key<br>6 Strategic<br>R&D centres<br> 10 Global hubs<br>31 Operations sites<br>in 15 countries1<br>Cambridge<br>Boston<br>Beijing<br>Gothenburg<br>Gaithersburg<br>Shanghai<br>17,900 (19%)<br>US<br>7,400 (8%)<br>Established<br>Rest of World<br>34,000 (35%)<br>Europe<br>36,800 (38%)<br>Emerging Markets<br>AstraZeneca Annual Report & Form 20-F Information 2025 27<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Business Review	Global reach and presence
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16<br>NME Phase II starts/progressions<br>2025<br>2024<br>2023<br>16<br>10<br>6<br>22<br>NME and major LCM pivotal<br>Phase II/III investment decisions<br>2025<br>2024<br>2023<br>22<br>14<br>24<br>54<br>NME and major LCM submissions<br>2025<br>2024<br>2023<br>54<br>43<br>31<br>43<br>NME and major LCM approvals<br>2025<br>2024<br>2023<br>43<br>31<br>25<br> Science and Innovation<br>Performance indicators<br>Our performance indicators include the<br>measurement of Phase II and III pipeline<br>progressions, which are critical for ensuring<br>both near- and long-term delivery. The<br>initiation of Phase II NMEs is essential for<br>maintaining the robustness and stability<br>of our pipeline. Meanwhile, investments in<br>Phase III are focused on delivering near-term<br>value. Additionally, our submission and<br>approval metrics serve as indicators of our<br>advancement in four major markets: the US,<br>EU, China and Japan.<br>Research & Development<br>In 2025, we continued to progress<br>our science and pipeline, committed<br>to early diagnosis and treatment,<br>improving our understanding<br>of disease biology and advancing<br>our scientific modalities across<br>disease areas.<br>Summary and<br>performance indicators<br>We are using our scientific<br>capabilities and focusing<br>on transformative science to<br>accelerate the delivery of high-quality, life-changing medicines.<br>Our performance in 2025<br>• Invested $14.2 billion in our R&D.<br>• One NME first approval, taking us<br>to nine NMEs delivered against our<br>Ambition 2030.<br>• 97 regulatory events and 38 pipeline<br>progressions.<br>• 197 pipeline projects, of which 176 are<br>in the clinical phase of development.<br>• Published 718 manuscripts with<br>135 in ‘high-impact’ journals.<br>• Since 2019, the number of R&D<br>employees in China has grown<br>significantly from over 300 to<br>more than 1,200.<br>Enhancing our understanding<br>of disease biology<br>Advancing our understanding of disease<br>biology is helping uncover novel drivers for<br>the diseases we aim to prevent, treat and<br>even cure. Selecting the right target remains<br>the most important decision in drug discovery.<br>2025 developments:<br>• Achieved 40% representation of individuals<br>with non-European genetic ancestries<br>in our human genomic datasets, driving<br>several high-impact publications that<br>demonstrate the importance of diversity<br>in genetic research.<br>• Delivered industry-leading genomic<br>insights while remaining sustainable,<br>redesigning algorithms that cut CO2<br>emissions and compute time by 99.8%<br>compared to global standards.<br>• Launched partnership with Illumina and<br>industry partners to generate a 1-billion<br>cell atlas, accelerating novel target<br>discovery and expanding AI training<br>data 1,000-fold through improved<br>disease understanding.<br>• Established landmark 10-year partnership<br>with the University of Gothenburg, Knut<br>and Alice Wallenberg Foundation, and<br>Region Västra Götaland to tackle obesity<br>and metabolic diseases including a<br>new Gothenburg-based research<br>professorship launching in 2026.<br>Creating the next generation<br>of therapeutics<br>We continue to advance our intentionally<br>diverse portfolio of therapeutic modalities<br>across disease areas, including cutting-edge<br>platform technologies for innovative small<br>molecules, biologics and genomic medicines.<br>2025 developments:<br>• Advanced our proprietary antibody drug<br>conjugates (ADCs) with Phase I clinical<br>data for torvu-sam (FRα) in ovarian cancer<br>presented at ESMO and first subject in for<br>the pivotal BLUESTAR-Endometrial01 trial<br>with puxi-sam (B7-H4)s.<br>• Data published in Nature Communications<br>describes our novel platform for enabling<br>next-generation engineered TCR-T<br>therapies based on high-throughput TCR<br>discovery from diagnostic tumour biopsies.<br>• Expanded AZD0120 (BCMAxCD19 dual<br>targeting) autologous CAR T-cell therapy<br>programme across oncology, immunology<br>and rare diseases with clinical data<br>presented at The American Society<br>for Hematology (ASH) Annual Meeting<br>from our first US trial demonstrating<br>high complete response rates in multiple<br>myeloma and an encouraging safety<br>profile. AZD0120 expansion continued<br>in systemic lupus erythematosus with<br>Phase I starts and Investigator Initiated<br>data presented at the European Alliance<br>of Associations for Rheumatology and the<br>American College of Rheumatology, as<br>well as Phase I starts in multiple sclerosis,<br>40%<br>Discovery and<br>early-stage development<br>60%<br>Late-stage development<br>Research & Development spend<br>AstraZeneca Annual Report & Form 20-F Information 2025 28<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Business Review<br>Business Review continued
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a basket study in rheumatoid arthritis<br>systemic sclerosis and idiopathic<br>inflammatory myopathies, and rare diseases<br>including amyloid light-chain amyloidosis.<br>• Advanced pipeline of CD8+ guided<br>modalities, designed for more selective<br>tumour-targeting with multiple disclosures<br>including AZD9793 (GPC3 T-cell engager)<br>and AZD6750 (CD8+ IL-2 immunocytokine).<br>• Acquired EsoBiotec to accelerate our in<br>vivo cell therapy build through their ENaBL<br>platform capabilities.<br>• Entered into an agreement with Jacobio<br>Pharma for JAB-23E73, a clinical-stage<br>oral small molecule pan-KRAS inhibitor,<br>with potential in pancreatic, colorectal<br>and non-small cell lung cancers.<br>• Advancing genomic medicines into the<br>clinic: gene therapy for BAG-3-related<br>dilated cardiomyopathy and first siRNA<br>therapy targeting complement C3 for<br>antibody-mediated rejection after kidney<br>transplantation, alongside expanded<br>collaboration with JCR Pharmaceuticals<br>and investment in Yoltech Therapeutics.<br>• Progressed several novel molecular<br>entities within CVRM into Phase I clinical<br>trials, including AZD1613 (PAPPA-1) for<br>autosomal dominant polycystic kidney<br>disease, AZD3974 (anti-inflammatory<br>and anti-fibrotic mechanism) for cirrhosis,<br>AZD4248 (NNMT) for cardiorenal disease,<br>AZD4954 (Lp(a)) for dyslipidemia, and<br>AZD4063 (PLN) for PLN R14del dilated<br>cardiomyopathy, the first cardiac-targeted<br>siRNA to reach clinical trials.<br>• Entered the acute kidney injury space with<br>AZD4144 (NLRP3), which has completed<br>Phase I and is now advancing to Phase II.<br>• Strengthened weight management portfolio<br>through the acquisition of SixPeaks Bio,<br>including early-stage assets that aim<br>to preserve lean mass, modulate body<br>composition and improve metabolic function<br>by targeting activin signalling pathways.<br>Better predicting clinical success of<br>our candidate drug molecules<br>We are adopting a range of cutting-edge<br>technologies, generating data that are more<br>relevant to patients than previous methods,<br>to help us predict the clinical effectiveness<br>of our candidate drug molecules.<br>2025 developments:<br>• Established three-year collaboration<br>with Sahlgrenska University to further<br>our current adipose tissue research<br>capabilities to support healthy weight<br>loss programmes aiming to address<br>adipose tissue dysfunction.<br>• In collaboration with Roche Tissue<br>Diagnostics and Daiichi Sankyo, received<br>FDA Breakthrough Device Designation<br>(BDD) for the VENTANA TROP2 RxDx<br>Computational Solution which incorporates<br>Quantitative Continuous Scoring, marking<br>the first BDD for an AI-driven companion<br>diagnostic.<br>• Accelerated covalent drug discovery<br>through advanced technology and<br>strategic collaborations, including with<br>the Gygi Lab at Harvard Medical School,<br>to target previously undruggable proteins<br>across multiple therapeutic areas.<br>• Established strategic AI collaborations<br>with Tempus and Pathos to develop the<br>largest multimodal oncology foundation<br>model. We acquired Modella AI to advance<br>foundation models across oncology clinical<br>development, in addition to advancing<br>existing and new collaborations with<br>ImmunAI, Syneron Bio, Stanford Medicine<br>and Algen Biotechnologies – to complement<br>our robust internal AI capabilities and<br>enhance drug discovery and the<br>probability of clinical success.<br>• Accelerated the identification of novel<br>small molecules, oligonucleotides and<br>biologics by applying AI technologies<br>to predict molecular properties before<br>synthesis so we can prioritise those<br>most likely to deliver patient benefit.<br>Pioneering new approaches to<br>engagement in the clinic<br>We are at the forefront of clinical innovation,<br>designing and delivering patient-centric<br>clinical trials that improve the patient and site<br>team experience while optimising the use<br>of data, digital technologies and AI.<br>2025 developments:<br>• Advanced AI medical devices for early,<br>accurate detection of rare diseases,<br>including hypophosphatasia in adults<br>and FDA-cleared AI for cardiac amyloidosis,<br>through collaborations with Pangaea Data<br>and InVision.<br>• Transformed clinical trial operations<br>across therapy areas through enhancing<br>AI-driven patient data collection and<br>digital consent, reducing consent form<br>length by 35%, migrating 19 studies to<br>new systems, and cutting processing<br>time from 10 weeks to two.<br> For more information on deals,<br>see Business development on<br>page 37, and for how AI is<br>transforming the way we work,<br>see Digital technologies on<br>page 36.<br>We are committed to early diagnosis and treatment,<br>improving our understanding of disease biology and<br>advancing our therapeutic modalities across diseases.<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Business Review	Science and Innovation AstraZeneca Annual Report & Form 20-F Information 2025 29
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56%<br>Oncology<br>10%<br>Rare Disease<br>0%<br>V&I<br>17%<br>R&I<br>17%<br>CVRM<br>12%<br>Rare Disease<br>58%<br>Oncology<br>2%<br>V&I<br>9%<br>R&I<br>19%<br>CVRM<br>Phase I1<br>41<br>10%<br>Rare Disease 8%<br>V&I<br>48%<br>Oncology<br>18%<br>R&I<br>18%<br>CVRM<br>Phase II1<br>40<br>7%<br>Rare Disease<br>0%<br>V&I<br>74%<br>Oncology<br>18%<br>R&I<br>1%<br>CVRM<br>Life-cycle management projects2<br>73<br>Late-stage development1<br>43<br>Development pipeline overview<br>2025 was another remarkable year.<br>We achieved 97 regulatory events,<br>either submissions or approvals for<br>our medicines in major markets,<br>including one NME first approval.<br>Sustainable innovation<br>Our ambition is to transform the lives<br>of patients with improved outcomes<br>and a better quality of life, through<br>more effective treatment and<br>prevention, ultimately working<br>towards a cure for some of the<br>world’s most complex diseases.<br>Accelerating our pipeline<br>We are prioritising our investment in specific<br>programmes, focusing on scientific innovation,<br>patient benefit and return on investment.<br>This has led to receiving twelve Regulatory<br>Designations for Breakthrough Therapy,<br>This success is supported by a robust<br>pipeline of promising medicines. We had<br>38 significant pipeline progression events,<br>including NME Phase II starts and pivotal<br>Phase II/III investment decisions, showcasing<br>our potential for sustainable growth.<br>Our pipeline comprises 197 projects, with<br>176 in the clinical phase of development.<br>We have 20 NME projects in pivotal trials<br>or under regulatory review, up from 19 at the<br>end of 2024. In 2025, 35 NMEs progressed<br>to their next development phase, while<br>20 projects were discontinued: 11 due<br>to safety or efficacy, eight due to strategic<br>shifts and one due to regulatory reasons.<br>Our Code of Ethics highlights our<br>commitment to science and innovation.<br>We conduct innovative research,<br>development and manufacturing to high<br>standards of ethics and integrity everywhere<br>we operate, following the laws, regulations,<br>codes, guidelines and good practice<br>standards related to safety, quality, research<br>and bioethics. Our drug discovery and<br>development is informed by our Product to<br>Patient Governance Pathway, which details<br>a rigorous scientific and strategic framework<br>for portfolio decision making and development<br>from Candidate Drug Investment Decision<br>to Health Authority approval.<br>Sustainable innovation<br>We strive to deliver new treatments that<br>address unmet medical needs while<br>navigating potential setbacks or delays in<br>bringing therapies to market. We are focused<br>on accelerating the delivery of life-changing<br>medicines that create enduring value,<br>pushing the boundaries of science to<br>discover innovations that transform and<br>sustain health.<br>Intellectual property<br>Intellectual property rights are essential to<br>sustaining the incentives our industry needs<br>to invest in R&D that leads to new medicines.<br>Drug development is inherently long,<br>uncertain and costly, particularly when<br>accounting for the high rate of failure.<br>Early in R&D, thousands, and in some areas<br>millions, of compounds may be screened to<br>identify the few with the potential to become<br>safe, effective therapies and ultimately<br>secure regulatory approval. A robust system<br>for obtaining, maintaining and enforcing<br>patents is a critical pillar of a sustainable<br>innovation ecosystem.<br>We provide transparency about where our<br>patents are filed and enforced. Where we<br>maintain patent protection for assets which<br>may have relevance to Access to Medicine<br>Index diseases, we provide patent identity<br>and expiry information.<br>Priority Review, Accelerated or Fast Track<br>for 10 new medicines which offer potential<br>to address unmet medical need in certain<br>diseases. We also secured Orphan Drug<br>Designation for the development of three<br>medicines to treat rare diseases.<br> For more information, see:<br> Our Strategy and Key Performance<br>Indicators, including the number of<br>approved NMEs, regulatory events<br>and pipeline progression events,<br>pages 10 and 11.<br> Therapy Area Review, including key<br>actions in 2025, pages 13, 17 and 23.<br> For more information on our policies,<br>see pages 217 and 219.<br> For more information regarding key<br>products in our pipeline in China, the EU,<br>Japan and the US, see the Patent Expiries<br>of Key Marketed Products Supplement on<br>our website: www.astrazeneca.com/<br>annualreport2025. For more information<br>on IP, see our website: www.astrazeneca.<br>com/sustainability/resources.html.<br>For more information, see<br>Therapy Area Review from<br>page 12. 1 Includes NMEs and additional indications if the lead is not yet launched. 2 Only includes major LCM projects.<br> Science and Innovation<br>AstraZeneca Annual Report & Form 20-F Information 2025 30<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Business Review<br>Business Review continued
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63<br>inspections from<br>all health authorities<br>relating to GMP<br>and GDP<br>10<br>product recalls<br>Zero<br>critical findings from<br>health authorities<br>relating to GMP<br>and GDP<br>Patient safety and product quality <br>Our business model requires the<br>supply of safe and high-quality<br>medicines, which are constantly<br>and carefully monitored during their<br>entire life-cycle. We are dedicated<br>to patient safety and base our<br>behaviours and decisions on our<br>belief that everyone deserves to have<br>confidence in the safety, quality and<br>efficacy of our medicines.<br>Pharmacovigilance<br>Our comprehensive pharmacovigilance<br>system constantly monitors all products<br>throughout their life-cycle, following global<br>regulatory requirements, GxP principles and<br>quality management standards. Safety<br>systems and processes are established for<br>all medicines, both in development and on<br>the market, to identify and assess potential<br>adverse drug effects. Dedicated safety<br>teams, including safety physicians and<br>pharmacovigilance scientists, provide safety<br>profile information to regulators, healthcare<br>professionals and patients as appropriate.<br>Our dedicated website for reporting adverse<br>events and requesting medical information<br>is available to healthcare providers and<br>patients. Personal data in adverse event<br>reports is pseudonymised according to legal<br>requirements, in compliance with our Privacy<br>Policy on the handling of personal information<br>during inquiries, complaints, or adverse<br>event reports. Ongoing training supports our<br>employees, contractors and contracted third<br>parties to report adverse events related to<br>our products or partner products, to comply<br>with regulations and contractual<br>requirements, and protect patients.<br>We enhanced our patient safety efforts<br>in 2025 by implementing a unified global<br>safety database for adverse event reporting<br>associated with both marketed products<br>and clinical trials. By sharing information<br>on a harmonised basis across the industry<br>and regulators, we can increase internal<br>efficiency and enhance patient safety.<br>In addition, during 2025 we implemented<br>drug/project-specific Toxicity Management<br>Guides (TMGs) across clinical programmes<br>to support investigators in recognising and<br>managing toxicities during clinical trials.<br>TMGs provide clear instructions for dose<br>interruption, dose reduction and treatment<br>discontinuation, with recommendations<br>for ongoing monitoring and clinical<br>management aiming to promote enhanced<br>patient care and reinforce our commitment<br>to patient safety.<br>Product quality<br>Our Operations Quality function oversees<br>GMP and GDP compliance across clinical<br>and commercial manufacturing, testing<br>and distribution, including contract<br>manufacturing organisations, ensuring<br>product quality and regulatory adherence.<br>The function drives continuous improvement<br>of the quality management system through<br>corrective actions, risk management, internal<br>audits, and periodic quality management<br>reviews to maintain accountability and align<br>with operational responsibilities.<br>Product and process performance<br>assessments, based on relevant data and<br>customer feedback, are conducted to ensure<br>our products meet quality standards for<br>identity, durability, reliability, usability, safety,<br>efficacy and performance throughout the<br>product life-cycle. An issue management<br>process is in place to investigate and take<br>corrective actions or improvements to<br>address quality concerns affecting patients,<br>products, or processes in compliance with<br>regulations and within the appropriate time.<br>We ensure that the development, licensing,<br>manufacturing, distribution and monitoring<br>of active pharmaceutical ingredients (APIs),<br>medicinal products and devices comply with<br>international codes, Good Pharmaceutical<br>Practices (GxP) including GMP (Good<br>Manufacturing Practice), GDP (Good<br>Distribution Practice) and Good<br>Pharmacovigilance Practices, and our own<br>Good Regulatory Practice. We continuously<br>monitor the safety, quality and efficacy of<br>our medicines throughout their life-cycle<br>to maintain product confidence.<br>We ensure patient safety through key<br>policies and standards such as our Code<br>of Ethics, Quality Policy, Quality Standards<br>and GxP. We are also a member of the<br>Biotechnology Innovation Organization,<br>International Federation of Pharmaceutical<br>Manufacturers and Associations, the<br>European Federation of Pharmaceutical<br>Industries and Associations, the<br>Pharmaceutical Research and Manufacturers<br>of America and the Association of the British<br>Pharmaceutical Industry, and adhere to<br>their industry codes.<br> For more information on our<br>policies, see pages 217 and 219.<br>We are dedicated to patient safety and base<br>our behaviours and decisions on our belief that<br>everyone deserves to have confidence in the<br>safety, quality and efficacy of our medicines.<br>AstraZeneca Annual Report & Form 20-F Information 2025 31<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Business Review	Science and Innovation
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Actual growth<br>2025 +10%<br>2024 +22%<br>2023 +6%<br>CER growth<br>2025 +10%<br>2024 +22%<br>2023 +6%<br>$25,450m<br>$23,235m<br>$19,077m<br>2025<br>2024<br>2023<br>US<br>$25,450m<br>Actual growth<br>2025 +5%<br>2024 +27%<br>2023 +10%<br>CER growth<br>2025 +1%<br>2024 +26%<br>2023 +8%<br>Europe<br>$12,739m<br>$12,188m<br>$9,611m<br>2025<br>2024<br>2023<br>$12,739m<br>Actual growth<br>2025 +12%<br>2024 +14%<br>2023 +2%<br>CER growth<br>2025 +14%<br>2024 +22%<br>2023 +9%<br>Emerging Markets<br>$15,303m<br>$15,303m<br>$13,675m<br>$12,025m<br>2025<br>2024<br>2023<br>Actual growth<br>2025 +5%<br>2024 -2%<br>2023 -14%<br>CER growth<br>2025 +6%<br>2024 +3%<br>2023 -8%<br>Established RoW<br>$5,247m<br>$4,975m<br>$5,099m<br>2025<br>2024<br>2023<br>$5,247m<br>Actual growth<br>2025 +10%<br>2024 +22%<br>2023 +6%<br>CER growth<br>2025 +10%<br>2024 +22%<br>2023 +6%<br>Actual growth<br>2025 +5%<br>2024 +27%<br>2023 +10%<br>CER growth<br>2025 +1%<br>2024 +26%<br>2023 +8%<br>Actual growth<br>2025 +12%<br>2024 +14%<br>2023 +2%<br>CER growth<br>2025 +14%<br>2024 +22%<br>2023 +9%<br>Actual growth<br>2025 +5%<br>2024 -2%<br>2023 -14%<br>CER growth<br>2025 +6%<br>2024 +3%<br>2023 -8%<br> Growth and Therapy Area Leadership<br>Summary and<br>performance indicators<br>We grow our business and serve<br>more patients globally by working<br>ethically, maintaining excellence<br>in manufacturing and supply,<br>and through the use of AI and<br>new technologies.<br>Our performance in 2025<br>• Total Revenue, comprising Product Sales,<br>Alliance Revenue and Collaboration<br>Revenue, increased by 9% (8% at CER)<br>to $58,739 million.<br>• Committed to high ethical standards: 434<br>employees and third parties were removed<br>from their role as a result of a breach.<br>• Delivered 217 successful on-time market<br>launches.<br>Performance indicators<br>Global Total Revenue by geography<br>Our products are primarily marketed to<br>primary and specialist care physicians.<br>Healthcare in a Changing World on page 6<br>outlines the trends the pharmaceutical<br>sector is facing. In response, governments<br>are increasingly focused on strategic<br>autonomy, driven by concern over national<br>security, crisis preparedness, economic<br>competitiveness and sovereignty in key<br>sectors. There is also strong pressure to<br>build resilient supply chains. During 2025,<br>the pharmaceutical sector faced increased<br>trade tensions and drug pricing policy<br>changes in the US that have had global<br>implications, including for other wealthy<br>nations that spend a lower share of their<br>GDP on innovative medicines than the US.<br>The US spends a far larger share of its<br>income on new innovative medicines than<br>other high-income OECD countries, and<br>measures are being taken by the US<br>administration to ensure wealthy nations<br>make equitable contributions to global<br>biopharmaceutical R&D.<br>Commercial context<br>We drive growth and profitability through<br>commercial excellence in each of the three<br>regions into which we are organised: the US,<br>Europe-Canada and International (which<br>comprises Australia, New Zealand and<br>Emerging Markets including China). Japan<br>reports separately. Our financial reporting<br>regions are the US, Europe, Established<br>Rest of World (RoW) and Emerging Markets,<br>which are defined below.<br>We have an active presence in more than<br>80 countries and sell our products in more<br>than 125 countries. In most markets, we sell<br>our medicines through wholly-owned local<br>marketing companies, as well as distributors<br>and local representative offices.<br>US<br>Total Revenue increased by 10% in 2025<br>to $25,450 million, driven by the continued<br>demand growth of our medicines.<br>The US healthcare system is complex.<br>Multiple payers and intermediaries influence<br>patient access to branded medicines through<br>regulatory rebates in government<br>programmes and voluntary rebates paid to<br>private insurers for commercially insured<br>patients. Significant pricing pressure is<br>driven by payer consolidation, restrictive<br>reimbursement policies and cost control<br>tools which reduce patient access.<br>In October 2025, we announced an agreement<br>with the US administration to lower the cost<br>of prescription medicines in America. We<br>voluntarily agreed to a range of measures<br>that will enable the American healthcare<br>system and patients to access medicines at<br>prices that are equalised with those available<br>in other wealthy countries. We also reached<br>an agreement with the US Department<br>of Commerce for a three-year exemption<br>Our regions<br>Our growth is delivered by our<br>Commercial teams, which employed<br>47,400 people at the end of 2025.<br>AstraZeneca Annual Report & Form 20-F Information 2025 32<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Business Review<br>Business Review continued
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trade and tariff uncertainty, driving cost<br>pressure and friction at borders.<br>Simultaneously, conflicts and instability in<br>key regions forced rapid route reconfiguration<br>and heightened the need for robust business<br>continuity planning. Against this backdrop,<br>we have continued to meet our responsibilities<br>to patients by executing with excellence.<br>We sustained high customer service,<br>protected supply, ensured quality, launched<br>new products on time, and built capacity<br>and resilience to secure sustainable growth.<br>Supply chain finance<br>Our supply chain finance programme<br>supports the cash flow of our external<br>supply base. The programme is managed<br>by Taulia LLC (with funding provided by<br>some of the Group’s relationship banks)<br>and provides suppliers with visibility of<br>invoices and payment dates via a dedicated<br>platform. Suppliers can access this platform<br>free of charge and have flexibility to select<br>individual invoices for early payment. For<br>further details, see Note 20 to the Financial<br>Statements, on page 159.<br>Global manufacturing capability<br>Our principal tablet and capsule formulation<br>and packing sites are in the UK, Sweden,<br>China, Puerto Rico and the US, with local<br>supply sites in Egypt, Japan and Russia, and<br>regional supply sites in Brazil, Indonesia and<br>Mexico. We also have major formulation sites<br>for the global supply of parenteral and/or<br>inhalation products in the US, Sweden,<br>France, Australia and the UK. Most of the<br>manufacture of APIs is delivered through<br>the efficient use of external sourcing that is<br>In 2025, we made strong progress against<br>our Operations strategic goals, expanding<br>capacity and new modality capability,<br>while leveraging new technology and AI<br>innovations to sustainably support the<br>demands of the business.<br>• We delivered 217 successful on-time<br>market launches across markets.<br>• We progressed our investments in<br>manufacturing footprint, technology<br>and AI innovations.<br>• Our Operations function achieved<br>an 89% reduction in its Scope 1 and 2<br>GHG emissions, a 24% reduction in<br>water use, and a 23% reduction in<br>waste against a 2015 baseline.<br>Managing our supply chain<br>In a year marked by elevated geopolitical<br>and macroeconomic turbulence and<br>capacity shortages, the external<br>environment tested supply chains globally.<br>Drug shortages reached record levels,<br>weather-related disruptions intensified,<br>quality challenges persisted industry-wide,<br>and geopolitical events now encompass<br>complemented by expanding use of internal<br>capabilities. For biologics, our principal<br>commercial manufacturing facilities are<br>in the US, Ireland, Sweden, the UK and the<br>Netherlands. Our network contains<br>capabilities in process development, drug<br>substance and drug product manufacturing,<br>and distribution.<br>In July 2025, we announced our intention<br>to invest in a $4.5 billion new manufacturing<br>facility in Charlottesville, Virginia, US. The<br>new facility will produce drug substances<br>for AstraZeneca’s weight management and<br>metabolic portfolio, as well as our leading<br>ADC cancer portfolio. The facility will be<br>at the forefront of technological innovation,<br>leveraging AI, automation and data analytics<br>to optimise production. In November 2025,<br>we announced a further $2 billion expansion<br>of our manufacturing footprint in Maryland,<br>US. Our investment in our existing Frederick<br>Biologics facility will double capacity.<br>Additionally, we will build a new facility<br>in Gaithersburg, US, to produce medicines<br>for clinical supply.<br>In May 2025, manufacturing ceased at our<br>tablet facility in Bangalore, India. The intent<br>to exit was announced in November 2023.<br>At the end of 2025, we employed 16,900<br>people at 31 Operations sites1<br> in 15 countries.<br>Operations<br>Our manufacturing and supply<br>function continued to support<br>business growth and pipeline<br>development, maintaining excellence<br>in product launch, quality and<br>resilient supply, with focus on<br>progressive, sustainable processes.<br>of Section 232 tariffs on medicines imported<br>to the US, enabling the Group to onshore<br>medicines manufacturing so that substantially<br>all of its medicines sold in the US are made<br>in the US. For more information, see Global<br>manufacturing capability below.<br>The Inflation Reduction Act (IRA) of 2022<br>was passed to address Medicare spending<br>concerns. Farxiga was selected for the first<br>round of Medicare price negotiations under<br>the IRA. As the Maximum Fair Price for<br>Medicare has now taken effect in 2026,<br>coinciding in the same year as the expected<br>US loss of market exclusivity that will also<br>reduce Farxiga’s price, the overall impact is<br>expected to be manageable.<br>Calquence was selected for the second<br>round of price negotiations in 2025. Its<br>Maximum Fair Price for Medicare will take<br>effect in 2027. Our diversified product<br>portfolio, providing a broad spectrum<br>of treatments across therapy areas, well<br>position us to mitigate business impact.<br>Emerging Markets<br>Total Revenue in Emerging Markets,<br>predominantly comprising countries<br>in Latin America, the Middle East, Africa<br>and Asia, was $15,303 million, up<br>12% (14% at CER). In 2025, Total Revenue<br>for China increased by 4% (4% at CER)<br>to $6,654 million (2024: $6,413 million).<br>Ex-China Emerging Markets Total Revenue<br>grew by 19% (22% at CER), with continued<br>increases across all therapy areas.<br>Following the Russian invasion of Ukraine<br>in February 2022, we continue to provide<br>practical support to ensure the safety,<br>health and wellbeing of our employees.<br>As a healthcare business, we are doing<br>everything possible to ensure medical<br>supply chains continue to operate and that<br>patients in both countries are able to access<br>our medicines, while complying with<br>sanctions imposed on Russia.<br>Europe<br>Total Revenue was $12,739 million, up 5%<br>(1% at CER), with continued growth in<br>Oncology and BioPharmaceuticals.<br>Established RoW<br>Established RoW comprises Japan, Canada,<br>Australia and New Zealand. In 2025, Total<br>Revenue increased by 5% (6% at CER) to<br>$5,247 million, with sales in Japan up 6%<br>(5% at CER) to $3,768 million. Growth<br>was driven by strong performance from<br>Oncology and Respiratory & Immunology<br>medicines.<br>1 Excluding clinical supply sites.<br>AstraZeneca Annual Report & Form 20-F Information 2025 33<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Business Review	Growth and Therapy Area Leadership
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Growth and Therapy Area Leadership<br>Our Code of Ethics (the Code) and its<br>supporting Standards are the foundation<br>of our global compliance programme.<br>They embody our Values, including<br>expected behaviours, principles and<br>policies. Following the Code and supporting<br>requirements, we deliver lasting benefits<br>to patients and other stakeholders.<br>AZ Ethics<br>The Code asks employees to report possible<br>violations and provides information on how<br>to do so. This includes via the AZ Ethics<br>helpline and website, which are also<br>available to third parties, as well as our<br>Company intranet site and social media<br>platform. This is also included in the annual<br>Code of Ethics training.<br>We continue to foster a culture where<br>employees can speak their minds, with<br>strong first-line oversight (and related<br>reporting) as well as targeted second-line<br>monitoring to identify concerns early and<br>use learnings to improve our programme.<br>Our Pulse survey enables management<br>and the Board to understand the views and<br>sentiments of our employees, including the<br>proportion of employees who feel comfortable<br>speaking up at work. The resulting report<br>also demonstrates how our Values and<br>behaviours are embedded across the<br>workforce, including a summary metric<br>dashboard organised by category, with<br>remedial action taken on any concerns<br>identified and discussed as necessary. We<br>also see regular usage of reporting channels<br>across markets, evidencing that individuals<br>are aware of how to report concerns.<br>Reporting can be done anonymously, where<br>permitted by local law, through our helpline<br>or via line managers or relevant functions<br>such as Compliance or HR, who will carry<br>out an investigation. Issues raised via AZ<br>Ethics are triaged and assigned accordingly<br>for action, with cases tracked and monitored<br>for completion. Anyone who raises a<br>potential breach in good faith is fully<br>supported by management in confidence<br>(subject to disclosure obligations in local<br>markets) and we do not tolerate retaliation.<br>Any whistleblower can report violations<br>inside and outside the organisation (to the<br>designated authority or the media), with the<br>same level of protection, regardless of the<br>means of reporting. The most serious<br>incident reports from whistleblowers – those<br>implicating senior leaders or involving other<br>allegations of serious misconduct (including<br>alleged bribery or corruption) – are promptly,<br>independently and objectively investigated<br>by our Global Compliance Investigations<br>(GCI) team, an above-market investigatory<br>unit within the Global Compliance function.<br>Investigators are part of Compliance or HR<br>and are not associated with the reporters<br>or the implicated parties. In the event that<br>someone within the Compliance or HR<br>function is the subject of an investigation,<br>the matter is managed by someone not<br>involved with the implicated party and in<br>certain cases, a third party may be retained<br>to conduct the investigation. AZ Ethics is<br>compliant with Directive (EU) 2019/1937 of<br>the European Parliament and of the Council.<br>There were 4,441 instances (instances can<br>involve multiple people) of employee and<br>third-party non-compliance with our Code<br>of Ethics. A total of 434 employees and third<br>parties were removed from their role<br>as a result of a breach and 1,810 received<br>warnings. Breaches primarily consist of<br>low-impact incidents.<br>Anti-bribery and anti-corruption<br>Adhering to high standards of business<br>conduct and anti-bribery and anti-corruption<br>(ABAC) principles is critical for us to meet<br>global regulatory requirements, preserve<br>ethical integrity, and safeguard stakeholder<br>trust. We do not tolerate bribery or any<br>other form of corruption. Preventing bribery<br>and corruption is a focus of our third-party<br>risk management and due diligence<br>processes, as well as our monitoring<br>and audit programmes.<br>Our Anti-Bribery and Anti-Corruption Global<br>Standard, which was updated in 2025,<br>outlines our key ABAC principles and is<br>complemented by additional Global Standards<br>and local requirements. Through our Global<br>Compliance programme and associated<br>policies and other controls, we strive to<br>comply with all applicable ABAC legislation,<br>including the UK Bribery Act 2010, which is<br>aligned with the United Nations Convention<br>against Corruption.<br>Our annual Code of Ethics training includes<br>content around ABAC. The 2025 Code of<br>Ethics training module also included content<br>relating specifically to fraud in alignment<br>with the new Failure to Prevent Fraud<br>Offence in the UK Economic Crime and<br>Corporate Transparency Act. Additionally,<br>there were enhancements made to the<br>Code to emphasise the need to remain<br>vigilant around potential fraud. In 2025,<br>100% of active employees, including the<br>SET and at-risk functions, completed<br>mandatory annual training on the Code.<br>Where risks of bribery and corruption are<br>higher e.g. Commercial teams, the Group<br>provides additional training and resources,<br>see below.<br>Responsible sales and marketing<br>Responsible sales and marketing practices<br>are essential for us to maintain compliance<br>with stringent regulatory frameworks, protect<br>patient safety, and foster trust with healthcare<br>professionals and the public. By adhering<br>to ethical standards and all relevant laws,<br>we ensure that our products are promoted<br>transparently and in line with global<br>healthcare expectations. We emphasise<br>transparency, integrity and accountability<br>in our operations, ensuring that our marketing<br>strategies accurately reflect the efficacy and<br>safety of our products.<br>At AstraZeneca, responsible sales and<br>marketing practices are embedded in our<br>Code of Ethics, Global Standards on ABAC<br>and Promoting our Products, and our<br>patient-centric Values.<br>Our compliance professionals advise on, and<br>monitor adherence to, our Code and policies,<br>and work with local staff to ensure we meet<br>our high ethical standards. Nominated<br>signatories review product promotional<br>materials and activities to ensure compliance<br>with applicable regulations and codes of<br>practice, and that information is accurate<br>and balanced. Group Internal Audit (GIA)<br>conducts risk-based audits of marketing<br>companies and other business units.<br>Business conduct<br>We seek to create positive societal<br>impact beyond the direct benefit of<br>our life-changing medicines. We<br>embed ethical behaviour in all our<br>business activities, markets and<br>across our value chain. We promote<br>ethical, transparent and inclusive<br>policies, both internally and with<br>our partners and suppliers.<br> For information on reporting<br>to the Board, see page 73.<br>For information on material<br>government investigations or<br>proceedings, including material<br>investigations related to<br>anti-bribery and anti-corruption, see Note 30 to the<br>Financial Statements on pages<br>185 to 188.<br>For information on our Code of<br>Ethics, Global Standards on<br>ABAC and Promoting our<br>Products, see page 219.<br>AstraZeneca Annual Report & Form 20-F Information 2025 34<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Business Review<br>Business Review continued
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Our Code of Ethics training continues to have<br>a pathway tailored for our customer-facing<br>Sales and Marketing employees with scenarios<br>relevant to the highest risks in their roles.<br>In 2025, we identified 10 confirmed external<br>breaches across our Commercial business.<br>Confirmed external breaches comprise<br>cases where AstraZeneca has been found<br>to violate a law, industry code, or regulation<br>by an external authority.<br>Animals in research<br>The responsible use of animals is a vital part<br>of biomedical research and product safety<br>testing, where suitable alternatives are not<br>available. At the centre of our commitment<br>to quality science and animal welfare are the<br>Replacement, Reduction and Refinement<br>of animals in research (the 3Rs). All animal<br>studies are undertaken in compliance with<br>all relevant local and national laws and<br>regulations, and with the principles of the<br>‘Guide for the Care and Use of Laboratory<br>Animals’ (Institute for Laboratory Animal<br>Research). Wherever possible, we work with<br>third parties accredited by the Association<br>for the Assessment and Accreditation<br>of Laboratory Animal Care International.<br>Animals were needed for in-house studies<br>138,356 times in 2025 (2024: 141,947), and<br>on our behalf in contract research studies<br>63,869 times (2024: 63,810). In total, over<br>97% were rodents or fish, with the majority<br>being mice (85%). The remainder is made<br>up of rabbits, camelids, ferrets, dogs, pigs,<br>non-human primates, chickens and sheep.<br>Dogs and non-human primates make up less<br>than 1% of the total. We do not conduct<br>research using wild-caught non-human<br>primates or great ape species, and we have<br>an animal welfare assurance programme<br>that ensures research conducted by third<br>parties meets our high standards. We are<br>committed to transparency and are<br>signatories to the Concordat on Openness<br>on Animal Research (UK), the Openness<br>Agreement on Animal Research and<br>Teaching (Australia/New Zealand) and<br>the United States Animal Research<br>Openness Agreement.<br> For information on material<br>commercial litigation and<br>government investigations or<br>proceedings, including material<br>matters related to responsible<br>sales and marketing, see Note 30<br>to the Financial Statements<br>on pages 185 to 188.<br>We promote ethical, transparent and inclusive policies,<br>both internally and with our partners and suppliers.<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Business Review	Growth and Therapy Area Leadership AstraZeneca Annual Report & Form 20-F Information 2025 35
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Growth and Therapy Area Leadership<br>Digital technologies<br>AI is a force multiplier for our<br>strategy – accelerating innovation,<br>improving outcomes, and driving<br>productivity and efficiency – so we<br>can do more of what matters, faster<br>and with greater impact.<br>In December, we created a dedicated<br>Enterprise AI unit to bring together AI<br>expertise and accelerate the delivery of<br>Ambition 2030. Partnering with the business,<br>this team will advance a unified enterprise<br>AI transformation, prioritise and scale high<br>value initiatives, manage change effectively,<br>and unlock synergies that amplify impact.<br>In R&D, we are developing an ecosystem of<br>foundation models and AI agentic frameworks<br>to accelerate our drug discovery end-to-end. This ecosystem will transform our<br>clinical development, leveraging our key<br>differentiator – our data. Examples include:<br>• REINVENT, our small molecule discovery<br>platform now enables significant time<br>savings by predicting molecular properties<br>and optimising potential molecules before<br>synthesis and further development.<br>Over 90% of our small molecule discovery<br>pipeline is AI-enabled, with similar<br>approaches actively applied to other<br>areas, including biologics.<br>• MILTON, integrates de-identified health<br>records with genetic and protein data to<br>develop models that can predict the risk<br>of more than 1,000 diseases, sometimes<br>10 to 15 years before they’re clinically<br>diagnosed.<br>• Computational pathology solutions achieved<br>FDA Breakthrough Device Designation as<br>part of an AI-driven companion diagnostic,<br>and released multi-cancer, cross-target<br>QCS models, and identified promising<br>biomarkers in gastric cancer.<br>We are rapidly integrating AI into clinical<br>workflows from study design to site and<br>patient selection – enhancing scientific<br>decision-making and enabling broader,<br>diverse patient groups to participate without<br>compromising research quality.<br>In Commercial, partnering with leading<br>technology companies is enabling us to tackle<br>healthcare challenges. In over 20 markets,<br>more than six million AI-enabled chest x-rays<br>support early screening for high-risk lung<br>nodules, improving referral and diagnostic<br>pathways for possible lung cancer. In precision<br>diagnostics, we published an AI-driven<br>computational pathology validation study<br>that used advanced image analysis and<br>machine learning to evaluate HER2 in breast<br>cancer tissue. We are also deploying AI to<br>increase efficiency, optimise content creation<br>and enhance the relevance of physicians’<br>interactions.<br>In Operations, we are scaling AI to build an<br>intelligent, autonomous, sustainable supply<br>network that reduces lead times, drives<br>productivity, and cuts waste. Our synthetic<br>drug development timelines are shortened<br>thanks to our agentic AI platform which<br>integrates scientific knowledge and simulation<br>models. Our award-winning Digital Changeover<br>solution is deployed across 17 sites and over<br>95% of eligible packing lines. To ensure<br>uninterrupted supply, we are engineering<br>a resilient, self-healing supply chain using<br>predictive sensing and autonomous planning.<br>Underpinning our Enterprise AI transformation<br>is our risk-based AI Governance Framework<br>based on global laws, regulations and standards<br>for best practice, and ensuring responsible<br>use. It includes policies, processes, and<br>guardrails for building, buying, and using AI,<br>to manage risks while maximising the value<br>of AI. We continue to upskill our teams to<br>advance a digital first mindset and optimise<br>transformation at scale.<br>Zero<br>material<br>cybersecurity<br>incidents<br>Zero<br>material security<br>breaches involving<br>personal data<br>Cybersecurity and data privacy<br>Innovative technology platforms are<br>transforming the way we work, and<br>we have measures in place to address<br>the related cybersecurity and data<br>privacy risks, to the extent possible.<br>Significant disruption to our IT systems,<br>including breaches of data security or<br>cybersecurity or failure to comply with<br>applicable laws or regulations, could harm<br>our reputation and materially affect our<br>financial condition or ability to manufacture<br>and distribute medicines to patients. These<br>disruptions could potentially also negatively<br>affect our patients, employees and other<br>stakeholders.<br>Cybersecurity<br>Recognising the important role our employees<br>play in managing our cybersecurity risk,<br>we provide cybersecurity training, conduct<br>recurring phishing simulations and have<br>a Cybersecurity Culture and Awareness<br>programme including regular messaging<br>via internal communications. The annual<br>cybersecurity training is mandatory for all<br>active employees and is designed to reduce<br>risk and improve resilience. In 2025, new<br>content included emerging AI scenarios and<br>reinforced our new AI standards.<br>AstraZeneca launched a Disaster Recovery<br>Programme in 2025, focused on strengthening<br>the Company’s recovery capabilities and<br>response frameworks to support the resilience<br>of critical business applications. Continued<br>evolution is required to keep pace with<br>changing business demands and an<br>increasingly dynamic technology landscape<br>– ensuring recovery strategies, tooling, and<br>response practices remain current, scalable,<br>and consistently effective.<br>Data privacy<br>The Enterprise Data Office (EDO) has<br>established data governance practices that<br>are managed through a control framework<br>sponsored by our Enterprise Data Council<br>(EDC). The EDO strengthens and standardises<br>data governance, by partnering with other data<br>functions across the Company and acting as<br>a central hub for data management and<br>related regulatory compliance. This approach<br>also ensures that our data policies and<br>standards are streamlined, clear and effective.<br>In 2025, we released a new standard<br>operating procedure for the management<br>of personal data incidents and a revised<br>standard for data retention management.<br>These updates aim to reduce the likelihood<br>of personal data incidents.<br>Key privacy compliance concerns are reported<br>via the SET data governance boards, EDO,<br>EDC and appointed senior leaders. Breaches<br>and policy deviations can also be reported<br>to AZ Ethics via the helpline or website.<br> For information on how<br>cybersecurity and data privacy<br>are governed by our Code of<br>Ethics as well as the IT Security<br>Policy Framework and Data<br>Privacy Standard respectively,<br>see page 219.<br>AstraZeneca Annual Report & Form 20-F Information 2025 36<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Business Review<br>Business Review continued
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We proactively pursue opportunities to<br>harness leading science and innovation<br>while securing access to cutting-edge<br>technologies and products. This strengthens<br>the quality, effectiveness and productivity<br>of our R&D across therapy areas and expands<br>our innovative pipeline. Partnerships with<br>academic institutions, governments, peers<br>and biotechnology companies are critical<br>to keep us at the forefront of innovations<br>applicable across our portfolio and, ultimately,<br>inform patient treatment. They give us<br>access to key innovations in AI, precision<br>medicine, genomics, and digital technologies,<br>informing the development of optimal<br>treatments for patients.<br>Our global presence, balanced across<br>regions and disease areas, is supported<br>by more than 1,000 collaborations<br>worldwide and we have completed<br>several strategically important business<br>development transactions in 2025, some<br>of which are summarised on this page.<br>EsoBiotec<br>AstraZeneca completed the acquisition of<br>EsoBiotec and their Engineered NanoBody<br>Lentiviral (ENaBL) platform which delivers<br>genetic instructions to specific immune<br>cells, such as T-cells, to enable the<br>recognition and destruction of tumour<br>cells for cancer treatment, and to eliminate<br>autoreactive cells for potential application<br>in immune-mediated diseases. AstraZeneca<br>acquired all outstanding equity of EsoBiotec<br>for a total consideration of up to $1 billion,<br>on a cash- and debt-free basis, comprising<br>of an initial payment of $425 million at<br>closing, and up to $575 million in contingent<br>consideration linked to development and<br>regulatory milestones.<br>Strategic partnerships in China<br>A strategic collaboration has been<br>established with the Beijing Municipal<br>Government and the Beijing Economic-Technological Development Area<br>Administrative Office including Harbour<br>BioMed and Syneron Bio. We will invest<br>$2.5 billion to establish manufacturing<br>capabilities and create our sixth global<br>strategic R&D centre in Beijing, supported<br>by major research and manufacturing<br>agreements that advance life sciences<br>in China, and follows our acquisition of<br>FibroGen China. The new centre is located<br>in the Beijing International Pharmaceutical<br>Innovation Park, proximate to leading<br>biotechs, research hospitals and the<br>Business development<br>Business development is an essential<br>part of our strategy and portfolio<br>prioritisation process, creating<br>additional value and helping<br>accelerate the delivery of new<br>medicines that address unmet<br>medical need.<br>National Medical Products Administration<br>with a focus on advancing early-stage<br>research and clinical development. The<br>centre will be enabled by a new state-of-the-art AI and data science laboratory.<br>CSPC<br>In January 2026, we announced a proposed<br>strategic collaboration agreement in China<br>with CSPC Pharmaceuticals to advance the<br>development of multiple next-generation<br>therapies for obesity and type 2 diabetes<br>across eight programmes.<br>Alteogen<br>AstraZeneca entered into a licence<br>agreement with Alteogen Inc. for ALT-B4<br>a novel hyaluronidase utilising Hybrozyme™<br>platform technology to enable selected<br>subcutaneous oncology formulations,<br>offering significant time-saving benefits<br>for patients and healthcare systems.<br>Financial arrangements include milestone<br>payments and royalties.<br>SixPeaks Bio<br>Following the Series A financing and<br>collaboration agreement from 2024,<br>AstraZeneca has acquired the remaining<br>shares in SixPeaks Bio by using the buyout<br>option. The company has developed an<br>activin IIA/B receptor antibody for robust<br>preservation of skeletal muscle mass,<br>a next-generation obesity product.<br>We are maximising the use of AI and new technologies to<br>transform patient care. We have the potential to empower<br>patients to play an active role in their own treatment.<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Business Review	Growth and Therapy Area Leadership AstraZeneca Annual Report & Form 20-F Information 2025 37<br>Corporate Governance Financial Statements Sustainability Statement Additional Information
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People and Sustainability<br>Summary and<br>performance indicators<br>Recognising the strong connection<br>between business growth and<br>resilience, and the need to address<br>the major health challenges of our<br>time, we are focused on how we<br>deliver sustainable impact and how<br>we do business, underpinned by<br>science. We are guided by our Values<br>and invest in our people to create<br>long-term value, resilience and trust<br>by operating responsibly, ethically<br>and with robust governance.<br>Our performance in 2025<br>People<br>• Received 1.2 million applications and<br>hired 19,000 employees (7,000 internal<br>and 12,000 external).<br>• Over 5,800 employees participated<br>in a development programme.<br>• 51.5% of our senior middle management<br>roles and above are filled by women.<br>Sustainability<br>• Updated our health equity strategy,<br>embedding health equity across science,<br>healthcare delivery and community<br>investment.<br>• Continued to decarbonise our value chain,<br>including our own operations.<br>-88.1%<br>-77.5%<br>-67.6%<br>2025<br>2024<br>2023<br>Performance indicators<br>People<br>This priority is built on being a great place<br>to work, patient-oriented, advancing a<br>culture of lifelong learning, and achieving<br>inclusion and diversity goals.<br>Performance indicators<br>Sustainability<br>Achieving a healthier, more sustainable<br>future requires tackling the biggest<br>challenges of our time – from climate change<br>and nature loss to health equity and health<br>system resilience – and doing so in a way<br>that is ethical, transparent and inclusive.<br>1 Figures reflect market-based<br>accounting, and are inclusive of<br>biomethane certificates. See page 212<br>for methodology and definitions.<br>2 See page 218 for methodology<br>and definitions.<br>Great place to work<br>86%<br>believe that AstraZeneca<br>is a great place to work<br>(2024: 84%)<br>Patient-oriented<br>88%<br>believe that AstraZeneca<br>is patient-oriented<br>(2024: 87%)<br>Advance culture of<br>lifelong learning<br>81%<br>feel they have the opportunity<br>for personal development<br>and growth<br>(2024: 81%)<br>Ambition Zero Carbon<br>(Scope 1 and 2)1<br>-88.1%<br>reduction of Scope 1 and 2 GHG<br>emissions from 2015 baseline year.<br>Enable an agile organisation<br>79%<br>believe AstraZeneca has been<br>successful at improving IT tools<br>and systems<br>(2024: 75%)<br>Achieve inclusion and<br>diversity goals<br>87%<br>feel they can be themselves<br>without worrying about<br>being accepted<br>(2024: 85%)<br>People positively<br>impacted2<br>320 million<br>AstraZeneca Annual Report & Form 20-F Information 2025 38<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Business Review<br>Business Review continued
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through onboarding surveys, exit interviews<br>and our global employee opinion survey,<br>Pulse. We encourage managers to listen to<br>the workforce by providing them with access<br>to the aggregated results for their teams.<br>Managers also have access to a reporting<br>tool to further support engagement across<br>their teams. To ensure we are transparent,<br>we share our global results with the Board,<br>the SET, line managers and employees.<br>We have a Global Employee Relations<br>team, working in partnership with<br>Legal, Compliance, HR and employee<br>representative groups, such as the European<br>Consultation Committee, Works Councils<br>and, where applicable, our nationally<br>recognised trade unions. Accountability<br>for these processes is with the Chief<br>Human Resources Officer and delegated<br>to members of the leadership team. On a<br>day-to-day basis, this is managed by senior<br>leaders. We also hear the views from our<br>Employee Resource Groups, which are<br>voluntary, employee-led groups open to<br>all employees.<br>Health and safety<br>We are committed to providing a work<br>environment that is both physically and<br>psychologically safe for everyone. Our<br>Global Safety, Health and Environment<br>(SHE) Standard describes our management<br>of and accountability for SHE. We do this<br>by embracing a culture of learning and<br>continuous improvement. We strive to<br>maintain or exceed compliance with all<br>company, legal and regulatory requirements<br>ensuring that we are welcome in the<br>communities in which we operate.<br>Developing skills and capabilities<br>We develop strategic capabilities through<br>development programmes and high potential<br>talent initiatives, supporting employees<br>ranging from early talent and individual<br>contributors to enterprise leaders. All<br>employees have access to our global<br>learning platform. AI-adoption is a key<br>aspect of achieving our strategic objectives<br>by accelerating decision making and<br>innovation. In 2025, more than 50,000<br>employees participated in our Thriving in<br>the Age of AI programme. We also continue<br>to embed coaching skills to enhance<br>performance and increase engagement.<br>To support our Values and understanding<br>of our material sustainability matters,<br>employees complete mandatory training<br>on topics including Code of Ethics, see<br>page 34, and Cybersecurity, see page 36.<br>These trainings help everyone understand<br>the responsibility to employ high ethical<br>standards when carrying out all aspects<br>of our business globally.<br>Inclusion and diversity<br>Our global commitment to inclusion and<br>diversity is woven into what we do, and is<br>reflected in our Values and the behaviours<br>that underpin them. Women comprise 54%<br>(approximately 52,000) of our global<br>workforce and men 45% (approximately<br>43,300)1<br>. At the end of 2025, there were<br>seven women on our Board (50% of the<br>total). Five out of 10 SET members (50%)<br>were women and five were men (50%).<br>Directors of the Company’s subsidiaries<br>comprised of 209 women (45%) and<br>256 men (55%)2.<br>Our Board of Directors and the SET<br>conduct quarterly reviews of our workforce<br>composition. This encompasses gender,<br>ethnicity and age representation among<br>other things.<br>We are committed to hiring and promoting<br>talent ethically and in compliance with<br>applicable laws. Our Code of Ethics and its<br>supporting Standards are designed to help<br>protect against unlawful discrimination on<br>any relevant grounds. The Code covers<br>recruitment and selection, performance<br>management, career development and<br>promotion, transfer, training, and reward.<br>We embrace the cognitive differences of<br>neurodivergent employees and support<br>employees with both seen and unseen<br>disabilities in line with their country-specific<br>laws and regulations. Where risk<br>assessments can be performed, we will<br>consider accommodating adjustments to<br>the working environment that support an<br>inclusive and safe workplace.<br>Our Global Standard for Inclusion and<br>Diversity sets out how we foster an inclusive<br>and diverse workforce where everyone feels<br>valued and respected because of their<br>individual abilities and perspectives. In 2025,<br>our inclusion and diversity efforts earned<br>recognition externally. We were featured in:<br>• Forbes World’s Top Companies<br>for Women<br>• Forbes World’s Best Employers<br>• Financial Times, Diversity Leaders 2026<br>• TIME World’s Best Companies.<br>People<br>We rely on our global workforce<br>to uphold our Code of Ethics and<br>behaviours in line with our Values,<br>to deliver our Ambition 2030 strategic<br>priorities and work to sustain and<br>improve short- and long-term<br>performance.<br>1 Approximately 800 employees have not disclosed their gender, therefore are not included in these totals. 2 For the purposes of section 414C(8)(c)(ii) of the Companies Act 2006, ‘Senior Managers’ are the SET, the Directors of all of the subsidiaries of the Company and other individuals<br>holding named positions within those subsidiaries. Individuals on multiple boards are counted once.<br>Enabling an agile organisation<br>In 2025, we continued to build talent<br>internally by investing in our workforce. We:<br>• Maintained the focus on building<br>capability in our global hubs. In 2025,<br>2,760 external hires were made in<br>these locations.<br>• Continued to develop internal talent and<br>made 5,100 promotions during 2025.<br>• Focused on AI upskilling to enable<br>employees to leverage AI in their roles.<br>We also provided access to an AI agent<br>builder, empowering teams to gain<br>hands-on experience in developing<br>and deploying AI-driven tools.<br>Human Resources Standards<br>Our Global Human Resources Standards<br>outline our position on key topics. We<br>expect all our employees to align with these<br>standards and do not tolerate any actions<br>which are not aligned. As well as complying<br>with all workplace diversity legislation and<br>requiring the same of the third parties we<br>work with, we provide mechanisms by which<br>employees can confidently raise concerns,<br>and we have processes which enable<br>disciplinary action to be taken where<br>necessary.<br>Listening to our workforce<br>Encouraging employees to provide<br>continuous feedback through various<br>mechanisms helps us to foster an inclusive<br>culture and be a great place to work.<br>We invest in developing coaching capability<br>in our leaders and employees to help them<br>bring a coaching approach to their quarterly<br>check-ins and everyday performance<br>conversations. We also collect feedback<br>86%<br>believe that<br>AstraZeneca is a<br>great place to work<br>89%<br>believe that in the<br>last 12 months, they<br>have improved their<br>existing skills, or<br>learned new skills,<br>or had a development<br>opportunity<br>AstraZeneca Annual Report & Form 20-F Information 2025 39<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Business Review	People and Sustainability
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People and Sustainability<br>Overview<br>• Our sustainability impact: We are taking<br>action on climate and nature, health equity<br>and health systems resilience.<br>• How we do business: We are guided<br>by our Values and invest in our people<br>to create long-term value, resilience<br>and trust by operating responsibly,<br>ethically and with robust governance.<br>Our approach to sustainability reporting<br>Our sustainability reporting is prepared in<br>line with the UK Companies Act 2006, the<br>EU Corporate Sustainability Reporting<br>Directive (CSRD) and European<br>Sustainability Reporting Standards (ESRS),<br>EU Taxonomy on Sustainable Activities and<br>the recommendations of the Task Force on<br>Climate-related Financial Disclosures.<br>Sustainability is embedded in our Growth<br>Through Innovation strategy, with material<br>sustainability topics aligned to our three<br>strategic pillars and disclosed within the<br>Business Review. This year we introduced<br>the Sustainability Statement section in the<br>Annual Report, setting out general<br>disclosures such as basis for preparation,<br>an overview of the double materiality<br>assessment process and management<br>of impacts, risks and opportunities, with<br>policies, targets and metrics for each<br>material topic. We have cross-referenced<br>where ESRS disclosures are met throughout<br>this Annual Report.<br>Sustainability<br>Recognising the interconnection<br>between business growth and<br>addressing the major health<br>challenges of our time, we are<br>focusing on how we make a positive<br>impact for people, society and the<br>planet, and how we do business.<br> For further information on the<br>basis of preparation of our<br>sustainability reporting, our<br>metrics, targets and policies,<br>see the Sustainability Statement<br>from page 204.<br>Our material sustainability topics<br>In 2025, we updated our 2024 double<br>materiality assessment, and our material<br>topics are presented below. Disclosures<br>relating to these topics can be found in the<br>Business Review, from page 26 and the<br>Sustainability Statement, from page 204.<br>• Business conduct, see pages 34 to 35.<br>• Cybersecurity and data privacy,<br>see page 36.<br>Growth and Therapy<br>Area Leadership<br>• Sustainable innovation, see page 30.<br>• Patient safety and product quality,<br>see page 31.<br>Science and Innovation<br>• People, see page 39.<br>• Accessible and affordable healthcare,<br>see page 41.<br>• Climate change, see pages 42 to 44.<br>• Nature, see page 45.<br>People and Sustainability<br>Through our health equity programme,<br>we aim to close healthcare gaps and<br>to give people everywhere the chance<br>to be as healthy as possible.<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Business Review AstraZeneca Annual Report & Form 20-F Information 2025 40<br>Business Review continued
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Affordability and pricing<br>We take a broad and collaborative approach<br>across diverse global healthcare systems,<br>working with payers and policymakers to<br>promote widespread, sustainable access.<br>Our tailored programmes address local<br>health needs, strengthen health systems<br>resilience, and enhance affordability by<br>partnering with country-specific health<br>systems to deliver medicines in a locally<br>accessible way. In 2025, our key continuous<br>initiatives included:<br>• Health system strengthening: To build<br>resilient and sustainable health systems,<br>we partner with health system stakeholders<br>to transform care by providing evidence-based recommendations and co-creating<br>solutions that help to reduce disease<br>progression, hospital admissions and<br>premature deaths, globally.<br>• Customised solutions for out-of-pocket<br>gaps: Supporting patients’ ability to stay<br>on prescribed therapies.<br>• Patient Assistance Programmes (PAPs):<br>Assisting those unable to pay and<br>addressing funding gaps, enabling patients<br>to fund part of their treatment in line with<br>their affordability and means, and in a<br>manner consistent with applicable laws.<br>• Tailored payment models: Leveraging<br>tiered pricing and innovative solutions<br>such as, value-based agreements, to<br>maximise patient access.<br>Clinical trial representation<br>We aim to achieve more representative<br>clinical trial populations to better reflect<br>the patient communities we serve. In 2025,<br>we extended our real-time dashboard for<br>measuring representativeness of Phase III<br>studies to Canada, building on previous<br>launches in the US and Brazil in 2024.<br>We actively participate in public-private<br>partnerships including the Innovative Health<br>Initiative’s Research in Europe and Diversity<br>Inclusion, ESMO, and the Cancer Drug<br>Development Forum to enhance trial<br>representativeness, while contributing to the<br>scientific community through publications in<br>the American Society of Clinical Oncology<br>Educational Book series that outline methods<br>for improving clinical trial representation.<br>Additionally, we are partnering with<br>community-focused organisations such as<br>Acclinate and Black Health Matters, as well<br>as not-for-profit organisations including the<br>Sexual Gender Minority Alliance, National<br>Medical Fellowship, and Women Health<br>Access Matters, all aimed at improving<br>representation across our clinical trials.<br>These initiatives reflect our sustained<br>ambition to improving clinical trial<br>representation on multiple fronts, both<br>within the Company and across the wider<br>research ecosystem.<br>Key early and post-trial access<br>We reaffirm our approach to early and<br>post-clinical trial access to medicines,<br>providing our therapies to those in need prior<br>to regulatory approval in specific countries,<br>in addition to our approach to continue<br>treating patients after the termination of<br>clinical trials, ensuring ongoing access and<br>continuity of care. Patients who face serious<br>or life-threatening illnesses, and have<br>exhausted alternative treatment options,<br>will have their requests for early access<br>to investigational medicinal products<br>carefully considered. This applies to those<br>unable to participate in clinical trials, and<br>is carried out through appropriate early<br>access pathways in accordance with local<br>laws and regulations. Where appropriate,<br>our approach also includes supporting<br>continued treatment after clinical trial<br>participation (post-trial access), ensuring<br>safe, ethical, timely and lawful patient<br>support prior to product approval in their<br>respective countries.<br>In May 2025, we updated our health equity<br>strategy, embedding health equity across<br>science (including genomics and clinical<br>trials), healthcare delivery and community<br>investment, with a 2030 ambition to<br>positively impact one billion people,<br>including 400 million from underserved<br>communities. Details of our health equity<br>strategy and supporting policies and<br>programmes can be found on our website.<br>Through collaborations, partnerships and<br>stakeholder coalitions we are working to<br>ensure essential and innovative medicines<br>become more widely available and<br>affordable. Pricing for our medicines seeks<br>to reflect the value they bring to patients,<br>payers and society, and the significant<br>investment required for targeted treatment<br>options. Through our health equity<br>approach, we also aim to ensure that more<br>individuals can equitably benefit from our<br>clinical trials, science and capabilities.<br>We have a global tiered pricing policy<br>comprising of four tiers based on gross<br>national income, with confidential, flexible<br>pricing focused on affordability and brand<br>application in support of patients across all<br>tiers. This aims to address disparities in<br>countries’ ability to pay, enhancing equitable<br>access while supporting financial viability.<br>In support of our targets, we engage in<br>ongoing health equity initiatives enterprise-wide. We continue to implement innovative<br>solutions to optimise affordability and<br>accessibility, where necessary addressing<br>barriers beyond price. For information regarding<br>Intellectual property, see<br>page 30.<br>320 million<br>people positively impacted since 2024,<br>including:<br>156 million<br>from underserved groups<br>Accessible and affordable healthcare<br>Our medicines impact more than<br>100 million patient lives annually,<br>ranging from cancer and chronic<br>diseases to rare diseases. We are<br>closing healthcare gaps along the<br>entire patient journey to improve<br>access to screening, early detection,<br>diagnosis and treatment, and<br>innovating to deliver our life-changing medicines in a<br>sustainable and equitable way.<br>AstraZeneca Annual Report & Form 20-F Information 2025 41<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Business Review	People and Sustainability
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73,903<br>gross Scope 1 and 2 GHG emissions<br>(Market-based) (tonnes CO2e)<br>6,197,690<br>gross Scope 3 GHG emissions<br>(tonnes CO2e)<br>1.26<br>Scope 1 and 2 GHG emissions intensity<br>(tonnes CO2e per million of Total Revenue)<br>69%<br>share of primary activity data in Scope 3<br>reporting<br>Delivering these targets requires whole<br>value-chain decarbonisation across Scopes<br>1, 2 and 3, through levers which eliminate,<br>reduce, substitute and then neutralise<br>residual emissions to achieve net zero.<br>Specific decarbonisation levers are<br>described below.<br>We have a near-term target of 98% absolute<br>reduction in Scope 1 and 2 GHG emissions<br>by 2026 from a 2015 baseline. By the end<br>of 2025, we have achieved 88.1%. We face<br>localised challenges across our global<br>operations with accessing sources of<br>renewable energy to decarbonise site<br>operations and to procure and operate<br>electric vehicles, that present transition risks<br>for delivering reductions to our Scope 1 and<br>2 GHG footprint against our 2026 target.<br>Over 95% of our total GHG emissions are<br>in the upstream and downstream value<br>chain. To support our longer-term target<br>of 50% reduction in total Scope 3 GHG<br>emissions by 2030 and 90% reduction by<br>2045, from a 2019 baseline, we are engaging<br>with suppliers for them to set validated<br>science-based targets (SBTs) to cover most<br>of our supplier spend by the end of 2025.<br>Achieving Scope 3 targets requires extensive<br>global decarbonisation across our entire<br>supply chain, including our product portfolio<br>which represents a large portion of our GHG<br>emissions. Pharmaceutical products have<br>a long development cycle, which makes<br>it critical to design and embed climate<br>considerations at an early stage for future<br>products now in development. In addition,<br>to achieve our goals, we must tackle<br>emissions from our existing commercial<br>portfolio, which creates challenges with<br>heavily regulated production processes<br>and materials.<br>We are conducting a scheduled review<br>of our SBTi-verified Net-Zero Corporate<br>Standard targets in line with SBTi timelines,<br>taking the opportunity to embed learnings<br>from the past five years. This includes<br>certain targets disclosed in previous years.<br>We expect to communicate the outcomes<br>in 2026.<br>Governance<br>Our executive-led SET Sustainability<br>Governance Group is accountable for the<br>delivery of Ambition Zero Carbon and its<br>transition plan. Regular governance updates<br>and proposals are provided to the Group,<br>which in 2025 included our CEO, Chief<br>Financial Officer (CFO), Chief Human<br>Resources Officer, Chief Compliance Officer<br>and General Counsel, and the EVP, Global<br>Operations, IT & Chief Sustainability Officer.<br>The Sustainability Committee monitors<br>progress on Ambition Zero Carbon.<br>Sustainability reporting is overseen by the<br>Transition plan for climate change<br>In 2020, we launched our Ambition Zero<br>Carbon strategy, through which we are<br>pursuing decarbonisation targets compatible<br>with the limiting of global warming to 1.5°C,<br>and making progress towards achieving net<br>zero by 2045. Our near- and long-term GHG<br>emissions targets were verified under the<br>Science Based Targets initiative (SBTi)<br>Net-Zero Corporate Standard in 2021.<br>We are targeting a 98% absolute reduction<br>in Scope 1 and 2 by 2026 (2015 baseline),<br>a 50% absolute reduction in total Scope 3<br>by 2030 and 90% by 2045 (2019 baseline),<br>and net zero by 2045.<br>Climate change<br>In support of our Ambition 2030<br>strategy, we have set and are<br>delivering action on our corporate<br>climate targets. We are decarbonising<br>our value chain including our own<br>operations, and through global<br>initiatives and collaboration with our<br>peers, we are driving action to accelerate<br>the delivery of net-zero healthcare.<br>Failure to meet regulatory requirements,<br>voluntary sustainability targets and<br>stakeholder expectations could<br>adversely affect the Company’s<br>reputation with key stakeholders.<br>Audit Committee. The CEO’s responsibilities<br>to the Board include the development and<br>performance of the Ambition Zero Carbon<br>strategy and related risks and opportunities.<br>The EVP, Global Operations, IT & Chief<br>Sustainability Officer is responsible for the<br>Ambition Zero Carbon strategy and its<br>execution, and all SET members have<br>responsibility for working with their teams<br>to ensure alignment of the Ambition Zero<br>Carbon strategy with business priorities and<br>climate risks and opportunities.<br>Initiatives approved by the SET Sustainability<br>Governance Group are included in the relevant<br>management units’ financial planning.<br>Scope 1 and 2 decarbonisation levers<br>To support the achievement of the Scope 1<br>and 2 GHG target, we are addressing direct<br>and indirect emissions through focused<br>operational improvements and energy<br>transitions.<br>Road fleet electrification<br>At the end of 2025, we had transitioned over<br>80% of our total owned and leased road<br>vehicle fleet to battery electric vehicles (over<br>18,000 vehicles) and purchased renewable<br>electricity Energy Attribute Certificates<br>equivalent to charging energy requirements.<br>37 markets have achieved a 100% electric<br>vehicle transition to date. The global<br>transition is being progressed while some<br>markets are experiencing challenges with<br>the supply of vehicles and the availability<br>of charging infrastructure.<br>Site F-gas management<br>F-gases are released during the production<br>process of current pMDI medicines. Through<br>a process change involving purging empty<br>canisters in a vacuum instead of using a<br>propellant, we have significantly reduced<br>F-gas emissions. A second reduction<br>initiative of capturing F-gas emissions from<br>the production process, using cryogenic<br>technology that liquefies the gases, has<br>been completed in 2025, enabling the<br>storage and removal from site for either<br>incineration or recycling. This is a near-term<br>solution to mitigate GHG emissions from<br>our existing pMDI medicines as we transition<br>to a pMDI portfolio using next-generation<br>propellant (NGP) as part of our Scope 3<br>decarbonisation strategy.<br>Fuel switching (clean heat)<br>In 2025, supply of biomethane commenced<br>via long-term commercial agreements with<br>Vanguard Renewables in the US and Future<br>Biogas in the UK. When fully operational,<br>these collaborations are expected to enable<br>up to 330 GWh of biomethane to be used<br>across our US and UK sites, equivalent to<br>70% of our total global gas consumption.<br> People and Sustainability<br> For more information regarding<br>how our approach to climate<br>mitigation action is grounded<br>in the principles of our Code of<br>Ethics and the SHE Framework,<br>see pages 211 and 219.<br>AstraZeneca Annual Report & Form 20-F Information 2025 42<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Business Review<br>Business Review continued
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Scope 3 decarbonisation levers<br>Product manufacture<br>Product manufacture is a significant<br>contributor to our Scope 3 footprint, outside<br>of AstraZeneca’s own operations, and<br>decarbonising products is a key pillar of<br>our strategy to achieve our Scope 3 targets.<br>We continue to implement our Life-Cycle<br>Assessment (LCA) programme, aligned with<br>ISO 14040 and 14044 standards, and this<br>now encompasses medicines which<br>contribute to the majority of our Total<br>Revenue. Using this and other sustainability<br>inputs, we have established an internal<br>Product Sustainability Index (PSI) to<br>understand the environmental impacts of our<br>launched products and inform sustainability<br>improvement plans. The PSI programme is<br>also being piloted on development projects,<br>with an initial focus on carbon and supported<br>by a simplified internal LCA tool to enable<br>early identification and assessment of<br>products in development that will be part<br>of our future footprint.<br>Non-product supplier emissions<br>To address the Scope 3 footprint associated<br>with purchased goods and services,<br>we prioritise collaboration with suppliers.<br>We continued to advocate for our suppliers<br>to set SBTs, ensuring that our climate<br>ambitions are shared across our value chain.<br>Additionally, we facilitate access to renewable<br>electricity through initiatives such as the<br>Energize programme, enabling more<br>suppliers to transition to renewable energy<br>sources. Our leadership of industry<br>collaborations, including the Sustainable<br>Markets Initiative Health Systems Task Force<br>and Pharmaceutical Supply Chain Initiative,<br>further help to align climate expectations and<br>best practices across the pharmaceutical<br>industry’s shared supplier base.<br>Product use<br>As part of our efforts to provide patients with<br>access to treatment with lower GHG emissions,<br>we are transitioning our portfolio of inhaled<br>respiratory medicines delivered by pMDIs<br>to use a NGP with near-zero GWP. pMDIs<br>deliver essential, life-saving medicines for<br>millions of people living with respiratory<br>diseases worldwide and are the most<br>commonly used type of inhaler device<br>globally. Our NGP has 99.9% less GWP than<br>propellants used in our current pMDI<br>portfolio, which makes the transition to the<br>NGP a key product-related element of our<br>Ambition Zero Carbon strategy. In 2025,<br>we announced the world-first approval by<br>the UK Medicines and Healthcare products<br>Regulatory Agency and a Committee for<br>Medicinal Products for Human Use positive<br>opinion for Trixeo Aerosphere to be used<br>with the NGP, endorsing it for use in the EU<br>and marking the initiation of the transition<br>of our full portfolio to the NGP, with<br>submissions for transitioning Breztri/Trixeo<br>in other territories underway.<br>Transport – distribution and<br>business travel<br>We continue to reduce emissions through<br>our transport modal shift programme,<br>transitioning key distribution routes from<br>air to sea. Performance regarding primary<br>distribution emissions is tracked on a<br>quarterly basis. We are also evaluating<br>alternative fuels, including sustainable<br>aviation fuel, with the aim of quantifying<br>whole life-cycle sustainability impacts.<br>In parallel, we are enhancing our secondary<br>distribution reporting methodologies to<br>identify emissions hotspots and highlight<br>decarbonisation opportunities. New ways<br>of working have significantly reduced our<br>business travel emissions. All teams operate<br>within a centrally tracked carbon travel<br>budget. In addition, engagement work is<br>ongoing to promote more sustainable modes<br>of travel, particularly on routes with good<br>alternatives.<br>Climate performance<br>Our global GHG metrics cover Scope 1,<br>Scope 2 on a market-based basis (with<br>location-based shown for comparison), total<br>Scope 3 across all 15 categories, and total<br>energy use. Scope 1 reflects the application<br>of biomethane certificates; biogenic emissions<br>are reported outside Scopes 1 to 3.<br>Global GHG emissions data for the period 1 January 2025 to 31 December 20251<br>Unit 2025 2024 2023 Baseline 2015<br>Scope 1 Tonnes CO₂e 62,587 125,386 180,898 298,498<br>Scope 2 (Market-based)2 Tonnes CO₂e 11,316 14,210 19,940 322,319<br>Scope 2 (Location-based) Tonnes CO₂e 241,023 217,026 183,332 266,372<br>Gross Scope 1 and 2 GHG emissions (Market-based)2 Tonnes CO₂e 73,903 139,594 200,838 620,818<br>Scope 1 and Scope 2 (Market-based) intensity Tonnes CO₂e per million of Total Revenue 1.26 2.58 4.38 22.73<br>Biogenic emissions (outside-of-scope emissions)3 Tonnes CO₂e 105,850 75,978 29,201 2,822<br>Total energy consumption Megawatt hours (MWh) 1,612,136 1,676,076 1,733,325 1,832,611<br>Unit 2025 2024 2023 Baseline 2019<br>Gross Scope 3 emissions (all relevant categories)4,5 Tonnes CO₂e 6,197,690 5,716,211 5,591,071 5,025,169<br>Scope 3 intensity5 Tonnes CO₂e per million of Total Revenue 105.5 105.7 122.0 171.1<br>1 The table above presents all emission sources required under the UK Streamlined Energy and Carbon Reporting (SECR) requirements. The portion of total global energy and<br>emissions originating from AstraZeneca’s UK and offshore area footprint were as follows: energy use 236,850 MWh (15%); Scope 1 site energy, non-energy and fleet emissions<br>10,941 tCO₂e (17%); Scope 2 site-imported energy emissions using market-based accounting 0 tCO₂e (0%); and Scope 2 site-imported energy emissions using location‑based<br>accounting 20,494 tCO₂e (9%). 2 96% of Scope 2 market-based GHG emissions are associated with contractual instruments such as energy attribute certificates and power purchase agreements. 3 Biomethane certificates are applied in Scope 1 with a CO₂ factor of zero; non‑CO₂ emissions are reported. 4 Scope 3 GHG emissions (excluding Category 9) was 6,070,258 tCO₂e. 5 Regular data review is carried out to enhance accuracy, consistency of measurement across periods and reflect major business change. Reviews in 2025 resulted in revisions to<br>figures reported in previous years primarily arising from: i) Revision of spend data methodology for Scope 3 categories 1,4,6 and use of latest emission factors, and ii) Alignment of<br>capital goods (category 2) data and classifications to financial reporting scope. These changes are applied consistently across all prior years, and resulted in a reduction to the 2019<br>baseline by 12%.<br>AstraZeneca Annual Report & Form 20-F Information 2025 43<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Business Review	People and Sustainability
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People and Sustainability<br>Climate change continued<br>Climate change adaptation<br>Climate change is expected to increase the<br>frequency of extreme weather and climate-related natural disasters. This may cause<br>disruption to our own and third-party<br>supplier sites and distribution routes due<br>to increased exposure to climate hazards.<br>Medicine shortages due to climate disasters<br>could lead to delayed supply of critical<br>medicines, impacting patients. To mitigate<br>exposure and build resilience to the risks<br>presented by climate change, we identify<br>and integrate risks into site business<br>continuity and mitigation plans and in<br>supply chain design.<br>Our Business Continuity Standard outlines<br>the principles for consistent business<br>continuity process and governance, in<br>order to support effective and sustainable<br>business resilience across AstraZeneca.<br>Business continuity and mitigation plans<br>To mitigate exposure and increase resilience<br>to acute extreme weather events and<br>longer-term shifts in climate patterns,<br>identified climate risks are integrated into<br>sites’ business continuity and mitigation<br>plans. Examples of climate change<br>adaptation solutions implemented in 2025<br>include improving emergency response<br>plans in relation to climate hazards.<br>In 2025, three new material construction<br>projects were assessed on their exposure to<br>physical climate risks based on their location<br>and activities, using a high-carbon scenario.<br>The assessment included dependencies on<br>local communities and adaptation measures<br>have been integrated into the design where<br>feasible to protect the construction and to<br>secure delivery of medicines to patients.<br>Climate-related risks in the supply chain are<br>covered by supply chain design (e.g. dual<br>sourcing, strategic planning for safety stock)<br>as part of product-level business continuity<br>management.<br>Climate risk management<br>We follow the science to manage the risks<br>presented by climate change and to build<br>resilience against any such risks. The<br>identification and assessment of climate risk<br>forms part of our existing risk management<br>processes. We conduct scenario analyses<br>using a low/medium/high case scenario<br>based on the Intergovernmental Panel on<br>Climate Change scenarios, namely Shared<br>Socioeconomic Pathways (SSPs) and<br>Representative Concentration Pathways<br>(RCPs).<br>Impacts on climate change<br>Based on our current business model and<br>reduced GHG emissions footprint,<br>contribution to climate change is not<br>considered to be a material impact. However,<br>we have identified a material impact related<br>to climate change adaptation; see page 206.<br>Climate-related physical risks<br>We have developed a process to conduct<br>deep dive risk assessments for AstraZeneca<br>sites, taking a risk-based approach. We have<br>conducted scenario analysis based on a<br>broad range of climate scenarios (SSP1-<br>RCP2.6, SSP2-RCP4.5 and SSP5-RCP8.5)<br>taking into consideration the likelihood,<br>magnitude and duration of the hazards.<br>As a part of the physical climate risk<br>assessments, the resilience of the sites is<br>assessed factoring in downtime of supply<br>and backup from dual sourcing. No material<br>physical climate-related financial risks have<br>been identified.<br>Our strategy for adaptation is aligned to a<br>high-emission scenario. Where appropriate,<br>the risk mitigation measures and<br>interventions are escalated to site<br>management and captured on the local<br>risk register. Identified risks are addressed<br>in local business continuity plans or by<br>technical mitigations in site master plans.<br>Short-, mid- and long-term financial<br>planning includes required investments.<br>Climate-related transition risks<br>Climate-related transition risks and<br>opportunities are assessed both at<br>enterprise and product levels, including<br>prioritised medicines where LCA data is<br>available. Through scenario analysis, risks<br>and opportunities were identified to cover<br>medicines in the therapy areas of Oncology,<br>CVRM and R&I to see how drivers such as<br>regulations, access to renewable energy,<br>technology shifts, market expectations<br>and reputational aspects can impact our<br>financial forecast. In addition, transition<br>risks and opportunities have been identified<br>at enterprise level for transportation,<br>renewable energy, and raw materials<br>represented by F-gases used in our<br>inhaled respiratory portfolio.<br>Our climate strategy is designed to address<br>transition risks and opportunities in a<br>low-carbon scenario and a pathway<br>aligned with our SBTs of limiting global<br>warming to 1.5°C.<br> For more information regarding<br>our Business Continuity<br>Standard, see page 211.<br> For more information regarding<br>the scenario analysis<br>conducted within the resilience<br>analysis process, see page 214.<br> For more information regarding<br>how the Group assesses its<br>resilience against risks<br>including climate-related risks<br>through a viability assessment,<br>see the Viability Statement<br>on page 46.<br>AstraZeneca Annual Report & Form 20-F Information 2025 44<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Business Review<br>Business Review continued
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Nature<br>As we work to enhance patient<br>health outcomes through advances<br>in medical treatments, we aim to<br>manage our dependencies and<br>impacts on nature by designing them<br>out where we can, and addressing<br>those that remain across our raw<br>material sourcing, production,<br>use and disposal of our medicines.<br>We strive to minimise the environmental<br>impact of our products from discovery to<br>disposal, in alignment with our Code of<br>Ethics. This approach is embedded into<br>key internal processes and procedures<br>throughout the life-cycle of our medicines,<br>such as the OneSHE Framework.<br>Use and sourcing of raw materials<br>The development, manufacture and testing<br>of medicines requires a wide range of<br>ingredients, including chemicals and<br>excipients, many requiring complex inputs to<br>manufacture. We rely on materials sourced<br>from wild species, such as horseshoe crab<br>blood. We aim to manage adverse impacts<br>that drive nature loss such as land use<br>change and deforestation, unsustainable use<br>of freshwater, GHG emissions and pollution.<br>Assessing nature risks<br>As part of our double materiality assessment,<br>we assessed our nature-related impacts<br>based on current visibility of our interfaces<br>with nature. As we gain understanding of<br>connections to nature within our supply<br>chain, we aim to identify and assess adverse<br>impacts and risks, developing action plans<br>for responsible supply chain management.<br>Reducing the reliance on horseshoe crabs<br>To ensure the patient safety of injectable<br>medicines there are global regulatory<br>requirements to test raw materials, water<br>systems and products for the presence<br>of endotoxins, a significant risk to patient<br>safety. Until recently, the blood of horseshoe<br>crabs has been the only ingredient suitable<br>to make the reagents needed to perform<br>these tests. We are advocating for<br>harmonised regulations to simplify the<br>transition for product testing from horseshoe<br>crab blood to synthetics. In the interim, most<br>of our labs have transitioned to more<br>efficient methods for endotoxin testing of<br>water systems and in 2025, have reduced<br>this dependency further by transitioning<br>to a synthetic alternative for this purpose.<br>Pharmaceuticals in the environment<br>Pharmaceutical residues entering the<br>environment is currently an unavoidable<br>result of the patient use of medicines. We<br>recognise our most material water pollution<br>impact as the APIs in our products. APIs are<br>biologically active molecules and may interact<br>with and impact wildlife in the environment.<br>We have ongoing programmes and<br>processes across the value chain to<br>understand and minimise the impact of<br>pharmaceuticals in the environment (PiE),<br>as part of our ambition to lower the<br>environmental burden of healthcare, while<br>improving health outcomes and reducing<br>our exposure to environmental risks.<br>Environmental risk assessments<br>To understand the environmental impacts<br>of APIs, we complete Environmental Risk<br>Assessments (ERAs) before the approval<br>of a new medicine and, using experimental<br>data, identify target concentrations of our<br>APIs considered to pose insignificant risk<br>to the environment. These are also utilised<br>to manage our own emissions from the<br>manufacture of our products. The Safe API<br>Discharge process sets and monitors target<br>concentrations of API emissions from<br>manufacturing to the aquatic environment<br>that are not to be exceeded by AstraZeneca<br>and relevant supplier sites. Our ERAs<br>demonstrate that PiE resulting from use<br>of our products pose a low or insignificant<br>environmental risk and are unlikely to cause<br>adverse impacts. The data meets the<br>international standards set by regulators,<br>and we publish summaries of the ERAs and<br>underlying data on www.astrazeneca.com/<br>sustainability/resources.html.<br>EcoPharmacoVigilance<br>Our EcoPharmacoVigilance (EPV) approach<br>reviews emerging science and peer-reviewed literature to inform and improve the<br>ERAs of our APIs. We monitor measurements<br>of our products in water bodies across the<br>world that are published in scientific journals<br>and publish those results on our website, as<br>well as our industry-leading EPV dashboard,<br>where users can visualise this data. It shows<br>that, where detection of our APIs has been<br>reported in scientific literature, the measured<br>concentrations pose low or insignificant<br>environmental risk in over 99% of cases.<br>There can be some location-specific<br>environmental risks for particular<br>pharmaceuticals, especially in regions where<br>there may be inadequate sewage treatment<br>and/or high populations discharging waste<br>into rivers with low-dilution conditions.<br>PFAS restrictions<br>In the EU, the European Chemicals Agency<br>(ECHA) is evaluating a proposed restriction<br>of per- and polyfluoroalkyl substances<br>(PFAS), employing a broad, structure-based<br>definition of PFAS. The proposal potentially<br>impacts a family of more than 10,000<br>chemicals which are used across many<br>industries. In other jurisdictions, including<br>the UK, the US and Canada, policymakers<br>have signalled their intent to restrict, or have<br>initiated reviews aimed at restricting, PFAS<br>chemicals. Definitions of PFAS may vary by<br>jurisdiction, and scopes and timelines for<br>regulatory action differ.<br>Not all materials classified as PFAS, nor all<br>uses of such materials, present equivalent<br>environmental or human-health risks.<br>Certain PFAS materials play important roles<br>across the biopharmaceutical value chain,<br>supporting process integrity and product<br>quality; in certain applications, technically<br>viable alternatives are not available, making<br>complete substitution challenging.<br>We apply a science-based approach to our<br>management of PFAS use, which includes<br>ongoing evaluation and implementation of<br>reductions or substitutions of PFAS materials<br>wherever possible, while continuing to<br>protect medicines for patients, including<br>ensuring supply security, patient safety and<br>regulatory compliance. Proposals for blanket<br>bans of PFAS that do not account for<br>essential uses could potentially affect<br>development, manufacturing, packaging<br>and drug delivery of medicines, raising a<br>potential risk of shortages or the removal of<br>therapeutic options, with significant impact<br>for patients and public health.<br>In the EU and globally, we are working with<br>relevant authorities and experts to ensure<br>any new regulations regarding the use of<br>PFAS meet patient, public health and<br>environmental needs, and protect the<br>supply of medicines to patients in the EU<br>and globally. These activities include<br>industry-wide engagements in public-private partnerships on PFAS exposure,<br>emissions, and end-of-life management<br>in the healthcare sector, as well as our<br>contributions to the ECHA’s public<br>consultations on the PFAS Restriction<br>Proposal.<br> For more information on our<br>policies, see page 211.<br>AstraZeneca Annual Report & Form 20-F Information 2025 45<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Business Review	People and Sustainability
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Throughout the year the Directors have<br>considered the factors set out in section<br>172(1)(a)-(f) of the UK Companies Act 2006,<br>as well as other factors relevant to the<br>decision being made. The Board<br>acknowledges that not every decision made<br>will necessarily result in a positive outcome<br>for all stakeholders. By considering our<br>Purpose and Values, together with<br>AstraZeneca’s strategic priorities, the Board<br>aims to ensure that the decisions made are<br>consistent and intended to promote the<br>Company’s long-term success.<br>The Board is required to promote the<br>success of AstraZeneca for the shareholders<br>and wider stakeholders who interact with<br>and are impacted by our business.<br>The three-year detailed business plan<br>captures risks to the sales and cost forecasts<br>at market and SET functional levels. The plan<br>is used to perform central net debt and<br>headroom-profile analysis. The following<br>scenarios have been applied to this analysis<br>to create a severe but plausible downside<br>combining a number of the Principal Risks<br>detailed on pages 48 and 49.<br>• Principal Risks: Pricing, affordability,<br>access, competitive pressures and failures<br>or delays in the quality or execution of the<br>Group’s commercial strategies.<br>– Scenario 1: Government action on pricing,<br>higher than anticipated competition and<br>other commercial headwinds result in<br>lower than anticipated growth rates for<br>our medicines.<br>– Scenario 2: A significant incident leads<br>to reputational damage in a key market<br>resulting in an ongoing 10% reduction<br>in revenue achieved in this market.<br>• Principal Risk: Failure or delay in<br>the delivery of our pipeline or launch<br>of new medicines.<br>– Scenario 3: Assumes no launches<br>of new products.<br>• Principal Risk: Failure to maintain<br>supply of compliant, quality medicines.<br>– Scenario 4: Major equipment failure or a<br>significant regulatory observation at one<br>of our major manufacturing sites results<br>in a 12-month loss of manufacturing<br>capability for one of our key oncology<br>products, leading to supply interruption.<br>• Principal Risks: Failure in information<br>technology or cybersecurity, adverse<br>outcome of litigation and/or government<br>investigations.<br>– Scenario 5: A cyber incident results<br>in interruption to manufacturing and<br>associated penalties.<br>In addition, the Board has considered more<br>stressed scenarios, including restrictions<br>on debt factoring and no access to capital<br>markets to raise new debt. In each scenario<br>(or combination of scenarios above), the<br>Group is able to rely on its existing cash,<br>cash equivalents and short-term fixed<br>income investments, committed credit<br>facilities, leverage its cost base, reduce<br>capital expenditure and take other cash<br>management measures to mitigate the<br>impacts and still have residual capacity<br>to absorb further shocks.<br>Based on the results of this analysis, the<br>Directors have a reasonable expectation<br>that the Company will be able to continue<br>in operation and meet its liabilities, as they<br>fall due, over the three-year period of their<br>assessment.<br>In accordance with provision 31 of the 2024<br>UK Corporate Governance Code, the Board<br>has determined that a three-year period<br>to 31 December 2028 constitutes an<br>appropriate period over which to provide<br>its viability statement.<br>The Board assesses the Company’s<br>prospects using a 10-year long-range<br>projection. It notes the rich and varied<br>portfolio of medicines in development<br>across a range of therapy areas and the<br>medicines currently commercialised in<br>more than 100 markets, concluding that the<br>Company’s long-term prospects remain<br>strong. The Board also considers annually<br>and on a rolling basis, a three-year bottom-up detailed business plan and, given the<br>inherent uncertainty involved, believes that<br>the three-year statement presents readers<br>of this Annual Report with a reasonable<br>degree of assurance over the ongoing<br>viability of the Company, while still<br>providing a longer-term perspective.<br> Our Risk Overview can be<br>found from page 47 to 49. Full<br>details are given in the Risk<br>Supplement on our website,<br>www.astrazeneca.com/<br>annualreport2025.<br>The Board and management engaged with key<br>stakeholders throughout the year to understand<br>the issues and factors that are significant for these<br>stakeholders, and a number of actions were taken<br>as a result of this engagement.<br>These interactions, and the outcomes and actions which resulted, are set out in the Connecting with<br>our stakeholders section from page 74 and throughout the Strategic Report.<br>We are committed to being a great place to work<br>for the global workforce.<br>Details on engagement with employees can be found on page 39 of the Business Review, on page 78<br>of the Corporate Governance Report, page 85 and 86 in the Audit Committee Report and page 109 of the<br>Remuneration Committee Report.<br>We are committed to employing high ethical<br>standards when carrying out all aspects of our<br>business globally. Our Code of Ethics (the Code)<br>is based on our Values, expected behaviours and<br>key policy principles.<br>More information on the Code can be found on page 34.<br>We recognise patients as people first and put<br>them at the heart of what we do.<br>Further information on the importance of patients to the business can be found on page 31 of the<br>Business Review and page 74 of the Corporate Governance Report.<br>Principal Decisions are decisions and discussions<br>which are material or strategic to the Group and<br>also those that are significant to our key<br>stakeholder groups.<br>The consideration and impact of the Group’s operations on the environment and how the Group has<br>considered other factors, such as communities and suppliers, can be found throughout the People and<br>Sustainability section from page 38 of the Business Review.<br>Details of how the Board operates and matters considered by the Board are set out in the Corporate<br>Governance Report from page 71.<br>Details on the Board and SET composition and gender diversity can be found on pages 39, 68, and 80.<br>Examples of how Directors discharged their duties and considered stakeholders when making Principal<br>Decisions during 2025 are set out on page 77.<br>AstraZeneca Annual Report & Form 20-F Information 2025 46<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Business Review<br>Section 172(1) Statement<br>Viability Statement
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Managing risk<br>Our approach to risk management is designed<br>to encourage clear decision making on which<br>risks we take and how we manage and mitigate<br>these risks. We strive to embed sound risk<br>management within our strategy, planning,<br>budgeting and performance management<br>processes. The Board defines the Group’s<br>risk appetite. This enables the Group, in both<br>quantitative and qualitative terms, to judge<br>the level of risk it is prepared to take in<br>achieving its overall objectives.<br>The Senior Executive Team (SET) is required<br>by the Board to oversee and monitor the<br>effectiveness of the risk management system.<br>Within each SET function, leadership teams<br>discuss the risks the business faces. Quarterly,<br>each SET function assesses changes to these<br>risks, new and emerging, and mitigation<br>plans. These are assimilated into a Group<br>Risk Report for the Board, Audit Committee<br>and SET.<br>Global Compliance, Finance and Group<br>Internal Audit support management and<br>the Board by providing assurance over<br>our internal controls and risk management<br>system. The Board believes that existing<br>processes provide it with adequate<br>information on the risks and uncertainties<br>we face. The Board has carried out a robust<br>assessment of the emerging and Principal<br>Risks facing the Group. Our Principal Risks<br>are those risks that are most likely to<br>significantly impact delivery of our business<br>strategy or future performance and are<br>a subset of the total risk landscape facing<br>the Group. The table on pages 48 and 49<br>provides insight into these Principal Risks.<br>Emerging risks<br>We monitor our business activities and<br>external and internal environments for new,<br>emerging and changing risks to ensure<br>these are managed appropriately. Annually,<br>we combine input from each SET function<br>and external insight to scan the horizon for<br>emerging risks and a summary is presented<br>to the Audit Committee and the Board.<br>Emerging risks continue to be monitored<br>as part of the ongoing risk management<br>processes outlined above.<br>Climate risk<br>The identification and assessment of climate<br>risk forms part of our existing risk management<br>processes. ‘Failure to meet our sustainability<br>targets, regulatory requirements and<br>stakeholder expectations with respect to the<br>environment’ incorporates climate risk within<br>its scope and is a component of the Group’s<br>risk landscape but is not currently considered<br>to be a Principal Risk for the Group.<br>Cybersecurity risk<br>Our approach to identifying, assessing and<br>managing cybersecurity risks (including<br>those that result from the use of third parties<br>in business processes and data management)<br>is integrated within our Group-wide approach<br>to managing risk. Mitigation includes a<br>comprehensive cybersecurity programme<br>comprising executive oversight, defined<br>standards, prioritised investment, active<br>defence operations, and technology<br>optimisation. Cyber risks are monitored and<br>mitigation effectiveness regularly reported<br>in KPI dashboards provided to management<br>and the Audit Committee. Incidents are<br>managed and reported using the<br>cybersecurity incident management<br>framework which in turn is connected to<br>the Group’s crisis management framework.<br> “We take smart risks.”<br>AstraZeneca Annual Report & Form 20-F Information 2025 47<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Risk Overview<br>Risk Overview
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Risk category and Principal Risks Context/potential impact Management actions Trend<br>Product pipeline risks<br>Failure or delay in<br>the delivery of our<br>pipeline or launch<br>of new medicines<br>The development of pharmaceutical product candidates<br>is a complex, risky and lengthy process involving significant<br>resources. A project may fail at any stage of the process due<br>to a number of factors, which could adversely affect our<br>reputation, future business and results of operations.<br>• Prioritise and accelerate our pipeline.<br>• Strengthen pipeline through acquisitions,<br>licensing and collaborations.<br>• Focus on innovative science in our main<br>therapy areas.<br>• Improve R&D productivity.<br>Failure to meet<br>regulatory<br>or ethical<br>requirements<br>for medicine<br>development<br>or approval<br>We are subject to laws and regulations that control our ability<br>to market our pharmaceutical products. Delays in regulatory<br>approvals could delay our ability to market our products and<br>may adversely affect our revenue.<br>• Quality management systems incorporating<br>monitoring, training and assurance activities.<br>• Collaborating with regulatory bodies and<br>advocacy groups to monitor and respond<br>to changes in the regulatory environment,<br>including revised processes, timelines<br>and guidance.<br>Commercialisation risks<br>Pricing,<br>affordability,<br>access and<br>competitive<br>pressures<br>The pricing and market access environment is highly<br>complex and subject to dynamic economic, political and<br>social pressures. Deterioration in socio-economic conditions<br>may affect customers’ ability or willingness to purchase our<br>medicines and may adversely affect our business and<br>results of operations.<br>• Implementation of pricing, reimbursement<br>and policy frameworks.<br>• Focus on key products.<br>• Demonstrate value of medicines/health<br>economics.<br>• Implement innovative value-based agreements<br>focused on patient outcomes.<br>• Global footprint.<br>• Diversified portfolio.<br>Failures or delays<br>in the quality or<br>execution of<br>the Group’s<br>commercial<br>strategies<br>A failure to execute our commercial strategies or achieve<br>the level of sales anticipated for a medicine could materially<br>impact our business.<br>• Focus on key products.<br>• Substantial investment in sales and<br>marketing activities.<br>• Accelerate execution of plans and risk sharing<br>through business development and strategic<br>collaborations and alliances.<br>Supply chain and business execution risks<br>Failure to maintain<br>supply of<br>compliant,<br>quality medicines<br>Supply chain difficulties may result in product shortages<br>which could lead to lost product sales and materially affect<br>our reputation and results of operations.<br>• Establishment of new manufacturing facilities,<br>creating capacity and technical capability<br>to support new product launches.<br>• Contingency plans, including dual sourcing,<br>multiple suppliers and close monitoring and<br>maintenance of stock levels.<br>• Business continuity and resilience initiatives,<br>disaster and data recovery, and emergency<br>response plans.<br>• Quality management systems.<br>Failure in<br>information<br>technology or<br>cybersecurity<br>Significant disruption to our IT systems, including<br>cybersecurity breaches, or failure to comply with applicable<br>laws or regulations could harm our reputation and materially<br>affect our financial condition or results of operations.<br>• Penetration testing and targeted remediation.<br>• Data and application access hardening.<br>• Identity and network controls improvement<br>to protect priority areas.<br>• Compliance with emerging cybersecurity<br>laws and regulations.<br>• Defence operations capability upgrade.<br>• Enhanced Cloud asset monitoring.<br>• Strengthening user device authentication.<br>• Regular cybersecurity and privacy training<br>for employees.<br>Failure to collect<br>and manage data or<br>AI in line with legal<br>and regulatory<br>requirements and<br>strategic objectives<br>There is an increasing range of legislative and regulatory<br>requirements to manage data across all countries where we<br>conduct business such as restricting the movement of data<br>between countries or how we make use of new technological<br>capabilities such as AI. Failure to protect data effectively<br>or the inappropriate use of technologies such as AI may lead<br>to competitive disadvantage and/or loss of trust from key<br>stakeholders, including patients, and prevent us from<br>reaching our strategic objectives. In addition, failure to<br>identify, prioritise and scale the appropriate AI opportunities<br>may limit our ability to realise the benefits of AI in support<br>of our strategic objectives.<br>• Enterprise Data Council.<br>• Enterprise AI Governance Framework<br>and Standard.<br>• Data Privacy Framework and privacy<br>impact assessment process.<br>Principal Risks<br>Strategy key<br> Science and Innovation<br> Growth and Therapy<br>Area Leadership<br>People and Sustainability<br> Achieve Group<br>Financial Targets<br>Trend key<br>Increasing risk<br>Decreasing risk<br>Unchanged<br>AstraZeneca Annual Report & Form 20-F Information 2025 48<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Risk Overview<br>Risk Overview continued
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Risk category and Principal Risks Context/potential impact Management actions Trend<br>Legal, regulatory and compliance risks<br>Safety and<br>efficacy<br>of marketed<br>medicines<br>is questioned<br>Safety concerns relating to our products may lead to recalls,<br>seizures, interruption of supply and loss of product approvals,<br>which could adversely affect patient access, our reputation<br>and our revenues. Significant product liability claims could<br>also arise, which may be costly, divert management attention,<br>reduce demand for our products and damage our reputation.<br>• Robust processes and systems in place<br>to manage patient safety and efficacy trends<br>as well as externally reported risks through<br>regulatory agencies and other parties. This<br>includes a comprehensive pharmacovigilance<br>programme supplemented by close monitoring<br>and review of adverse events.<br>Adverse outcome<br>of litigation and/or<br>governmental<br>investigations<br>Our business is subject to a wide range of laws and<br>regulations around the world. Actual or perceived failure to<br>comply may result in AstraZeneca and/or its employees being<br>investigated by government agencies and authorities and/or<br>in civil legal proceedings.<br>Government investigations, litigations, and other legal<br>proceedings, regardless of outcome, could be costly,<br>divert management attention, or damage our reputation<br>and demand for our products.<br>Unfavourable resolutions to proceedings against us could<br>subject us to criminal liability, fines, penalties or other<br>monetary or non-monetary remedies, including enhanced<br>damages, requiring us to make significant provisions in our<br>accounts relating to legal proceedings, and could materially<br>adversely affect our business or results of operations.<br>• Established compliance framework with<br>strong ethical and compliance culture.<br>• Combined internal and external counsel<br>management.<br>IP risks related<br>to our products<br>The pharmaceutical industry is experiencing pressure from<br>governments and other payers to impose limits on IP<br>protections to manage healthcare costs. If we are unable<br>to obtain, defend and enforce our IP, we may experience<br>accelerated and intensified competition.<br>• Active management of IP rights and IP litigation.<br>Failure to meet<br>regulatory<br>and ethical<br>expectations<br>on commercial<br>practices,<br>including<br>anti-bribery/<br>anti-corruption,<br>anti-fraud and<br>scientific<br>exchanges<br>Any failure to comply with applicable laws, rules and<br>regulations, including anti-bribery/anti-corruption and<br>anti-fraud legislation, may result in civil and/or criminal legal<br>proceedings and/or regulatory sanctions, fines or penalties,<br>impacting financial results.<br>• Strong ethical and compliance culture.<br>• Established compliance framework including<br>annual Code of Ethics training for all employees.<br>• Focus on due diligence and oversight of<br>third-party engagements.<br>Economic and financial risks<br>Geopolitical<br>and/or macro-economic<br>volatility disrupts<br>the operation<br>of our global<br>business<br>With an active presence in more than 80 countries, we are<br>subject to political, socio-economic and financial factors<br>around the world. A sustained global economic downturn<br>or significant changes to exchange rates may adversely<br>impact our business. Geopolitical tensions may lead to the<br>imposition, alteration or escalation of trade controls, tariffs,<br>taxes or other restrictions to market access, which may<br>increase our costs or reduce revenues.<br>• Focus on key products.<br>• Demonstrate value of medicines/health<br>economics.<br>• Diversified portfolio.<br>• Global manufacturing capability.<br>Failure to achieve<br>strategic plans<br>or meet targets<br>or expectations<br>Failure to successfully implement our business strategy<br>may frustrate the achievement of our targets and materially<br>damage our brand, business, financial position or results<br>of operations.<br>• Focus on key products and innovative science<br>in our core therapy areas.<br>• Strengthen pipeline through acquisitions,<br>licensing and collaborations.<br>• Appropriate capital structure and balance sheet.<br>• Portfolio-driven decision-making process<br>governed by senior executive-led committees.<br>AstraZeneca Annual Report & Form 20-F Information 2025 49<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Risk Overview
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“AstraZeneca achieved Total Revenue<br>of $58.7 billion in 2025, driven<br>predominantly by $58.6 billion<br>of Product Revenue, representing<br>growth of 9% (CER: 8%).”<br>2025 delivered strong<br>commercial performance,<br>driven by business-wide<br>growth and exceptional<br>pipeline delivery.<br>In the US, we had overall growth of 8%,<br>with Product Sales of $23.4 billion, reflecting<br>continued momentum across the Oncology<br>portfolio. Product Sales rose in Emerging<br>Markets by 11% (CER: 13%) to $15.1 billion<br>and in Europe by 11% (CER: 7%) to $12.0 billion,<br>with Oncology and Farxiga driving the<br>increases in both regions. In Established<br>Rest of World markets, there was growth<br>of 3% (CER: 3%) to $5.1 billion due to<br>growth in Oncology.<br>Alliance Revenue increased by 39% (CER:<br>38%) to $3.1 billion, including $1.8 billion from<br>Enhertu, which has shown continued growth<br>since achieving blockbuster status in 2023.<br>Collaboration Revenue decreased by 89%<br>(CER: 89%) to $0.1 billion.<br>Profitability<br>Reported Earnings Per Share (EPS) was<br>$6.60 in the year (2024: $4.54) and Core<br>EPS was $9.16 (2024: $8.21) driven by<br>improved Operating Margin from Total<br>Revenue growth. Reported EPS benefited<br>from a lower intangible impairment impact<br>than in 2024.<br>Key milestones/approvals<br>Our continued investment in the pipeline<br>yielded several significant approvals<br>and milestones in the year, notably for<br>Saphnelo, Beyonttra, Datroway and Enhertu.<br>In December 2025, Saphnelo was approved<br>in the European Union (EU) for subcutaneous<br>self-administration as a pre-filled pen<br>for adult patients with systemic lupus<br>erythematosus (SLE) on top of standard<br>therapy. In March 2025, Beyonttra launched<br>in Japan where Alexion holds the exclusive<br>licence to develop and commercialise.<br>In June 2025, Datroway was approved in<br>the US for the treatment of adult patients<br>with locally advanced or metastatic<br>EGFR-mutated NSCLC who have received<br>prior EGFR-directed therapy and platinum-based chemotherapy. In December 2025,<br>As anticipated, 2025 was an unprecedented<br>year in advancing the 2030 ambition.<br>Financially, we continued to make strong<br>progress towards our $80 billion Total<br>Revenue goal, while sustaining significant<br>investment in the R&D that will drive growth<br>well beyond 2030. Making well-informed<br>capital allocation decisions across R&D,<br>business development and Capex projects,<br>while continuing to grow the underlying<br>business and manage risk remains the<br>highest priority.<br>Total Revenue growth<br>AstraZeneca achieved Total Revenue of<br>$58.7 billion in 2025, including $58.6 billion<br>of Product Revenue and $0.1 billion of<br>Collaboration Revenue, with growth of<br>9% (CER: 8%). In 2025, we delivered<br>16 blockbuster medicines in total, including<br>Tezspire, Enhertu and Beyfortus which are<br>medicines included in collaborations with<br>alliance partners.<br>Product Sales grew by 9% (CER: 9%) to<br>$55.6 billion, with 13 blockbuster medicines.<br>Demand growth for our Oncology and CVRM<br>products and new launch indications<br>in Oncology, delivered continued Product<br>Sales growth, with Oncology achieving<br>17% (CER: 16%) and CVRM achieving 3%<br>(CER: 2%). Farxiga ($8.4 billion), Tagrisso<br>($7.3 billion) and Imfinzi ($6.1 billion) each<br>delivering strong results once again, while<br>Calquence also showed continued growth.<br>Within Rare Disease, Ultomiris achieved<br>Product Sales of $4.7 billion, an increase of<br>20% (CER: 19%), due to increased demand<br>and continued conversion from Soliris.<br>Enhertu, in combination with pertuzumab,<br>was approved in the US for the 1st-line<br>treatment of adult patients with unresectable<br>or metastatic HER2-positive breast cancer.<br>Harmonised listing structure<br>In November 2025, our shareholders voted<br>99.36% in favour of the Board’s proposal<br>to harmonise the Company’s listing structure<br>in London, Stockholm and New York. On<br>2 February 2026, AstraZeneca Ordinary<br>Shares were directly listed on the New York<br>Stock Exchange, replacing the US listing of<br>AstraZeneca ADSs on Nasdaq. This new listing<br>structure will offer flexibility to access the<br>broadest available pool of capital, including<br>in the US, and enable more shareholders to<br>participate in AstraZeneca’s exciting future.<br>2025 was a year of enormous change,<br>and the pace of change is set to accelerate.<br>AI presents opportunities for productivity<br>and innovation but also requires us to invest<br>in our data foundations, technology and<br>people. I am incredibly proud of our<br>commitment to continuous improvement<br>and the growth and agility demonstrated<br>by our leaders, teams, and entire organisation<br>throughout the year. With this momentum,<br>we enter 2026 with confidence and a<br>relentless focus on delivering sustainable<br>long-term growth.<br>Aradhana Sarin<br>Chief Financial Officer<br>AstraZeneca Annual Report & Form 20-F Information 2025 50<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Review<br>Financial Review
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ProductSales<br>ar oball oC<br>oit nRevenue Operatingprofit<br>EPS<br>All ai nceReve un e<br>Summary performance in 2025<br>Reported CER Core<br>2025<br>$m<br>2024<br>$m<br>% Actual<br>change<br>CER<br>growth1<br>$m<br>Growth<br>due to<br>exchange<br>effects<br>$m<br>% CER<br>change<br>2025<br>$m<br>2024<br>$m<br>% Actual<br>change<br>- Product Sales 55,573 50,938 9 4,459 176 9 55,573 50,938 9<br>- Alliance Revenue 3,067 2,212 39 845 10 38 3,067 2,212 39<br>Product Revenue2 58,640 53,150 10 5,304 186 10 58,640 53,150 10<br>Collaboration Revenue 99 923 (89) (826) 2 (89) 99 923 (89)<br>Total Revenue 58,739 54,073 9 4,478 188 8 58,739 54,073 9<br>Cost of sales (10,633) (10,207) 4 (527) 101 5 (10,709) (9,601) 12<br>Gross profit 48,106 43,866 10 3,951 289 9 48,030 44,472 8<br>Operating expenses (34,744) (34,115) 2 (427) (203) 1 (29,935) (27,794) 8<br>Other operating income and expense 381 252 52 134 (4) 53 383 250 54<br>Operating profit 13,743 10,003 37 3,658 82 36 18,478 16,928 9<br>Net finance expense (1,334) (1,284) 4 (60) 10 5 (1,092) (1,169) (7)<br>Share of after tax losses of joint ventures and associates (7) (28) (74) 22 (1) (77) (7) (28) (74)<br>Profit before tax 12,402 8,691 43 3,620 91 40 17,379 15,731 10<br>Taxation (2,169) (1,650) 31 (499) (20) 29 (3,170) (3,001) 6<br>Profit after tax 10,233 7,041 45 3,121 71 43 14,209 12,730 12<br>Basic earnings per share ($) 6.60 4.54 45 2.01 0.05 43 9.16 8.21 12<br>1 As detailed on page 53, CER growth is calculated using prior year actual results adjusted for certain exchange rate effects, including hedging. 2 Effective 1 January 2025, the Group has updated the presentation of Total Revenue on the face of the Statement of Comprehensive Income to include a new subtotal ‘Product<br>Revenue’ representing the summation of Product Sales and Alliance Revenue. Product Revenue and Collaboration Revenue form Total Revenue. Product Sales and Alliance Revenue<br>will continue to be presented separately, with the new subtotal providing additional aggregation of revenue types with similar characteristics, reflecting the growing importance of<br>Alliance Revenue. The comparative period has been retrospectively adjusted to reflect the additional subtotal.<br>Highlights<br>Financial performance<br>Total Revenue: Therapy Areas<br>Total Revenue: geographical areas<br>Emerging Markets<br>12%<br>growth<br>(CER: 14%)<br>CVRM<br>3%<br>growth<br>(CER: 2%)<br>US<br>10%<br>growth<br>Oncology<br>15%<br>growth<br>(CER: 14%)<br>Europe<br>5%<br>growth<br>(CER: 1%)<br>Rare<br>Disease<br>4%<br>growth<br>(CER: 4%)<br>Established RoW<br>5%<br>growth<br>(CER: 6%)<br>R&I<br>13%<br>growth<br>(CER: 12%)<br>V&I<br>-13%<br>decrease<br>(CER: -14%)<br>Other<br>Medicines<br>-9%<br>decrease<br>(CER: -8%)<br>$55.6bn<br>9% growth<br>(CER: 9%)<br>$3.1bn<br>39% growth<br>(CER: 38%)<br>$13.7bn<br>37% growth<br>(CER: 36%)<br>$0.1bn<br>-89% decrease<br>(CER: -89%)<br>$18.5bn<br>9% growth<br>(CER: 9%)<br>$6.60<br>45% growth<br>(CER: 43%)<br>$9.16<br>12% growth<br>(CER: 11%)<br>Product<br>Sales<br>Alliance<br>Revenue<br>Operating<br>profit – Reported<br>Operating<br>profit – Core<br>Collaboration<br>Revenue<br>EPS –<br>Reported<br>EPS –<br>Core<br>AstraZeneca Annual Report & Form 20-F Information 2025 51<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Review
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Business background<br>and results overview<br>The business background is covered in<br>the Healthcare in a Changing World section<br>from page 6, the Therapy Area Review<br>from page 12, and the Our Strategy and<br>Key Performance Indicators section from<br>page 10, which describe in detail the<br>business developments of our products.<br>As described earlier in this Annual Report,<br>sales of our products are directly influenced<br>by medical need and are generally paid for<br>by health insurance schemes or national<br>healthcare budgets. Our operating results<br>can be affected by a number of factors other<br>than the delivery of operating plans and<br>normal competition.<br>Over the longer term, the success of our<br>R&D is crucial, and we devote substantial<br>resources to this area. The benefits of this<br>investment are expected to emerge over<br>the long term and there is considerable<br>inherent uncertainty as to the scale and<br>timing of outcomes and their transition<br>to saleable products.<br>Measuring performance<br>Reported and Core performance are referred<br>to in this Financial Review when reporting on<br>our performance in absolute terms, but more<br>often in comparison with earlier years:<br>• Reported performance takes into account<br>all the factors (including those which<br>we cannot influence, such as currency<br>exchange rates) that have affected the<br>results of our business. The Consolidated<br>Financial Statements have been prepared<br>in accordance with UK-adopted IAS and<br>with the requirements of the Companies<br>Act 2006 as applicable to companies<br>reporting under those standards.<br>The Consolidated Financial Statements<br>also comply fully with IFRS Accounting<br>Standards as issued by the IASB and IAS<br>as adopted by the EU.<br>• Core performance measures are adjusted<br>to exclude certain significant items, using<br>a set of established principles.<br>Use of non-GAAP performance measures<br>CER, Core performance measures, Gross<br>Margin, Operating Margin, Earnings before<br>interest, taxes, depreciation and amortisation<br>(EBITDA) and Net debt are non-GAAP<br>performance measures because they<br>cannot be derived directly from the<br>Financial Statements.<br>By disclosing non-GAAP performance and<br>growth measures, in addition to our Reported<br>financial information, we are enhancing<br>investors’ ability to evaluate and analyse<br>the financial performance and trends of<br>our ongoing business and the related key<br>business drivers. The adjustments are made<br>to our Reported financial information in order<br>to show non-GAAP performance measures<br>that illustrate clearly the impact on our<br>performance of factors such as changes<br>in revenues and expenses driven by volume,<br>prices and cost levels relative to such prior<br>years or periods. These non-GAAP<br>performance measures are not a substitute<br>for, or superior to, financial measures<br>prepared in accordance with GAAP.<br>As shown in the 2025 Reconciliation of<br>Reported results to Core results table on<br>page 55, our reconciliation of Reported<br>financial information to Core performance<br>measures includes a breakdown of the items<br>for which our Reported financial information<br>is adjusted, and a further breakdown by<br>specific line item, as such items are reflected<br>in our Reported income statement. This<br>illustrates the significant items that are<br>excluded from Core performance measures<br>and their impact on our Reported financial<br>information, both as a whole and in respect<br>of specific line items.<br>Management presents these results<br>externally to meet investors’ requirements<br>for transparency and clarity. Core financial<br>measures are also used internally in the<br>management of our business performance, in<br>our budgeting process and when determining<br>compensation. As a result, Core performance<br>measures allow investors to differentiate<br>between different kinds of costs, but they<br>should not be used in isolation.<br>Our determination of non-GAAP measures,<br>and our presentation of them within this<br>Financial Review, may differ from similarly<br>titled non-GAAP measures of other companies.<br>The SET retains strategic management of<br>the costs excluded from Reported financial<br>information in arriving at Core financial<br>measures, tracking their impact on Reported<br>Operating profit and EPS, with operational<br>management being delegated on a case-by-case basis to ensure clear accountability<br>and consistency for each cost category.<br>We strongly encourage readers of this<br>Annual Report not to rely on any single<br>financial measure but to review our Financial<br>Statements, including the Notes thereto,<br>and our other publicly filed reports, carefully<br>and in their entirety.<br> Further details of the risks<br>faced by the business are given<br>in Risk Overview from page 47<br>and in the Risk Supplement at<br>www.astrazeneca.com/<br>annualreport2025.<br> For a detailed definition of<br>Core measures, see page 53.<br> Also refer to the Summary<br>performance in 2025 table on<br>page 51, the 2025<br>Reconciliation of Reported<br>results to Core results, and the<br>Excluded from Core results<br>tables on page 55, for our<br>discussion of comparative<br>growth measures.<br>AstraZeneca Annual Report & Form 20-F Information 2025 52<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Review<br>Financial Review continued
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Non-GAAP measures: definitions<br>Revenue<br>Constant exchange rate<br>(CER) growth rates<br> Reconciliation, see<br>page 55.<br>Definition: Retranslation of the current year’s performance<br>at the previous year’s average exchange rates, adjusted<br>for other exchange effects, including hedging.<br>Why we use them: CER measures allow us to focus on the<br>changes in revenues and expenses driven by volume, prices<br>and cost levels relative to the prior period. Revenues and cost<br>growth expressed in CER allow management to understand<br>the true local movement in revenues and costs, in order<br>to compare recent trends and relative return on investment.<br>CER growth rates can be used to analyse revenues in a number<br>of ways but, most often, we consider CER growth by products<br>and groups of products, and by countries and regions.<br>CER revenue growth can be further analysed by revenue<br>volumes and selling price. Similarly, CER cost growth helps<br>us to focus on the real local change in costs so that we can<br>manage the cost base effectively.<br>Limitations: CER measures are not always better indicators of<br>performance. Where countries are subject to high inflation and<br>currencies that depreciate persistently, adjusting out the effect<br>of foreign exchange fluctuations could give an overly<br>optimistic view of growth.<br>Profitability<br>Core performance<br>measures<br> Reconciliation, see<br>page 55.<br>Core performance measures are adjusted to exclude certain<br>significant items. In determining the adjustments to arrive at<br>the Core result, we use a set of established principles relating<br>to the nature or materiality of individual items or groups of<br>items, excluding, for example, events which are (i) outside<br>the normal course of business, (ii) incurred in a pattern that is<br>unrelated to the trends in the underlying financial performance<br>of our ongoing business, or (iii) related to major acquisitions,<br>to ensure that investors’ ability to evaluate and analyse the<br>underlying financial performance of our ongoing business<br>is enhanced.<br>Our Core adjustments are summarised as:<br>Restructuring costs, including charges and provisions related<br>to our global restructuring programmes on our capitalised<br>manufacturing facilities and IT assets. These can take place<br>over multiple reporting periods, given the long life-cycle of<br>our business.<br>Why we use them: We adjust for these charges and provisions<br>because they primarily reflect the financial impact of change<br>to legacy arrangements, rather than the underlying<br>performance of our ongoing business.<br>Intangible amortisation and impairments, including<br>impairment reversals but excluding any charges relating<br>to IT assets. Intangibles generally arise from business<br>combinations and individual licence acquisitions.<br>Why we use them: We adjust for these charges because<br>their pattern of recognition is largely uncorrelated with<br>the underlying performance of the business.<br>Other specified items, principally comprise acquisition-related<br>costs and credits, which include the imputed finance charges<br>and fair value movements relating to contingent consideration<br>on business combinations, imputed finance charges and<br>remeasurement adjustments on certain Other payables, arising<br>from intangible asset acquisitions, remeasurement adjustments<br>relating to Other payables and debt items assumed from the<br>Alexion acquisition and legal settlements.<br>Why we use them: We adjust for these items to enable a<br>more meaningful comparison of the performance of acquired<br>businesses and products to that of internally developed<br>products, as well as removing charges whose pattern of<br>recognition is largely uncorrelated to the underlying<br>performance of the business.<br>It should be noted that some costs excluded from our Core<br>results, such as intangible amortisation and finance charges<br>related to contingent consideration, will recur in future years,<br>and other excluded items such as impairments and legal<br>settlement costs, along with other acquisition‑related costs,<br>may recur in the future.<br>Limitations: Core results exclude significant costs (such as<br>restructuring, intangible amortisation and impairments, and<br>other acquisition-related adjustments), but incorporate<br>associated benefits, including Product Sales arising from<br>business combinations, asset acquisitions and assets which<br>have been amortised, as well as the benefits resulting from<br>restructuring activities and, as such, they should not be regarded<br>as a complete picture of the Group’s financial performance,<br>which is presented in its Reported results. The exclusion of the<br>adjusting items may result in Core earnings being materially<br>higher or lower than Reported earnings.<br>AstraZeneca Annual Report & Form 20-F Information 2025 53<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Review
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Profitability continued<br>Gross Margin1<br> Reconciliation,<br>see page 55.<br>Definition: Gross Margin is defined as Gross profit<br>as a percentage of Total Revenue.<br>Why we use it: This measure sets out gross profitability<br>when taking account of only direct Cost of sales. It is a key<br>performance measure of the contribution to fund operating<br>costs and overall quality of the business.<br>Limitations: Gross Margin excludes operating expenses,<br>like marketing and administrative costs, so it doesn’t reflect<br>overall profitability.<br>Operating Margin<br> Reconciliation,<br>see page 55.<br>Definition: Operating profit as a percentage of Total Revenue.<br>Why we use it: This measure sets out profitability derived from<br>operating activities before the impact of finance costs and tax.<br>It is a key performance measure of the overall quality of the<br>operations of the business.<br>Limitations: Operating Margin excludes the impact of financing<br>costs and therefore should not be regarded as a full picture<br>of revenue performance.<br>EBITDA<br> Reconciliation,<br>see page 59.<br>Definition: Reported Profit before tax after adding back Net<br>finance expense, results from joint ventures and associates,<br>and charges for Depreciation, amortisation and impairment.<br>Why we use it: EBITDA allows us to understand our baseline<br>profitability, removing any ‘non-operational’ expenses and<br>non-cash items that are not considered by management<br>to be reflective of the underlying performance of the Group.<br>Limitations: EBITDA does not take account of the cost<br>of investment to generate revenues, hence is not always<br>the best indicator of performance.<br>Cash flow and liquidity<br>Net debt<br> Reconciliation,<br>see page 61.<br>Definition: Interest-bearing loans and borrowings and Lease<br>liabilities, net of Cash and cash equivalents, Other investments<br>and Net derivative financial instruments.<br>Why we use it: Net debt is a measure that provides valuable<br>additional information regarding the Group’s net financial<br>liabilities and is a measure commonly used by investors and<br>rating agencies. It facilitates the tracking of one of our key<br>financial priorities: deleveraging.<br>1 Effective 1 January 2025, the Group has replaced the measure ‘Product Sales Gross Margin’ with the measure ‘Gross Margin’. Previously, the measure excluded margin related<br>to Alliance Revenue and Collaboration Revenue. The new measure is calculated using Gross profit as a percentage of Total Revenue, thereby encompassing all revenue categories,<br>and is intended to provide a more comprehensive measure of total performance.<br>Non-GAAP measures: definitions continued<br>AstraZeneca Annual Report & Form 20-F Information 2025 54<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Review<br>Financial Review continued
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2025 Reconciliation of Reported results to Core results<br>2025<br>Reported<br>$m<br>Restructuring<br>costs<br>$m<br>Intangible<br>asset<br>amortisation<br>and<br>impairments<br>$m<br>Other1<br>$m<br>2025<br>Core2<br>$m<br>Core 2025 compared with<br>Core 20242<br>Actual<br>growth<br>%<br>CER<br>growth<br>%<br>Gross profit 48,106 (138) 32 30 48,030 8 7<br>Gross Margin3 % 82 82 – -1pp<br>Distribution expense (579) – – – (579) 4 4<br>Research and development expense (14,232) 171 236 3 (13,822) 13 12<br>Selling, general and administrative expense (19,933) 209 4,059 131 (15,534) 3 3<br>Other operating income and expense 381 (5) – 7 383 54 55<br>Operating profit 13,743 237 4,327 171 18,478 9 9<br>Operating Margin % 23 31 – –<br>Net finance expense (1,334) – – 242 (1,092) (7) (6)<br>Taxation (2,169) (68) (825) (108) (3,170) 6 5<br>Basic earnings per share ($) 6.60 0.11 2.26 0.19 9.16 12 11<br>2024 Reconciliation of Reported results to Core results<br>2024<br>Reported<br>$m<br>Restructuring<br>costs<br>$m<br>Intangible<br>asset<br>amortisation<br>and<br>impairments<br>$m<br>Other1<br>$m<br>2024<br>Core2<br>$m<br>Core 2024 compared with<br>Core 20232<br>Actual<br>growth<br>%<br>CER<br>growth<br>%<br>Gross profit 43,866 569 32 5 44,472 18 20<br>Gross Margin3 % 81 82 – –<br>Distribution expense (555) – – – (555) 3 5<br>Research and development expense (13,583) 275 1,090 7 (12,211) 19 19<br>Selling, general and administrative expense (19,977) 312 4,286 351 (15,028) 9 11<br>Other operating income and expense 252 (2) – – 250 (81) (81)<br>Operating profit 10,003 1,154 5,408 363 16,928 16 22<br>Operating Margin % 18 31 – –<br>Net finance expense (1,284) – – 115 (1,169) 19 15<br>Taxation (1,650) (219) (1,044) (88) (3,001) 31 38<br>Basic earnings per share ($) 4.54 0.60 2.82 0.25 8.21 13 19<br>1 See Excluded from Core results table below for further details of other adjustments. 2 Each of the measures in the Core columns is a non-GAAP measure. 3 Refer to page 54 for details on the ‘Gross Margin’ measure which has replaced ‘Product Sales Gross Margin’ effective from 1 January 2025.<br>Excluded from Core results<br>Restructuring costs • Restructuring costs totalling $237 million (2024: $1,154 million) mainly comprise those incurred on the PAAGR of $232 million<br>(2024: $1,115 million).<br>Intangible asset<br>amortisation and<br>impairments<br>• Amortisation totalling $4,109 million (2024: $3,839 million) relating to intangible assets, except those related to IT. Intangible<br>impairment charges were $218 million (2024: $1,569 million), excluding those related to IT and other intangibles. Further details<br>relating to intangible asset amortisation and impairments are included in Note 11 to the Financial Statements from page 151.<br>Other • Other adjustments, excluding taxation adjustments, amounted to $413 million (2024: $478 million).<br>• Other adjustments to Reported Selling, general and administrative (SG&A) expense were $131 million (2024: $351 million),<br>primarily $223 million relating to legal costs and income from net fair value adjustments to contingent consideration balances<br>of $97 million (2024: expense of $311 million). See Note 20 to the Financial Statements from page 160 for details on contingent<br>consideration balances, and Note 30 from page 181 for information on legal proceedings ongoing as of 31 December 2025.<br>• Other adjustments to Reported Net finance expense of $242 million (2024: $115 million) include discount unwind charges<br>on liabilities arising from business combinations and on liabilities resulting from the Enhertu collaboration agreement.<br>• Other adjustments to Reported Taxation amounted to $108 million (2024: $88 million).<br>AstraZeneca Annual Report & Form 20-F Information 2025 55<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Review
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In 2025, we succeeded in delivering<br>16 blockbuster drugs. Our five largest selling<br>products in the year were Farxiga<br>($8,492 million), Tagrisso ($7,254 million),<br>Imfinzi ($6,063 million), Ultomiris<br>($4,718 million) and Calquence<br>($3,518 million).<br>Total Revenue<br>Total Revenue for 2025 was up 9% (CER:<br>8%) to $58,739 million, comprising Product<br>Sales of $55,573 million, up 9% (CER: 9%),<br>Alliance Revenue of $3,067 million,<br>an increase of 39% (CER: 38%), and<br>Collaboration Revenue of $99 million,<br>a decrease of 89% (CER: 89%).<br>Product Sales<br>2025<br>$m<br>2024<br>$m<br>Actual<br>growth<br>%<br>CER<br>growth<br>% Commentary1<br>Product Sales by Therapy Area<br>Oncology 23,698 20,275 17 16 +<br>+<br>+<br>+<br>Tagrisso sales increase by 10% (CER: 10%) reflecting strong<br>demand growth across all indications and key regions.<br>Imfinzi Product Sales increased by 29% (CER: 28%) due<br>to new launch indications in bladder cancer and lung cancer.<br>Calquence continued its growth with an increase of 12%<br>(CER: 12%), driven by sustained leadership in front-line CLL.<br>Lynparza Product Sales increased by 7% (CER: 6%) due to<br>sustained global PARP inhibitor market leadership across<br>four tumour types.<br>CVRM 12,764 12,448 3 2 +<br>-<br>Farxiga sales increased by 10% (CER: 9%), driven by heart<br>failure and CKD indications despite generic competition<br>in some markets.<br>Brilinta sales decreased by 38% (CER: 38%) driven by<br>generic entry in the US and Europe in the first half of 2025.<br>R&I 8,167 7,416 10 10 + Fasenra increased by 17% (CER: 16%) due to expanded<br>severe eosinophilic asthma market share, further fuelled<br>by first wave market launches for EGPA indication.<br>V&I 846 1,058 (20) (20) - Synagis decreased by 35% (CER: 34%) due to competition<br>from Beyfortus.<br>Rare Disease 9,126 8,668 5 5 +<br>+<br>Ultomiris increased by 20% (CER: 19%) due to increasing<br>patient demand and further conversion from Soliris.<br>Strensiq increased by 19% (CER: 18%) due to continued<br>patient demand and geographic expansion.<br>Other Medicines 972 1,073 (9) (8)<br>Total 55,573 50,938 9 9<br>2025<br>$m<br>2024<br>$m<br>Actual<br>growth<br>%<br>CER<br>growth<br>% Commentary1<br>Product Sales by geographical area<br>US 23,444 21,655 8 8 +<br>+<br>+<br>Continued growth of our Oncology medicines.<br>Tagrisso increased by 11% due to underlying demand growth.<br>Imfinzi increased 35% due to demand growth across all<br>indications, particularly new launches.<br>Emerging Markets 15,056 13,535 11 13 +<br>+<br>Growth in Oncology and CVRM, driven by Tagrisso,<br>up 12% (CER: 14%), and Forxiga, up 17% (CER: 18%).<br>Ex-China Emerging Markets grew by 18% (CER: 21%),<br>with continued increases in Oncology and Farxiga.<br>Europe 12,021 10,848 11 7 + Growth due to Oncology momentum, driven primarily<br>by Tagrisso.<br>Established RoW 5,052 4,900 3 3 + Sales increased across all regions driven by strong Oncology<br>performance and Ultomiris growth due to continued conversion<br>from Soliris and strong demand following new launches.<br>Total 55,573 50,938 9 9<br>1 In the commentary above, the plus and minus symbols denote the directional impact of the item being discussed, e.g. a ‘+’ symbol beside an Oncology comment indicates that the item<br>resulted in an increase in the Oncology Product Sales relative to the prior year period.<br>AstraZeneca Annual Report & Form 20-F Information 2025 56<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Review<br>Financial Review continued
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Alliance Revenue 2025<br>$m<br>2024<br>$m<br>Enhertu 1,798 1,437<br>Tezspire 673 436<br>Beyfortus 422 237<br>Datroway 77 –<br>Other royalty income 92 91<br>Other Alliance Revenue 5 11<br>Total Alliance Revenue 3,067 2,212<br>Collaboration Revenue 2025<br>$m<br>2024<br>$m<br>Farxiga: sales milestones 87 56<br>Lynparza: sales milestone – 600<br>Beyfortus: sales milestones – 167<br>Koselugo: sales milestone – 100<br>Other Collaboration Revenue 12 –<br>Total Collaboration Revenue 99 923<br>Amgen is shown as additional cost of sales.<br>In the US, where Amgen is recognising<br>sales, AstraZeneca records its share of<br>gross profit as Alliance Revenue.<br>Beyfortus (Sanofi)<br>In March 2017, AstraZeneca entered into<br>an alliance with Sanofi to develop and<br>commercialise Beyfortus jointly. Under the<br>terms of the global agreement, Sanofi made<br>an upfront payment of €120 million and agreed<br>to pay up to €495 million upon achievement<br>of certain development and sales-related<br>milestones. All costs and profits are shared<br>equally. The US element of this collaboration<br>was subject to a participation agreement<br>with Sobi, effective from January 2019 until<br>April 2023, at which point there was an update<br>to the contractual relationships between<br>AstraZeneca, Sobi and Sanofi relating to the<br>future sales of Beyfortus. Alliance Revenue<br>includes AstraZeneca’s 50% share of gross<br>profits on sales of Beyfortus in major markets<br>outside the US.<br>Collaboration Revenue<br>Collaboration Revenue, consisting of upfront<br>payments and event-triggered milestones,<br>decreased in the year by 89% (CER: 89%)<br>to $99 million. Details of our significant<br>business development transactions which<br>give rise to Collaboration Revenue are<br>given below.<br>Lynparza/Koselugo (MSD)<br>In July 2017, the Group announced a global<br>strategic oncology collaboration with Merck<br>& Co., Inc., known as Merck in the US and<br>Canada, and MSD in other territories (MSD),<br>to co-develop and co-commercialise<br>AstraZeneca’s Lynparza for multiple cancer<br>types and Koselugo for neurofibromatosis<br>type 1. As part of the agreement, MSD agreed<br>to pay AstraZeneca up to $8.5 billion in total<br>consideration, including $1.6 billion upfront,<br>$750 million for certain licence options and<br>up to $6.2 billion contingent upon successful<br>achievement of future regulatory and<br>sales-related milestones. Of the $1.6 billion<br>upfront payment, $1.0 billion was recognised<br>as Collaboration Revenue on deal completion<br>in 2017, with the remaining $0.6 billion deferred<br>to the balance sheet, virtually all of which has<br>been released to the Consolidated Statement<br>of Comprehensive Income as at 31 December<br>2025. In August 2025, the contractual<br>arrangements between AstraZeneca and MSD<br>were updated and simplified relating to the<br>global development and commercialisation<br>of Koselugo, an oral, selective mitogen-activated protein kinase (MEK) inhibitor.<br>Under the updated arrangements<br>AstraZeneca will fully recognise the costs,<br>revenues and profits of Koselugo globally.<br>MSD received an upfront payment of<br>$150 million and will receive deferred<br>payments totalling up to $400 million.<br>In addition, MSD is eligible to receive up to<br>$175 million in potential approval milestones<br>and up to $235 million in sales milestone<br>payments, plus single-digit royalties based<br>on sales. Prior to the updated arrangements,<br>AstraZeneca fully recognised the revenues<br>of Koselugo but shared equally pre-tax<br>profits and losses of the product with MSD.<br>AstraZeneca records all product sales for<br>Lynparza, with the share of gross profits<br>due to MSD under the collaboration being<br>recorded under Cost of sales. Additionally,<br>AstraZeneca recognises Collaboration<br>Revenue relating to regulatory milestones<br>and sales-related milestones.<br>• Prior to 2025, since the start of the<br>agreement, we have recognised<br>Collaboration Revenue totalling<br>$3,810 million, comprising $750 million<br>resulting from the exercise of options,<br>$2,100 million in respect of sales-related<br>milestones and $960 million in respect<br>of regulatory milestones.<br>Beyfortus (Sanofi)<br>Details of this business development<br>transaction are summarised in the Alliance<br>Revenue section on this page.<br>• Prior to 2025, since the start of the<br>agreement, we have recognised<br>Collaboration Revenue totalling<br>$451 million, comprising $127 million<br>(€120 million) of upfront consideration,<br>$130 million (€120 million) in respect of<br>regulatory milestones, and $194 million<br>(€175 million) in respect of sales-related<br>milestones.<br>Alliance Revenue<br>Alliance Revenue, comprising our share of<br>gross profits, share of revenues and royalties,<br>increased in the year by 39% (CER: 38%),<br>to $3,067 million, including $1,798 million<br>from Enhertu and $673 million from Tezspire,<br>which achieved blockbuster status in 2024.<br>Details of our significant business development<br>transactions which give rise to Alliance<br>Revenue are given below.<br>Enhertu and Datroway (Daiichi Sankyo)<br>In March 2019, AstraZeneca entered into an<br>alliance with Daiichi Sankyo to develop and<br>commercialise Enhertu for multiple cancer<br>types. In July 2020, AstraZeneca entered<br>into an alliance with Daiichi Sankyo to develop<br>and commercialise Datroway, a TROP2-<br>directed ADC. In markets where Daiichi Sankyo<br>is selling the products, AstraZeneca is<br>entitled to receive a royalty (in Japan)<br>or a share of costs and income (in other<br>territories). Share of gross profits and royalty<br>income from Daiichi Sankyo are recognised<br>as Alliance Revenue. Enhertu launched in<br>the US in December 2019. Datroway<br>launched in Japan in March 2025.<br>Tezspire (Amgen)<br>In 2012, AstraZeneca entered into a<br>collaboration agreement with Amgen to<br>co-develop and co-commercialise five<br>development stage programmes. Of these,<br>only Tezspire remains in the collaboration.<br>A second active molecule (AZD8630) was<br>added in 2021. Manufacturing will be<br>undertaken by Amgen, while commercialisation<br>activity will be undertaken either jointly,<br>or by AstraZeneca or Amgen individually,<br>dependent on the market and on the agreed<br>terms. AstraZeneca recognises 100% of the<br>sales as principal in all markets other than<br>the US, as well as 100% of the associated<br>cost of sales. In markets other than the US,<br>where AstraZeneca is recognising sales,<br>the share of gross margin payable to<br>AstraZeneca Annual Report & Form 20-F Information 2025 57<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Review
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Key elements of financial performance in 2025<br>Reported<br>$m<br>Actual<br>growth<br>%<br>CER<br>growth<br>%<br>Core<br>$m<br>Actual<br>growth<br>%<br>CER<br>growth<br>% Commentary1<br>Gross profit 48,106 10 9 48,030 8 7 +<br>-<br>-<br>-<br>Positive effects from geographic mix.<br>Negative product mix effects from rising<br>contributions of products with share of gross<br>profit arrangements.<br>Pricing adjustments, for example to sales<br>reimbursed by the Medicare Part D programme<br>in the US, diluted the Gross Margin.<br>Royalty buyout expenses of $235 million,<br>incurred in the fourth quarter of 2025.<br>Gross Margin % 82 +1pp +1pp 82 – -1pp<br>Research and development<br>expense<br>(14,232) 5 4 (13,822) 13 12 +<br>+<br>+<br>-<br>Positive data read-outs for high-value<br>pipeline opportunities that have ungated<br>large late-stage trials.<br>Investments in platforms, new technology<br>and capabilities to enhance R&D capabilities.<br>Additions from business development.<br>Reported R&D expense impacted by<br>intangible asset impairments of $210 million<br>(2024: $1,065 million).<br>Selling, general and<br>administrative expense<br>(19,933) – (1) (15,534) 3 3 +<br>-<br>Market development activities for launches<br>and to support continued growth in existing<br>brands.<br>Prior year Reported SG&A expense included<br>an impairment charge of $504 million<br>recorded against the Andexxa intangible asset.<br>Other operating income<br>and expense<br>381 52 53 383 54 55 • Consists primarily of royalties and an upfront<br>fee on a divestment.<br>Operating profit 13,743 37 36 18,478 9 9 + Operating profit increase driven by factors<br>discussed above, Reported Operating profit<br>was negatively impacted in prior year by<br>intangible asset impairments.<br>Operating Margin % 23 +5pp +5pp 31 – –<br>Net finance expense (1,334) 4 5 (1,092) (7) (6) - Core Net finance expense decreased<br>principally due to changes in interest on tax,<br>with movements in borrowing expenses<br>broadly offset by lower interest income on<br>cash balances.<br>Profit before tax 12,402 43 40 17,379 10 10 • Core pre-tax adjustments amounted to<br>$4,977 million in 2025 (2024: $7,040 million),<br>comprising $4,735 million adjustments to<br>Reported Operating profit (2024: $6,925<br>million) and $242 million to Reported Net<br>finance expense (2024: $115 million).<br>Tax rate % 18 18<br>Basic earnings per share ($) 6.60 45 43 9.16 12 11<br>1 In the commentary above, the plus and minus symbols denote the directional impact of the item being discussed, e.g. a ‘+’ symbol beside an R&D expense comment indicates that the<br>item resulted in an increase in the R&D expense relative to the prior year period.<br>AstraZeneca Annual Report & Form 20-F Information 2025 58<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Review<br>Financial Review continued
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Restructuring<br>Post Alexion Acquisition Group Review<br>(PAAGR)<br>In conjunction with the acquisition of Alexion<br>in 2021, the enlarged Group initiated a<br>comprehensive review, aimed at integrating<br>systems, structure and processes, optimising<br>the global footprint and prioritising resource<br>allocations and investments. Except as<br>referenced below, these activities are<br>expected to be substantially complete<br>by the end of 2026.<br>During 2023, the Group identified all<br>remaining activities and finalised the scope<br>of the programme. During 2025, the Group<br>undertook an assessment of the planned<br>activities within the PAAGR programme,<br>this resulted in a decrease of $0.4 billion<br>in expected one-time restructuring costs,<br>bringing the total expected costs to $4.0 billion,<br>of which approximately $2.8 billion are cash<br>costs and $1.2 billion are non-cash costs,<br>and capital investments of approximately<br>$2.2 billion.<br>The PAAGR programme includes the<br>commencement of work on the planned<br>upgrade of the Group’s Enterprise Resource<br>Planning (ERP) IT systems (Axial Project),<br>which is expected to be substantially<br>complete by the end of 2030, resulting<br>in capital investments for software assets<br>of $1.3 billion and one-time restructuring<br>cash costs of $0.5 billion, over the full<br>course of the project.<br>Run-rate pre-tax benefits, before<br>reinvestment, are now expected to be<br>approximately $2.2 billion by the end<br>of 2026. In line with established practice,<br>restructuring costs will be excluded from<br>our Core (non-GAAP) financial measures.<br>In 2025, the Group has recorded<br>restructuring charges of approximately<br>$0.2 billion in relation to the PAAGR (2024:<br>$1.1 billion), bringing the cumulative charges<br>to date under this programme to $3.4 billion.<br>As at 31 December 2025, the PAAGR has<br>realised annual run-rate pre-tax benefits,<br>before reinvestment, of $1.9 billion.<br>Other programmes<br>Legacy programmes include the centralisation<br>of our global R&D footprint. Net costs for<br>legacy programmes in 2025 were $6 million<br>(2024: $39 million).<br>The aggregate restructuring charge incurred<br>in 2025 across all our restructuring<br>programmes was $237 million (2024:<br>$1,154 million). Final estimates for programme<br>costs, benefits and headcount impact in all<br>functions are subject to completion of the<br>requisite consultation in the various areas.<br>Our priority, as we undertake these<br>restructuring initiatives, is to work with<br>our affected employees on the proposed<br>changes, acting in accordance with relevant<br>local consultation requirements and<br>employment law.<br>Taxation<br>The Reported and Core tax rates for the year<br>were both 18%.<br>The income tax paid for the year was<br>$2,845 million (2024: $2,750 million).<br>This was $676 million higher than the<br>Reported tax charge for the year, which<br>benefited from a net deferred tax credit<br>of $164 million (2024: $795 million), related<br>to updates to estimates of prior period tax<br>liabilities, payment of prior period tax<br>liabilities, and the timing differences for cash<br>payments. Additional information on these<br>items is contained in Note 5 to the Financial<br>Statements from page 144.<br>We pay corporate income taxes, customs<br>duties, excise taxes, stamp duties, employment,<br>environmental and many other business<br>taxes in all jurisdictions in which we operate.<br>We also collect and pay employee taxes and<br>other indirect taxes such as value-added tax<br>in these jurisdictions.<br>Total comprehensive income<br>Total comprehensive income increased by<br>$6,695 million to $12,936 million in 2025.<br>Other comprehensive income, net of tax, was<br>$2,703 million, an increase of $3,503 million.<br>This income was primarily driven by foreign<br>exchange gains arising on consolidation of<br>$2,387 million (2024: losses of $957 million).<br>Reconciliation of Reported Profit before tax to EBITDA<br>2025<br>$m<br>2024<br>$m<br>Actual<br>growth<br>%<br>CER<br>growth<br>%<br>Reported Profit before tax 12,402 8,691 43 40<br>Net finance expense 1,334 1,284 4 5<br>Share of after tax losses of joint ventures<br>and associates 7 28 (74) (77)<br>Depreciation, amortisation and impairment 5,733 6,688 (14) (15)<br>EBITDA 19,476 16,691 17 16<br> For more information regarding the<br>AstraZeneca tax policy, see our<br>website, www.astrazeneca.com.<br>AstraZeneca Annual Report & Form 20-F Information 2025 59<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Review
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Cash flow and liquidity – for the year<br>ended 31 December 2025<br>Net cash generated from operating activities<br>was $14,575 million (2024: $11,861 million).<br>This primarily reflects an underlying<br>improvement in business performance.<br>Net investment cash outflows were<br>$7,225 million (2024: $8,353 million).<br>Investment cash outflows for 2025 include:<br>• Payments of contingent consideration<br>from business combinations of<br>$1,164 million (2024: $1,008 million),<br>including $1,054 million paid to Bristol-Myers Squibb Company (BMS) in respect<br>of a share of the diabetes alliance.<br>• $3,095 million (2024: $2,662 million)<br>for the purchase of intangible assets,<br>including $388 million of sales-related<br>milestones and $300 million of regulatory<br>milestones paid to Daiichi Sankyo in<br>respect of Enhertu, $501 million relating<br>to the CinCor asset acquisition and<br>$425 million for the EsoBiotec asset<br>acquisition.<br>• $66 million (2024: $2,771 million)<br>for the acquisition of subsidiaries,<br>net of cash acquired.<br>Investment cash inflows include:<br>• $136 million (2024: $123 million) from<br>the sale of intangible assets.<br>Net cash distributions to shareholders were<br>$5,452 million (2024: $4,672 million), including<br>proceeds from the issue of share capital of<br>$40 million (2024: $38 million) less dividends<br>paid of $4,971 million (2024: $4,629 million)<br>and own shares purchased by the Employee<br>Benefit Trust of $521 million (2024: $81 million).<br>Summary cash flows 2025<br>$m<br>2024<br>$m<br>Net debt brought forward at 1 January (24,570) (22,510)<br>Profit before tax 12,402 8,691<br>Sum of changes in interest, depreciation, amortisation, impairment and<br>share of after tax losses on joint ventures and associates 7,074 8,000<br>Decrease in working capital and short-term provisions (1,137) (893)<br>Tax paid (2,845) (2,750)<br>Interest paid (1,316) (1,313)<br>Gains on disposal of intangible assets (168) (64)<br>Fair value movements on contingent consideration arising from business<br>combinations (97) 311<br>Non-cash and other movements 662 (121)<br>Net cash available from operating activities 14,575 11,861<br>Purchase of intangibles, net of disposals (2,959) (2,539)<br>Acquisition of subsidiaries, net of cash acquired (66) (2,771)<br>Share-based payments attributable to business combinations – (3)<br>Payment of contingent consideration from business combinations (1,164) (1,008)<br>Other capital expenditure (net) (3,036) (2,032)<br>Investments (7,225) (8,353)<br>Dividends (4,971) (4,629)<br>Own shares purchased by Employee Benefit Trust (521) (81)<br>Proceeds from the issue of share capital 40 38<br>Distributions (5,452) (4,672)<br>Repayment of obligations under leases (372) (316)<br>Payment of Acerta Pharma share purchase liability – (833)<br>Other movements (330) 253<br>Net debt carried forward at 31 December (23,374) (24,570)<br>AstraZeneca Annual Report & Form 20-F Information 2025 60<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Review<br>Financial Review continued
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Bonds<br>No bonds were issued in 2025.<br>In November 2025, AstraZeneca repaid<br>a 3.375% fixed rate bond of $2,000 million.<br>In March 2024, AstraZeneca issued<br>$5,000 million of USD bonds and, in August<br>2024, AstraZeneca issued $1,517 million<br>of EUR bonds with a notional face value<br>of €1,400 million.<br>In 2024, AstraZeneca repaid floating rate<br>bank loans of $2,000 million, which matured<br>in July 2024 and a $1,600 million USD bond,<br>which matured in May 2024. $1,026 million<br>was also repaid in respect of a EUR bond,<br>with a notional face value of €900 million,<br>which was held in a cash flow hedge and<br>matured in May 2024.<br>Net debt<br>Net debt at 31 December 2025 was<br>$23,374 million (2024: $24,570 million).<br>At 31 December 2025, gross debt (interest-bearing loans and borrowings) was<br>$29,622 million (2024: $30,295 million).<br>Of the gross debt outstanding, $3,486 million<br>is due within one year (2024: $2,676 million).<br>At 31 December 2025, Cash and cash<br>equivalents and Other investments totalled<br>$5,741 million (2024: $5,654 million).<br>The Group maintains committed bank facilities<br>to manage liquidity. At 31 December 2025,<br>the Group held $4,875 million of such<br>facilities with a maturity date of April 2030.<br>In January 2026, the maturity of these<br>facilities was extended by one year<br>to April 2031. These facilities contain<br>no covenants and were undrawn at<br>31 December 2025. The Group regularly<br>monitors the credit standing of the banks<br>providing the facilities and currently does<br>not anticipate any issue with drawing<br>on the committed facilities should this be<br>necessary. Advances under these facilities<br>currently bear an interest rate per annum<br>based on SOFR (Secured Overnight<br>Financing Rate) plus a margin.<br>Bonds issued in 2025 and 2024<br>Repayment<br>dates<br>Face value<br>of bond<br>$m<br>Net book<br>value of<br>bond at<br>31 December<br>2025<br>$m<br>Bonds issued in 2024:<br>4.8% USD bond 2027 1,250 1,248<br>4.85% USD bond 2029 1,250 1,247<br>3.121% EUR bond 2030 704 764<br>4.9% USD bond 2031 1,000 995<br>3.278% EUR bond 2033 813 870<br>5.0% USD bond 2034 1,500 1,490<br>Total 2024 6,517 6,614<br>Net debt reconciliation 2025<br>$m<br>2024<br>$m<br>Cash and cash equivalents 5,711 5,488<br>Other investments1 30 166<br>Cash and investments 5,741 5,654<br>Overdraft and short-term borrowings (644) (330)<br>Lease liabilities (1,803) (1,452)<br>Current instalments of loans and borrowings (2,460) (2,007)<br>Loans due after one year (24,715) (26,506)<br>Loans and borrowings (29,622) (30,295)<br>Net derivative financial instruments 507 71<br>Net debt2 (23,374) (24,570)<br>1 Other investments exclude non-current investments, which are included within the balance of $2,223 million<br>(2024: $1,632 million) in the Consolidated Statement of Financial Position on page 126. 2 The equivalent GAAP measure to Net debt is ‘liabilities arising from financing activities’, which excludes the<br>amounts for cash and overdrafts, other investments and non-financing derivatives shown above.<br>Payments due by period<br>Less than<br>1 year<br>$m<br>1-3 years<br>$m<br>3-5 years<br>$m<br>Over<br>5 years<br>$m<br>Total<br>2025<br>$m<br>Total<br>2024<br>$m<br>Bank loans and other<br>borrowings1 4,164 7,881 7,266 16,906 36,217 38,184<br>Lease liabilities 382 657 334 430 1,803 1,452<br>Contracted capital<br>expenditure 1,420 276 29 2 1,727 1,575<br>Total 5,966 8,814 7,629 17,338 39,747 41,211<br>1 Bank loans and other borrowings include interest charges payable in the period, as detailed in Note 28 to the Financial<br>Statements from page 171.<br>AstraZeneca Annual Report & Form 20-F Information 2025 61<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Review
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In December 2024, the intangible asset<br>relating to the product in development,<br>FPI-2059, was fully impaired by $165 million<br>due to portfolio prioritisation decisions.<br>Development of FPI-2265 and AZD2068 are<br>still ongoing and continue to be a priority.<br>Gracell<br>In February 2024, AstraZeneca completed<br>the acquisition of Gracell Biotechnologies<br>Inc. (Gracell), a global clinical-stage<br>biopharmaceutical company developing<br>innovative cell therapies for the treatment<br>of cancer and autoimmune diseases. The<br>purchase price allocation review has been<br>completed. The total consideration fair value<br>of $1,037 million includes cash consideration<br>of $983 million and future regulatory<br>milestone-based consideration of $54 million.<br>Intangible assets of $1,038 million and<br>goodwill of $136 million were recognised<br>in the acquisition balance sheet, as well<br>as a net deferred tax liability of $260 million.<br>AstraZeneca acquired the cash and cash<br>equivalents on Gracell’s balance sheet,<br>which totalled $209 million at the close of<br>the transaction. Gracell’s results have been<br>consolidated into the Group’s results from<br>22 February 2024.<br>The acquisitions have been accounted for as<br>business combinations using the acquisition<br>method of accounting in accordance with<br>IFRS 3 ‘Business Combinations’.<br>Acquisitions treated as asset acquisitions<br>SixPeaks Bio<br>In October 2025, AstraZeneca, by exercise<br>of an option, completed the acquisition of<br>the remaining share capital of SixPeaks Bio<br>AG (SixPeaks), following an initial investment<br>of $15 million made in 2024. $170 million was<br>paid on closing, $30 million to be paid after<br>two years and up to a further $100 million<br>is payable on achievement of regulatory<br>milestones. SixPeaks is investigating<br>potential therapies for weight-management<br>with the aim of preserving lean muscle mass.<br>EsoBiotec<br>In May 2025, AstraZeneca completed the<br>acquisition of EsoBiotec SA (EsoBiotec),<br>a biotechnology company pioneering in vivo<br>cell therapies that has demonstrated<br>promising early clinical activity. The<br>EsoBiotec Engineered NanoBody Lentiviral<br>(ENaBL) platform uses highly targeted<br>lentiviruses to deliver genetic instructions<br>to specific immune cells, with potential use<br>in oncology and immune-mediated diseases.<br>AstraZeneca has acquired all outstanding<br>equity of EsoBiotec for a total consideration<br>of up to $978 million, on a cash and<br>debt-free basis. This includes an initial<br>payment of $425 million, and up to<br>$575 million in contingent consideration<br>based on development and regulatory<br>milestones.<br>Amolyt<br>In July 2024, AstraZeneca completed the<br>acquisition of Amolyt Pharma SAS (Amolyt),<br>a clinical-stage biotechnology company<br>focused on developing novel treatments<br>for rare endocrine diseases. AstraZeneca<br>acquired all outstanding equity of Amolyt<br>with consideration of $857 million, principally<br>relating to $800 million of intangible assets<br>and $98 million of cash and cash equivalents.<br>Contingent consideration of up to<br>$250 million could be paid on achievement<br>of a regulatory milestone; this potential<br>liability would be recorded when the relevant<br>recognition event for a regulatory milestone<br>is achieved.<br>Icosavax<br>In February 2024, AstraZeneca completed<br>the acquisition of Icosavax, Inc. (Icosavax),<br>a US-based clinical-stage biopharmaceutical<br>company focused on developing<br>differentiated, high-potential vaccines using<br>an innovative, protein virus-like particle<br>platform. Consideration totalled $841 million,<br>principally relating to $639 million of intangible<br>assets, $141 million of cash and cash<br>equivalents and $51 million of marketable<br>securities. Contingent consideration of up<br>to $300 million could be paid on achievement<br>of regulatory and sales milestones; these<br>potential liabilities would be recorded<br>when the relevant recognition event for<br>a regulatory or sales milestone is achieved.<br>Commitments and contingencies<br>We have commitments and contingencies<br>which are accounted for in line with Group<br>Accounting Policies and are described in<br>Note 30 to the Financial Statements from<br>page 180.<br>We also have taxation contingencies. These<br>are described in Note 30 to the Financial<br>Statements from page 189.<br>Off balance sheet transactions and<br>commitments<br>We have no off balance sheet arrangements<br>and our derivative activities are<br>non-speculative. The table on page 61 sets<br>out our minimum contractual obligations<br>at the year end.<br>Research and development collaboration<br>payments<br>Details of future potential R&D collaboration<br>payments are also included in Note 30<br>to the Financial Statements from page 180.<br>As detailed in Note 30, payments to our<br>partners may not become payable due<br>to the inherent uncertainty in achieving the<br>development and revenue milestones linked<br>to the future payments. We may enter into<br>further collaboration projects in the future<br>that may include milestone payments and,<br>as certain milestone payments fail to<br>crystallise due to, for example, failure to<br>obtain regulatory approval, unfavourable<br>Financial position – 31 December 2025<br>All data in this section are on a Reported basis.<br>Acquisitions<br>In assessing whether an acquired set of assets<br>and activities is a business or an asset,<br>management will first elect whether to apply<br>an optional concentration test to simplify the<br>assessment. Where the concentration test<br>is applied, the acquisition will be treated as<br>the acquisition of an asset if substantially all<br>of the fair value of the gross assets acquired<br>(excluding cash and cash equivalents,<br>deferred tax assets and related goodwill)<br>is concentrated in a single asset or group<br>of similar identifiable assets. Where the<br>concentration test is not applied, or is not<br>met, a further assessment of whether the<br>acquired set of assets and activities is<br>a business will be performed.<br>Acquisitions treated as business<br>combinations<br>FibroGen China<br>In August 2025, AstraZeneca completed the<br>acquisition of FibroGen International (Hong<br>Kong) Limited (FibroGen China) and its<br>subsidiaries. The purchase price allocation<br>review has been completed. The total<br>consideration fair value was $221 million.<br>Upon closing, in August 2025, AstraZeneca<br>obtained all rights to roxadustat in China,<br>including manufacturing in China.<br>Fusion<br>In June 2024, AstraZeneca completed the<br>acquisition of Fusion Pharmaceuticals Inc.<br>(Fusion), a clinical-stage biopharmaceutical<br>company developing next-generation<br>radioconjugates. The purchase price<br>allocation review has been completed.<br>The total consideration fair value of<br>$2,195 million includes cash consideration<br>of $2,051 million and future regulatory<br>milestone-based consideration of<br>$144 million. Intangible assets of<br>$1,326 million and goodwill of $947 million<br>were recognised in the acquisition balance<br>sheet, as well as a net deferred tax liability<br>of $246 million. AstraZeneca acquired the<br>cash and cash equivalents on Fusion’s<br>balance sheet, which totalled $30 million<br>at the close of the transaction. Immediately<br>prior to the acquisition, AstraZeneca held an<br>approximate 1% shareholding in Fusion with<br>a fair value of $24 million. Fusion’s results<br>have been consolidated into the Group’s<br>results from 4 June 2024.<br> For full details of acquisitions,<br>see Note 27 to the Financial<br>Statements from page 170.<br> For further information,<br>see page 37 of the Business<br>Review.<br>AstraZeneca Annual Report & Form 20-F Information 2025 62<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Review<br>Financial Review continued
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Agreement with US Government<br>In October 2025, AstraZeneca announced<br>an agreement with the US administration<br>to lower the cost of prescription medicines<br>for American patients, see Our regions<br>on page 32 for further information.<br>Eccogene<br>In November 2023, AstraZeneca and<br>Eccogene entered into an exclusive licence<br>agreement for AZD5004, an investigational<br>oral once-daily GLP-1RA for the treatment<br>of obesity, type-2 diabetes and other<br>cardiometabolic conditions. Preliminary<br>results from the Phase I trial have shown<br>a differentiating clinical profile for AZD5004,<br>with good tolerability and encouraging<br>glucose and body weight reduction across<br>the dose levels tested compared to placebo.<br>Under the terms of the agreement, Eccogene<br>received an initial upfront payment of<br>$185 million and is eligible to receive up<br>to an additional $1.8 billion in future clinical,<br>regulatory, and commercial milestones and<br>tiered royalties. AstraZeneca is granted<br>exclusive global rights for the development<br>and commercialisation of AZD5004 for any<br>indication in all territories except China, where<br>Eccogene has the right to co-develop and<br>co-commercialise alongside AstraZeneca.<br>We determine these business development<br>transactions to be significant using a range<br>of factors. We look at the specific<br>circumstances of the individual arrangement<br>and apply several quantitative and qualitative<br>criteria. As we consider business<br>development transactions to be an extension<br>of our R&D strategy, the expected total value<br>of development payments under the<br>transaction and its proportion of our annual<br>R&D spend, both of which are proxies for<br>overall R&D effort and cost, are important<br>elements of the determination of the<br>significance. Other quantitative criteria we<br>apply include, without limitation, expected<br>levels of future sales, the possible value of<br>milestone payments and the resources used<br>for commercialisation activities (for example,<br>the number of staff). Qualitative factors we<br>consider include, without limitation, new<br>market developments, new territories, new<br>areas of research and strategic implications.<br>Capitalisation and shareholder return<br>Capitalisation<br>The total number of shares in issue at<br>31 December 2025 was 1,551 million (2024:<br>1,551 million). Shareholders’ equity increased<br>by $7,881 million to $48,667 million at the<br>year end. Non-controlling interests were<br>$52million (2024: $85 million).<br>Dividend and share repurchases<br>The Board has recommended a second<br>interim dividend of $2.17 (159.5 pence,<br>19.49 SEK) to be paid on 23 March 2026.<br>This brings the full-year dividend to $3.20<br>(236.2 pence, 29.30 SEK). Against Reported<br>EPS, the Group had a dividend cover ratio<br>of 2.06:1 in 2025 (2024: 1.46:1). Against Core<br>EPS, the Group had a dividend cover ratio<br>of 2.86:1 in 2025 (2024: 2.65:1). This dividend<br>is consistent with the progressive dividend<br>policy, by which, the Board intends to<br>maintain or grow the dividend each year.<br>The Board regularly reviews its distribution<br>policy and its overall financial strategy<br>to continue to strike a balance between<br>the interests of the business, our financial<br>creditors and our shareholders. Having<br>regard for business investment, funding the<br>progressive dividend policy and meeting our<br>debt service obligations, the Board currently<br>believes it is appropriate to continue the<br>suspension of the share repurchase<br>programme which was announced in 2012.<br>The Board reviews the level of distributable<br>reserves of the Parent Company annually<br>and aims to maintain distributable reserves<br>that provide adequate cover for dividend<br>payments. At 31 December 2025, all of the<br>Profit and loss account reserve of $14,461<br>million (2024: overwhelming majority of the<br>Profit and loss account reserve of $13,495<br>million) was available for distribution, subject<br>to filing these Financial Statements with<br>Companies House. When making a<br>distribution to shareholders, the Directors<br>determine profits available for distribution<br>by reference to guidance on realised and<br>distributable profits under the Companies<br>Act 2006 issued by the Institute of Chartered<br>Accountants in England and Wales and the<br>Institute of Chartered Accountants of<br>Scotland in April 2017.<br>The profits of the Parent Company have<br>been received in the form of receivables<br>due from subsidiaries. The availability of<br>distributable reserves in the Parent Company<br>is dependent on those receivables meeting<br>the definition of qualifying consideration<br>within the guidance, and in particular on<br>the ability of subsidiaries to settle those<br>receivables within a reasonable period of<br>time. The Directors consider that, based<br>on the nature of these receivables and the<br>available cash resources of the Group and<br>other accessible sources of funds, at<br>31 December 2025, the overwhelming<br>majority (2024: the overwhelming majority)<br>of the Company’s profit and loss reserves<br>were available for distribution.<br>data from key studies, adverse reactions<br>to the product candidate or indications<br>of other safety concerns, they may be<br>replaced by potential payments under<br>new collaborations.<br>Investments, divestments and<br>capital expenditure<br>We have completed more than 45 major<br>or strategically important business<br>development transactions over the past<br>three years. Our most significant business<br>development transactions include:<br>CSPC Pharmaceutical Group<br>In October 2024, AstraZeneca entered into<br>an exclusive licence agreement with CSPC<br>Pharmaceutical Group Ltd (CSPC) to<br>advance the development of an early-stage,<br>novel small molecule Lipoprotein (a) (Lp(a))<br>disruptor that has the potential to offer<br>additional benefits for patients with<br>dyslipidaemia. This further strengthens the<br>Group’s cardiovascular portfolio to help<br>address the major risk factors driving chronic<br>cardiovascular (CV) disease. Under the terms<br>of the agreement, AstraZeneca will receive<br>access to CSPC’s preclinical candidate small<br>molecule, YS2302018, an oral Lp(a) disruptor,<br>with the aim of developing this as a novel<br>lipid-lowering therapy with potential in a<br>range of CV disease indications, alone or in<br>combination, including with AstraZeneca’s<br>oral small molecule PCSK9 inhibitor, AZD0780.<br>CSPC received an upfront payment of<br>$100 million and is eligible to receive up<br>to $1,920 million for further development,<br>regulatory and commercialisation<br>milestones, plus tiered royalties.<br>In June 2025, AstraZeneca entered a strategic<br>research collaboration with CSPC to discover<br>and develop preclinical candidates for<br>multiple targets with the potential to treat<br>diseases across chronic indications, including<br>a preclinical small molecule oral therapy for<br>immunological diseases. CSPC’s research<br>will utilise its AI-driven, dual-engine efficient<br>drug discovery platform. CSPC received an<br>upfront payment of $110 million, and is also<br>eligible to receive up to $1,620 million in<br>potential development milestone payments<br>and up to $3,600 million in sales milestone<br>payments, plus potential single-digit royalties<br>based on annual net sales of the products.<br>AstraZeneca will have rights to exercise<br>options for exclusive licences to develop<br>and commercialise worldwide candidates<br>identified under this agreement.<br>US investment plans<br>For more information regarding the<br>expansion of our US manufacturing<br>footprint in Virginia and Maryland, see<br>Operations on page 33.<br> For more information regarding<br>Dividends, see Note 25 to the<br>Financial Statements on<br>page 169.<br>AstraZeneca Annual Report & Form 20-F Information 2025 63<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Review
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Financial risk management<br>Financial risk management policies<br>Our risk management processes are described<br>in the Risk Overview from page 47. These<br>processes enable us to identify risks that can<br>be partly or entirely mitigated through the<br>use of insurance. We focus our insurance<br>resources on the most critical areas, or<br>where there is a legal requirement, and<br>where we can get the best value for money<br>through captive, structured and traditional<br>insurance placements.<br>Treasury<br>The principal financial risks to which we<br>are exposed are those arising from liquidity,<br>interest rates, foreign currency and credit.<br>We have a centralised treasury function<br>to manage these risks in accordance with<br>Board-approved policies. Note 28 to the<br>Financial Statements from page 171 sets out<br>the relevant policies and the way we manage<br>these risks and our capital management<br>objectives, as well as a sensitivity analysis<br>of the Group’s exposure to exchange rate<br>and interest rate movements.<br>Strategic Report<br>The following sections make up the<br>Strategic Report, which has been prepared<br>in accordance with the requirements of the<br>Companies Act 2006:<br>• AstraZeneca at a Glance<br>• Chair’s Statement<br>• Chief Executive Officer’s Review<br>• Healthcare in a Changing World<br>• Our Purpose, Values and Business Model<br>• Our Strategy and Key Performance<br>Indicators<br>• Therapy Area Review<br>• Business Review<br>• Section 172(1) Statement<br>• Viability Statement<br>• Risk Overview<br>• Financial Review<br>• Sustainability Statement<br>and has been approved and signed<br>on behalf of the Board.<br>M S Bowden<br>Company Secretary<br>10 February 2026<br>Future prospects<br>As outlined earlier in this Annual Report,<br>our strategic priorities support delivery<br>of our Growth Through Innovation strategy,<br>detailed on page 10.<br>Full year 2026: additional commentary<br>Total Revenue is expected to increase<br>by a mid-to-high single-digit percentage.<br>Core EPS is expected to increase by a low<br>double-digit percentage.<br>The Core tax rate is expected to be between<br>18-22%.<br>The Group is unable to provide guidance on<br>a Reported basis because it cannot reliably<br>forecast material elements of the Reported<br>results, including any fair value adjustments<br>arising on acquisition-related liabilities,<br>intangible asset impairment charges and<br>legal settlement provisions. Please refer<br>to the Cautionary statement regarding<br>forward-looking statements on page 228.<br>Currency impact<br>If foreign exchange rates for February 2026<br>to December 2026 were to remain at the<br>average rates seen in January 2026, it is<br>anticipated that 2026 Total Revenue for the<br>year would benefit from a low single-digit<br>percentage positive impact compared to<br>performance at CER, and Core EPS growth<br>would be broadly similar to the growth<br>at CER.<br>This commentary represents management’s<br>current estimates and is subject to change.<br>See the Cautionary statement regarding<br>forward-looking statements on page 228.<br>For more information, see<br>Our Strategy and Key Performance<br>Indicators from page 10.<br>AstraZeneca Annual Report & Form 20-F Information 2025 64<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Review<br>Financial Review continued
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Corporate<br>Governance<br>Contents<br>Chair’s Introduction 66<br>Corporate Governance Overview 67<br>Board of Directors 68<br>Senior Executive Team (SET) 70<br>Corporate Governance Report 71<br>Nomination and Governance Committee Report 79<br>Science Committee Report 81<br>Sustainability Committee Report 82<br>Audit Committee Report 83<br>Directors’ Remuneration Report 90<br>AstraZeneca Annual Report & Form 20-F Information 2025 65<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Corporate Governance
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“The Board of Directors has a crucial role to<br>play in promoting the long-term success of any<br>company and I am grateful to my fellow Directors<br>for the part they have played in AstraZeneca’s<br>continued growth and many achievements.”<br>The Audit Committee has an important role<br>to play in monitoring the integrity of financial<br>and sustainability reporting, examining the<br>effectiveness of internal controls, risk<br>management and compliance. Key activities<br>in 2025 included consideration as well as<br>in-depth reviews related to our key risks,<br>which involved close monitoring of the<br>ongoing investigations by Chinese authorities<br>previously reported. The Committee also<br>paid particular attention to tariffs and pricing<br>negotiations with the US Government, and<br>the potential impact on the Group.<br>During the year, the Audit and Sustainability<br>Committees worked together on<br>developments in the reporting and regulatory<br>environment in relation to sustainability-related disclosures, which are reflected in<br>the content of this year’s Annual Report. The<br>Sustainability Committee also continued its<br>important work on the implementation and<br>communication of our sustainability strategy.<br>The Science Committee works on assuring<br>the quality of our science with a particular<br>focus during the year on our strategic<br>science capabilities, such as cell therapy<br>and precision medicines.<br>The Remuneration Committee focuses<br>on ensuring that our reward framework<br>supports AstraZeneca’s long‑term success<br>and worked closely with other Board<br>Committees to set transparent and stretching<br>performance targets that are aligned with<br>our strategy and in the best interest of our<br>shareholders. Diana Layfield, who has been<br>a Board member since 2020, joined the<br>Remuneration Committee in May.<br>Non-Executive Directors<br>In addition to welcoming Rene Haas and<br>Birgit Conix to the Board at the start of 2025,<br>Karen Knudsen joined as a Non-Executive<br>Director at the end of the AGM in April.<br>Karen is a globally-recognised cancer<br>scientist with broad executive experience<br>in oncology, and is well-positioned in respect<br>of the Board’s work. Karen’s deep knowledge<br>of the US healthcare industry and medical<br>academic environment also makes her<br>a great fit for AstraZeneca. At the same time<br>as joining the Board, Karen also became<br>a member of the Science and Sustainability<br>Committees, reflecting the broad contribution<br>she can make to AstraZeneca’s success.<br>At the same Meeting, we said goodbye to<br>Deborah DiSanzo and Andreas Rummelt,<br>who stood down as Non-Executive<br>Directors. On behalf of the whole Board,<br>I would like to thank them both for the<br>significant contributions they made to our<br>work, as well as the insights and experience<br>they brought to bear as Committee members.<br>Shareholders and other stakeholders<br>One of the Board’s important activities is to<br>engage with shareholders and consider the<br>interests of other stakeholders. I find this to<br>be a particularly valuable activity which, in<br>2025, included engagements and advocating<br>for AstraZeneca at the World Economic<br>Forum in Davos, Expo 2025 in Osaka and<br>Global Health Week in Abu Dhabi. I am<br>particularly energised by the passion,<br>dedication and creativity that is evident<br>whenever I meet AstraZeneca employees.<br>The Executive Directors and I also maintain<br>regular dialogue with investors to communicate<br>our strategy and our governance principles<br>which is why, once again, I look forward<br>to chairing our 2025 digitally-enabled AGM<br>in April and engaging with as many of you<br>as possible.<br>Michel Demaré<br>Chair<br>The Board<br>The Board is responsible for setting our<br>strategy and policies, overseeing risk and<br>corporate governance, and monitoring<br>progress towards meeting our objectives and<br>annual plans. In 2025, our decisions included<br>pipeline-strengthening transactions, as well<br>as approving the Group’s capital allocation,<br>including capital expenditures. This included<br>investments in new and expanded<br>manufacturing facilities in Virginia and<br>Maryland, US that form part of our planned<br>$50 billion investment in the US by 2030.<br>Harmonised listing<br>The strength, diversity and breadth of<br>experience of our Board was routinely<br>demonstrated during our deliberations,<br>none more so than in the discussion<br>of our harmonised listing structure across<br>the London, New York and Stockholm<br>Stock Exchanges.<br>Factors we considered included the strategic<br>rationale for the harmonisation and its<br>alignment with our long-term strategy for<br>sustainable growth, as well as the benefits<br>of a global listing to widen the pool of<br>investors in AstraZeneca, especially US<br>domestic institutional and retail investors.<br>We also wanted to ensure that we have the<br>flexibility to access the broadest available<br>pool of capital, including in the US. Finally,<br>it was important to us that investors could<br>trade AstraZeneca Ordinary Shares across<br>the three exchanges, while the Company<br>remains UK-listed, headquartered, and<br>tax resident.<br>Board Committees<br>A sound governance and committee structure<br>underpins the Board’s effectiveness, and<br>I am grateful to the Chairs of the Board<br>Committees for the important contribution<br>they make to that effectiveness and the<br>additional responsibilities they bear.<br>AstraZeneca Annual Report & Form 20-F Information 2025 66<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Chair’s Introduction<br>Chair’s Introduction
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The Board’s responsibilities include setting<br>our strategy and policies, overseeing risk<br>and corporate governance, and monitoring<br>progress towards meeting our objectives<br>and annual plans. It is accountable to our<br>shareholders for the proper conduct of<br>the business and our long-term success,<br>and seeks to represent the interests of<br>all stakeholders.<br>The CEO, CFO and the SET take the lead<br>in developing our strategy; proposals are<br>reviewed and constructively challenged by<br>the Board, before the strategy is approved.<br>The Directors are collectively responsible<br>for the success of the Group. The Board<br>maintains and periodically reviews a list<br>of matters that can only be approved by the<br>Board. Matters that have not been expressly<br>reserved to the Board in this way are<br>delegated to the CEO or one of the Board’s<br>five Committees. The diagram below<br>illustrates this governance structure.<br>Governance structure<br>Audit<br>Committee<br>Report from page 83<br>Nomination and<br>Governance Committee<br>Report from page 79<br>Remuneration<br>Committee<br>Report from page 90<br>Science<br>Committee<br>Report from page 81<br>Sustainability<br>Committee<br>Report from page 82<br>The Board has delegated some of its powers to the CEO and operates with the assistance of five Committees:<br>Board<br>Corporate Governance Report from page 71<br>Attendance in 2025<br>Board Committee membership and meeting attendance in 2025<br>Board/Committee Chair<br>Director<br>Appointment<br>date1 Board2<br>Audit<br>Committee<br>Remuneration<br>Committee<br>Nomination and<br>Governance<br>Committee<br>Science<br>Committee<br>Sustainability<br>Committee<br>Non-Executive Chair and Executive Directors<br>Michel Demaré 01/09/2019 9/9 6/6 4/4<br>Pascal Soriot 01/10/2012 9/9<br>Aradhana Sarin 01/08/2021 9/9<br>Non-Executive Directors<br>Euan Ashley 01/10/2020 9/9 4/4 7/7<br>Philip Broadley 27/04/2017 8/9 6/6 6/6 4/4<br>Birgit Conix 01/02/2025 7/8 4/4<br>Rene Haas 01/01/2025 8/8<br>Karen Knudsen 11/04/2025 6/6 4/4 3/3<br>Diana Layfield 01/11/2020 9/9 4/4 6/7<br>Anna Manz 01/09/2023 9/9 6/6<br>Sheri McCoy 01/10/2017 8/9 6/6 6/6 4/4 3/3<br>Tony Mok 01/01/2019 9/9 7/7<br>Nazneen Rahman 01/06/2017 9/9 6/6 4/4 7/7 3/3<br>Marcus Wallenberg 05/04/1999 8/9 4/7 2/3<br>Deborah DiSanzo – retired on 11 April 2025 01/12/2017 3/3 2/2<br>Andreas Rummelt – retired on 11 April 2025 01/08/2021 3/3<br>1 Date of first appointment or election to the Board. 2 Five Board meetings in 2025 were held by video conference and four were held in person in Cambridge and London, UK; Gaithersburg, US; and Abu Dhabi, UAE.<br>AstraZeneca Annual Report & Form 20-F Information 2025 67<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Corporate Governance Overview<br>Corporate Governance Overview
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Michel Demaré NG R<br>Non-Executive Chair of the Board<br>Skills and experience: Michel was<br>previously Vice-Chairman of UBS<br>Group AG (2010-2019), Chairman<br>of Syngenta and Syngenta<br>Foundation for Sustainable<br>Agriculture (2013-2017), Chairman<br>of SwissHoldings (2013-2015) and<br>Chairman of IMD Business School<br>(2020-2025). Between 2005 and<br>2013, Michel was CFO of ABB Ltd<br>and interim CEO during 2008. He<br>joined ABB from Baxter International<br>Inc., where he was CFO Europe from<br>2002 to 2005. Prior to that, he spent<br>18 years at The Dow Chemical<br>Company, serving as CFO of Dow’s<br>Global Polyolefins and Elastomers<br>division between 1997 and 2002.<br>Other appointments: Michel is a<br>Non-Executive Director of Vodafone<br>Group plc and Louis Dreyfus Int’l<br>Holding BV.<br>Philip Broadley A NG R<br>Senior independent Non-Executive<br>Director<br>Skills and experience: Philip was<br>previously Group Finance Director of<br>Prudential and Old Mutual and served<br>as a Non-Executive Director of Legal<br>& General Group. He has served as<br>Chairman of the 100 Group of Finance<br>Directors and as a member of the<br>Takeover Panel. He is a Fellow of the<br>Institute of Chartered Accountants in<br>England and Wales. Philip graduated<br>in Philosophy, Politics and Economics<br>from St. Edmund Hall, Oxford<br>University where he is a St Edmund<br>Fellow, and holds an MSc in<br>Behavioural Science from LSE.<br>Other appointments: Philip is the<br>Non-Executive Chair of Lancashire<br>Holdings Limited.<br>Pascal Soriot<br>Executive Director and CEO<br>Skills and experience: Pascal brings<br>a passion for science and medicine,<br>significant experience in established<br>and emerging markets, strength<br>of strategic thinking and execution,<br>a successful track record of<br>managing change and executing<br>strategy, and the ability to lead a<br>diverse organisation. He served as<br>COO of Roche’s pharmaceuticals<br>division and, prior to that, as CEO<br>of Genentech. Pascal has worked in<br>senior management roles in several<br>major companies in Australia,<br>New Zealand, Japan, the US<br>and Switzerland before joining<br>AstraZeneca in the UK. He is a<br>Doctor of Veterinary Medicine and<br>holds an MBA from HEC Paris. In<br>2022, Pascal received a knighthood<br>for services to life sciences and<br>leadership in the global response<br>to the COVID-19 pandemic.<br>Other appointments: Pascal is on<br>the Board of Agilent Technologies<br>Inc. and Sustainable Markets<br>Initiative Limited.<br>Euan Ashley Sc NG<br>Non-Executive Director<br>Skills and experience: Euan studied<br>physiology and medicine at Glasgow<br>University, trained at Oxford University<br>Hospitals NHS Trust, and gained<br>a DPhil in cardiovascular cellular<br>biology and molecular genetics<br>at the University of Oxford. In 2002,<br>Euan moved to Stanford University,<br>where his research focuses on<br>mechanisms of cardiovascular<br>health and disease. His laboratory<br>leverages AI, digital health tools,<br>and biotechnology partnerships<br>to advance clinical research. Euan<br>has received honours from the<br>White House for contributions to<br>personalised medicine and the<br>American Heart Association’s Medal<br>of Honor for precision medicine.<br>Other appointments: Euan is the<br>Arthur L. Bloomfield Professor of<br>Medicine, Genetics and Biomedical<br>Data Science, Chair of the<br>Department of Medicine at Stanford<br>University, and a member of the<br>Board of Directors at DexCom, Inc.<br>Aradhana Sarin<br>Executive Director and CFO<br>Skills and experience: Before joining<br>AstraZeneca, Aradhana was CFO<br>for Alexion, responsible for driving<br>strategic growth, financial<br>performance and business<br>development. She has operational<br>experience in biopharma, plus more<br>than 20 years of professional<br>experience at global financial<br>institutions and extensive knowledge<br>of global healthcare systems.<br>This includes tenures at Citi Global<br>Banking, UBS, and JP Morgan.<br>Aradhana trained as a medical doctor<br>in India and spent two years<br>practising in both India and Africa.<br>She completed her medical training<br>at the University of Delhi and<br>received her MBA from Stanford<br>Business School.<br>Other appointments: Aradhana<br>is on the Board of Governors of<br>the American Red Cross and is<br>an Independent Director and Audit<br>Committee member of Anheuser-Busch InBev.<br>Birgit Conix A<br>Non-Executive Director<br>Skills and experience: Birgit served<br>Sonova as Group CFO and a<br>Management Board member from<br>2021 to 2025. Previously, she was<br>Group CFO and Executive Board<br>member at TUI from 2018 to 2021.<br>Before TUI, she served as Group<br>CFO of Telenet Group from 2013<br>to 2018. Prior to that, she held senior<br>positions at Johnson & Johnson,<br>Heineken, Tenneco and Reed<br>Elsevier. Birgit holds an MBA from<br>the Booth School of Business,<br>University of Chicago, and a Master<br>of Science in Business Economics<br>from Tilburg University.<br>Other appointments: Birgit is a<br>member of ASML’s Supervisory<br>Board, where she is Chair of the<br>ESG Committee and a member<br>of the Audit Committee. She also<br>serves on Ricola’s Board where<br>she is Chair of the Audit Committee.<br>French<br>1<br>British<br>5<br>Canadian<br>1<br>American<br>4<br>Swedish<br>1<br>Belgian<br>2<br>Women<br>7<br>Men<br>7<br>0-3 years<br>4<br>Birgit Conix<br>Rene Haas<br>Karen Knudsen<br>Anna Manz<br>6 years plus<br>6<br>Philip Broadley<br>Michel Demaré<br>Sheri McCoy<br>Tony Mok<br>Nazneen Rahman<br>Marcus Wallenberg<br>3-6 years<br>2<br>Euan Ashley<br>Diana Layfield<br>Gender split of Directors<br>Directorsʼ nationalities<br>Length of tenure of<br>Non-Executive Directors<br>Board composition<br>as at 10 February 2026<br>Committee membership key<br>Committee<br>Chair<br>NG Nomination and<br>Governance<br>A Audit Sc Science<br>R Remuneration Su Sustainability<br>Deborah DiSanzo A<br>Formerly Non-Executive<br>Director of the Board<br>(Retired in April 2025)<br>Andreas Rummelt Su<br>Formerly Non-Executive<br>Director of the Board<br>(Retired in April 2025)<br>AstraZeneca Annual Report & Form 20-F Information 2025 68<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Board of Directors<br>Board of Directors as at 10 February 2026
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Diana Layfield R Sc<br>Non-Executive Director<br>Skills and experience: Diana has<br>broad global business experience<br>across technology, life sciences and<br>financial services. She has held<br>senior leadership roles at Google,<br>Standard Chartered Bank, as the<br>CEO of a start-up technology<br>company, and in Healthcare and<br>Life Sciences at McKinsey & Co.<br>Previously at Google, Diana was<br>General Manager, Search<br>International & Growth (including<br>Product and Engineering) and<br>President, EMEA Partnerships and<br>Vice-President, ‘Next Billion Users’.<br>Until December 2020, Diana was a<br>Non-Executive Director of Aggreko<br>plc. She has a BA from Oxford<br>University and an MA in International<br>Economics and Public Administration<br>from Harvard University.<br>Other appointments: Diana is the<br>CEO of Monzo Group, Chair of British<br>International Investment plc, and<br>a Council Member of the London<br>School of Hygiene & Tropical Medicine.<br>Anna Manz A<br>Non-Executive Director<br>Skills and experience: Anna was<br>CFO and a member of the Board of<br>Directors of London Stock Exchange<br>Group plc until 2024. From 2016 to<br>2020, she was an Executive Director<br>and the CFO of Johnson Matthey Plc<br>and, before that, spent 17 years at<br>Diageo plc in a number of senior<br>finance and strategy roles. She brings<br>extensive expertise in accounting,<br>corporate finance and M&A, as well<br>as experience of business<br>diversification, transformation and<br>strategy. Anna was previously a<br>Non-Executive Director of ITV plc<br>and served on its Audit Committee<br>and Remuneration Committee<br>during most of that period.<br>Other appointments: Anna is CFO<br>of Nestlé S.A. and a member of<br>Nestlé’s Executive Board.<br>Sheri McCoy R A NG Su<br>Non-Executive Director<br>Skills and experience: Until<br>February 2018, Sheri was CEO and<br>a Director of Avon Products, Inc. and,<br>prior to that, had a 30-year career<br>at Johnson & Johnson (J&J), latterly<br>serving as Vice-Chairman of the<br>Executive Committee, responsible<br>for the Pharmaceuticals and<br>Consumer business segments.<br>Sheri joined J&J as an R&D scientist<br>and subsequently managed<br>businesses in every major product<br>sector. She holds a BSc in Textile<br>Chemistry from the University of<br>Massachusetts Dartmouth, an<br>MSc in Chemical Engineering<br>from Princeton University and an<br>MBA from Rutgers University.<br>Other appointments: Sheri<br>serves on the Boards of Stryker,<br>Kimberly‑Clark, Galderma and<br>Sail Biomedicines. She is also an<br>industrial adviser for EQT, and<br>in connection serves as Chair<br>of Parexel and Chair of Dechra.<br>Tony Mok Sc<br>Non-Executive Director<br>Skills and experience: Tony is the<br>Li Shu Fan Medical Foundation<br>endowed Professor and Chairman of<br>the Department of Clinical Oncology<br>at the Chinese University of Hong<br>Kong. His work includes multiple<br>aspects of lung cancer research,<br>including biomarker and molecular<br>targeted therapy in lung cancer.<br>Tony is the Past President of the<br>International Association for the<br>Study of Lung Cancer and a past<br>Board member of the American<br>Society of Clinical Oncology. He has<br>achieved numerous awards including<br>the European Society for Medical<br>Oncology (ESMO) Lifetime<br>Achievement Award, Giant of Cancer<br>Care, and the Bronze Bauhinia Star.<br>Other appointments: Tony is<br>Non-Executive Director of<br>HUTCHMED (China) Limited,<br>member of the Scientific Advisory<br>Board of Prenetics Global Limited<br>and serves on the Board of Insighta.<br>Nazneen Rahman Su NG R Sc<br>Non-Executive Director<br>Skills and experience: Nazneen<br>has significant experience in rare<br>disease and cancer genomics and<br>sustainable healthcare. She qualified<br>in medicine from Oxford University,<br>is an accredited specialist in medical<br>genetics and has a PhD in molecular<br>genetics. Nazneen was Professor of<br>Genetics at the Institute of Cancer<br>Research, Head of Cancer Genetics<br>at the Royal Marsden NHS<br>Foundation Trust, and founder and<br>Director of the TGLclinical Genetic<br>Testing Laboratory until 2018. In<br>2020, Nazneen founded YewMaker<br>to build science-based sustainable<br>healthcare solutions. Nazneen has a<br>strong commitment to open science<br>and has garnered numerous awards,<br>including a CBE in recognition of her<br>contribution to medical sciences.<br>Other appointments: Nazneen is<br>CEO of YewMaker and Director of the<br>Sustainable Medicines Partnership.<br>Marcus Wallenberg Sc Su<br>Non-Executive Director<br>Skills and experience: Marcus has<br>international business experience<br>across various industry sectors,<br>including the pharmaceutical<br>industry from his directorship<br>with Astra prior to 1999.<br>Other appointments: Marcus is<br>Chair of Skandinaviska Enskilda<br>Banken AB, Saab AB, Wallenberg<br>Investments AB and FAM AB. He<br>is Vice-Chair of Investor AB and<br>Vice-Chair of EQT AB. Marcus is also<br>Chair of the Royal Swedish Academy<br>of Engineering Sciences and a Board<br>member of the Knut and Alice<br>Wallenberg Foundation.<br>Rene Haas<br>Non-Executive Director<br>Skills and experience: Rene has<br>been CEO of Arm and a Board<br>member since February 2022,<br>leading Arm’s successful IPO in<br>September 2023. He has extensive<br>experience in technology, computing<br>and AI from leadership roles in the<br>semiconductor industry. Rene joined<br>Arm in 2013 and previously served<br>as President of Arm’s IP Product<br>Groups. Prior to Arm, Rene held roles<br>at NVIDIA, Scintera Networks and<br>Tensilica. Based in Silicon Valley, he<br>frequently engages with technology<br>hubs in the UK, Europe and Asia.<br>Rene earned a Bachelor of Science<br>in Electrical and Electronics<br>Engineering from Clarkson University<br>and completed the Stanford<br>University Graduate School of<br>Business Executive Program.<br>Other appointments: Rene is CEO<br>of Arm and serves on the Boards of<br>Arm China and of SoftBank Group<br>(Arm’s majority owner).<br>Karen Knudsen Sc Su<br>Non-Executive Director<br>Skills and experience: Karen served<br>as Hilary Koprowski Endowed<br>Professor and Chair of Cancer<br>Biology at Thomas Jefferson<br>University, Enterprise Director of<br>the Sidney Kimmel Comprehensive<br>Cancer Center and EVP of Oncology<br>Services at Jefferson Health. Most<br>recently, she served as CEO of the<br>American Cancer Society. Previous<br>leadership roles include serving on<br>the NCI Board of Scientific Advisors<br>and on the Board of the American<br>Association for Cancer Research.<br>Other appointments: Karen is CEO<br>of the Parker Institute for Cancer<br>Immunotherapy, Professor Emerita<br>of Thomas Jefferson University and<br>the Sidney Kimmel Comprehensive<br>Cancer Center, Board Member of 3T<br>Biosciences, Independent Director of<br>Exai Bio, Board Member of Research<br>America and of Paradigm Health,<br>and Board Advisor for ArteraAI.<br>AstraZeneca Annual Report & Form 20-F Information 2025 69<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Board of Directors
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The SET is the body through which the<br>CEO exercises the authority delegated to<br>him by the Board. The CEO leads the SET<br>and has executive responsibility for the<br>management, development and<br>performance of the business.<br>SET members who sit on the Board:<br>• Pascal Soriot, CEO<br>• Aradhana Sarin, CFO Sharon Barr<br>Executive Vice-President,<br>BioPharmaceuticals R&D<br>Sharon was appointed as Executive<br>Vice-President, BioPharmaceuticals<br>R&D in August 2023. She is<br>responsible for discovery through<br>to late-stage development across<br>CVRM and R&I. Previously, Sharon<br>was SVP, Head of Research and<br>Product Development of Alexion.<br>Sharon undertook a PhD in molecular<br>biology from NYU and a postdoctoral<br>fellowship at Stanford University.<br>Marc Dunoyer<br>CEO, Alexion and Chief Strategy<br>Officer, AstraZeneca<br>Marc served as AstraZeneca’s<br>Chief Financial Officer until 2021.<br>Previously, he served as Global<br>Head of Rare Diseases at GSK and<br>(concurrently) Chairman of GSK<br>Japan. He holds an MBA from HEC<br>Paris and a Bachelor of Law degree<br>from Paris University.<br>Jeff Pott<br>Chief Human Resources Officer,<br>Chief Compliance Officer and<br>General Counsel<br>Jeff is responsible for all aspects<br>of AstraZeneca’s People strategy<br>and leads our HR, Compliance, Legal<br>and IP functions. Jeff joined in 1995,<br>before which he specialised in<br>pharmaceutical product liability<br>and antitrust litigation. He holds<br>a Bachelor’s degree from Wheaton<br>College and a Juris Doctor Degree<br>from Villanova University.<br>Pam Cheng<br>Executive Vice-President,<br>Global Operations, IT & Chief<br>Sustainability Officer<br>Pam was appointed Executive<br>Vice-President, Operations & IT<br>in June 2015 and took on the<br>sustainability strategy in January<br>2023. Prior to AstraZeneca, she<br>worked for Merck/MSD, Universal<br>Oil Products, Union Carbide and GAF<br>Chemicals. She holds Bachelor’s<br>and Master’s degrees in chemical<br>engineering from Stevens Institute<br>of Technology and an MBA from<br>Pace University.<br>David Fredrickson<br>Executive Vice-President, Oncology<br>Haematology Business Unit<br>Dave is responsible for driving<br>growth and maximising commercial<br>performance of the AstraZeneca<br>global Oncology and Haematology<br>portfolio. Before joining AstraZeneca,<br>Dave worked at Roche/Genentech,<br>where he served in several functions<br>and leadership positions. Dave is a<br>graduate of Georgetown University<br>in Washington DC.<br>Iskra Reic<br>Executive Vice-President,<br>International<br>Iskra is responsible for overall strategy<br>and driving sustainable growth<br>across the International region, which<br>includes China, Asian and Eurasian<br>markets, Middle East & Africa, Latin<br>America, Australia and New Zealand.<br>Iskra has a PhD in Strategy and<br>Leadership and an International<br>Executive MBA in Business and<br>Leadership from the IEDC-Bled<br>School of Management, Slovenia.<br>Ruud Dobber<br>Executive Vice-President,<br>BioPharmaceuticals Business Unit<br>Ruud is responsible for the disease<br>areas of CVRM, R&I and V&I. Ruud<br>joined AstraZeneca in 1997 and held<br>various executive roles externally<br>before this. Ruud was previously<br>a research scientist in immunology<br>and ageing, holding a PhD in<br>Immunology from the University<br>of Leiden, the Netherlands.<br>Susan Galbraith<br>Executive Vice-President,<br>Oncology Haematology R&D<br>Susan has global accountability for<br>Oncology and Haematology R&D<br>from discovery through to late-stage<br>development. Susan joined<br>AstraZeneca in 2010, having previously<br>worked at Bristol-Myers Squibb.<br>She graduated in medicine from<br>Cambridge University, has a PhD from<br>the University of London and qualified<br>as a Clinical Oncologist in 2001.<br>Further information on the SET<br>members is available on our<br>website, www.astrazeneca.com.<br> See Board of Directors<br>biographies from page 68.<br>AstraZeneca Annual Report & Form 20-F Information 2025 70<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Senior Executive Team (SET)<br>Senior Executive Team (SET) at 10 February 2026
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The Board ensures that the necessary<br>resources, policies and practices are in place<br>to help the Company meet its objectives and<br>measure its performance against them. The<br>Group Internal Audit (GIA) and Compliance<br>functions provide quarterly reports to the<br>Audit Committee on their activities and<br>annual reviews of key themes, processes<br>and systems (including arrangements for<br>whistleblowing). The Board has full oversight<br>of these matters by way of the Audit<br>Committee Chair’s reports to the Board<br>after each Audit Committee meeting.<br>Board members are also able to access the<br>information provided to the Audit Committee.<br>B. Purpose, culture and strategy<br>The Board believes that our Purpose,<br>to push the boundaries of science to deliver<br>life-changing medicines, positions<br>AstraZeneca for long-term sustainable success.<br>Our Code of Ethics and Values underpin how<br>we work together and the behaviours that<br>drive our success and support our culture.<br>The Board is responsible for setting our<br>strategy and policies, overseeing risk and<br>corporate governance, and monitoring<br>progress towards meeting our objectives<br>and annual plans. The Board conducts an<br>annual review of the Group’s overall strategy.<br>C. Board decisions and outcomes<br>The Board makes decisions in the context<br>of the Company’s strategy and objectives.<br>Examples of such decisions and their<br>outcomes can be found in the Connecting<br>with our stakeholders section on pages 74<br>to 76 and the Principal Decisions section<br>on page 77.<br>D. Stakeholder engagement<br>The Board aims to ensure a good dialogue<br>is maintained with shareholders, so that<br>their views are understood and considered.<br>The Board also engages with and considers<br>wider stakeholder groups, including the<br>workforce, in its decision making.<br>E. Workforce policies and practices<br>Based on our Values, expected behaviours<br>and key policy principles, our Code of Ethics,<br>which applies to all employees, including the<br>Board, empowers employees to make<br>decisions in the best interests of the Group,<br>the Company, society and the patients we<br>serve. Employees are able to raise concerns<br>anonymously via the AZ Ethics helpline.<br>2. Division of responsibilities<br>F. Chair of the Board<br>Michel Demaré, our Non-Executive Chair,<br>is responsible for leading the Board and<br>its overall effectiveness in directing the<br>Company. Mr Demaré was first appointed<br>to the Board in 2019 and was considered<br>to be independent on his appointment<br>as Chair in April 2023.<br>G. Board composition, independence<br>and division of responsibilities<br>The composition of the Board is set out<br>on pages 68 and 69, with the majority<br>consisting of independent Non-Executive<br>Directors.<br>Directors’ independence is considered<br>annually by the Board. In December 2025,<br>the Board considered the independence<br>of the Non-Executive Directors, other than<br>the Chair of the Board, for the purposes<br>of the Code, the US Nasdaq Listing Rules<br>and (in anticipation of the harmonised listing<br>structure becoming effective) the NYSE<br>Listing Rules. Taking into account the<br>recommendations set out in the Code,<br>the Nasdaq Listing Rules and NYSE Listing<br>Rules, the Board considers that all the<br>Non-Executive Directors, except Marcus<br>Wallenberg, are independent. Mr Wallenberg<br>was appointed as a Director of Astra in<br>May 1989 and subsequently became<br>a Director of the Company in 1999. He is<br>also a Non-Executive Director of Investor<br>AB, which has a 3.33% interest in the issued<br>share capital of the Company as at<br>31 January 2026. Due to his overall length<br>of tenure and relationship with a significant<br>shareholder, the Board does not believe<br>that he can be determined independent.<br>As well as being a Non-Executive Director<br>of AstraZeneca and Chair of the Board’s<br>Sustainability Committee, Nazneen Rahman<br>is the Director of the Sustainable Medicines<br>Partnership (SMP), a multi-stakeholder,<br>not-for-profit collaboration with the aim<br>of advancing the environmental sustainability<br>of medicines. AstraZeneca is a strategic<br>collaborator in the SMP. Dr Rahman has<br>recused herself from acting as the lead<br>contact for the SMP in its relationship<br>with AstraZeneca, and this relationship,<br>including project work and overall<br>programme management, is handled by<br>other members of the SMP team.<br>The Directors are collectively responsible<br>for the success of the Group. The roles of<br>the Board, Board Committees, Chair, Senior<br>independent Non-Executive Director and<br>CEO are documented, as are the Board’s<br>reserved powers and delegated authorities.<br>The Board’s responsibilities and the<br>Statement of compliance<br>Our statement of compliance below describes<br>how we applied the principles in the 2024<br>UK Corporate Governance Code (the Code)<br>for the year ended 31 December 2025.<br>Throughout the accounting period, we have<br>complied with all the provisions of the Code.<br>A copy of the Code can be found on the<br>Financial Reporting Council’s (FRC)<br>website, www.frc.org.uk.<br>Additional information for Swedish<br>shareholders<br>The Company is incorporated under the<br>laws of England and Wales and its shares<br>are listed on the London Stock Exchange,<br>Nasdaq Stockholm and the New York Stock<br>Exchange (NYSE). In accordance with the<br>Company’s listing on the London Stock<br>Exchange, it applies the principles set out<br>in the Code. As a result of its listing on<br>Nasdaq Stockholm and in accordance<br>with Swedish regulations, the Company<br>is required to disclose the material ways<br>in which its corporate governance practices<br>differ from those applied by Swedish<br>companies following the Swedish Corporate<br>Governance Code (the Swedish Code).<br>A summary of the material ways in which<br>the corporate governance practices applied<br>by the Company differ from the principles<br>of the Swedish Code, and a general<br>description of the main differences in<br>minority shareholders’ rights between<br>the Company’s place of domicile (the UK)<br>and Sweden, are available on our website,<br>www.astrazeneca.com/investor-relations/<br>corporate-governance.html.<br>1. Board leadership and Company<br>purpose<br>A. Role of the Board and resources<br>and control<br>The Board’s role is to promote the long-term<br>sustainable success of the Company.<br>The Directors’ diverse range of skills,<br>experience and industry knowledge, and<br>ability to exercise independent and objective<br>judgement, help the Board to operate<br>effectively in its oversight of delivery of the<br>Group’s strategy, generation of shareholder<br>value and contributions to wider society.<br>The Board’s effective operation is<br>underpinned by a sound governance<br>structure, described on page 67. Through<br>a programme of regular Board and Board<br>Committee meetings, Directors receive<br>information on AstraZeneca’s financial<br>performance, the R&D pipeline and critical<br>business issues. The Board is accountable<br>to our shareholders for the proper conduct<br>of the business and our long-term success,<br>and seeks to represent the interests<br>of all stakeholders.<br> For more information on:<br> Our Purpose, Values and<br>Business Model, see pages 8<br>and 9.<br> Our Code of Ethics, see pages<br>34 and 35.<br> Stakeholder engagement, see<br>pages 74 to 76 and throughout<br>the Strategic Report. Our<br>Section 172(1) Statement is<br>set out on page 46.<br>AstraZeneca Annual Report & Form 20-F Information 2025 71<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Corporate Governance Report<br>Corporate Governance Report	Compliance with the UK Corporate Governance Code
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members’ time commitment to the Company<br>is sufficient to fulfil their duties as Directors<br>and fully discharge their obligations to<br>shareholders, particularly in the case of the<br>Chairs of Board Committees. For the Chair<br>of the Board, generally, as a basic<br>commitment, it is expected that they would<br>need to devote about 40% of their time<br>or the equivalent of not less than 90 days<br>per annum in the fulfilment of their duties.<br>When contemplating taking up additional<br>appointments, Non-Executive Directors<br>consult the Chair to ensure thought is<br>given to any potential impact on their time<br>commitment to AstraZeneca. Careful<br>consideration is given to the nature of the<br>potential appointment and the type of<br>company involved (for example, whether<br>the company is a public listed company<br>or privately held), to help assess the likely<br>time requirement. For significant additional<br>appointments, the full Board would typically<br>be involved in this process.<br>In 2025, Pascal Soriot was appointed as<br>a Director of Agilent Technologies Inc. and,<br>in 2026, Diana Layfield was appointed as<br>CEO of Monzo Group. These appointments<br>were considered and approved by the Board<br>in advance on the basis that they would not<br>prevent or reduce the ability of either<br>Director to perform their roles for<br>AstraZeneca to the required standard.<br>The Board recognises that Mr Wallenberg<br>has a wide portfolio of other roles, but<br>believes he has brought, and continues<br>to bring, considerable business experience<br>and makes a valuable contribution to the<br>work of the Board, which his portfolio of<br>other roles supports. The Board is also<br>satisfied that he is able to devote sufficient<br>time to discharge his responsibilities as a<br>Director, as demonstrated by his attendance<br>at Board meetings, as detailed on page 67.<br>The performance of the Non-Executive<br>Directors is assessed annually as part<br>of the Board’s performance evaluation,<br>as described on page 78.<br>Subject to specific Board approval,<br>Executive Directors may accept external<br>appointments as non-executive directors<br>of other companies and retain any related<br>fees paid to them, provided that such<br>appointments are not considered by the<br>Board to prevent or reduce the ability of the<br>executive to perform his or her role within<br>the Group to the required standard.<br>I. Company Secretary<br>The Company Secretary is responsible to<br>the Chair for ensuring that all Board and<br>Board Committee meetings are properly<br>conducted, that the Directors receive<br>appropriate information prior to meetings<br>to enable them to make an effective<br>contribution, and that governance<br>requirements are considered and<br>implemented. The 2025 Board<br>performance evaluation set out on<br>page 78 provides details of the effective<br>operation of the Board.<br>3. Composition, succession and<br>evaluation<br>J. Appointments and succession planning<br>The Nomination and Governance Committee<br>and, where appropriate, the full Board,<br>regularly review the composition of the<br>Board and succession plans for both SET-and Board-level positions. Directors have<br>regular contact with, and access to,<br>succession candidates for SET positions.<br>There is a formal, rigorous and transparent<br>procedure for appointments to the Board,<br>which is based on merit and objective<br>criteria and takes into account the<br>importance of diversity, inclusion and equal<br>opportunities when considering potential<br>appointments. The Nomination and<br>Governance Committee Report details<br>the process for appointments approved<br>during the year on pages 79 and 80.<br>All Directors retire at each AGM and may<br>offer themselves for re-election by<br>shareholders. The Notice of AGM will give<br>details of those Directors seeking election<br>or re-election.<br>K. Skills, experience and knowledge<br>When the Nomination and Governance<br>Committee reviews the composition of the<br>Board and its Committees, it uses a matrix<br>that records the skills and experience of<br>current Board members and compares this<br>with the skills and experience it believes<br>are appropriate to the Company’s overall<br>business and strategic needs, both now and<br>in the future. The Committee is also mindful<br>of Directors’ lengths of tenure and the need<br>to refresh Board membership over time.<br>L. Board evaluation<br>In 2025, the Board undertook an internal<br>Board performance review. More information<br>on the review process, including the results<br>and actions taken, can be found on page 78.<br>governance structure by which it delegates<br>authority are outlined in the Corporate<br>Governance Overview on page 67.<br>The CEO can exercise all the powers of<br>the Board, except for those matters that<br>are reserved to, and can only be approved<br>by, the Board or a Committee of the Board.<br>From January 2026, the matters reserved<br>for the Board include: the appointment,<br>termination and remuneration of any Director;<br>approval of the annual budget; approval of<br>any item of fixed capital expenditure or any<br>proposal for the acquisition of an investment<br>or business which exceeds $500 million;<br>approval of any proposal for the disposal<br>of an investment or business which exceeds<br>$300 million; the raising of capital or loans<br>by the Company (subject to certain exceptions);<br>the giving of any guarantee in respect of any<br>borrowing of the Company; and allotting<br>shares of the Company.<br>H. Non-Executive Directors’ role<br>and time commitment<br>The Non-Executive Directors exercise<br>objective judgement in respect of Board<br>decisions, providing scrutiny and challenge<br>and holding management to account.<br>Non-Executive Directors also offer strategic<br>guidance and specialist advice based on<br>their breadth of experience and knowledge.<br>The Non-Executive Directors regularly meet<br>without the Executive Directors or other<br>management present.<br>Philip Broadley was appointed Senior<br>independent Non-Executive Director<br>on 1 March 2021 and serves as a sounding<br>board for the Chair and as an intermediary<br>for the other Directors when necessary.<br>As Senior independent Non-Executive<br>Director, he is also available to shareholders<br>if they have concerns that contact through<br>the normal channels of Chair or Executive<br>Directors has failed to resolve, or for which<br>such contact is inappropriate. During the<br>year, no shareholders asked to meet with<br>Mr Broadley formally in his role as Senior<br>independent Non-Executive Director.<br>As well as their work in relation to formal<br>Board and Board Committee meetings,<br>Non-Executive Directors commit time<br>throughout the year to meetings and<br>telephone calls with various levels of<br>executive management and other key<br>stakeholders, visits to AstraZeneca’s sites<br>throughout the world (whether in person<br>or virtually) and, for new Directors, induction<br>sessions and site visits. The Chair and<br>individual Board members ensure that Board<br> For more information on:<br> The work of the Nomination and<br>Governance Committee, see<br>pages 79 and 80.<br>AstraZeneca Annual Report & Form 20-F Information 2025 72<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Corporate Governance Report<br>Corporate Governance Report	Compliance with the UK Corporate Governance Code<br>continued
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5. Remuneration<br>P. Remuneration policies and practices<br>The Remuneration Committee is responsible<br>for determining, approving and reviewing<br>the Company’s global remuneration<br>principles and frameworks, to ensure that<br>they support the strategy of the Company<br>and are designed to promote long-term<br>sustainable success.<br>Q. Developing executive<br>remuneration policy<br>The Remuneration Committee routinely<br>reviews the Directors’ Remuneration Policy<br>and executive remuneration arrangements<br>to ensure they continue to promote the<br>delivery of the long-term strategy and<br>support the Company’s ability to recruit and<br>retain executive talent to deliver against that<br>strategy. The Committee also considers<br>remuneration arrangements in the context<br>of corporate governance best practice and<br>arrangements for the wider workforce, and<br>regularly consults with its major investors<br>on remuneration proposals. No Director<br>is involved in determining their own<br>remuneration arrangements or outcomes.<br>R. Remuneration outcomes and<br>independent judgement<br>To ensure it maintains independent<br>judgement when determining remuneration<br>outcomes, the Remuneration Committee<br>considers a range of data, including detailed<br>business and individual performance<br>information, and also consults with other<br>Board Committees to utilise their expertise<br>when determining performance outcomes.<br>Further information on risk<br>management and controls<br>Global Compliance and GIA<br>Through our compliance programme and<br>three lines of defence risk management<br>framework (line management; Risk and<br>Compliance functions; GIA), Global<br>Compliance helps the Group achieve its<br>priorities and do business the right way. It<br>takes a global approach that addresses key<br>risk areas, including those related to third<br>parties and anti-bribery/anti-corruption.<br>Its work helps us to reinforce compliant<br>behaviours through our Code of Ethics,<br>policies, training, advice and guidance.<br>We also conduct risk assessment activities<br>and foster a culture where individuals can<br>raise concerns.<br>We take alleged compliance breaches and<br>concerns seriously. We investigate and take<br>appropriate disciplinary and remediation<br>action to address and prevent reoccurrence<br>through internal functions and external<br>advisers. Depending on breach severity,<br>the Group may need to disclose and/or<br>report the incident to a regulatory<br>or government authority.<br>Global Compliance provides assurance<br>insights to the Audit Committee on compliance<br>matters. GIA carries out a range of audits<br>and periodically reviews the assurance<br>activities of other Group functions.<br>The results from these activities are reported<br>to the Audit Committee. Global Compliance<br>and GIA share outcomes and coordinate<br>reporting on compliance matters throughout<br>the organisation. GIA is established by the<br>Audit Committee on behalf of the Board<br>and acts as an independent and objective<br>assurance function guided by a philosophy<br>of adding value to improve the operational<br>control framework of the Group. The scope<br>of GIA’s responsibilities encompasses, but<br>is not limited to, the examination and<br>evaluation of the adequacy and effectiveness<br>of the Group’s governance, risk management<br>and internal control processes in relation<br>to the Group’s defined goals and objectives.<br>Among others, internal control objectives<br>considered by GIA include:<br>• Compliance with significant policies,<br>plans, procedures, laws and regulations.<br>• Consistency of operations or programmes<br>with established objectives and goals,<br>and effective performance.<br>• Safeguarding of assets.<br>Based on its activity, GIA is responsible<br>for reporting significant risk exposures<br>and control issues identified to the Board<br>and to senior management, including fraud<br>risks, governance issues and other matters<br>needed or requested by the Audit<br>Committee. It may also evaluate specific<br>operations at the request of the Audit<br>Committee or management, as appropriate.<br>4. Audit, risk and internal control<br>M. Internal and external audit<br>The Audit Committee is responsible<br>for reviewing the relationship with, and<br>independence of, our external auditor, PwC.<br>The Committee maintains a policy for the<br>pre-approval of all audit services and<br>audit-related services undertaken by the<br>external auditor, the principal purpose of<br>which is to ensure that the independence<br>of the external auditor is not impaired.<br>The Audit Committee also reviews the<br>independence and effectiveness of GIA.<br>N. Fair, balanced and understandable<br>assessment<br>The Board considers this Annual Report,<br>taken as a whole, to be fair, balanced and<br>understandable, and provides the<br>information necessary for shareholders<br>to assess AstraZeneca’s position and<br>performance, business model and strategy.<br>The Board’s assessment is described<br>on page 86.<br>The Board and the Audit Committee review<br>the Company’s quarterly financial results<br>announcements to ensure they present<br>a fair, balanced and understandable<br>assessment of the Company’s position<br>and prospects to shareholders.<br>O. Risk management<br>The Board is responsible for the Company’s<br>risk management system and internal<br>controls, and their effectiveness. The Board<br>delegates some responsibilities for risk<br>management oversight to the Audit<br>Committee, such as quarterly reviews<br>of the Company’s principal and key active<br>risks. During 2025, the Directors continued<br>to review the effectiveness of our system<br>of controls, risk management (including<br>a robust assessment of the emerging and<br>Principal Risks) and high-level internal<br>control processes. This included an annual<br>Governance and Assurance Report to all<br>Directors, which is considered in detail<br>by the Audit Committee and reviewed<br>by the Board.<br>Any areas of concern are highlighted in the<br>Audit Committee Chair’s update to Directors<br>at the relevant Board meeting and discussed<br>by the Board. The report is based on a full<br>year-end review of the Company’s risk and<br>control processes (incorporating financial,<br>operational and compliance controls) and<br>findings from assurance processes.<br>The Directors believe that the Group<br>maintains an effective, embedded system<br>of risk management and internal controls<br>and complies with the FRC’s guidance.<br>For more information on:<br> The work of the Remuneration<br>Committee, see from page 90.<br> Our resources and controls,<br>see the Audit Committee Report<br>from page 83.<br> External audit, see page 85<br>and Note 31 to the Financial<br>Statements on page 191.<br>Internal Audit, see page 85.<br> Our Viability Statement, see<br>page 46 and the Risk Overview<br>from page 47.<br>AstraZeneca Annual Report & Form 20-F Information 2025 73<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Corporate Governance Report
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Considering the interests of our stakeholders is<br>fundamental to our Group’s strategy. The following<br>table identifies our most strategically significant<br>stakeholders and summarises the engagement that<br>has been undertaken by management during 2025.<br>Patients and patient networks Payers Investor community Healthcare professionals Academic and R&D partners Commercial collaborators and partners<br>Overview<br>Significance of the<br>stakeholder to the<br>business<br>Patients are at the heart of what we do.<br>Our stakeholders include individual<br>patients, caregivers and patient advocacy<br>organisations. We listen to their<br>experiences, embedding these insights<br>into every aspect of our work, and partner<br>with them to enable access to high-quality, resilient healthcare systems,<br>ensuring that the medicines and services<br>we develop have the greatest impact<br>on their lives.<br>AstraZeneca works closely with payers,<br>including governments and medical<br>insurance companies among others,<br>to understand the impact of pricing<br>medicines on public and private budgets.<br>The Board and management maintain<br>regular and constructive dialogue with<br>investors to communicate our strategy.<br>We provide objective information about<br>performance to enable investors to put<br>a fair value on the Company and ensure<br>our continued access to capital.<br>Overview<br>Significance of the<br>stakeholder to the<br>business<br>Healthcare professionals (HCPs) are the<br>interface with patients. They provide insights<br>into clinical trial design, and prescribe and<br>advise patients on administering medicines.<br>They also provide safety reports, collaborate<br>in clinical studies and assist with the ethical<br>and transparent distribution of medicines.<br>We collaborate with academic institutions<br>and non-profit R&D partners globally<br>to access the best science, stimulate<br>innovation and deliver life-changing<br>medicines to patients.<br>Partnering is an increasingly important<br>part of our business. By combining<br>forces, AstraZeneca and our partners<br>can accelerate innovative science<br>to bring life-changing medicines<br>to patients.<br>Interests<br>Issues and factors<br>which are most<br>important to the<br>stakeholder group<br>• Gathering and incorporating diverse<br>insights throughout the drug<br>development process to minimise patient<br>burden and measure outcomes they<br>care about most.<br>• Ensuring healthcare systems are<br>designed and delivered with the patient<br>in mind.<br>• Providing transparent, accessible<br>information.<br>• Ensuring the safety, efficacy and<br>affordable accessibility of our medicines.<br>• Sustainable access to safe and<br>effective innovative medicines.<br>• Pricing of medicines, including<br>breakthrough therapies and impact<br>on public budgets.<br>• Containing reimbursement expenditure.<br>• Attracting business investment.<br>• Investing in research and scientific<br>collaborations.<br>• Financial and commercial<br>performance.<br>• R&D strategy, resource allocation<br>and pipeline development.<br>• Culture, values and behaviours.<br>• Exposure to geopolitical and<br>macroeconomic risks.<br>• Sustainability and governance matters.<br>Interests<br>Issues and factors<br>which are most<br>important to the<br>stakeholder group<br>• Development of medicines for unmet<br>medical need.<br>• Education and information on advances<br>in medical science.<br>• Accurate and balanced information<br>on licensed medicines, including<br>up-to-date safety data.<br>• Uninterrupted supply of quality medicines.<br>• Ethical and transparent interactions<br>with industry.<br>AstraZeneca had approximately 1,500 active<br>academic collaborations during 2025:<br>• To advance innovative technology<br>and science.<br>• To address key scientific challenges.<br>• To access the next generation of<br>science leaders.<br>• Sharing vision and values.<br>• Developing innovative medicines<br>and improving access to them.<br>• Cultivating trust and transparency<br>in research, disclosures and<br>relationships with stakeholders.<br>• Willingness to collaborate with industry<br>peers to optimise outcomes for<br>common stakeholders, e.g. patients,<br>physicians, policymakers and<br>healthcare systems.<br>Engagement<br>Examples of<br>engagement in 2025<br>• Increased number of diverse patient<br>engagements throughout drug<br>development.<br>• Involved patients and caregivers in<br>co-creation of multiple programmes.<br>• Expanded patient support and<br>affordability programmes.<br>• Collaborated with patient advocacy<br>organisations on key healthcare system<br>transformation projects, enabling<br>access to improved healthcare<br>and medicines across the globe.<br>• Engaged governments and<br>policymakers to increase understanding<br>of the AstraZeneca business model,<br>to support investment in life sciences<br>and to improve access to new medicines.<br>• Engaged in discussions on evolving<br>the current reimbursement system<br>for medicines in the US.<br>• Hosted site visits and tours at our<br>manufacturing and R&D facilities<br>for international and local politicians.<br>• Ongoing communications with<br>shareholders, including quarterly<br>results calls, in-person and virtual<br>meetings and roadshows.<br>• Gave online presentations, including<br>investor events at medical conferences,<br>and a webinar on our sustainability<br>progress.<br>• Receptions hosted by the Chair<br>of the Board.<br>Engagement<br>Examples of<br>engagement in 2025<br>• Engaged in HCP educational events,<br>advisory boards and clinical trials.<br>• Responded to more than 146,800 HCP<br>enquiries and processed adverse event<br>reports from HCPs which contribute<br>to the understanding of the safety profile<br>of our medicines.<br>• We support more than 1,000 early career<br>positions in R&D globally, including<br>apprentices, graduates, placement<br>students, sponsored PhDs, postdoctoral<br>researchers and clinical fellows.<br>• Through our Open Innovation programme,<br>we openly share molecules, data and<br>scientific expertise with academic<br>researchers and start-ups; we currently<br>have multiple ongoing clinical trials, over<br>150 ongoing preclinical studies and<br>collaborative research projects, and<br>we are participating in more than 20<br>public-private partnership projects aimed<br>at addressing key scientific challenges.<br>• Held joint seminars, education sessions,<br>science days and consortia with research<br>institutions such as: Partners of Choice<br>Network, Yale University, Stanford<br>Medicine and Moffitt Cancer Center.<br>• Regular alliance governance meetings<br>to ensure collaborative approach<br>across organisations.<br>• Joint responsibility for deliverables<br>and outcomes across functions<br>at all levels.<br>• Multiple discussions with regulators,<br>policymakers, patient groups and<br>clinicians, to inform development and<br>commercial strategy to best meet<br>patient needs.<br>Outcomes<br>Actions which<br>resulted<br>• Delivered impactful and actionable<br>insight to drive patient-focused<br>drug development.<br>• Increased patient support programmes.<br>• Drove global consensus and supported<br>the community to strengthen national<br>healthcare systems.<br>• Established working relationships<br>with key government stakeholders.<br>• Organised regular meetings and events<br>to increase understanding of how<br>governments can better support life<br>sciences investment and improve<br>patient access to new medicines.<br>• Maintained access to senior and<br>next-level/operational management,<br>including increased virtual<br>engagement.<br>• Continued to streamline external-facing materials to provide increased<br>transparency, following discussion<br>with shareholders.<br>• Increased focus on sustainability<br>matters within results announcements<br>and shareholder engagements.<br>Outcomes<br>Actions which<br>resulted<br>• Advisory boards informed clinical research<br>and product strategy.<br>• Clinical studies have led to new products.<br>• Exchange of information supported HCP<br>clinical decision making.<br>• Enabled new technologies, new target<br>identification and validation, and new<br>biomarkers.<br>• Scientific publications and knowledge<br>sharing.<br>• Hosting apprenticeship, studentship,<br>postgraduate and postdoctoral<br>programmes to facilitate scientific<br>discovery.<br>• Optimisation of outcomes through<br>combined skillsets and use of<br>innovative technologies/platforms<br>to support development of new<br>medicines.<br>• Multiple late-stage trials initiated<br>across multiple disease/patient types.<br>• Accelerated launch of new medicines<br>in unique areas.<br>• Greater collaboration and relationships<br>with industry partners and stakeholders.<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Corporate Governance Report AstraZeneca Annual Report & Form 20-F Information 2025 74<br>Corporate Governance Report	Connecting with our stakeholders
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Patients and patient networks Payers Investor community Healthcare professionals Academic and R&D partners Commercial collaborators and partners<br>Overview<br>Significance of the<br>stakeholder to the<br>business<br>Patients are at the heart of what we do.<br>Our stakeholders include individual<br>patients, caregivers and patient advocacy<br>organisations. We listen to their<br>experiences, embedding these insights<br>into every aspect of our work, and partner<br>with them to enable access to high-quality, resilient healthcare systems,<br>ensuring that the medicines and services<br>we develop have the greatest impact<br>on their lives.<br>AstraZeneca works closely with payers,<br>including governments and medical<br>insurance companies among others,<br>to understand the impact of pricing<br>medicines on public and private budgets.<br>The Board and management maintain<br>regular and constructive dialogue with<br>investors to communicate our strategy.<br>We provide objective information about<br>performance to enable investors to put<br>a fair value on the Company and ensure<br>our continued access to capital.<br>Overview<br>Significance of the<br>stakeholder to the<br>business<br>Healthcare professionals (HCPs) are the<br>interface with patients. They provide insights<br>into clinical trial design, and prescribe and<br>advise patients on administering medicines.<br>They also provide safety reports, collaborate<br>in clinical studies and assist with the ethical<br>and transparent distribution of medicines.<br>We collaborate with academic institutions<br>and non-profit R&D partners globally<br>to access the best science, stimulate<br>innovation and deliver life-changing<br>medicines to patients.<br>Partnering is an increasingly important<br>part of our business. By combining<br>forces, AstraZeneca and our partners<br>can accelerate innovative science<br>to bring life-changing medicines<br>to patients.<br>Interests<br>Issues and factors<br>which are most<br>important to the<br>stakeholder group<br>• Gathering and incorporating diverse<br>insights throughout the drug<br>development process to minimise patient<br>burden and measure outcomes they<br>care about most.<br>• Ensuring healthcare systems are<br>designed and delivered with the patient<br>in mind.<br>• Providing transparent, accessible<br>information.<br>• Ensuring the safety, efficacy and<br>affordable accessibility of our medicines.<br>• Sustainable access to safe and<br>effective innovative medicines.<br>• Pricing of medicines, including<br>breakthrough therapies and impact<br>on public budgets.<br>• Containing reimbursement expenditure.<br>• Attracting business investment.<br>• Investing in research and scientific<br>collaborations.<br>• Financial and commercial<br>performance.<br>• R&D strategy, resource allocation<br>and pipeline development.<br>• Culture, values and behaviours.<br>• Exposure to geopolitical and<br>macroeconomic risks.<br>• Sustainability and governance matters.<br>Interests<br>Issues and factors<br>which are most<br>important to the<br>stakeholder group<br>• Development of medicines for unmet<br>medical need.<br>• Education and information on advances<br>in medical science.<br>• Accurate and balanced information<br>on licensed medicines, including<br>up-to-date safety data.<br>• Uninterrupted supply of quality medicines.<br>• Ethical and transparent interactions<br>with industry.<br>AstraZeneca had approximately 1,500 active<br>academic collaborations during 2025:<br>• To advance innovative technology<br>and science.<br>• To address key scientific challenges.<br>• To access the next generation of<br>science leaders.<br>• Sharing vision and values.<br>• Developing innovative medicines<br>and improving access to them.<br>• Cultivating trust and transparency<br>in research, disclosures and<br>relationships with stakeholders.<br>• Willingness to collaborate with industry<br>peers to optimise outcomes for<br>common stakeholders, e.g. patients,<br>physicians, policymakers and<br>healthcare systems.<br>Engagement<br>Examples of<br>engagement in 2025<br>• Increased number of diverse patient<br>engagements throughout drug<br>development.<br>• Involved patients and caregivers in<br>co-creation of multiple programmes.<br>• Expanded patient support and<br>affordability programmes.<br>• Collaborated with patient advocacy<br>organisations on key healthcare system<br>transformation projects, enabling<br>access to improved healthcare<br>and medicines across the globe.<br>• Engaged governments and<br>policymakers to increase understanding<br>of the AstraZeneca business model,<br>to support investment in life sciences<br>and to improve access to new medicines.<br>• Engaged in discussions on evolving<br>the current reimbursement system<br>for medicines in the US.<br>• Hosted site visits and tours at our<br>manufacturing and R&D facilities<br>for international and local politicians.<br>• Ongoing communications with<br>shareholders, including quarterly<br>results calls, in-person and virtual<br>meetings and roadshows.<br>• Gave online presentations, including<br>investor events at medical conferences,<br>and a webinar on our sustainability<br>progress.<br>• Receptions hosted by the Chair<br>of the Board.<br>Engagement<br>Examples of<br>engagement in 2025<br>• Engaged in HCP educational events,<br>advisory boards and clinical trials.<br>• Responded to more than 146,800 HCP<br>enquiries and processed adverse event<br>reports from HCPs which contribute<br>to the understanding of the safety profile<br>of our medicines.<br>• We support more than 1,000 early career<br>positions in R&D globally, including<br>apprentices, graduates, placement<br>students, sponsored PhDs, postdoctoral<br>researchers and clinical fellows.<br>• Through our Open Innovation programme,<br>we openly share molecules, data and<br>scientific expertise with academic<br>researchers and start-ups; we currently<br>have multiple ongoing clinical trials, over<br>150 ongoing preclinical studies and<br>collaborative research projects, and<br>we are participating in more than 20<br>public-private partnership projects aimed<br>at addressing key scientific challenges.<br>• Held joint seminars, education sessions,<br>science days and consortia with research<br>institutions such as: Partners of Choice<br>Network, Yale University, Stanford<br>Medicine and Moffitt Cancer Center.<br>• Regular alliance governance meetings<br>to ensure collaborative approach<br>across organisations.<br>• Joint responsibility for deliverables<br>and outcomes across functions<br>at all levels.<br>• Multiple discussions with regulators,<br>policymakers, patient groups and<br>clinicians, to inform development and<br>commercial strategy to best meet<br>patient needs.<br>Outcomes<br>Actions which<br>resulted<br>• Delivered impactful and actionable<br>insight to drive patient-focused<br>drug development.<br>• Increased patient support programmes.<br>• Drove global consensus and supported<br>the community to strengthen national<br>healthcare systems.<br>• Established working relationships<br>with key government stakeholders.<br>• Organised regular meetings and events<br>to increase understanding of how<br>governments can better support life<br>sciences investment and improve<br>patient access to new medicines.<br>• Maintained access to senior and<br>next-level/operational management,<br>including increased virtual<br>engagement.<br>• Continued to streamline external-facing materials to provide increased<br>transparency, following discussion<br>with shareholders.<br>• Increased focus on sustainability<br>matters within results announcements<br>and shareholder engagements.<br>Outcomes<br>Actions which<br>resulted<br>• Advisory boards informed clinical research<br>and product strategy.<br>• Clinical studies have led to new products.<br>• Exchange of information supported HCP<br>clinical decision making.<br>• Enabled new technologies, new target<br>identification and validation, and new<br>biomarkers.<br>• Scientific publications and knowledge<br>sharing.<br>• Hosting apprenticeship, studentship,<br>postgraduate and postdoctoral<br>programmes to facilitate scientific<br>discovery.<br>• Optimisation of outcomes through<br>combined skillsets and use of<br>innovative technologies/platforms<br>to support development of new<br>medicines.<br>• Multiple late-stage trials initiated<br>across multiple disease/patient types.<br>• Accelerated launch of new medicines<br>in unique areas.<br>• Greater collaboration and relationships<br>with industry partners and stakeholders.<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Corporate Governance Report AstraZeneca Annual Report & Form 20-F Information 2025 75
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How the Board engages with stakeholders<br> For more information on how<br>management and the Board<br>have considered modern<br>slavery, see the Audit<br>Committee Report from page 83,<br>Human Rights on page 217 and<br>AstraZeneca’s Modern Slavery<br>Act Statement, which is<br>available on our website,<br>www.astrazeneca.com.<br>Community<br>We believe that creating a positive impact<br>for people, society and the planet requires<br>meaningful investments in the communities<br>where we live and work, with a focus on the<br>underserved. Our community investment<br>activities support non-profit organisations<br>all over the world to advance health equity,<br>increase access to care, drive scientific<br>innovation and build healthy and resilient<br>communities for all.<br>Workforce<br>We continue to build talent internally by<br>developing critical skills across our workforce,<br>ensuring we have the capabilities to achieve<br>our Ambition 2030. Our employees are a key<br>part of our strategy, and we are committed<br>to being a great place to work.<br>Health authorities<br>We engage regulators globally about the<br>manufacture, development, review, approval<br>and marketing of our products.<br>In addition to the principal stakeholders described on pages 74 and 75, the Board considers the following stakeholder groups important<br>for the business operations and strategic direction of the Company.<br>Governments<br>AstraZeneca partners closely with<br>governments around the world to promote<br>health, support healthcare research and<br>innovation, facilitate equitable access to<br>innovative care solutions, and build resilient<br>and sustainable healthcare systems.<br>Multilateral and non-governmental<br>organisations<br>AstraZeneca partners with multilateral<br>organisations and non-governmental<br>organisations (NGOs) to improve health<br>equity, strengthen health systems resilience<br>and tackle climate change, all in support<br>of the UN Sustainable Development Goals.<br>In health equity, we focus on ensuring<br>representation in our science, including<br>clinical trials and genomics research, and<br>improving healthcare delivery through<br>equitable screening, diagnosis and treatment<br>programmes. Our community investments<br>help to prevent disease through youth health<br>promotion and education, and support<br>urgent humanitarian needs, including<br>disaster relief and product donations.<br>Media<br>An active and constructive relationship with<br>the media is important to build trust with the<br>Company’s key stakeholders by transparently<br>reporting on the Group’s activities, including<br>the results of key trials and business<br>updates, as well as seeking to enhance and<br>protect the reputation of the organisation.<br>Suppliers and third-party providers<br>We work with a broad range of third-party<br>suppliers to provide the goods and services<br>needed to deliver life-changing medicines<br>to patients globally. Our Procurement<br>function operates efficiently and effectively<br>to drive collaboration with those third-parties, fostering innovative, ethical and<br>sustainable ways of working across the<br>entire supply chain.<br>The stakeholder table on pages 74 and 75<br>sets out management’s main interactions<br>with certain key stakeholders. Feedback<br>from these interactions is provided to the<br>Board in a variety of ways, which allows<br>the Board to understand the key interests<br>of stakeholders and consider them in its<br>decision-making process.<br>The Board undertakes additional direct<br>engagement with stakeholders to better<br>understand their interests and concerns, so<br>these can be factored into its decision making.<br>Examples of the Board’s engagement are set<br>out in the following columns. Information on<br>how stakeholders and other factors were<br>considered in the Board’s principal decisions<br>in 2025 is set out on the following page.<br>Full Board/Other<br>• During 2025, a number of Directors,<br>including the CEO, the CFO and the<br>Chair, met investors at roadshows and<br>in one-on-one and group meetings.<br>• The 2025 AGM and the November 2025<br>general meeting regarding the harmonised<br>listing structure were digitally-enabled<br>and broadcast live, which allowed the<br>Company’s geographically diverse<br>shareholder base to participate in the<br>meeting and engage with the Board. The<br>digitally-enabled format allowed Directors<br>and shareholders to join from locations<br>across the globe.<br>• Investor reports and financial analysts’<br>consensus data are made available to<br>the Board. Feedback is regularly provided<br>to the Board by management on their<br>interactions with investors.<br>• The CEO and the CFO, along with<br>other members of management, met<br>governmental agencies and regulators<br>to discuss matters including the pricing<br>of medicines and equitable access.<br>• The CEO and other members of<br>management attended a number of<br>scientific conferences in 2025, relevant<br>to the Company’s main areas of R&D<br>and Commercial activity.<br>• During the 2025 World Economic Forum<br>in Davos, Switzerland, the Chair and<br>senior leaders met with more than<br>25 governments and participated in four<br>speaking engagements, highlighting the<br>need to advance the sustainable<br>transformation of health systems.<br>• The Chair was elected to the Steering<br>Committee of the European Round Table<br>of Industry (ERT) in May 2025. Through ERT<br>plenaries, as well as Steering Committee<br>and other meetings, the Chair engaged<br>high-level officials from the EU, Denmark,<br>Italy and the UK on strengthening<br>European economic competitiveness<br>and building more resilient and<br>sustainable health systems.<br>• The CEO, CFO and the Chair, regularly<br>engaged with employees through<br>in-person and online events, including<br>‘townhalls’ and ‘fireside chat’ sessions.<br>Employees had the opportunity to ask<br>questions in advance or during sessions.<br>• As part of its scheduled meetings during<br>the year:<br>– In London, UK, the Board hosted<br>select employees for a lunch.<br>– In Cambridge, UK, the Board met<br>employees, including scientists and<br>commercial teams, and external<br>stakeholders, including academics<br>and scientists.<br>– In Gaithersburg, US, the Board hosted<br>select employees for lunch and hosted<br>a ‘townhall’ meeting.<br>– In Abu Dhabi, UAE, the Board hosted<br>select employees for a dinner, hosted<br>a ‘townhall’ meeting and met external<br>stakeholders, including Abu Dhabi<br>government officials, through a series<br>of site visits and presentations.<br>• The Committees of the Board also engage<br>with employees and other stakeholders on<br>matters within their areas of responsibility.<br>For further information on Board<br>Committees’ engagement activities, see:<br>– Science Committee Report on page 81<br>– Sustainability Committee Report on<br>page 82<br>– Audit Committee Report from page 83<br>– Directors’ Remuneration Report from<br>page 90.<br>AstraZeneca Annual Report & Form 20-F Information 2025 76<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Corporate Governance Report<br>Corporate Governance Report	Connecting with our stakeholders continued
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• Assessed potential candidates’ experience<br>through review and meetings to confirm<br>they possessed the expertise and skills<br>necessary to contribute to the Company’s<br>long-term strategy, support management<br>in delivering long-term shareholder value<br>and life-changing medicines, and uphold<br>the highest standards for business conduct.<br>• Considered the independence of potential<br>candidates by assessing potential conflicts<br>of interest and affiliations to maintain<br>objectivity and unbiased judgement<br>in Board deliberations.<br>Harmonised listing structure<br>In September 2025, the Board approved the<br>harmonisation of the Company’s listing<br>structure, involving a direct listing of<br>AstraZeneca Ordinary Shares on the New<br>York Stock Exchange to replace the listing of<br>American Depositary Shares on the Nasdaq<br>in the US. Following shareholder approval<br>of the adoption of new Articles of Association<br>at a general meeting in November 2025,<br>the harmonised listing structure became<br>effective on 2 February 2026.<br>The Board considered: I L<br>How the Board had regard<br>to these matters:<br>• Reviewed the strategic rationale for<br>the harmonised listing structure and<br>confirmed its alignment with the<br>Company’s long-term strategy for<br>sustainable growth.<br>• Considered the benefits to the Company<br>of a global listing structure to widen the<br>pool of investors in AstraZeneca,<br>especially US domestic institutional and<br>retail investors, and ensuring that the<br>Group has the flexibility to access the<br>broadest available pool of capital,<br>including in the US.<br>• Considered the benefits to investors<br>of being able to trade their interests in<br>AstraZeneca Ordinary Shares across the<br>London, New York and Stockholm Stock<br>Exchanges, with the Company remaining<br>UK listed, headquartered and tax resident<br>and continuing to be included in the<br>FTSE 100 index and the OMX Stockholm<br>30 index.<br>Capital expenditure<br>In December 2025, the Board approved the<br>Group’s overall capital expenditure for 2026<br>which include investments by the Company<br>in new and expanded manufacturing<br>facilities in Virginia and Maryland, US which<br>form part of the Company’s planned<br>$50 billion investment in the US by 2030.<br>The Board considered: E I P L<br>How the Board had regard<br>to these matters:<br>• Considered the Group’s Purpose, to<br>push the boundaries of science to deliver<br>life-changing medicines to patients, and<br>how the Company’s capital investments<br>would support this Purpose.<br>• Reviewed the alignment of the capital<br>spend to strategic priorities, business<br>needs and delivery of Ambition 2030.<br>• Evaluated how the Company’s capital<br>investments would support the robust<br>pipeline of new modalities and growth<br>ambitions and enhance competitive<br>position.<br>Key<br>E Employees<br>I Investors<br>P Patients<br>L The long-term success<br>of the Company<br>M Maintaining high standards<br>of business conduct<br>Pipeline strengthening transactions<br>During 2025, the Board approved the<br>acquisition of EsoBiotec and the<br>restructuring of the Koselugo collaboration<br>as part of its commitment to strengthen the<br>Group’s pipeline and financial performance.<br>The Board considered: I P L M<br>How the Board had regard<br>to these matters:<br>• Reviewed the strategic rationale for the<br>transactions and confirmed alignment with<br>long-term growth objectives and delivery<br>of the Ambition 2030 goals.<br>• Considered the benefits to patients<br>if the Group was able to accelerate the<br>development of novel treatments, which<br>could potentially deepen clinical<br>responses and improve patient outcomes.<br>• Assessed the financial impact of the<br>transactions on the Group’s viability<br>and capital allocation priorities, alongside<br>the potential financial benefits from<br>the transactions.<br>Appointment of Karen Knudsen<br>as Non-Executive Director<br>In February 2025, the Board approved<br>Karen Knudsen’s proposal for election as a<br>Non-Executive Director at the Company’s<br>AGM. Following shareholder approval at the<br>AGM, Karen’s appointment became effective<br>on 11 April 2025. Karen joined the Science<br>Committee and Sustainability Committee<br>upon her appointment.<br>The Board considered: I L M<br>How the Board had regard<br>to these matters:<br>• Considered the Board’s diversity, time<br>commitments of potential candidates and<br>other relevant governance considerations,<br>including UK Corporate Governance Code<br>provisions, as well as Board and Board<br>Committee skills requirements and<br>succession planning considerations.<br>• Considered changes to the wider business<br>environment, such as the increasing<br>importance of technology and AI, and<br>changes in modalities, and what skills<br>the Board needed to ensure that it could<br>provide appropriate oversight to help<br>the Company continue to grow in such<br>an environment.<br>Set out below are examples of how key stakeholders, Section 172(1) of the Companies Act 2006 duties and other matters were considered<br>by the Board when making its Principal Decisions in 2025.<br>Principal Decisions in 2025<br> For our Section 172(1)<br>Statement, see page 46.<br>For more information, on:<br> Acquisitions and collaborations,<br>see Business development<br>on page 37 of the Business<br>Review.<br>Committees’ composition and<br>succession planning, see the<br>Nomination and Governance<br>Committee Report, on pages 79<br>and 80.<br> Investments, divestments and<br>capital expenditure, see US<br>investment plans on page 63.<br>AstraZeneca Annual Report & Form 20-F Information 2025 77<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Corporate Governance Report<br>Corporate Governance Report	Principal Decisions
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• In-person and virtual engagement with the<br>workforce, including ‘townhall’ meetings,<br>‘fireside chats’, Q&A sessions and lunches<br>when Board members visit our sites.<br>In 2025, Directors, individually and jointly,<br>visited various Group sites or hosted<br>in-person ‘townhall’ meetings across<br>the world, including in Belgium, Canada,<br>China, Germany, India, Ireland, Italy,<br>Mexico, Poland, Switzerland, the United<br>Arab Emirates, the US and the UK. This<br>approach maximises the reach of these<br>engagements and ensures interactions<br>across diverse roles and geographies,<br>as well as facilitating understanding<br>of business operations.<br>• The Board’s review of key workforce<br>data included the global workforce Pulse<br>survey, the biannual Workforce Culture<br>and Employee Engagement Report, and<br>data relating to talent, development,<br>inclusion and diversity initiatives. These<br>reports help demonstrate how our Values<br>and behaviours are embedded throughout<br>the workforce. Where the Board has<br>concerns that the culture does not reflect<br>our Values, the Board seeks assurances<br>from management that remedial action<br>has been taken and, where necessary,<br>requests senior management’s<br>attendance at Board meetings to discuss<br>corrective actions.<br>• The Remuneration Committee’s evaluation<br>of reward across the workforce<br>(as described on page 109).<br>Where required, issues or concerns<br>raised by the workforce are fed back to<br>management and discussed by the Board.<br>The Board believes that these holistic<br>approaches provide comprehensive access<br>to the views of the workforce, regardless<br>of location, and deliver meaningful insights<br>to inform strategic decision making.<br>AstraZeneca is committed to being a great<br>place to work. Engagement with our<br>employees and wider workforce is an<br>important element in ensuring an environment<br>where everyone is respected, openness is<br>valued, diversity is celebrated, and every<br>voice is heard. Our global workforce plays<br>a critical role in upholding our Values,<br>delivering our strategic priorities, and<br>sustaining both short- and long-term<br>performance. For AstraZeneca, ‘global<br>workforce’ includes full-time and part-time<br>employees, fixed-term workers and external<br>contractors working full- or part-time,<br>anywhere in the world.<br>The Board believes that engagement with<br>the workforce is a collective responsibility.<br>Consequently, the Board has chosen not<br>to implement any of the three methods set<br>out in the Code. Instead, it utilises a range<br>of established mechanisms and<br>communication channels across the Group<br>to ensure meaningful engagement with the<br>global workforce. These include:<br>2025 meeting. Ahead of the full Board<br>discussion, the Chair used the report to<br>guide his annual individual discussions<br>with each Director to reflect on their<br>contributions to the Board and identify<br>personal development needs. The Company’s<br>last externally facilitated Board evaluation<br>took place in 2024.<br>2025 outcomes and actions against<br>prior year recommendations<br>Key conclusions from the 2025<br>evaluation include:<br>• The Board continues to operate effectively<br>and remains well-balanced in terms<br>of expertise, geographic representation<br>and gender diversity.<br>• All Committees continue to demonstrate<br>strong performance and a high level<br>of commitment to their roles.<br>The evaluation identified several priorities<br>for 2026, including:<br>• Continued focus on: strategy and<br>navigating macroeconomic, geographical<br>and regulatory challenges; portfolio<br>prioritisation and capital allocation.<br>• Board and executive succession planning;<br>and new technologies, including AI.<br>• Continuing to bring significant issues<br>to the Board in a timely fashion to facilitate<br>effective discussion.<br>• Continuing to build and foster relationships<br>among Board members and supporting<br>the integration of newer Board members.<br>In response to recommendations from<br>the 2025 evaluation, the following actions<br>were taken:<br>• The Board received enhanced reporting<br>from the Nomination and Governance<br>Committee, including regular updates<br>on Executive Director succession planning.<br>• The Board received briefings<br>on geopolitical risk and the wider<br>pharmaceutical landscape.<br>• The content of the Board’s annual strategy<br>review was enhanced to provide more<br>in-depth focus on incremental or newer<br>areas of the business and more<br>competitive analysis and increased<br>review of strategic trends.<br>As part of the Board performance<br>evaluation, Directors were asked<br>to consider the following areas:<br>• Board composition<br>• Stakeholder oversight<br>• Board dynamics<br>• Board Committees<br>• Strategic oversight<br>• Risk oversight<br>• Succession planning<br>and people oversight<br>• Board materials and support<br>• Areas for future focus<br>2025 overview<br>During the year, the Board carried out its<br>annual evaluation of overall performance,<br>including that of its Committees and<br>individual Directors. The 2025 evaluation<br>was conducted internally, with support from<br>Christopher Saul Associates (CSA), an<br>independent, external corporate governance<br>advisory firm. CSA has no other commercial<br>relationship with the Company or any<br>individual Directors.<br>The evaluation process involved an online<br>questionnaire covering a broad range<br>of topics. CSA summarised the key themes<br>from the responses. The responses and<br>CSA’s summary were reviewed and<br>discussed by the Board at its December<br>AstraZeneca Annual Report & Form 20-F Information 2025 78<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Corporate Governance Report<br>Corporate Governance Report	Engaging with our workforce<br>Corporate Governance Report	Board performance evaluation
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“The Nomination and Governance<br>Committee works on behalf of the<br>full Board to review the composition<br>of the Board and its Committees and<br>carry out succession planning for<br>all Board positions.”<br>Nomination and<br>Governance Committee<br>members<br>• Michel Demaré (Chair)<br>• Euan Ashley<br>• Philip Broadley<br>• Sheri McCoy<br>• Nazneen Rahman<br> The full role of the Nomination<br>and Governance Committee<br>is set out in its terms of<br>reference, available at<br>www.astrazeneca.com.<br> For more information on each<br>Director’s individual experience<br>in these areas, see the Board<br>biographies on pages 68 and 69.<br>Non-Executive Directors’ experience, as at 31 December 2025<br>Skills and experience Total<br>Business<br>Finance<br>Experience in accounting, corporate finance, internal controls and associated risk management.<br>7<br>Management<br>Experience working in senior management roles of major companies, business transformation<br>and strategy.<br>8<br>Sales and marketing<br>Understanding and experience in sales and marketing.<br>3<br>Technology, digital and AI<br>Knowledge and experience in technology, biotechnology, AI and digital health tools.<br>5<br>Sustainability<br>Experience in managing the issues and opportunities associated with business sustainability,<br>including corporate social performance, stakeholder engagement, and science-based solutions.<br>5<br>Geographic<br>The regions where the Non-Executive Directors are primarily based.<br>UK 3<br>US 4<br>Europe 4<br>Asia 1<br>Industry-specific<br>Science<br>Practical knowledge and experience in scientific research, development and innovation.<br>7<br>Pre-AstraZeneca pharma<br>Professional experience in the pharmaceutical industry prior to joining AstraZeneca.<br>6<br>Medical doctor/physician<br>Clinically trained medical doctor and/or physician.<br>3<br>Committee’s role<br>The Committee works on behalf of the full<br>Board to review the composition of the Board<br>and its Committees and carry out succession<br>planning for all Board positions, including<br>taking the lead in the search for and<br>recruitment of new Directors. The Committee<br>ensures the Board has an appropriate<br>balance of expertise, experience and diversity.<br>A matrix that records the skills and experience<br>of current Board members is one of the main<br>tools used by the Committee to do this.<br>The matrix is shown in the table above.<br>Decisions relating to the appointment<br>of Directors are made by the entire Board<br>based on the Committee’s recommendations.<br>These take into account the merits of the<br>candidates and the relevance of their<br>background and experience, measured<br>against objective criteria, with care taken<br>to ensure appointees have enough time<br>to devote to the Board’s business.<br>Board and Board Committee<br>composition and succession planning<br>The Committee considers both planned<br>and unplanned (unanticipated) succession<br>scenarios. The Committee continued<br>to spend considerable time in 2025 on<br>succession planning for Non-Executive<br>Directors, as a number of Board members<br>approach nine-year terms. Having appointed<br>Rene Haas and Birgit Conix as Non-Executive<br>Directors with effect from 1 January 2025<br>and 1 February 2025 respectively, as<br>reported in the 2024 Annual Report, the<br>Committee successfully concluded the<br>appointment of Karen Knudsen as Non-Executive Director. Karen’s appointment took<br>effect following shareholder approval at the<br>AGM in April 2025, and Karen became<br>a member of the Science Committee and the<br>Sustainability Committee on appointment.<br>The search process was led by the Committee<br>and involved Karen meeting with multiple<br>Directors. As a globally-recognised cancer<br>scientist with broad executive experience<br>in oncology, Karen brings to the Board<br>significant knowledge and experience<br>of oncology, the US healthcare industry<br>and the medical academic environment.<br>At the AGM in April 2025, Andreas Rummelt<br>and Deborah DiSanzo retired from the Board.<br>On behalf of the Board, I would like to thank<br>them for their service to AstraZeneca and<br>valuable contributions to the Board’s work.<br>On behalf of the Nomination and<br>Governance Committee (the Committee),<br>I am pleased to present the Committee’s<br>report on its activities during 2025.<br>AstraZeneca Annual Report & Form 20-F Information 2025 79<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Nomination and Governance Committee Report<br>Nomination and Governance Committee Report
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The information presented in the tables<br>was collected on a self-reporting basis.<br>The Board, SET and Company Secretary<br>were provided with the prescribed table,<br>and asked to complete it based on how<br>they identify. As at 31 December 2025, the<br>Board is pleased that the Company met the<br>updated diversity policy targets as specified<br>in the FCA’s April 2022 Policy Statement on<br>‘Diversity and inclusion on company boards<br>and executive management’:<br>• 50% of the Board (and 50% of Non-Executive Directors) were women, above<br>the target of at least 40%.<br>• The Company met the policy target that<br>at least one of the Chair of the Board,<br>Chief Executive Officer, Senior<br>independent Non-Executive Director<br>or Chief Financial Officer be a woman.<br>• 29% of the Board identified as from an<br>ethnic minority, above the target of at<br>least one Board member being from a<br>non‑white ethnic minority background.<br>Ongoing training and development<br>Following their appointments during 2025,<br>Rene, Birgit and Karen were offered a<br>tailored induction programme to provide an<br>understanding of the Group, reflecting their<br>expertise and any Committee memberships.<br>In addition to arranging comprehensive<br>induction programmes when new Non-Executive Directors are appointed to the<br>Board, the Committee recognises the<br>importance of continuing development and<br>training opportunities for all Directors. We<br>are committed to developing a culture of<br>lifelong learning throughout our organisation.<br>Specific sessions with internal and external<br>experts are periodically arranged for the full<br>Board, which for example have included<br>sessions on geopolitical risk, the wider<br>pharmaceutical landscape and investor<br>perspectives on the Company and the<br>pharmaceutical sector.<br>At least annually, I discuss with each Director<br>their contribution to the work of the Board<br>and personal development needs. Directors’<br>training needs are met by: a combination<br>of internal and external presentations<br>and updates, as part of Board and Board<br>Committee meetings; topic-specific<br>training sessions, where required; and the<br>opportunity for Directors to attend external<br>courses at the Company’s expense.<br>Directors are also encouraged to visit Group<br>sites, physically or virtually, to deepen their<br>understanding of operations and engage<br>with employees and stakeholders.<br>Corporate governance<br>The Committee advises the Board<br>periodically on significant developments<br>in corporate governance and the Company’s<br>compliance with the UK Corporate Governance<br>Code (the Code). Further information on<br>our corporate governance arrangements,<br>including the Company’s statement of<br>compliance with the Code during the year,<br>is set out from page 71.<br>Michel Demaré<br>Chair of the Nomination and<br>Governance Committee<br>The Committee continued routine succession<br>planning work for the role of CEO, which, as<br>in previous years, included desktop research<br>relating to potential external candidates and<br>continued monitoring of the development of<br>potential internal candidates. The Committee<br>also reviewed succession planning for the<br>Senior Executive Team roles.<br>Board and Technology, Coulter Partners,<br>Heidrick & Struggles and Korn Ferry assisted<br>the Committee with its succession planning<br>and non-executive search work this year.<br>Board and Technology, Coulter Partners and<br>Heidrick & Struggles undertake executive<br>search assignments for the Company, and<br>Korn Ferry undertakes executive search<br>assignments and other recruitment-related<br>activities for the Company. The four firms<br>used for succession planning work during<br>the year have no other connection with<br>AstraZeneca or its individual Directors.<br>Inclusion and diversity<br>The Board views all aspects of diversity<br>among Board members as important<br>considerations when reviewing its<br>composition. The Board aims to maintain<br>a balance in terms of the range of experience<br>and skills of individual Board members,<br>which includes relevant international<br>business, pharmaceutical industry,<br>sustainability, and financial experience,<br>and appropriate scientific and regulatory<br>knowledge. The biographies of current<br>Directors are set out on pages 68 and 69.<br>The Board’s Inclusion and Diversity Policy<br>(the Policy), which is applicable to the Board<br>and its Committees, reinforces the Board’s<br>ongoing commitment to all aspects of<br>diversity and to fostering an inclusive<br>environment in which each Director feels<br>valued and respected. Although the Board<br>appoints candidates using objective criteria,<br>primarily based on merit and relevant<br>experience, it recognises that an effective<br>Board requires diversity. To help recruit<br>Directors from a broad, qualified group<br>of candidates, the Policy requires the use<br>of at least one professional search firm that<br>has signed up to the ‘Voluntary Code of<br>Conduct for Executive Search Firms’, which<br>the Company has complied with in 2025.<br>The Board’s approach to inclusion and<br>diversity continues to yield successful<br>results, as shown in the following tables.<br> The Board’s Inclusion and<br>Diversity Policy can be read<br>in full on our website,<br>www.astrazeneca.com.<br> Information about our approach<br>to diversity in the organisation<br>below Board level can be found<br>in People, on page 39 of the<br>Business Review.<br>Table 1. Reporting table on sex/gender representation as at 31 December 2025<br>Number<br>of Board<br>members<br>Percentage<br>of the Board<br>Number of<br>senior positions<br>on the Board1<br>Number in<br>executive<br>management2<br>Percentage<br>of executive<br>management<br>Men 7 50% 3 6 55%<br>Women 7 50% 1 5 45%<br>Non-binary – – – – –<br>Not specified/prefer not to say – – – – –<br>Table 2. Reporting table on ethnicity representation as at 31 December 2025<br>Number<br>of Board<br>members<br>Percentage<br>of the Board<br>Number of<br>senior positions<br>on the Board1<br>Number in<br>executive<br>management2<br>Percentage<br>of executive<br>management<br>White British or other White<br>(including minority-white groups) 10 71% 3 9 82%<br>Mixed/multiple ethnic groups 1 7% – – –<br>Asian/Asian British 3 22% 1 2 18%<br>Black/African/Caribbean/<br>Black British – – – – –<br>Other ethnic group, including Arab – – – – –<br>Not specified/prefer not to say – – – – –<br>1 Chair, CEO, CFO and Senior independent Non-Executive Director. 2 Executive management includes the SET and Company Secretary.<br>AstraZeneca Annual Report & Form 20-F Information 2025 80<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Nomination and Governance Committee Report<br>Nomination and Governance Committee Report continued
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Activities during the year<br>The Committee met seven times during 2025,<br>both virtually and face-to-face. This included<br>a two-day meeting at the AstraZeneca site<br>in Gaithersburg, US where the Committee<br>members engaged with R&D employees<br>over several different sessions. Committee<br>members attended a poster session with<br>scientists from AstraZeneca and Alexion,<br>and held one-to-one meetings with global<br>R&D leaders. The Committee also hosted<br>a lunch with AstraZeneca scientists,<br>including rising stars nominated by various<br>functions, visited the new cell therapy<br>manufacturing site in Rockville, US and<br>completed a lab tour of the AstraZeneca<br>cell therapy research facilities at One<br>MedImmune Way in Gaithersburg, US.<br>Our key areas of focus during the year<br>included:<br>• Company strategy and strategic<br>priorities for R&D: including key<br>prioritised science platforms across<br>R&D (Oncology, BioPharmaceuticals<br>and Rare Disease) and areas of focus<br>for long-term success.<br>• AstraZeneca R&D strategic science<br>capabilities: including the cell therapy<br>strategy across therapy areas, and<br>in-depth reviews of precision therapies<br>(cellular therapies and viral and non-viral<br>gene therapies) and targeted therapies<br>(antibody drug conjugates and<br>radioconjugates).<br>• Business development strategy:<br>engagements with business development<br>teams across all therapy areas to review<br>strategic priorities, opportunities under<br>evaluation and key insights.<br>• Acquisitions and in-licensing<br>agreements: review for the Board<br>the scientific case for acquisition,<br>collaboration and licensing<br>opportunities, including:<br>– Acquisition of EsoBiotec, a<br>biotechnology company pioneering<br>in vivo cell therapies that has<br>demonstrated promising early<br>clinical activity.<br>– A collaboration and licensing agreement<br>with Harbour BioMed to discover<br>multi-specific antibodies.<br>– A collaboration and licensing agreement<br>with Syneron Bio to develop macro-cyclic peptides.<br>• Data science and AI: sessions focused<br>on multimodal foundation models for clinical<br>development and enabling data access<br>for AI as part of a comprehensive<br>multi-meeting process focused on all<br>potential impacts of AI on AstraZeneca R&D.<br>• Corporate scorecard outturn and goal<br>setting: providing insight and feedback<br>to the Remuneration Committee in support<br>of 2025 achievements and 2026 goal<br>setting relating to R&D.<br>Euan Ashley<br>Chair of the Science Committee<br>Chair’s introduction<br>The Science Committee’s (the Committee)<br>core role is to provide assurance to the<br>Board regarding the quality, competitiveness<br>and integrity of the Group’s R&D activities.<br>We achieve this through dialogue with<br>AstraZeneca’s R&D leaders and other<br>scientist employees, as well as visits<br>to our R&D sites throughout the world.<br>Our role is to review and assess:<br>• The approaches we adopt in respect<br>of our chosen therapy areas.<br>• The scientific technology and R&D<br>capabilities we deploy.<br>• The scientific strategy for maintaining<br>our pipeline and competitiveness.<br>• The decision-making processes for R&D<br>projects and programmes.<br>• The quality of our scientists, their career<br>opportunities and talent development.<br>• Benchmarking against industry and<br>scientific best practice, where appropriate.<br>We also periodically review important<br>bioethical issues and assist in the<br>formulation of appropriate policies in relation<br>to such issues, agreeing these on behalf<br>of the Board. The Committee also considers<br>future trends in medical science and<br>technology, and reviews, on behalf of the<br>Board, the R&D aspects of specific business<br>development or acquisition proposals,<br>advising the Board on its conclusions.<br>Science Committee<br>members<br>• Euan Ashley (Chair)<br>• Karen Knudsen1<br>• Diana Layfield<br>• Tony Mok<br>• Nazneen Rahman<br>• Marcus Wallenberg<br>• EVP, Oncology<br>Haematology R&D2<br>• EVP, BioPharmaceuticals<br>R&D2<br>• CEO, Alexion2<br>1 Appointed as a member of the<br>Committee on 11 April 2025. 2 Co-opted member of the Committee.<br> The full role of the Science<br>Committee is set out in its<br>terms of reference, available<br>at www.astrazeneca.com.<br>“The Science Committee’s core<br>role is to provide assurance to<br>the Board regarding the quality,<br>competitiveness and integrity<br>of the Group’s R&D activities.”<br>AstraZeneca Annual Report & Form 20-F Information 2025 81<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Science Committee Report<br>Science Committee Report
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In 2025, the Committee met formally twice<br>and additionally held a dedicated strategy<br>day with key employees leading our global<br>sustainability agenda. These engagements<br>provided valuable insights into the<br>implementation of our strategy across<br>the business and enabled deeper dialogue<br>on emerging priorities. Direct input from<br>colleagues working on the ground helped<br>the Committee better understand both the<br>opportunities and challenges in translating<br>ambition into action.<br>The Committee’s discussions this year<br>focused on several strategic areas:<br>• Scope 3 strategy development:<br>including the transition to next-generation<br>propellants, product decarbonisation,<br>supplier engagement, compensation<br>mechanisms, and target-setting.<br>• Health equity: exploring how our strategy<br>supports access, affordability, and<br>outcomes across diverse populations.<br>• A strategic review of sustainability<br>initiatives: assessing alignment with<br>our broader corporate objectives and<br>impact potential.<br>• Ambition Zero Carbon: evaluating our<br>strategy and targets against the Science<br>Based Targets initiative (SBTi).<br>• Communication of our sustainability<br>strategy: ensuring clarity and consistency<br>in how we share our progress and<br>priorities with stakeholders.<br>• Supporting the Remuneration<br>Committee in its consideration of how<br>the delivery of our sustainability targets<br>is incentivised.<br>This year, we were pleased to welcome<br>Karen Knudsen to the Committee following<br>her appointment to the Board on 11 April 2025.<br>Karen brings significant knowledge of the<br>US healthcare sector and the medical<br>academic landscape, and her insights have<br>already proven valuable. I am grateful for<br>her contributions to the Committee’s<br>discussions and activities.<br>As Chair, I remain proud of the Committee’s<br>contribution to AstraZeneca’s sustainability<br>journey. We are committed to maintaining<br>robust governance, fostering transparency,<br>and supporting the Company in delivering<br>meaningful impact for patients, communities,<br>and the planet.<br>Nazneen Rahman<br>Chair of the Sustainability Committee<br>Chair’s introduction<br>The Sustainability Committee (the<br>Committee) continued its important work<br>during 2025 to oversee the execution<br>of the Company’s sustainability strategy.<br>In addition to this important function, the<br>Committee’s other roles are:<br>• Collaborating with the Audit Committee<br>to review the Company’s regulatory<br>disclosures relating to sustainability<br>and providing information and advice<br>to support the Board and Audit<br>Committee as required.<br>• Overseeing communication of<br>our sustainability activities with<br>our stakeholders.<br>• Monitoring developments and best<br>practice, and providing input to the<br>Board and other Board Committees<br>on sustainability matters as required.<br>• Advising the Remuneration Committee on<br>the Company’s sustainability metrics and<br>targets, and performance against these.<br>Activities during the year<br>Committee meetings and informal<br>interactions with employees provide<br>valuable opportunities for members<br>to engage directly with those responsible<br>for executing AstraZeneca’s sustainability<br>strategy. These exchanges helped the<br>Committee build a deeper understanding<br>of the initiatives underway, their progress,<br>and the individuals driving them – insights<br>we share with the wider Board.<br>Sustainability Committee<br>members<br>• Nazneen Rahman (Chair)<br>• Karen Knudsen1<br>• Sheri McCoy<br>• Marcus Wallenberg<br>Standing attendees at Committee meetings<br>during 2025 included the: EVP, Global<br>Operations, IT and the Chief Sustainability<br>Officer; and VP, Global Sustainability<br>and SHE.<br>1 Appointed as a member of the<br>Committee on 11 April 2025.<br> The full role of the Sustainability<br>Committee is set out in its terms<br>of reference, available at<br>www.astrazeneca.com.<br> For more information about<br>sustainability at AstraZeneca,<br>visit www.astrazeneca.com/<br>sustainability.<br>“The Sustainability Committee<br>continued its important work<br>in 2025 to oversee the execution<br>of the Company’s sustainability<br>strategy.”<br>AstraZeneca Annual Report & Form 20-F Information 2025 82<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Sustainability Committee Report<br>Sustainability Committee Report
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Audit Committee members<br>• Philip Broadley (Chair)<br>• Sheri McCoy<br>• Anna Manz<br>• Birgit Conix1<br>1<br> Appointed as a member of the<br>Committee on 1 February 2025.<br>and also inform the Committee’s in-depth<br>review sessions, which have included:<br>• Our business development processes.<br>• Sustainability-related regulations and the<br>measures in place to ensure compliance<br>with regulatory standards, proportionality<br>and balanced reporting.<br>• The tariffs required by the US Government<br>and the potential impact on the Group.<br>• The annual review of the Group’s risk<br>management framework and approach.<br>• A review of major capital projects.<br>• The planned upgrade of the Group’s<br>Enterprise Resource Planning IT systems<br>(S4HANA Project Axial).<br>• Our Information Technology and<br>Information Security (IT/IS) function,<br>including management and mitigation<br>of cybersecurity threats.<br>• Our Operations function, as we continue<br>to evolve our supply chain capabilities.<br>These sessions allowed the Committee<br>to explore specific areas of risk in a ‘real<br>world’ business context and in direct<br>dialogue with the business that have<br>responsibility for managing these risks.<br>Last year we reported that, following a<br>rigorous tender process, KPMG would be<br>appointed as the Group’s external auditor for<br>the financial year ending 31 December 2026.<br>During the year, the Committee reviewed plans<br>and activities undertaken by management<br>related to the audit transition and assurance<br>that independence would be in place by<br>1 May 2025. Further details are provided<br>on page 87. On behalf of the Committee,<br>I would like to thank PwC for their work<br>as the Group’s external auditor since 2017.<br>The Committee also spent considerable<br>time continuing to keep up to date on<br>external developments in the reporting<br>and regulatory environment, including<br>changes to sustainability-related reporting<br>requirements in the EU encompassing the<br>Corporate Sustainability Reporting Directive<br>(CSRD) and EU Taxonomy. The Committee<br>reviewed preparations for the new UK Failure<br>to Prevent Fraud offence and upcoming<br>changes to the UK Corporate Governance<br>Code (the Code) in readiness to meet the<br>additional disclosures over the effectiveness<br>of material controls as required by Provision 29.<br>We continued our approach of a combination<br>of in-person and virtual Committee meetings<br>and interactions with colleagues from across<br>the organisation, including in-person visits<br>by Committee members to AstraZeneca’s<br>sites in Germany and Poland, details of which<br>are provided on pages 85 and 86. I also<br>attended the Group Internal Audit (GIA) annual<br>conference at our Alexion manufacturing site<br>in Dublin, which allowed me to engage with<br>the GIA team and gain strategic insight into<br>their work. These interactions, along with<br>the in-depth sessions I refer to above, have<br>allowed Committee members to maximise<br>our engagement with colleagues across the<br>business, deepen our understanding of the<br>priorities and challenges facing many different<br>markets and business areas, and hear a wide<br>range of employees’ views directly.<br>I was also pleased to welcome Birgit Conix<br>as a member of the Committee in February<br>2025 and she has already brought a valuable<br>contribution to the Committee’s discussions<br>during the year.<br>We hope you find the Committee’s<br>report useful and informative and,<br>as ever, I welcome any feedback.<br>Philip Broadley<br>Chair of the Audit Committee<br>Chair’s introduction<br>On behalf of the Audit Committee (the<br>Committee), I am pleased to present the<br>Committee’s report on its activities and the<br>significant matters it considered during 2025.<br>The Committee’s principal responsibilities<br>include monitoring the integrity of financial<br>and sustainability reporting, including formal<br>announcements relating to financial<br>performance, reviewing the effectiveness<br>of internal controls, risk management,<br>compliance systems and processes,<br>overseeing the external and internal audit<br>processes, and oversight of external<br>sustainability reporting assurance.<br>The Committee believes that it has carried<br>out its responsibilities effectively throughout<br>the year, and to a high standard, providing<br>independent oversight. It has had good<br>support from AstraZeneca personnel<br>and PwC, the Company’s auditors.<br>The Committee continues to apply appropriate<br>challenge to the Company’s management, for<br>example, the change in revenue presentation<br>to include a new metric, Product Revenue,<br>and the change in metric from Product Sales<br>Gross Margin to Gross Margin as a percentage<br>of Total Revenue, were subject to robust<br>discussions and scrutiny from the Committee<br>before it was satisfied with management’s<br>approach. The Committee also discussed<br>the implications of US tariffs on accessibility<br>of medicines, including any accounting<br>implications, and requested a review of the<br>nature and accounting for sales incentives.<br>In addition, the Committee challenged<br>management on the extent and proportionality<br>of disclosures relating to sustainability reporting<br>in light of changing regulatory requirements.<br>The Committee’s agenda continues to be<br>driven by the Company’s key active risks<br>and key strategic programmes which are<br>considered at every Committee meeting,<br>“The Committee’s principal<br>responsibilities include monitoring<br>the integrity of financial and<br>sustainability reporting, including<br>formal announcements relating<br>to financial performance, reviewing<br>the effectiveness of internal controls,<br>risk management, compliance<br>systems and processes, overseeing<br>the external and internal audit<br>processes, and oversight of external<br>sustainability reporting assurance.”<br>AstraZeneca Annual Report & Form 20-F Information 2025 83<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Audit Committee Report<br>Audit Committee Report
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meetings during the year when the<br>Committee reviewed cybersecurity risks.<br>KPMG attended Committee meetings from<br>July 2025 as part of the audit transition post<br>independence, as well as attending some<br>sessions in their role as the sustainability<br>assurance provider. The Committee, and<br>separately the Committee Chair, also meet<br>privately and on an individual basis with<br>attendees which helps ensure the effective<br>flow of material information between the<br>Committee and management. The CEO<br>and other members of the SET attend<br>when required by the Committee.<br>Activities during the year<br>Financial reporting<br>Effective internal controls, appropriate<br>accounting practices and policies, and<br>the exercise of experienced judgement<br>by the Committee and the Board underpin<br>AstraZeneca’s financial reporting integrity.<br>The Committee’s activities in this area<br>in 2025 included:<br>• Reviewing key elements of the Financial<br>Statements and the estimates and<br>judgements contained in the Group’s<br>financial disclosures, as well as considering<br>the appropriateness of management’s and<br>the external auditor’s analysis and<br>conclusions on judgemental accounting<br>matters. The significant financial reporting<br>issues considered are described in detail<br>in the table on pages 88 and 89. Further<br>information on the significant accounting<br>matters considered is included within our<br>Group Accounting Policies from page 129.<br>• Considering the completeness and<br>accuracy of the Group’s reported financial<br>performance against its internal and<br>external key performance indicators<br>on a quarterly and annual basis.<br>• Reviewing the preparation of the Directors’<br>Viability Statement and considering the<br>adequacy of the analysis supporting the<br>assurance provided by that statement,<br>as well as the going concern assessment<br>and adoption of the going concern basis<br>in preparing this Annual Report and the<br>Financial Statements.<br>• Reviewing quarterly updates from both<br>management and PwC on the programme<br>of activities relating to control over<br>financial reporting and the effectiveness<br>of testing that has been performed<br>across the internal control environment.<br>• Considering the external auditor’s<br>reports on its audit of the Group Financial<br>Statements, as well as reports from<br>management, Global Compliance and<br>the external auditor on the effectiveness<br>of our system of internal controls and,<br>in particular, our internal control over<br>financial reporting. This included<br>consideration of compliance with<br>applicable provisions of the Sarbanes-Oxley Act, in particular, the status of<br>compliance with the programme of internal<br>controls over financial reporting implemented<br>pursuant to section 404 of that Act.<br>• Discussing financial reporting<br>considerations in relation to significant<br>transactions that occurred in the year<br>including the acquisition of EsoBiotec<br>and FibroGen China, the amortisation<br>and impairment of intangible assets,<br>restructuring programmes, the addition<br>of the Product Revenue subtotal and<br>the presentation of Alliance Revenue,<br>Collaboration Revenue and Gross<br>Margin metrics.<br>• Reviewing, with appropriate challenge,<br>the outcomes from the Group’s budgeting<br>and forecasting process for the near term,<br>including capital expenditure projections.<br>The Committee was pleased to receive<br>a formal correspondence from the Financial<br>Reporting Council (FRC), which informed us<br>that the FRC had conducted both a limited<br>scope review of our supplier finance<br>arrangements disclosures in the 2024<br>Annual Report, as well as a separate review<br>of our reporting against certain principles<br>and provisions of the Code, and concluded<br>with no questions or queries that required<br>our attention. The Committee also noted that<br>the Group received formal communication<br>from the Council for Swedish Financial<br>Reporting Supervision, which had reviewed<br>our 2024 Annual Report and accordingly<br>submitted questions. Following receipt<br>of our responses to these questions, the<br>Council had no further questions and<br>satisfactorily closed the review.<br>Risk identification and management<br>The Committee received quarterly updates<br>on the Company’s risks, which informed the<br>Committee’s agenda and targeted deep‑dive<br>reviews. These activities were complemented<br>by the Committee’s review of the risk<br>management framework (including principal<br>and emerging risks), which enabled the<br>Committee to review and challenge the<br>effectiveness of the Company’s risk<br>management and internal control systems.<br>The Committee also reviewed the Viability<br>Statement and considered, in detail, the<br>validity of each scenario and also assessed<br>whether proposed mitigations were viable.<br>Cybersecurity risk, digital security and<br>information governance<br>The Committee noted that the approach<br>to identifying, assessing and managing<br>cybersecurity risk is integrated within our<br>Group-wide approach to risk management,<br>with failure in information technology and<br>cybersecurity identified as a Principal Risk.<br>The Committee conducted regular reviews<br>of cybersecurity risks, the effectiveness<br>of existing mitigations and the need for<br>additional mitigations. These reviews are<br>supported by senior management, GIA<br>and other assurance providers.<br>Committee overview<br>Committee composition<br>In December 2025, the Board determined<br>the Committee met the UK and US<br>composition requirements by virtue of Philip<br>Broadley, Anna Manz and Birgit Conix having<br>recent and relevant financial experience for<br>the purpose of the Code, having competence<br>in accounting and/or auditing for the purpose<br>of the Disclosure Guidance and Transparency<br>Rules, and being financial experts for the<br>purposes of the Sarbanes-Oxley Act. All<br>Committee members are independent for<br>the purposes of the Code, and all meet the<br>SEC independence criteria. The Committee,<br>as a whole, have competence relevant to<br>the sector in which the Company operates,<br>by virtue of their experience of working<br>in science-driven, healthcare and/or<br>pharmaceutical industries, or as a result<br>of their tenure with AstraZeneca. The<br>Committee members’ qualifications, skills<br>and experience are detailed in their biographies<br>on pages 68 and 69 and meeting attendance<br>is shown on page 67.<br>Role of the Committee<br>The Committee’s responsibilities were<br>updated in the year to include the review<br>of, and reporting to the Board on, matters<br>related to sustainability reporting and the<br>relationship with the sustainability assurance<br>provider. The Committee reports to the<br>Board on the principal matters it considers<br>and any significant concerns it has or that<br>have been reported to it.<br>Attendance at Committee meetings<br>Routine attendees at Committee meetings<br>include the CFO; the Chief Human<br>Resources Officer, Chief Compliance Officer<br>and General Counsel; the VP, Ethics &<br>Transparency and Deputy Chief Compliance<br>Officer; the Deputy General Counsel; the VP,<br>Group Internal Audit; the SVP, Finance,<br>Group Controller and Head of Global Finance<br>Services; and the Company’s external<br>auditor. Diana Layfield attended Committee<br> The full role of the Audit<br>Committee is set out in its<br>terms of reference, available<br>at www.astrazeneca.com.<br> For more information on:<br> The basis of preparation of the<br>Financial Statements on a going<br>concern basis, see page 224<br>and in the Financial Statements,<br>see page 129.<br>The significant financial<br>reporting issues considered,<br>see the table set out on pages<br>88 and 89.<br> The Viability Statement, see<br>page 46 and the Principal Risks<br>faced by the Group, see Risk<br>Overview from page 47.<br>Digital technologies, see page 36.<br>AstraZeneca Annual Report & Form 20-F Information 2025 84<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Audit Committee Report<br>Audit Committee Report continued
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AstraZeneca operates within the law<br>in all countries where we operate.<br>• The monitoring, review, education and<br>improvements made to support assurance<br>that the risk of modern slavery and human<br>trafficking is eliminated, to the fullest extent<br>possible, from AstraZeneca’s supply chain.<br>• Reports on external developments and<br>enforcement trends and related risk<br>mitigation measures across a variety<br>of risks as well as specific updates from<br>key markets and regions.<br>Internal Audit<br>The Committee reviewed GIA’s activities,<br>including:<br>• Reviewing quarterly reports of work<br>carried out by GIA, including the status<br>of follow-up actions with management.<br>In 2025, GIA provided assurance over<br>compliance with significant policies, plans,<br>procedures, laws and regulations, as well<br>as risk-based audits across a broad range<br>of key business activities and continued<br>its thematic reporting to the business.<br>The 2025 audit plan was aligned to our<br>key active risks and wider risk taxonomy.<br>Separate meetings are arranged to<br>discuss follow-up actions in more depth<br>with specific teams, when required<br>by the Committee.<br>• Carrying out the annual effectiveness<br>review of GIA in late 2025 by considering<br>its performance against the internal audit<br>plan and key activities.<br>• Approving the 2026 internal audit plan,<br>which is aligned to our key active risks<br>and wider risk taxonomy.<br>• Considering the geographic presence,<br>reach and capabilities of GIA and the<br>appropriateness of the Group’s resource<br>allocation for this vital assurance function.<br>The Committee supports GIA’s efforts<br>to deploy its resources in line with the<br>continuously evolving shape and size of<br>the overall organisation and was satisfied<br>with the quality, experience and expertise<br>of the GIA function.<br>An independent External Quality Assessment<br>of GIA is performed every five years and was<br>last performed in 2021.<br>External audit<br>The Company’s external auditor, PwC, provided<br>quarterly reports to the Committee over key<br>audit and accounting matters, and business<br>processes, internal controls and IT systems.<br>The Committee oversaw the conduct,<br>performance and quality of the external audit<br>through its review and challenge of the<br>coverage of the external auditor’s audit plan<br>and monitoring against it. The Committee<br>maintained regular contact with PwC<br>through formal and informal reporting and<br>discussion throughout the year, with<br>a continued focus on maintaining audit<br>efficiency and quality. The Committee also<br>sought management’s feedback on the<br>conduct of the audit and considered the<br>level of and extent to which the auditors<br>challenged management’s assumptions.<br>A number of interactions took place between<br>Committee members and PwC during the<br>year, outside of formal Committee meetings,<br>to enhance the Committee’s understanding<br>of the audit process, including the Committee<br>Chair attending and presenting at PwC’s<br>Account Planning Workshop in March 2025.<br>The Committee reviewed audit and non-audit fees of the external auditor during<br>the year, including the objectivity and<br>independence of the external auditor<br>through the application of the Audit and<br>Audit-Related Services Approval Policy,<br>as described further on pages 86 and 87.<br>Engagement with employees and other<br>stakeholders<br>The Committee regularly interacts with<br>members of management below the SET<br>and seeks wider engagement with the Group’s<br>employees and other stakeholders, during<br>deep dive sessions at formal Committee<br>meetings and as separate engagements.<br>Committee members undertook a mixture<br>of in-person and virtual interactions with<br>a wide range of teams from across the<br>organisation. This included teams from<br>IT/IS, Operations, Finance, International,<br>Sustainability, and Business Development.<br>Committee members visited AstraZeneca<br>sites in Germany and Poland where they<br>engaged with employees from across these<br>markets, including through all-employee<br>townhalls and Q&A sessions, and breakfasts<br>and lunches with small groups of employees.<br>They also received presentations which<br>included introductions to AstraZeneca<br>in these markets and business outlook,<br>examples of AI use and innovation, and<br>insights into different therapy areas and<br>business areas. Philip Broadley also attended<br>the GIA annual conference at the Alexion site<br>in Ireland which provided the opportunity<br>to engage with the wider GIA team.<br>The breadth of these interactions is crucial<br>in enhancing the Committee’s understanding<br>of the business and provides valuable<br>insights into the key issues and challenges<br>relating to, and current and emerging risks<br>associated with, our activities in these areas.<br>Sustainability reporting<br>The Committee is responsible for reviewing<br>the approach, key elements and principal<br>disclosures related to sustainability reporting<br>in the Company’s annual reports, Form 20-F<br>filings and quarterly results announcements.<br>The Committee’s activities in this area<br>included:<br>• Review of the Group’s double materiality<br>assessment, Task Force on Climate-related Financial Disclosures (TCFD)<br>disclosures and the EU Taxonomy<br>disclosures in this Annual Report. These<br>statements, as well as the Sustainability<br>Data Annex, are also reviewed by the<br>Sustainability Committee to support<br>the Committee’s review.<br>• Reviewing quarterly updates by<br>management on proposed and updated<br>regulations by the EU, Sweden, the UK<br>and the International Sustainability<br>Standards Board on sustainability reporting<br>and the Group’s approach to ensure<br>compliant and proportional disclosures<br>in the 2025 Annual Report.<br>• Considering the sustainability assurance<br>provider’s quarterly reports covering<br>assurance work carried out in the period,<br>including any findings and recommendations.<br>The Committee oversaw the conduct and<br>performance of the sustainability assurance<br>provider, KPMG, through its review and<br>challenge of the scoping and assurance<br>plan, and monitoring performance against<br>the plan. The Committee also reviewed the<br>effectiveness of KPMG as the sustainability<br>assurance provider and concluded that the<br>sustainability assurance process was<br>effective for the year ended 31 December 2025.<br>Legal and Compliance<br>The Committee’s activities in this area<br>included reviewing:<br>• Quarterly reports from the Legal function<br>to monitor the status of significant litigation<br>matters and governmental investigations.<br>• Quarterly reports from Global Compliance<br>to provide oversight of key compliance<br>incidents and the dispersion of incidents<br>and related disciplinary actions across<br>markets, business units and management<br>hierarchy. The reports included insights<br>from incidents, assurance activities and<br>related corrective actions taken so that<br>the Committee could assess the<br>effectiveness of controls and monitor<br>and ensure timely remediation.<br>• Reports at each Committee meeting<br>allowing the Committee to continue<br>its close monitoring of the ongoing<br>investigations by Chinese authorities<br>previously reported and described<br>further in Note 30 on page 188.<br>• Reporting on compliance with<br>AstraZeneca’s Code of Ethics to ensure<br>high ethical standards and that<br> For more information on<br>our Code of Ethics and on<br>Anti-bribery and anti-corruption, see pages 34 and 35.<br>AstraZeneca’s Modern<br>Slavery Act Statement is<br>available on our website,<br>www.astrazeneca.com.<br>AstraZeneca Annual Report & Form 20-F Information 2025 85<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Audit Committee Report
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Fair, balanced and<br>understandable assessment<br>At the Board’s instruction, the Committee<br>assessed this Annual Report to ensure that,<br>taken as a whole, it is fair, balanced and<br>understandable, and provides necessary<br>information for shareholders to assess the<br>Company’s position and performance,<br>business model and strategy. The Committee<br>reviewed the governance structure and<br>assurance mechanisms for the preparation<br>of this Annual Report and the contributor<br>and SET member verification process.<br>An early draft of this Annual Report was<br>reviewed to assess proposed content and<br>structural changes from the prior year, and<br>to undertake a review of the reporting for the<br>year, following which Committee members<br>provided their individual and collective<br>feedback. In line with its terms of reference,<br>the Committee (alongside the Board) took<br>an active part in reviewing the Company’s<br>quarterly results announcements and<br>considered the Company’s other public<br>disclosures which are managed through<br>its Disclosure Committee (the Committee<br>was updated on matters considered by the<br>Disclosure Committee regularly throughout<br>the year). To aid its review further, the<br>Committee also received a summary of<br>the final Annual Report content, including<br>AstraZeneca’s successes and setbacks<br>during the year and their placement within<br>the document.<br>These processes allowed the Committee<br>to provide assurance to the Board to assist<br>it in making the required statement under<br>the Code, as set out from page 71.<br>Internal controls<br>Information on the Company’s internal<br>controls is included in the Audit, risk and<br>internal control section in the Corporate<br>Governance Report on page 73. During the<br>period covered by this Annual Report there<br>was no change in our internal control over<br>financial reporting that occurred that has<br>materially affected, or is reasonably likely<br>to materially affect, our internal control<br>over financial reporting.<br>At the January 2026 Committee meeting,<br>the CFO presented the conclusions of the<br>evaluation by the CEO and CFO of the<br>effectiveness of our disclosure controls<br>and procedures that is required by Item 15(a)<br>of Form 20-F as at 31 December 2025.<br>Based on their evaluation, the CEO and the<br>CFO concluded that, as at that date, the<br>Company maintained an effective system<br>of disclosure controls and procedures.<br>External auditor<br>PwC is the Company’s external auditor.<br>In April 2025, PwC was reappointed as the<br>Company’s auditor for the financial year<br>ended 31 December 2025, its ninth<br>consecutive year as auditor, having first<br>been appointed for the financial year ended<br>31 December 2017, following a competitive<br>tender carried out in 2015. Sarah Quinn<br>continued as the lead audit partner at PwC<br>for 2025 following her appointment in<br>January 2022.<br>In February 2025, the Committee<br>recommended, and the Board approved,<br>the appointment of KPMG as the<br>Company’s auditor for the financial year<br>ending 31 December 2026. Accordingly,<br>a resolution to appoint KPMG as auditor<br>will be put to shareholders at the<br>Company’s AGM in April 2026.<br>Audit, audit-related and other assurance<br>services provided by the external auditor<br>The Committee maintains the Audit,<br>Audit-Related and Sustainability Assurance<br>Services Pre-Approval Policy (the Policy)<br>for the pre-approval of all audit, audit-related<br>and other assurance to ensure that the<br>independence of the external auditor is<br>not impaired.<br>Certain audit and audit-related services can<br>be performed by the external auditor, subject<br>to annual fee limits agreed with the Committee<br>in advance. Pre-approved services below<br>a trivial threshold (within the overall annual<br>fee limit) require case-by-case approval<br>by the SVP Finance, Group Controller and<br>Head of Global Finance Services.<br>Pre-approved audit services include the<br>annual financial statement audit (including<br>quarterly and half-year reviews), Sarbanes-Oxley Act section 404 attestation, statutory<br>audits for subsidiary entities, and other<br>procedures which form an opinion on the<br>Group’s Consolidated Financial Statements.<br>The pre-approved audit-related services,<br>which the Committee believes reasonably<br>related to the performance of the audit<br>or review of the Company’s Financial<br>Statements, included certain services<br>required by law or regulation, such as<br>financial statement audits of employee<br>benefit plans and capital market transactions.<br>The Policy prohibits tax services, but allows<br>for audit-related services like assurance<br>on tax regulatory certificates.<br>The CFO (supported by the SVP Finance,<br>Group Controller and Head of Global Finance<br>Services), monitors all services provided<br>by the external auditor. Authority for<br>approving work exceeding the pre-agreed<br>annual fee limits or the trivial threshold is<br>delegated to the Committee Chair. Regular<br>reports are provided to the Committee on the<br>operation of the pre-approval procedures.<br>The Committee welcomes the opportunity<br>to engage directly with employees in these<br>meetings which provide an opportunity to<br>gauge employee sentiment and hear their<br>views directly. The Committee also uses<br>these interactions to communicate the<br>importance it attaches to compliance and<br>our ‘speak up’ culture.<br>Reporting and regulatory environment<br>The Committee has kept abreast of<br>developments in the reporting and<br>regulatory environment. This has included<br>governance and audit reforms in the UK,<br>changes to the UK Listing Rules, and<br>developments in sustainability-related<br>reporting requirements in a number of<br>jurisdictions. The Committee focused<br>considerable effort keeping abreast of<br>proposed and enacted legislation over<br>sustainability reporting, in particular the EU<br>Omnibus 1 proposals simplifying the CSRD<br>reporting requirements, among other<br>changes. The Committee also reviewed<br>the proposals to simplify EU Taxonomy<br>disclosures requirements, as well as<br>developments in the UK’s Sustainability<br>Reporting Standards and the IFRS<br>Sustainability Reporting Standards.<br>Ensuring the quality of external financial and<br>sustainability reporting to shareholders and<br>other stakeholders is paramount to the<br>Committee. This includes its assessment<br>of the annual reports to ensure that, taken<br>as a whole, they are fair, balanced and<br>understandable (for which the process<br>is described on this page). External validation<br>of the Annual Report is an important<br>indicator of the quality of our reporting.<br>Committee performance<br>The Committee conducted the annual<br>evaluation of its own performance, referring<br>to the Committee-specific results of the<br>internal Board effectiveness review. The<br>results were reported to, and discussed with,<br>the Committee and the Board. The overall<br>results of the review were positive, with<br>the Committee described as being very<br>effective. The review noted that the change<br>in the Company’s external auditor would<br>continue to be a key focus area for the<br>Committee over the coming year.<br>AstraZeneca Annual Report & Form 20-F Information 2025 86<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Audit Committee Report<br>Audit Committee Report continued
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Further information about the<br>audit and non-audit fees for<br>2025 is disclosed in Note 31<br>to the Financial Statements<br>on page 191.<br>All services other than the pre-approved<br>audit and audit-related services, require<br>approval by the Committee on a case-by-case basis. In 2025, PwC provided<br>audit-related services including interim<br>reviews of the results of the Group for<br>the period ended 30 June 2025 and other<br>assurance services.<br>The increase to the statutory audit fee for<br>2025 is largely driven by scope changes<br>and inflationary increases.<br>Fees for audit-related and other assurance<br>services amounted to 6% of the fees payable<br>to PwC for audit services in 2025 (2024:<br>10%). The Committee is mindful of the 70%<br>non-audit services fee cap under EU<br>regulation, together with the overall proportion<br>of fees for audit and audit-related services<br>in determining whether to pre-approve such<br>services. Fees for audit-related and other<br>assurance services payable to PwC in 2025<br>were 6% (2024: 11%) of average audit fees<br>over 2022 to 2024 (2024: 2021 to 2023).<br>PwC were better placed than any alternative<br>provider to provide these services in terms<br>of their familiarity with the Company’s<br>business, skills, capability and efficiency<br>with which they could deliver the relevant<br>services. All such services were either within<br>the scope of the pre-approved services set<br>out in the Policy or were presented to<br>Committee members for pre-approval and<br>all such services were permitted by the FRC<br>Ethical Standard.<br>$33.8m<br>$31.8m<br>2025<br>2024<br>Audit, audit-related and other<br>assurance services<br>Statutory audit fee<br>Audit-related and other assurance services<br>Assessing external audit effectiveness<br>The Committee evaluated PwC’s<br>performance and its compliance with<br>independence criteria under applicable<br>statutory, regulatory, and ethical standards.<br>PwC’s effectiveness was assessed<br>principally against four key factors:<br>judgement; mindset and culture; skills,<br>character and knowledge; and quality<br>control. The assessment also took into<br>account views of senior management within<br>Finance and regular Committee attendees.<br>In evaluating audit quality, the Committee<br>focused on PwC’s effective use of experts<br>and technology, and its appropriate<br>challenge of management’s judgements<br>especially in relation to areas of significant<br>financial reporting issues (as described<br>in the table on pages 88 and 89). Areas<br>reviewed by the Committee included PwC’s<br>extensive and detailed review of the<br>valuations and assumptions related<br>to defined benefit pension valuations,<br>assumptions and calculations over Gross<br>to Net Product Sales, legal settlements in<br>the year, intangible asset assumptions used<br>in cash flow modelling, and the recognition<br>and measurement of uncertain tax liabilities.<br>The Committee concluded that PwC’s<br>audit was effective for the year ended<br>31 December 2025.<br>External audit transition<br>Following a tender process in 2024, the<br>Committee recommended, and the Board<br>approved, that KPMG be appointed as the<br>external auditor for the financial year ended<br>31 December 2026, subject to shareholder<br>approval at the 2026 AGM.<br>To ensure a smooth transition from PwC<br>to KPMG, the Committee has monitored<br>the activities of the audit transition, which<br>commenced on 1 May 2025. This included<br>the review of, and the review of the delivery<br>of, plans to ensure KPMG exited all services<br>requiring a one-year ‘cool-in’ period ahead<br>of 1 January 2026, and exited all prohibited<br>services to be fully independent ahead<br>of 1 May 2025. This involved completion<br>of some KPMG engagements without<br>renewal, moving existing KPMG engagements<br>to alternative providers or in-housing other<br>activities. In addition, the Committee<br>considered, and received regular updates<br>on, KPMG’s audit transition plans. KPMG<br>also attended selected Group meetings with<br>management and PwC for the financial year<br>ended 31 December 2025, and is scheduled<br>to review PwC’s 2025 audit files after<br>completion of the audit.<br>The Committee also reviewed and approved<br>updates to the Policy to require pre-approval<br>of any services provided by KPMG outside<br>of services related to their role as the<br>sustainability assurance provider and<br>incoming auditor during the transition period.<br>From 1 May 2025, KPMG is subject to the<br>same pre-approval process, with the SVP<br>Finance, Group Controller and Head of<br>Global Finance Services approving all such<br>services below a trivial threshold, with any<br>services above the threshold requiring<br>Committee Chair approval.<br>All services approved for KPMG in the period<br>are reported to the Audit Committee on a<br>quarterly basis. All such services were either<br>within the scope of the pre-approved<br>services set out in the Policy or were<br>presented to Committee members for<br>pre-approval and all such services were<br>permitted by the FRC Ethical Standard.<br>Fees for sustainability assurance of $2.8m<br>were payable to KPMG for the year ended<br>31 December 2025, in addition to fees of<br>$0.5m for the audit of subsidiaries and $0.1m<br>for other assurance services.<br>Regulation<br>The Committee considers that the Company<br>has complied with the Competition and<br>Markets Authority’s Statutory Audit Services<br>for Large Companies Market Investigation<br>(Mandatory Use of Competitive Tender<br>Processes and Audit Committee<br>Responsibilities) Order 2014 and the FRC’s<br>Audit Committees and External Audit<br>Minimum Standard in respect of its financial<br>year commencing 1 January 2025. The<br>Committee was also pleased to obtain<br>notification from the FRC that our reporting<br>on the audit tendering process in our 2024<br>Annual Report served as an example of good<br>practice in accordance with the Code.<br>AstraZeneca Annual Report & Form 20-F Information 2025 87<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Audit Committee Report
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Significant financial reporting issues considered by the Committee in 2025<br>Matter considered Committee’s conclusion and response<br>Valuation of<br>intangible assets<br> See Financial Review<br>from page 50 and<br>Note 11 to the<br>Financial Statements<br>from page 151.<br>The Group carries significant intangible assets on its<br>Consolidated Statement of Financial Position arising from<br>the acquisition of businesses and intellectual property (IP)<br>rights to medicines in development and on the market.<br>Each quarter, the CFO reports on the carrying value of<br>the Group’s intangible assets as well as the specific assets<br>identified as at risk of impairment. For at risk assets, the<br>Committee receives information on the difference between<br>the carrying value and management’s current estimate<br>of discounted future cash flows for these products (the<br>headroom). Products will be identified as ‘at risk’ if the<br>headroom is small or, for medicines in development,<br>there is a significant potentially adverse event such as the<br>publication of clinical trial results, which could significantly<br>alter management’s forecasts. The reviews also cover the<br>impact on any related contingent consideration arising from<br>previous business combinations.<br>The Committee considered the impairment reviews of the<br>Group’s intangible assets. Impairments of $8 million arose<br>in relation to launched products and $210 million in relation<br>to products in development.<br>The Committee assured itself of the integrity of the Group’s<br>accounting policy and valuation models for its assessment<br>and valuation of its intangible assets, including understanding<br>the key assumptions and sensitivities within those models.<br>The Committee also considered the internal and external<br>estimates for the Group’s cost of capital relative to the broader<br>industry. The Committee was satisfied that the Group had<br>appropriately accounted for the identified impairments.<br>Revenue recognition<br> See Financial Review<br>from page 50 and<br>Note 2 to the Financial<br>Statements from<br>page 140.<br>The US is our largest single market and accounted for<br>43% of our Total Revenue in 2025. Revenue recognition,<br>particularly in the US, is affected by rebates, chargebacks,<br>returns, other revenue accruals and cash discounts.<br>The Committee pays attention to management’s estimates<br>of these items, its analysis of any unusual movements and<br>their impact on revenue recognition.<br>The Committee receives regular reports from management<br>and the external auditor on this complex area. The US market<br>remains highly competitive with diverse marketing and pricing<br>strategies adopted by the Group and its peers.<br>The Committee recognised the close monitoring and control<br>by management of the overall gross-to-net deductions.<br>The Committee reviewed management’s proposal to update<br>the presentation of Total Revenue reporting to add an additional<br>subtotal on the face of the Statement of Comprehensive Income<br>for ‘Product Revenue’ representing the summation of Product<br>Sales and Alliance Revenue. The Committee concurred with<br>management that the additional subtotal of revenue types with<br>similar characteristics reflects the growing importance of<br>Alliance Revenue.<br>Alternative performance<br>measures (APMs)<br> See Financial Review<br>from page 50.<br>AstraZeneca reports APMs to provide helpful supplementary<br>information to the IFRS measures to enable a better<br>understanding of the Group’s financial performance<br>and position.<br>In the current period, net restructuring charges of $237 million<br>were recorded within non-core items once the restructuring<br>programmes were approved. Management carefully analyses<br>the presentation of various items to ensure it is fair and<br>balanced, and follows guidelines issued by the European<br>Securities and Markets Authority and the SEC, as well as FRC<br>thematic reviews.<br>The Committee carefully considered management’s<br>presentation of the non-core items and concurred with<br>management’s presentation.<br>The Committee further considered management’s assessment<br>and recommendation to present the $223 million legal provision<br>costs as non-core items and concurred with management that<br>the presentation was appropriate due to their significance and<br>was consistent with classification in prior years.<br>The Committee reviewed proposed disclosures for non-GAAP<br>items in line with the various regulatory guidance and concurred<br>with management that the presentation enabled additional<br>helpful guidance.<br>Litigation and<br>contingent liabilities<br> See Note 30 to the<br>Financial Statements<br>from page 181.<br>AstraZeneca is involved in various legal proceedings<br>considered typical to its business and the pharmaceutical<br>industry as a whole, including litigation and investigations<br>relating to product liability, commercial disputes, infringement<br>of IP rights, the validity of certain patents, antitrust law, and<br>sales and marketing practices.<br>The Committee considers the Group’s approach to disclosure<br>of, and any liabilities for, relevant matters.<br>In the current period, net legal provisions of $223 million<br>were recorded for two legal proceedings within non-core<br>items once the criteria for recognising a provision were met.<br>Of the matters the Committee considered in 2025, the more<br>significant included: the defence of the IP litigation for Forxiga<br>and the commercial litigation relating to Seroquel XR and<br>Syntimmune, Inc.<br>The Committee carefully considered the progress of these legal<br>proceedings and the timing of recognition of any provision and<br>concurred with management’s assessment. The Committee was<br>satisfied that the Group was effectively managing its litigation<br>risks including seeking appropriate remedies and continuing<br>to defend its IP rights vigorously.<br>AstraZeneca Annual Report & Form 20-F Information 2025 88<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Audit Committee Report<br>Audit Committee Report continued
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Matter considered Committee’s conclusion and response<br>Tax charges and liabilities<br> See Note 5 to the<br>Financial Statements<br>from page 144.<br> AstraZeneca’s<br>Approach to Taxation,<br>which was published<br>in December 2025 and<br>covers its approach<br>to governance, risk<br>management and<br>compliance, tax<br>planning, dealing with<br>tax authorities and the<br>level of tax risk the<br>Group is prepared<br>to accept, can be<br>found on our website,<br>www.astrazeneca.com.<br>The Group has business activities around the world and<br>incurs a substantial amount and variety of business taxes.<br>AstraZeneca pays corporate income taxes, customs duties,<br>excise taxes, stamp duties, employment and many other<br>business taxes in all jurisdictions where due. In addition,<br>we collect and pay employee taxes and indirect taxes such<br>as value-added tax. The taxes the Group pays and collects<br>represent a significant contribution to the countries and<br>societies in which we operate. Tax risk can arise from<br>unclear laws and regulations as well as differences<br>in their interpretation.<br>The Committee reviews the Group’s approach to tax, including<br>governance, risk management and compliance, tax planning,<br>dealings with tax authorities and the level of tax risk the Group<br>is prepared to accept.<br>During 2025, the Committee considered the analysis provided<br>by management in light of the emerging tariff situation and the<br>potential impact to the Group and concurred with the<br>presentation and reporting of these items.<br>The Committee was satisfied with the Group’s practices<br>regarding tax liabilities, including, most notably, its response<br>to developments in the corporate income tax environment.<br>Segmental reporting<br> See the Key<br>Judgement within<br>Note 7 to the Financial<br>Statements from<br>page 147.<br>Management has reviewed the developments in the year<br>and determined the Group continues to operate as a single<br>segment based on key decisions on resource allocation<br>and performance monitoring being carried out at a Group<br>level by the SET.<br>There were no significant changes in the Group’s business<br>during the year.<br>The Committee received reports from management regarding<br>considerations for segmental reporting based on the current<br>operations and management of the business.<br>The Committee considered the analysis provided by management<br>and concurred with management that presenting AstraZeneca’s<br>performance under one segment was appropriate.<br>Retirement benefits<br> See Financial Review<br>from page 50 and<br>Note 22 to the<br>Financial Statements<br>from page 161.<br>Accounting for defined benefit pension and other post-retirement benefits remains an important area of focus.<br>The present value of these liabilities is sensitive to changes<br>in long-term interest rates, future inflation and mortality<br>expectations. The assumptions used to value the liabilities<br>for the Group’s main post-retirement benefit obligations<br>are updated every quarter along with asset valuations.<br>The Group is cognisant of the regulatory environment and<br>local requirements around funding levels and contributions.<br>The Group monitors its defined benefit pension risks and<br>provides input and support to local fiduciaries to ensure<br>requirements are met.<br>The Committee monitors the funding level of the Group’s<br>defined benefit obligations on a quarterly basis, alongside key<br>developments. The Committee was satisfied that the actuarial<br>assumptions used to value liabilities were appropriate during<br>the year.<br>The Committee was reassured by the Group’s engaged and<br>balanced approach to managing the risks associated with its<br>defined benefit obligations including its contribution policy.<br>The Committee reviewed and concurred with management’s<br>accounting and presentation of pension balances.<br>The Committee is aware of the need to adhere to local funding<br>regulations and is satisfied that the Group is complying<br>with requirements.<br>AstraZeneca Annual Report & Form 20-F Information 2025 89<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Audit Committee Report
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AstraZeneca<br>Global pharma peers average<br>FTSE 100<br>European pharma peers average<br>Dec<br>15<br>Dec<br>16<br>Dec<br>17<br>Dec<br>18<br>Dec<br>19<br>Dec<br>20<br>Dec<br>21<br>Dec<br>22<br>Dec<br>23<br>Dec<br>24<br>Dec<br>25<br>0<br>100<br>200<br>300<br>400<br>“We are committed to pay for<br>performance, with stretching<br>targets that align rewards to<br>long‑term shareholder value<br>and our Ambition 2030.”<br>Remuneration Committee<br>members<br>• Sheri McCoy (Chair)<br>• Philip Broadley<br>• Michel Demaré<br>• Diana Layfield1<br>• Nazneen Rahman<br>1 Appointed as a member of the<br>Committee on 1 May 2025.<br>On behalf of the Board, I am pleased<br>to present AstraZeneca’s Directors’<br>Remuneration Report for the year ending<br>31 December 2025.<br>We continued to advance our science, scale<br>our global footprint and create long-term<br>value for patients, society and shareholders.<br>With Total Revenue of $58.7 billion achieved<br>for 2025 and the growth momentum seen<br>across therapy areas and regions, strong<br>commercial execution has been matched<br>with remarkable pipeline progress in new<br>and existing modalities that we believe will<br>redefine standards of care in the coming<br>years.<br>Our strong performance over the last 10 years<br>is reflected in our total shareholder return<br>(TSR) which, at 307%, has significantly<br>outperformed global and European pharma<br>peer groups (197% and 65%, respectively).<br> The role of the Remuneration<br>Committee is set out in its terms<br>of reference, available at<br>www.astrazeneca.com.<br>We aim to be clear and<br>transparent in how we<br>link the remuneration<br>of our executives to the<br>successful delivery<br>of our strategy and<br>shareholder returns.<br>The Directors’ Remuneration Report contains the following sections:<br>• Chair’s letter, page 90<br>• Remuneration at a glance, page 94<br>• How our performance measures for<br>2026 support the delivery of our<br>strategy, page 95<br>• How the Remuneration Committee<br>ensures targets are stretching, page 96<br>• Annual Report on Remuneration,<br>page 97.<br>How we have performed in 2025<br>Total shareholder return (TSR)<br>2023 to 20252<br>+32%<br>2 Calculated using a three-month calendar average, from 1 October to 31 December, prior to the start and at the end<br>of the relevant period.<br> More information on the TSR<br>peer groups for PSP awards<br>can be found on page 103.<br>Further detail of 2025<br>commercial and scientific<br>performance can be found<br>in the Strategic Report from<br>page 10.<br> AstraZeneca Global pharmaceutical peers average FTSE 100 European pharmaceutical peers average<br>AstraZeneca Annual Report & Form 20-F Information 2025 90<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Remuneration Report<br>Directors’ Remuneration Report
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People and Sustainability<br>We continue to focus on building a culture<br>that attracts and retains diverse, world-class<br>talent, and enables enterprise leadership and<br>innovation at scale. We are investing in skills<br>for the future, including AI and data<br>capabilities, with more than 50,000 employees<br>participating in our ‘Thriving in the Age of AI’<br>accreditation programme.<br>We continued to enhance succession<br>planning and leadership depth across all<br>therapy areas in support of our strategic<br>commitments. Over 2025, more than 70%<br>of changes within the executive cohort, which<br>includes all employees at vice president level<br>and above, were appointed from internal<br>talent, reflecting the strength of our leadership<br>pipeline and ongoing focus on developing<br>and advancing colleagues.<br>Sustainability remains core to our strategy.<br>We have continued to deliver against our<br>Ambition Zero Carbon, with an 88.1%<br>reduction in Scope 1 and 2 greenhouse gas<br>(GHG) emissions since 2015. We are now<br>focusing on Scope 3 emissions to deliver our<br>ambition to achieve Science Based Net Zero<br>by 2045. We have made good progress with<br>our suppliers, with over 80% of eligible<br>spend from suppliers committed to science-based targets. We have also announced the<br>world-first approval for medicines containing<br>a next-generation propellant (NGP) with<br>near-zero global warming potential.<br>Further information on our progress in<br>relation to our sustainability agenda can be<br>found in the Annual Report in section People<br>and Sustainability from page 40.<br>AstraZeneca’s 2025 performance<br>Science and Innovation<br>2025 has seen continued strong scientific<br>momentum in delivering our medicines to<br>patients with the delivery of 97 regulatory<br>events, with 69 contributing to the Group<br>scorecard, which is 15 more than our target<br>set at the beginning of the year. These<br>included Datroway in China, Calquence and<br>Imfinzi in Japan, and Airsupra in the US.<br>AstraZeneca’s pipeline is in a catalyst‑rich<br>phase across all therapy areas, with 85%<br>of programmes in the pipeline delivering<br>positive news. These included studies under<br>Enhertu, Tagrisso, baxdrostat, laroprovstat<br>and gefurulimab.<br>Further details on the advancement of our<br>medicines is provided in the Therapy Area<br>Review from page 12 of the Annual Report.<br>Growth and Therapy Area Leadership<br>The Group has seen strong growth across<br>all therapy areas, supported by a diverse<br>and broad-based business. Total Revenue<br>increased by 9% (8% at CER) to<br>$58,739 million, Oncology Total Revenue<br>increased by 15% (14% at CER) to<br>$25,619 million, BioPharmaceuticals Total<br>Revenue increased by 5% (5% at CER)<br>to $22,995 million and Total Revenue from<br>Rare Disease medicines increased by 4%<br>(4% at CER) to $9,126 million.<br>This growth was powered by the Operations<br>teams across the business collectively<br>delivering 217 successful on-time market<br>launches across the year.<br>Further details on the 2025 financial results<br>can be found in this Annual Report from<br>page 50.<br>Delivery against strategy – 2025 Group scorecard performance1<br>Target<br>2025<br>outcome<br>Science and Innovation: Annual pipeline progression<br>Pipeline progression events 29 36<br>Regulatory events 54 69<br>Growth and Therapy Area Leadership2<br>Total Revenue $58.2bn $59.0bn<br>Achieve Group Financial Targets<br>Cash flow3 $11.3bn $11.9bn<br>Core EPS4 $9.10 $9.24<br>1 For details of the Committee’s consideration of Group scorecard outcomes and a description of performance<br>measures, see from page 99. 2 Total Revenue target and outcome are at 2025 budget rates of exchange. 3 The Cash flow measure is set and evaluated at the actual exchange rate and is evaluated by reference to net cash flow<br>from operating activities less capital expenditure, adding back proceeds from disposal of intangible assets. 4 Core EPS target and outcome are at 2025 budget rates of exchange.<br>AstraZeneca Annual Report & Form 20-F Information 2025 91<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Remuneration Report
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TSR<br>Implementation of the Remuneration<br>Policy for 2026<br>Base pay for the CEO and CFO has been<br>reviewed in line with our Remuneration<br>Policy and will increase by 4%, in line with<br>the average salary increases for the wider<br>workforce in the UK. Our emphasis remains<br>on delivering performance-related pay and<br>setting stretching targets. Our short and<br>long-term incentive structures remain<br>unchanged, maintaining continuity and<br>alignment with Ambition 2030.<br>We have made a minor adjustment to the<br>Sustainability metric for the 2026 PSP.<br>Our commitment to reducing value chain<br>emissions remains unchanged, for the 2026<br>PSP we will be focussing in on the NGP<br>transition, as set out in more detail on<br>page 105.<br>There are no changes to executive<br>remuneration arrangements relating to<br>the harmonisation of our listing structure.<br>Annual General Meeting and<br>shareholder engagement<br>The Committee was pleased that the 2024<br>Directors’ Remuneration Report received<br>support from 96.4% of shareholders at the<br>Company’s 2025 Annual General Meeting<br>(AGM). We were also pleased to receive a<br>99.36% vote in support of the harmonisation<br>of our global listing to provide access to the<br>broadest available pool of capital to enable<br>our next phase of growth.<br>Following the AGM, we have undertaken<br>extensive engagement with shareholders<br>and proxy advisors to discuss our executive<br>remuneration arrangements. We reached<br>shareholders representing over 44.5% of<br>our issued share capital, through written<br>communications and meetings with several<br>of our top shareholders and proxy advisors.<br>We are grateful for the time investors have<br>spent with us and welcome their ongoing<br>feedback.<br>Throughout this engagement we reiterated<br>our commitment to the clear linkage<br>between pay outcomes and performance<br>delivered for investors, and used this year’s<br>consultation period as an early opportunity<br>to gather shareholders’ initial views on what<br>we should be considering as we look ahead<br>to reviewing our Remuneration Policy for<br>approval in 2027.<br>2025 Remuneration outcomes<br>Our remuneration decisions continue<br>to be anchored in rigorous performance<br>assessment. When approving annual bonus<br>outcomes, we therefore considered the<br>Group scorecard along with the business<br>and individual performance over 2025<br>including other achievements across the<br>enterprise such as advancing our People<br>and Sustainability priorities. In that context,<br>the Committee believes that the payments<br>outlined below fairly reflect performance.<br>Annual bonus<br>When determining bonus outturns, the<br>Committee considered the formulaic<br>outcome from the Group scorecard along<br>with wider business and individual impact<br>and performance in 2025. This included<br>consideration of Pascal’s leadership of<br>external strategy, investment, science<br>momentum and sustainability; and<br>Aradhana’s success in ensuring financial<br>resilience and operating leverage. The<br>Committee determined to award an annual<br>bonus equivalent to 184% of target (92%<br>of maximum) to Mr Pascal Soriot and 162%<br>of target (81% of maximum) to Dr Aradhana<br>Sarin (equivalent to 276% and 162% of base<br>pay respectively). Details of the factors<br>considered to determine the bonuses are<br>provided from page 99.<br>These outcomes align with the bonuses (as<br>a percentage of maximum) paid to higher<br>performing colleagues in the wider<br>workforce.<br>Long-term incentives<br>Our long-term incentive (LTI) targets were set<br>at a stretch level to incentivise and reward<br>sustainable outperformance and as a result<br>of three very strong years, our 2023 award<br>will vest towards the upper end of the possible<br>range. The three-year performance period<br>for PSP awards granted to our senior leaders<br>in 2023, ended on 31 December 2025.<br>Awards for all participants will vest at 97%<br>of maximum, as shown from page 102, and<br>reflects continued strong performance.<br>Achieved<br>Science and Innovation: Annual pipeline progression 85%<br>Growth and Therapy Area Leadership 72%<br>Achieve Group Financial Targets 66%<br>Achieved<br>Achieved<br>Science and Innovation: First approvals and NME<br>volume over three years 100%<br>Growth and Therapy Area Leadership 100%<br>Net Cash flow 100%<br>Relative TSR 84%<br>Sustainability: Ambition Zero Carbon 100%<br>Achieved<br>1 When determining bonus outturns, the Committee considered the formulaic outcome from the Group scorecard along<br>with wider business and individual impact and performance in 2025, including sustainability achievements.<br>2025 Annual bonus scorecard performance1<br>2023 PSP performance<br>AstraZeneca Annual Report & Form 20-F Information 2025 92<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Remuneration Report<br>Directors’ Remuneration Report continued
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Global pharmaceuticals1 European pharmaceuticals2<br>Global Median £13.9m<br>AstraZeneca £11.74m<br>Positioning of our CEO against our pharmaceutical peers<br>Target Total Direct Compensation (base pay, target annual bonus and target LTI)<br>0<br>2<br>4<br>6<br>8<br>10<br>12<br>14<br>16<br>18<br>20<br>(£m)<br>incentives across the organisation, including<br>eligibility, vehicle mix and performance<br>alignment. The Committee actively<br>considers relevant data to ensure equitable<br>pay decisions and incentive outcomes, and<br>supports management’s ongoing activities<br>to embed bias-free reward decision making,<br>strengthen manager capability and evolve<br>tools that enable fair and consistent<br>outcomes across geographies, job families<br>and the entirety of our workforce.<br>We have sustained our commitment to<br>setting performance targets that are aligned<br>to our strategy, transparent, stretching and<br>rigorously approved. We apply a<br>comprehensive and robust process working<br>in tandem with the Science, Sustainability<br>and Audit Committees, along with our<br>external advisors to set stretching targets<br>and to assess outcomes in the context of our<br>internal ambitions and market consensus.<br>We believe our pay for performance<br>approach has been an important factor<br>in supporting AstraZeneca’s success.<br>In addition to overseeing the individual<br>reward arrangements for the Chair,<br>Executive Directors, SET and Company<br>Secretary, the Committee has spent time<br>reviewing the reward in place for our critical<br>talent and individuals with potential to become<br>SET members to ensure that we are utilising<br>the Policy appropriately. This is particularly<br>important given the pressures we face<br>in demand for our talent on a global basis.<br>Next steps<br>We trust that this Remuneration Report<br>provides a clear explanation of how the<br>Policy has been implemented in 2025<br>and how remuneration outcomes reflect<br>performance. We ask for your support<br>for the Directors’ Remuneration Report<br>at the Company’s AGM in April 2026,<br>and we welcome your continued dialogue<br>and feedback.<br>Sheri McCoy<br>Chair of the Remuneration Committee<br>During these discussions we highlighted<br>a key challenge we face relating to pay<br>compression. The Policy provides the<br>overarching framework for reward across<br>all AstraZeneca employees globally and is<br>designed to enable us to attract and retain<br>talent at all levels, countries and functions.<br>The CEO’s maximum variable opportunity<br>sets an effective ceiling for reward, which<br>presents challenges when recruiting and<br>retaining senior executive roles below the<br>CEO level.<br>Independent market data shows that LTI<br>opportunities for global top R&D executives<br>at the median and upper quartile are materially<br>higher than UK market norms. Our track<br>record of strong performance means our<br>leaders are highly visible and regularly<br>targeted by competitors, underscoring<br>the importance of our Policy enabling<br>competitive reward globally while managing<br>pay compression risks below Executive<br>Director level.<br>Given our size, complexity, global footprint,<br>the pay compression dynamics outlined<br>above, and the realities of our talent market,<br>we consider global pharmaceutical peers<br>as the most relevant peer group when<br>benchmarking executive remuneration.<br>External market data indicates that our CEO’s<br>target total direct compensation remains<br>below the global median and we aspire<br>to close this gap over time.<br>Our Policy will be due for renewal at the<br>2027 AGM. We look forward to continuing<br>our engagement with shareholders over the<br>course of next year as we evaluate how we<br>can ensure that our Policy allows us to offer<br>market competitive remuneration for our<br>key talent at Board level and below, while<br>maintaining our strong focus on pay for<br>performance to incentivise the sustainable<br>value creation for our shareholders over the<br>long term.<br>Key Committee activities in 2025<br>In May 2025, the Committee welcomed<br>Diana Layfield, a member of the Board and<br>the Science Committee since 2020 to the<br>Remuneration Committee.<br>AstraZeneca remains committed to equitable<br>and market-competitive total reward for our<br>global workforce. In 2025, the Committee<br>continued to review information regarding<br>the participation and design of long-term<br>1 Global pharma peer group consists of: AbbVie Inc., Amgen Inc., BMS, Eli Lilly and Co, Gilead Sciences Inc.,<br>Johnson & Johnson, Merck & Co. Inc. and Pfizer Inc. 2 European pharma peer group consists of: Bayer Aktiengesellschaft, GSK plc, Merck KGaA, Novartis AG,<br>Novo Nordisk A/S, Roche Holding AG and Sanofi.<br>Remuneration includes base pay, target annual bonus and the expected value of LTI awards. Benchmarking data<br>has been provided by the Committee’s independent adviser.<br>AstraZeneca Annual Report & Form 20-F Information 2025 93<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Remuneration Report
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CEO<br>CFO<br>£0 £5,000 £10,000 £15,000 £20,000<br>£ʼ000<br>£7,846<br>£17,696<br>Executive Directorʼ realised pay 2025 outcomes<br>Share price appreciation on long-term incentive awards<br>PSP (subject to a 2-year holding period)<br>Annual bonus (50% subject to deferral for 3 years)<br>Fixed pay<br>CEO fixed vs performance-linked (%)<br>33%<br>Short-term<br>67%<br>Long-term<br>Fixed<br>9%<br>Performance-linked<br>91%<br>Base pay<br>Benefits fund<br>Pension<br>Annual bonus – cash<br>Annual bonus – shares<br>PSP<br>CFO fixed vs performance-linked (%)<br>36%<br>Short-term<br>64%<br>Long-term<br>Fixed<br>13% Performance-linked<br>87%<br>Base salary<br>Benefits fund<br>Pension<br>Annual bonus – cash<br>Annual bonus – shares<br>PSP<br>Annual<br>bonus<br>(halved)1<br>PSP<br>ʼ26<br>Executive Directorsʼ variable pay<br>Performance period<br>Deferral period<br>Holding period<br>ʼ27 ʼ28 ʼ29 ʼ30<br>See from page 97 for further information on the annual<br>bonus and PSP outcome.<br>When determining bonus awards, the Committee considered<br>the formulaic outcome from the Group scorecard along<br>with wider business and individual impact and performance<br>in 2025, including Sustainability achievements.<br>Fixed pay consists of base pay and benefits funding.<br>Further information on Executive Directors’ realised pay<br>for 2025 is on page 97.<br>Based on maximum payout scenarios for the CEO assuming maximum<br>of 300% and 850% of base pay for annual bonus and PSP respectively.<br>Based on maximum payout scenarios for the CFO assuming maximum of 200%<br>and 550% of base pay for annual bonus and PSP respectively.<br>1 Half of the annual bonus is deferred for three years.<br>See from page 99 for further details on plan design.<br>Group scorecard<br>performance<br> Achieved 73.5% of max<br> Not Achieved 26.5%<br>2023 PSP<br>performance<br> Achieved 97%<br> Lapsed 3%<br>Fixed remuneration Annual bonus Long-term incentives<br>Shareholding<br>requirement<br>Post-cessation<br>shareholding<br>requirement<br>Pascal Soriot<br>(CEO)<br>Base pay:<br>£1,606,887<br>Benefits fund<br>Pension: £176,758<br>(equivalent to 11% of<br>base pay)<br>Max: 300%<br>base pay<br>Target: 150%<br>base pay<br>Deferred: 50%<br>for three years<br>Max: 850%<br>base pay<br>Performance<br>period: three years<br>Holding period:<br>two years<br>Holding<br>requirement:<br>1,150% base<br>pay<br>Holding<br>requirement<br>1,150% base<br>pay for two<br>years<br>post-cessation<br>Aradhana<br>Sarin<br>(CFO)<br>Base pay:<br>£1,029,137<br>Benefits fund<br>Pension: £113,205<br>(equivalent to 11% of<br>base pay)<br>Max: 200%<br>base pay<br>Target: 100%<br>base pay<br>Deferred: 50%<br>for three years<br>Max: 550%<br>base pay<br>Performance<br>period: three years<br>Holding period:<br>two years<br>Holding<br>requirement:<br>750% base pay<br>Holding<br>requirement:<br>750% base pay<br>for two years<br>post-cessation<br>What our Executive Executive Directors’ realised pay 2025 outcomes<br>Directors earned<br>Formulaic outcome of 2025 Group<br>scorecard and 2023 PSP<br>Looking ahead Executive Directors’ remuneration for 2026<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Remuneration Report AstraZeneca Annual Report & Form 20-F Information 2025 94<br>Remuneration at a glance
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Our focus on incentivising innovative<br>science aligns with our patient-centric<br>culture, as we strive to push the boundaries<br>of science to deliver life-changing medicines<br>to patients. The 2026 performance<br>measures are closely aligned with our<br>strategic priorities, as shown below.<br>AstraZeneca aims to continue to deliver<br>great medicines to patients while maintaining<br>cost discipline and a flexible cost base,<br>driving operating leverage and increased<br>cash generation. To incentivise and reward<br>delivery of great performance over the short<br>and longer term, the Committee carefully<br>considers the balance of science, financial<br>and sustainability measures between the<br>annual bonus and PSP.<br>Strategic pillar<br> Science and Innovation<br>Remuneration performance measures<br>Science indices<br>Our science measures incentivise the<br>development of NMEs and the maximisation<br>of the potential of existing medicines.<br>Bonus performance is assessed on pipeline<br>progressions through Phase II and Phase III<br>clinical trials. These reflect the outcome of<br>nearer-term strategic investment decisions.<br>As registrational Phase II trials become more<br>common practice (for example in relation<br>to cell therapy), pipeline progression events<br>for bonus performance includes pivotal<br>investment decisions for registrational<br>Phase II and Phase III trials.<br>In contrast, PSP performance is assessed<br>on the volume of NMEs in Phase III and the<br>registration stage, which reflects the outcome<br>of longer-term strategic investment decisions.<br>Additionally, we measure regulatory<br>submissions and approvals for bonus, and<br>regulatory approvals for PSP to drive the<br>conversion of scientific progress into<br>commercial revenue over the short term<br>(bonus) and the longer term (PSP).<br>Together, these science measures incentivise<br>innovation and sustainable success along the<br>length and breadth of the pipeline, leading to<br>commercial growth.<br>Strategic pillar<br> People and Sustainability<br>We are committed to people and making<br>a difference to society. Assessment of<br>performance against this pillar is captured<br>through our holistic review of each Executive<br>Director’s individual performance (detailed<br>on pages 100 and 101) as part of the final<br>determination of annual bonus, including<br>consideration of our progress against our<br>People and Sustainability aspirations:<br>• Deliver a great employee experience<br>by promoting inclusion and diversity<br>and fostering personal growth and<br>enterprise leadership.<br>• Leading on climate, equity and resilience<br>by accelerating Ambition Zero Carbon,<br>leading in addressing the connection<br>between climate and health, and driving<br>health equity and system resilience.<br>• Enabling an agile organisation by<br>developing and implementing Gen AI<br>strategy, investing in site footprint and<br>workplaces, and simplifying processes.<br>Value Chain Emissions<br>This measure supports our ambition to<br>reducing our Scope 3 GHG emissions in<br>our value chain and the 2026 PSP, focuses on<br>emissions reductions due to the NGP<br>transition, adopting a carbon intensity metric<br>expressed as kilograms of CO2 equivalent per<br>pMDI device.<br>Strategic pillar<br> Growth and Therapy Area Leadership<br>Remuneration performance measures<br>Total Revenue<br>Our Total Revenue measure is included in the<br>bonus and the PSP, reflecting the importance<br>of incentivising sustainable growth in both<br>the short and longer term.<br> For more information about our<br>strategic priorities, see from<br>page 10.<br> For more information about the<br>2026 performance measures,<br>see from page 105.<br>Financial targets<br> Achieve Group Financial Targets<br>Remuneration performance measures<br>Cash flow<br>Ensures that we can sustain investment in our<br>pipeline and therapy areas while at the same<br>time meeting our capital allocation priorities.<br>Cash flow is included in both the bonus and<br>the PSP, ensuring a focus on both shorter-and longer-term cash flow generation and<br>balance sheet strength.<br>Core EPS<br>Incentivises operational efficiency and cost<br>discipline and remains a key measure of our<br>profitability and a focus for our investors.<br>Total Shareholder Return (TSR)<br>Assessed relative to our peer group of<br>companies, the TSR measure rewards<br>positive performance that our shareholders<br>also directly benefit from. This measure<br>incentivises outperformance versus our peer<br>group and promotes the delivery of long-term<br>sustainable returns for our shareholders.<br>Key<br>Annual bonus PSP KPI<br>AstraZeneca Annual Report & Form 20-F Information 2025 95<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Remuneration Report<br>How our performance measures for 2026 support the delivery of our strategy
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We set stretching targets that incentivise our leaders to deliver exceptional performance, and to drive sustainable results for our patients,<br>our employees and our shareholders. For the 2026 targets:<br>• The Committee has reviewed the proposed targets against internal and external forecasts, including market consensus and peer<br>group performance, and is comfortable that the level of stretch promotes truly exceptional performance in line with the delivery<br>of the Ambition 2030.<br>• Financial performance goals under the 2026 Group scorecard and PSP would require achievement and growth in excess of the average<br>expected of the industry, particularly when taking the significant capital investment expected to be made during the performance period.<br>Consistent with our approach in prior years, we undertake the following robust process when setting annual bonus and PSP targets and<br>assessing outcomes:<br>Stage 1 –<br>Target<br>setting<br>Science targets are based on a cohort of scientific opportunities<br>specified at the start of the performance period. Opportunities<br>represent potential achievements through the pipeline, from an early<br>stage where our scientists work to discover new molecules, through<br>to ultimately obtaining approvals and getting new medicines to<br>patients. Rewarding success at each stage recognises the importance<br>of creating and maintaining a long-term sustainable pipeline. Stretch<br>of proposed targets is reviewed by the Science Committee, taking<br>into account factors such as the expected net present value of the<br>pipeline and the anticipated financial contribution it will make, past<br>performance, the external regulatory environment, and internal<br>resourcing and efficiencies. Targets for realisation of these<br>opportunities are ambitious. The outlook for the delivery of the<br>pipeline is increasingly challenging given the rising proportion of new<br>modalities and innovation, representing previously untested science.<br>Proposed targets for the Sustainability measure are reviewed and<br>endorsed by the Sustainability Committee and exceed the 1.5°C<br>Paris Agreement glide path. Our decarbonisation ambitions are<br>increasingly challenging to deliver in the context of broader<br>enterprise growth, particularly the higher supply volumes required<br>to fulfil demand for our medicines.<br>Financial target metrics align to the Board-approved Mid-Term<br>Plan (MTP), which sets the financial framework over three years.<br>The MTP process includes detailed business reviews to challenge<br>plans and efficiencies. The Committee sets targets considering<br>consensus expectations, independent analytics, and anticipated<br>challenges and opportunities. Total Revenue and Core EPS are<br>set and assessed at budget exchange rates to neutralise currency<br>impacts; the Committee also compares targets to prior plans<br>at constant exchange rates to ensure ambitious growth. Where<br>consensus differs from internal forecasts, the Committee<br>investigates drivers (as an example, capital expenditure<br>assumptions). This range of data is used by the Committee to<br>ensure the stretching nature of performance targets is robustly<br>tested. Additionally, the PSP TSR measure is designed to reward<br>strong performance relative to our peers.<br>Stage 2 –<br>Committee<br>review and<br>approval of<br>targets<br>The Committee thoroughly reviews and challenges targets proposed<br>by management, working in partnership with the Science and<br>Sustainability Committees to ensure targets are stretching<br>and robust.<br>The Committee is provided with considerable supporting material<br>for each metric and receives briefings from senior leaders across<br>AstraZeneca. The science measures are reviewed and endorsed<br>by the Science Committee, with a focus on ensuring that the targets<br>will result in long-term sustainable value creation, and the<br>Committee reviews and approves the full cohort of opportunities.<br>The sustainability metric within the PSP is aligned to our Ambition<br>Zero Carbon goal and reflects the importance of decarbonisation,<br>with a focus on value chain (Scope 3) GHG emissions.<br>The sustainability metric has been reviewed and endorsed<br>by our Sustainability Committee.<br>Committee members participate in the full Board discussions on<br>the strategy, MTP and budget, which form the basis for the targets.<br>The Committee considers how proposed financial targets align with<br>the MTP and budget; prior years’ outcomes (in absolute terms and<br>against target); how the ambition has changed from the prior MTP<br>and budget; external guidance the Company has provided or plans<br>to give; consensus from external financial analysts and factors it<br>may be impacted by; and the underlying assumptions. Statistical<br>analysis conducted by the Committee’s independent adviser is also<br>used to assess the proposals. This includes an assessment of<br>historical levels of performance volatility.<br>Stage 3 –<br>Performance<br>assessment<br>At the end of the period, final performance against each metric is<br>assessed. Outcomes are calculated based on performance against<br>each weighted metric. Each performance measure is assessed on<br>a standalone basis, so that underperformance against one measure<br>cannot be compensated for by overperformance against another.<br>Data for the metrics is taken from the Group’s financial reports which<br>are reviewed by the Audit Committee and approved by the Board.<br>The Science Committee independently considers and informs the<br>Committee whether science achievements represent a fair and<br>balanced outcome, reflecting genuine achievements and pipeline<br>progression. The sustainability metric within the PSP is validated<br>by the Sustainability Committee. Apart from Cash flow, which is set<br>at actual rates of exchange, financial metrics are set at budget rates<br>of exchange and evaluated at those rates at year end, which means<br>they are not directly comparable year-on-year. The Committee is,<br>however, provided with data to allow it to conduct year-on-year<br>analyses.<br>Stage 4 –<br>Determination<br>of Executive<br>Directors’<br>bonuses<br>For annual bonus, the fairness of the formulaic Group scorecard<br>outcome is considered in the context of overall business performance<br>and the experience of shareholders. Such considerations include TSR<br>performance and each Executive Director’s personal impact on the<br>delivery of the strategy, wider Sustainability performance and<br>other organisational achievements, such as the realisation of<br>technology-based milestones. Each year, there are important<br>individual deliverables beyond the scorecard metrics which are<br>taken into account when determining individual bonuses.<br>Having considered the Group scorecard outcome, overall business<br>performance, the experience of shareholders and individual<br>performance, as detailed from page 100, the Committee carefully<br>determines a final bonus outcome for each Executive Director that<br>is considered fair and appropriate for the year’s performance, and<br>is in the best interests of shareholders.<br>AstraZeneca Annual Report & Form 20-F Information 2025 96<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Remuneration Report<br>How the Remuneration Committee ensures targets are stretching
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The elements within the Executive Directors’ realised pay are colour coded:<br>• Fixed remuneration has a light blue border and is found on page 98.<br>• Annual bonus has a yellow border and can be found on pages 98 to 102.<br>• Long-term incentives (LTIs) has a magenta border and can be found on pages 102 to 105.<br>Executive Directors’ remuneration<br>This section of the Directors’ Remuneration Report sets out the Executive Directors’ remuneration for the year ended 31 December 2025,<br>alongside the remuneration that will be paid to Executive Directors during 2026.<br>Audited Executive Directors’ realised pay for 2025 (single total figure of remuneration)<br>The table below sets out all elements of realised pay receivable by the Executive Directors in respect of the year ended 31 December 2025,<br>alongside comparator figures for 2024. This includes the vesting of PSP awards from 2023 following the three-year performance period.<br>These shares are subject to a further two-year holding period. The increase in AstraZeneca’s share price over the period of grant to vest has<br>provided the Executive Directors with a significant increase in value of the equity components of their reward. £1,981,570 of Mr Soriot’s and<br>£878,592 of Dr Sarin’s 2025 realised pay is attributable to share price increases. The benefit of the increased share price has also been<br>experienced by shareholders.<br>The Committee did not exercise any discretion in relation to the LTI outcomes or the formulaic outcome of the Group scorecard.<br>£’000<br>Base<br>pay<br>Taxable<br>benefits Pension Other Total fixed<br>Annual<br> bonus<br>Long-term<br>incentives1<br>Total<br>variable<br>Single total<br>figure<br>Share price<br>appreciation<br>as % of<br>single total<br>figure<br>Pascal Soriot 2025 1,545 143 170 – 1,858 4,259 11,579 15,838 17,696 11%<br>2024 1,486 138 163 – 1,787 3,499 11,345 14,844 16,631 9%<br>Aradhana Sarin 2025 990 10 109 – 1,109 1,603 5,134 6,737 7,846 11%<br>2024 951 14 105 – 1,070 1,494 5,030 6,524 7,594 9%<br>1 Long-term incentive values disclosed in 2024 have been recalculated using the average closing share price for the three months ended 31 December 2025. See page 102.<br>The following sections provide further detail on the figures in the above table, including the underlying calculations and assumptions and<br>the Committee’s performance assessments for variable remuneration.<br>The Annual bonus section is set out from page 98 to 102 and the Long-term incentives section from page 102 to 105. Information about<br>the Executive Directors’ remuneration arrangements for the coming year, ending 31 December 2026, is highlighted in grey boxes.<br>Planned implementation for 2026<br>Content contained within a grey box<br>indicates planned implementation for 2026.<br>Audited information Audited<br>Content contained within the Audited<br>panel indicates that all the information<br>within has been subject to audit.<br>Key:<br>AstraZeneca Annual Report & Form 20-F Information 2025 97<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Remuneration Report<br>Annual Report on Remuneration
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Annual bonus<br>2025 Annual bonus<br>Annual bonuses earned in respect of<br>performance during 2025 are included<br>in the realised pay table.<br>Detailed information on the Committee’s<br>approach to target setting and assessment<br>of performance is set out from page 96.<br>Half of the Executive Directors’ pre-tax bonus<br>is compulsorily deferred into Ordinary Shares<br>which are released three years from the date<br>of deferral. Bonuses are not pensionable.<br>Taxable benefits<br>The totals within taxable benefits include the<br>CEO’s allowance under AstraZeneca’s UK<br>Flexible Benefits Programme, under which<br>he can select benefits or take his allowance,<br>or any proportion remaining after the<br>selection of benefits, in cash (£120,231 taken<br>as cash). In 2025, benefits included additional<br>healthcare/death in service insurance, as<br>well as personal tax advice. The value of<br>this personal tax advice provided to each<br>Executive Director in 2025 was £17,891 and<br>£8,656 for the CEO and CFO respectively.<br>Fixed remuneration<br>Base pay<br>When awarding base pay increases, the<br>Committee considers, among other factors,<br>base pay increases applied across the UK<br>employee population. The increase to the<br>current Executive Directors’ base pay for<br>2026 will be in line with the UK all-employee<br>base pay budget at 4%.<br>Pension<br>The Executive Directors receive a pension<br>allowance of 11% of base pay, in line with<br>the wider UK workforce. During 2025, the<br>Executive Directors took their pension<br>allowance as a cash alternative to participation<br>in a defined contribution pension scheme.<br>Neither of the Executive Directors has a<br>prospective entitlement to a defined benefit<br>pension by reason of qualifying service.<br>Audited<br>Audited<br>Audited<br>Audited<br>Annual bonus in respect of performance during 2025<br>Bonus potential<br>as % of base pay Bonus<br>payable in<br>cash<br>Bonus<br>deferred into<br>shares<br>Total bonus<br>£’000 Target Maximum awarded<br>Pascal Soriot 150% 300% 2,129.5 2,129.5 4,259<br>92% max<br>Aradhana Sarin 100% 200% 801.5 801.5 1,603<br>81% max<br>2025 2026<br>£’000<br>Total taxable<br>benefits<br>Taxable<br>benefits<br>Pascal Soriot 143 In line with<br>2025<br>Aradhana Sarin 10 In line with<br>2025<br>2025 2026<br>£’000<br>Change<br>from 2024<br>Base<br>pay<br>Change<br>from 2025<br>Base<br>pay<br>Pascal Soriot 4% 1,545 4% 1,607<br>Aradhana Sarin 4% 990 4% 1,029<br>2025 2026<br>£’000<br>Pensionable<br>base pay<br>Pension<br>allowance<br>Cash in lieu<br>of pension<br>Pension<br>allowance<br>Pascal Soriot 1,545 11% of<br>base pay<br>170 11% of<br>base pay<br>Aradhana Sarin 990 11% of<br>base pay<br>109 11% of<br>base pay<br>AstraZeneca Annual Report & Form 20-F Information 2025 98<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Remuneration Report<br>Annual Report on Remuneration continued
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2025 Group scorecard assessment<br>Performance against the 2025 Group scorecard is set out below.<br>The Group scorecard is used in the determination of bonus payouts for all AstraZeneca employees. Each metric within the scorecard is<br>assessed on a standalone basis and has a defined payout range.<br>Performance below the specified threshold level for a metric will result in 0% payout for that metric. 100% of target bonus will pay out for<br>on-target performance, and 200% of target bonus will pay out for performance at or above maximum. Performance between threshold and<br>maximum is assessed on a pro rata basis. Maximum bonus payouts for the CEO and CFO for 2025 were capped at 300% and 200% of base<br>pay respectively. The payout range for each metric is capped in line with each Executive Director’s maximum bonus opportunity to ensure<br>underperformance against one metric cannot be compensated for by overachievement against another. The table below shows the<br>scorecard formulaic outcomes for the CEO and CFO as a percentage of target bonus.<br>2025 Group scorecard performance measures and metrics Weighting<br>Threshold<br>(0% payout)<br>Target<br>(100% payout)<br>Maximum<br>(200% payout) Outcome<br>Formulaic outcome<br>(% of target bonus)<br>Science and Innovation measures<br> Science and Innovation: Annual pipeline progression<br>Pipeline progression events 15% 15 29 44 36 22%<br> Regulatory events 15% 38 54 70 69 29%<br>Subtotal – Science and Innovation measures 30% 51%<br>Financial measures<br> Growth and Therapy Area Leadership<br> Total Revenue ($bn) 30% 56.5 58.2 60.0 59.0 43%<br>Achieve Group Financial Targets<br> Cash flow ($bn) 20% 9.6 11.3 13.0 11.9 27%<br> Core EPS ($) 20% 8.65 9.10 9.56 9.24 26%<br>Subtotal – Financial measures 70% 96%<br>Total 100% 147%<br>Key: Bar charts are indicative of 2025 performance; scales do not start from zero.<br>Due to rounding, the total formulaic outcome differs from the arithmetic total of the individual metric outcomes disclosed above.<br>Pipeline progression events include Phase II starts and progressions, and NME and life-cycle management (LCM) positive pivotal trial<br>investment decisions. Regulatory events include NME and major LCM regional submissions and approvals. Further detail on our Science<br>and Innovation strategic priority and these events is included from page 10 of this Annual Report.<br>In 2025, the Growth and Therapy Area Leadership measure was based on Total Revenue. The Total Revenue and Core EPS measures are<br>both set and evaluated at budget exchange rates at the beginning of the year and evaluated at those rates at the end of the performance<br>period, so that any beneficial or adverse movements in currency, which are outside the Company’s control, do not impact reward outcomes.<br>The Cash flow measure is set and evaluated at the actual exchange rate and is evaluated by reference to net cash flow from operating<br>activities less capital expenditure, adding back proceeds from disposal of intangible assets, to be fully transparent with all elements easily<br>derived from the Group IFRS Cash Flow Statement.<br>Annual bonus continued<br>Audited<br>AstraZeneca Annual Report & Form 20-F Information 2025 99<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Remuneration Report
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Overall assessment<br>During 2025, the Executive Directors’ individual performance was assessed in the following key areas which align with the Company’s objectives.<br>Pascal Soriot<br>In a year marked by significant geopolitical uncertainty, Mr Soriot successfully led AstraZeneca to deliver exceptional growth and another set of strong results,<br>advancing AstraZeneca towards Ambition 2030 and helping to reshape the future of healthcare. Key achievements considered by the Committee are set<br>out below.<br>Growth and Therapy<br>Area Leadership<br>Over 2025, Mr Soriot has fostered collaboration and shaped groundbreaking agreements with governments and policy makers<br>which have supported the strategic business and policy priorities, enabling future growth for AstraZeneca. These included an<br>industry leading agreement with the US government providing greater clarity over pricing and lowering the prices of medicines for<br>many patients in the US, engagements with the Chinese government and science leaders reinforcing AstraZeneca’s long-term<br>commitment to China, and announcements of some of the largest R&D and manufacturing investments in AstraZeneca’s history<br>at a number of strategic locations globally.<br>Under Mr Soriot’s leadership, AstraZeneca delivered more medicines to patients around the world in 2025 than ever before,<br>reflected in Total Revenue for the year increasing by 9% to $58.7 billion.<br>Science and Innovation Under Mr Soriot’s leadership in 2025, significant progress has been made with transformative modalities which will drive Ambition<br>2030. This included capitalising on new pipeline opportunities in weight management, radioconjugates and next generation<br>immunology bispecifics. The Company also expanded efforts in genomic medicine and cell therapy including the highly competitive<br>acquisition of EsoBiotec.<br>Mr Soriot has continued to bring his judgement to bear in relation to investments in the pipeline which has resulted in industry-leading<br>momentum across all therapy areas. 2025 saw an unprecedented proportion of programmes in the pipeline delivering positive<br>news, including 16 Phase III positive clinical readouts. Results to highlight include the delivery of strong clinical data on surovatamig<br>(which has the potential to become a backbone standard of care across six haematologic malignancies) and the acceleration of<br>baxdrostat from Phase II acquisition to delivery of Phase III data and regulatory filing in two years. Other notable studies with positive<br>readouts included Enhertu, Tagrisso, laroprovstat and gefurulimab.<br>2025 also saw the approval of Beyonttra, the ninth of the 20 new medicines AstraZeneca hopes to deliver by 2030.<br>People and<br>Sustainability<br>Mr Soriot has continued to champion a culture of learning and growth across the enterprise, sponsoring a range of learning and<br>development offerings that enable employees and leaders to perform, grow, adapt and belong. In 2025, key investments have<br>been made to build on team members’ strengths and accelerate the ability to deliver the 2030 Ambition. Programmes include<br>“Leading Ambition 2030” targeted at senior leaders, “Thriving in the Age of AI”, with over 102,000 certificates awarded across<br>the levels of accreditation in 2025, and “Manager in Action” in which over 1,800 line managers have participated so far.<br>With AI reshaping the pace of science and business, Mr Soriot announced the creation of a dedicated Enterprise AI unit which will<br>rapidly advance enterprise AI transformation. This unit will deliver a single data foundation and accelerate high value AI initiatives<br>that will enable the delivery of Ambition 2030.<br>Externally, AstraZeneca retained the EcoVadis Gold Medal ranking; was recognised for bold sustainability leadership as one of<br>the top 20 Times Most Sustainable Companies, ranking in the 2025 FT Europe Climate Leaders List, inclusion in TIME World’s Best<br>Companies 2025, along with rankings in the Forbes World’s Top Companies for Women, Forbes World’s Best Employers, TIME<br>World’s Best Companies and the Financial Times Diversity Leaders 2026.<br>Internally, Mr Soriot has ensured focus remains on industry-leading progress for Ambition Zero Carbon with Scope 1 and Scope 2<br>Greenhouse Gas (GHG) reductions being ahead of the target for the end of 2025. 2025 also saw the first regulatory approvals for the<br>transition of the portfolio of inhaled medicines to the innovative next-generation propellant with near-zero Global Warming Potential,<br>progressing AstraZeneca’s Scope 3 GHG decarbonisation strategy.<br>Annual bonus continued<br>Audited<br>AstraZeneca Annual Report & Form 20-F Information 2025 100<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Remuneration Report<br>Annual Report on Remuneration continued
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Aradhana Sarin<br>Key achievements considered by the Committee in relation to Dr Sarin’s performance are set out below.<br>Performance delivery Under Dr Sarin’s leadership, the Finance function enabled the delivery of another year of robust results. She steered the Company<br>through headwinds including the impact of the Inflation Reduction Act in the US, provided guidance on multiple business<br>development transactions, capital allocation decisions on Capex projects, and post-acquisition integration and risk management.<br>Dr Sarin successfully led teams focusing on the automation of controls and testing of AI projects for invoice matching and journal<br>entry which will be scaled through the enterprise.<br>Over 2025, Dr Sarin took on leadership roles in a number of significant projects including US listing harmonisation, US Tariff analysis<br>and mitigation plans, Most Favoured Nation pricing analysis, and negotiations for investments in the US and China, all of which pave<br>a path for future growth and innovation.<br>Building a Finance<br>Function of the Future<br>In a year where it has become more important than ever to invest in data foundations and technology, under Dr Sarin’s leadership,<br>Global Business Services (GBS) has continued to deliver for the enterprise, delivering annual savings of $40 million and freeing up<br>resources. GBS has successfully evolved from a scaled functional service provider into a transformation engine. The enterprise-wide deployment of ServiceNow across 60+ services has unified service management into a single, cohesive framework and the<br>completion of the comprehensive process documentation has created a foundation for process re-engineering and AI-readiness<br>at scale, yielding over 70 optimisation initiatives, directly contributing to a 9% increase in organisational productivity.<br>Dr Sarin has continued to oversee the Axial programme, in which the enterprise is adopting the S4HANA platform. Significant<br>progress has been made over 2025 in this transformation programme, encompassing an expanded scope to more sites and<br>associated projects.<br>Great Place to Work Dr Sarin continues to sponsor the Company’s global Network of Women employee resource group. As a recognition of her support<br>for women in STEM, healthcare and leadership, Dr Sarin was recognised by the Healthcare Businesswomen’s Association (HBA)<br>as the 2026 Woman of the Year. Over 2025, she continued to host the webcast “In conversation with” featuring highly accomplished<br>women discussing issues relevant to the workplace which now attracts thousands of listeners across the Company as well as externally.<br>Audited Final determination of Executive Directors’ bonuses<br>In determining the annual bonus outturn for Executive Directors, the Committee considers the formulaic Group scorecard outcome, as well<br>as the overall business performance, shareholder experience and the personal contribution of the individual Executive Director. A description<br>of the Executive Directors’ personal achievements is detailed above.<br>Given the contributions made by both Mr Soriot and Dr Sarin in 2025 as outlined above, the Committee determined the bonus outturns<br>for the Executive Directors should be 184% of target (or 92% of maximum) to Mr Pascal Soriot and 162% of target (or 81% of maximum)<br>to Dr Aradhana Sarin.<br>Deferred Bonus Plan<br>Half of each Executive Director’s pre-tax annual bonus is ordinarily deferred under the Deferred Bonus Plan (DBP). In respect of the bonus<br>deferred, the Executive Director is granted a conditional award over shares. No further conditions apply to DBP shares. One half of the bonus<br>earned in respect of performance during 2024 was deferred and details of the consequent DBP awards granted in 2025 are shown below.<br>One half of the Executive Directors’ bonus earned in respect of performance during 2025 will be deferred and the consequent DBP awards<br>are expected to be granted in March 2026.<br>Audited<br>2025 Grant1 2026 Grant<br>Ordinary Shares<br>granted Grant date<br>Grant price<br>(pence per share)2<br>Face value<br>£’000<br>2025 Bonus deferred<br>£’000<br>Pascal Soriot 14,623 4 March 2025 11963 1,749 2,129.5<br>Aradhana Sarin 6,243 4 March 2025 11963 747 801.5<br>1 One half of the bonus earned in respect of performance during 2024 was deferred into shares, with the consequent DBP awards granted in 2025. 2 The grant price is the average closing share price over the three dealing days preceding grant.<br>Annual bonus continued<br>Audited<br>AstraZeneca Annual Report & Form 20-F Information 2025 101<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Remuneration Report
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Long-term incentives included in the Executive Directors’ realised pay for 2025 figure: 2023 PSP<br>The Executive Directors’ realised pay for 2025 includes the value of PSP awards with a performance period that ended 31 December 2025.<br>These shares and dividend equivalents will not be released to the Executive Directors until the awards vest at the end of the holding period.<br>The value of the shares due to vest has been calculated using the average closing share price over the three-month period ended<br>31 December 2025 (13202 pence). The table below provides a breakdown showing the face value of these shares at the time they were<br>granted, the value that is attributable to share price appreciation since grant, and the value of dividend equivalents accrued on these shares<br>over the relevant performance period. Further information about the individual awards and performance assessments follows the table.<br>Audited<br>Long-term incentive awards with performance periods ended 31 December 2025<br>Value of shares due to vest<br>Ordinary Shares<br>granted<br>Performance<br>outcome<br>Face value<br>at time<br>of grant1<br>£’000<br>Value due to<br>share price<br>appreciation2<br>£’000<br>Dividend equivalent<br>accrued over<br>performance period<br>£’000<br>Long-term<br>incentives total<br>£’000<br>Pascal Soriot 2023 PSP 85,808 97% 9,006 1,982 591 11,579<br>Aradhana Sarin 2023 PSP 38,046 97% 3,993 879 262 5,134<br>1 Calculated using the grant price of 10821 pence, being the average closing share price over the three dealing days preceding the grant of the 2023 PSP awards. 2 Calculated using the difference between the grant price and the average closing share price over the three-month period ended 31 December 2025. The average closing share price<br>over the three-month period ended 31 December 2025 was 13202 pence.<br>The 2023 PSP awards granted to Mr Soriot and Dr Sarin on 4 March 2023, are due to vest and be released on 4 March 2028 on completion<br>of a further two-year holding period. Performance over the period from 1 January 2023 to 31 December 2025 will result in 97% of the awards<br>vesting, based on the following assessment of performance.<br>Annual bonus continued<br>Long-term incentives<br>We intend to disclose the 2026 Group scorecard outcome and details of the performance hurdles and targets in the 2026 Directors’<br>Remuneration Report following the end of the performance period. The performance targets are currently considered to be commercially<br>sensitive as prospective disclosure may prejudice the Company’s commercial interests. Executive Directors’ individual contribution will<br>be assessed by reference to individual goals in line with the Company’s objectives for the year.<br>Audited<br>2026 Group scorecard performance measures and metrics<br>Measure weighting Underlying metrics (if applicable) Metric weighting 2026 target<br> Science and Innovation: Annual pipeline progression<br>30% Pipeline progression events 15% C<br>Regulatory events 15% C<br> Growth and Therapy Area Leadership 30% Total Revenue 30% C<br> Achieve Group Financial Targets<br>40% Cash flow 20% C<br>Core EPS 20% C<br>Key: Target increased vs 2025 target Target decreased vs 2025 target Target constant C Commercially sensitive<br>AstraZeneca Annual Report & Form 20-F Information 2025 102<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Remuneration Report<br>Annual Report on Remuneration continued
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The Growth and Therapy Area Leadership<br>target (measuring Total Revenue) is set at<br>budget exchange rates at the beginning<br>of the performance period and evaluated<br>at those rates at the end of the performance<br>period, so that any beneficial or adverse<br>movements in currency, which are outside<br>the Company’s control, do not impact<br>reward outcomes.<br>The Cash flow measure is assessed using<br>cumulative net cash flow from operating<br>activities less capital expenditure, adding<br>back proceeds from the disposal of<br>intangible assets.<br>The 2023 PSP sustainability metric focused<br>on reduction in Scope 1 and Scope 2 GHG<br>emissions glide path (Ambition Zero Carbon).<br>For more information about the Company’s<br>sustainability initiatives, including Ambition<br>Zero Carbon see Climate change from<br>page 42.<br>AstraZeneca ranked sixth within the TSR<br>peer group. The TSR peer group for the 2023<br>PSP consisted of AbbVie, Amgen, Astellas,<br>BMS, Daiichi Sankyo, Eli Lilly, Gilead, GSK,<br>Johnson & Johnson, Merck KGaA, Moderna,<br>MSD, Novartis, Novo Nordisk, Pfizer, Roche,<br>Sanofi and Takeda.<br>PSP awards granted during 2025<br>During 2025, conditional awards of shares were granted to the Executive Directors with face values equivalent to 850% of base pay for<br>Mr Soriot and 550% of base pay for Dr Sarin under the PSP. Face value is calculated using the grant price, being the average closing share<br>price over the three dealing days preceding grant.<br>Performance will be assessed over the period from 1 January 2025 to 31 December 2027 against the measures outlined below to determine<br>the proportion of the award that vests. A further two-year holding period will then apply before vesting, which is scheduled to occur on the<br>fifth anniversary of grant.<br>Ordinary<br>Shares<br>granted<br>Grant<br>date<br>Grant price<br>(pence per<br>share)<br>Face value<br>£’000<br>End of<br>performance period<br>End of<br>holding period<br>Pascal Soriot 109,781 4 March 2025 11963 13,133 31 December 2027 4 March 2030<br>Aradhana Sarin 45,494 4 March 2025 11963 5,442 31 December 2027 4 March 2030<br>The 2025 PSP performance measures focus on scientific, ESG, commercial and financial performance over the three-year performance<br>period. The five performance metrics attached to the 2025 PSP awards are detailed below. Twenty per cent of the award will vest if the<br>threshold level of performance is achieved; the maximum level of performance must be achieved under each measure for 100% of the<br>award to vest.<br>Relative total shareholder return (TSR) (20% of award)<br>TSR performance is assessed against a predetermined peer group of global pharmaceutical companies and consists of AbbVie, Amgen,<br>Astellas, BMS, Daiichi Sankyo, Eli Lilly, Gilead, GSK, Johnson & Johnson, Merck KGaA, Moderna, MSD, Novartis, Novo Nordisk, Pfizer, Roche,<br>Sanofi and Takeda. The rank which the Company’s TSR achieves over the performance period will determine how many shares will vest<br>under this measure.<br>TSR ranking of the Company % of award that vests<br>Median 20% (threshold for payout)<br>Between median and upper quartile Pro rata<br>Upper quartile 100%<br>Long-term incentives continued<br>Audited<br>2023 PSP performance measures<br>and metrics Outcome Payout<br>Science and Innovation:<br>First approvals and NME<br>volume over three years<br>NME Phase III/registrational volume 12% 10 20 20 12%<br>Regulatory events 18% 13 26 30 18%<br>Subtotal – Science and Innovation1 30% 30%<br>Growth and Therapy Area<br>Leadership ($bn) 20% 43 50.5 59 20%<br>Cash flow ($bn) 20% 22 31 31.5 20%<br>Total shareholder return 20% Median UQ2 6th 17%<br> Ambition Zero Carbon 10% 142 ktCO2e 91 ktCO2e 73ktCO2e 10%<br>Total1 100% 97%<br>Key: Bar charts are indicative of 2023 PSP performance; scales do not start from zero.<br>Due to rounding, the total outcome differs from the arithmetic total of the individual metric outcomes disclosed above.<br>1 The subtotal and total reflect the weightings of the individual metrics. 2 UQ = Upper Quartile.<br>Weighting<br>Maximum<br>(100%<br>vesting)<br>Threshold<br>(20%<br>vesting)<br>AstraZeneca Annual Report & Form 20-F Information 2025 103<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Remuneration Report
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Net Cash flow (20% of award)<br>The Cash flow measure is assessed using cumulative net cash flow from operating activities less capital expenditure adding back proceeds<br>from the disposal of intangible assets. The level of vesting under this measure is based on a scale between a threshold target and an<br>upper target.<br>Cash flow % of award that vests<br>$27.5bn 20% (threshold for payout)<br>Between $27.5bn and $31.5bn Pro rata<br>$31.5bn 75%<br>Between $31.5bn and $35.5bn Pro rata<br>$35.5bn and above 100%<br>Growth and Therapy Area Leadership (20% of award)<br>For PSP awards granted in 2025, the Growth and Therapy Area Leadership metric is Total Revenue. Disclosing the threshold and maximum<br>hurdles for this measure could be construed to constitute financial guidance, which is not the Company’s intention. The Growth and Therapy<br>Area Leadership (Total Revenue) measure is thus considered to be commercially sensitive and will be disclosed following the end of the<br>performance period, in the 2027 Directors’ Remuneration Report. This measure is evaluated by reference to budget exchange rates.<br>Science and Innovation: First approvals and NME volume over three years (30% of award)<br>Performance is assessed using dual indices which measure NME Phase III/registrational volume and regulatory events, allowing disclosure<br>of targets at the beginning of the performance period.<br>NME Phase III/registrational volume<br>(12% of award) % of award that vests Regulatory events (18% of award) % of award that vests<br>14 20% (threshold for payout) 18 20% (threshold for payout)<br>Between 14 and 21 Pro rata Between 18 and 26 Pro rata<br>21 75% 26 75%<br>Between 21 and 28 Pro rata Between 26 and 35 Pro rata<br>28 100% 35 100%<br>Ambition Zero Carbon (10% of award)<br>For the 2025 PSP, this measure encompasses aspects of our value chain (Scope 3) GHG emissions and for the 2025 PSP comprises the<br>aggregate reductions from the NGP transition, primary distribution and business travel.<br>Emissions % of award that vests<br>1,846 ktCO2e split as:<br>NGP transition: 1,553 ktCO2e (which equates to a carbon intensity of 16.7 kgCO2e per device)<br>Business travel and primary distribution: 293 ktCO2e 20% (threshold for payout)<br>1,632 ktCO2e split as:<br>NGP transition: 1,356 ktCO2e (which equates to a carbon intensity of 14.6 kgCO2e per device)<br>Business travel and primary distribution: 276 ktCO2e 75%<br>1,434 ktCO2e split as:<br>NGP transition: 1,172 ktCO2e (which equates to a carbon intensity of 12.9 kgCO2e per device)<br>Business travel and primary distribution: 262 ktCO2e 100%<br>Long-term incentives continued<br>Audited<br>AstraZeneca Annual Report & Form 20-F Information 2025 104<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Remuneration Report<br>Annual Report on Remuneration continued
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PSP performance measures for 2026 grant<br>The sustainability measure with the 2026 PSP has been updated as set out below. All other measures remain unchanged from the 2025<br>PSP award.<br>PSP performance measure Measure weighting Underlying metrics (if applicable)<br>Metric<br>weighting<br>Threshold<br>(20%<br>vesting)<br>Maximum<br>(100%<br>vesting)<br> Science and Innovation:<br>First approvals and NME<br>volume over three years<br>30% NME Phase III/registrational volume 12% 11 22<br>Regulatory events 18% 18 36<br>Growth and<br>Therapy Area Leadership<br>20% Total Revenue Commercially sensitive<br>until end of<br>performance period<br>Cash flow 20% $28bn $36.5bn<br>Relative TSR 20% Median Upper<br>Quartile<br> Sustainability 10% Value Chain emissions intensity in kgCO2e per<br>pMDI device (Scope 3)<br>13.4 kgCO2e 10.1 kgCO2e<br>Regulatory events measure NME and major LCM approvals (taking into account the first approval over the performance period). NME<br>Phase III/registrational volume measures the total NME pipeline volume at the end of the performance period. These two items ensure<br>that management is assessed on both R&D late-stage delivery (approvals) and also future pipeline sustainability (volume).<br>Disclosing the threshold and maximum hurdles for the Growth and Therapy Area Leadership (Total Revenue) measure could be construed<br>to constitute financial guidance, which is not the Company’s intention. The Total Revenue measure is thus considered to be commercially<br>sensitive and will be disclosed following the end of the performance period.<br>The Total Revenue measure is evaluated by reference to budget exchange rates such that beneficial or adverse movements in currency,<br>which are outside the Company’s control, do not impact reward outcomes. The companies in the TSR comparator group are shown<br>on page 103.<br>The Cash flow measure is assessed using cumulative net cash flow from operating activities less capital expenditure adding back<br>proceeds from the disposal of intangible assets. Capital expenditure is expected to increase materially during the performance period<br>reflecting continued investments in new modalities, and the build-out of capability and capacity to support the 2030 Ambition, including<br>previously announced investments in the US, Singapore and China. In addition, cash flow is expected to be temporarily affected by specific<br>factors which will impact near-term phasing of working capital.<br>We remain committed to Ambition Zero Carbon and the reduction of value chain emissions. The 2026 PSP builds on the approach to<br>Scope 3 emissions reduction introduced in the 2025 PSP, with the Sustainability metric for the 2026 PSP focusing on the NGP transition.<br>This reflects the NGP’s material impact on Scope 3 carbon emissions (26% of total emissions in 2025) and its status as the largest device<br>transition in AstraZeneca’s history. To ensure the measure supports both enterprise performance and the successful delivery of clinical<br>milestones and device transition across markets, we will adopt a carbon intensity metric expressed as kilograms of CO2 equivalent per<br>pMDI device (kgCO2e/device). This approach is intended to align executive incentives with our objective to deliver near-zero carbon<br>intensity from our pMDI portfolio by 2030 while increasing the number of patients served.<br>As described on page 96, the Committee takes into account a wide range of data to ensure that the stretching nature of PSP hurdles is<br>robustly tested and that financial targets are aligned with the Company’s Mid-Term Plan. The Committee takes consensus and exchange<br>rates into account when determining the appropriate level of stretch relative to prior plans and performance outturns.<br>PSP awards are expected to be granted to the Executive Directors in March 2026. The PSP award to be granted to Mr Soriot will<br>be equivalent to 850% of base pay. The PSP award to be granted to Dr Sarin will be equivalent to 550% of base pay.<br>Long-term incentives continued<br> For more information about<br>How our performance<br>measures for 2026 support<br>the delivery of our strategy,<br>and How the Remuneration<br>Committee ensures targets are<br>stretching, see pages 95 and<br>96, respectively.<br>AstraZeneca Annual Report & Form 20-F Information 2025 105<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Remuneration Report
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Non-Executive Directors’ realised pay for 2025 (single total figure of remuneration)<br>The table sets out all elements of remuneration receivable by the Non-Executive Directors in respect of the year ended 31 December 2025,<br>alongside comparative figures for the prior year.<br>2025<br>Fees<br>£’000<br>2024<br>Fees<br>£’000<br>2025<br>Other<br>£’000<br>2024<br>Other<br>£’000<br>2025<br>Total<br>£’000<br>2024<br>Total<br>£’000<br>Michel Demaré1 890 800 63 – 953 800<br>Euan Ashley 188 160 – – 188 160<br>Philip Broadley 268 233 – – 268 233<br>Birgit Conix2 135 – – – 135 –<br>Rene Haas3 120 – – – 120 –<br>Karen Knudsen4 121 – – – 121 –<br>Diana Layfield 162 135 – – 162 135<br>Anna Manz 148 140 – – 148 140<br>Sheri McCoy 238 205 – – 238 205<br>Tony Mok 145 135 – – 145 135<br>Nazneen Rahman 233 200 – – 233 200<br>Marcus Wallenberg 168 155 – – 168 155<br>Former Non-Executive Directors<br>Deborah DiSanzo5 41 140 – – 41 140<br>Andreas Rummelt5 40 135 – – 40 135<br>Total 2,897 2,438 63 – 2,960 2,438<br>1 Michel Demaré single figure includes office costs (invoiced in Swiss franc) of £62,900 for the year ended 31 December 2025. 2 Birgit Conix was appointed with effect from 1 February 2025. 3 Rene Haas was appointed with effect from 1 January 2025. 4 Karen Knudsen was appointed with effect from 11 April 2025. 5 Deborah DiSanzo and Andreas Rummelt retired from the Board with effect from 11 April 2025.<br>Non-Executive Directors’ fee structure<br>The Non-Executive Directors’ fees effective from January 2026 are set out in the table below, alongside the fees applicable during 2025.<br>Fees for the Non-Executive Directors (other than the Chair of the Board) were determined by the Chair of the Board and the Executive<br>Directors. Changes to the Chair of the Board’s fee were determined by the Remuneration Committee, excluding the Chair of the Board.<br>No Board member participated in any decisions relating to their own fees.<br>The Non-Executive Directors’ fees, including the Chair, are typically reviewed annually. In the latest review, the size and complexity of the<br>AstraZeneca Group was considered, together with the continuing increase in workload, responsibilities, and time commitment for non-executive directors of global, publicly listed companies, in part driven by changes in the corporate governance and regulatory landscape in<br>multiple jurisdictions. Independent market data from FTSE 10 companies was also reviewed to ensure that AstraZeneca’s fees do not hinder<br>the recruitment of Directors of the right experience and calibre for a Group of our scale in a global market.<br>With effect from January 2026, the Chair’s fee has been increased from £890,000 to £925,600 and the Chair’s office costs reimbursed<br>by the Company has been increased from £75,000 to £78,000 per annum. Other increases have been made to certain fees as set out<br>in the table below.<br>Non-Executive Director fees<br>2025<br>£’000<br>2026<br>£’000<br>Chair of the Board1 890 925.6<br>Basic Non-Executive Director 120 125<br>Senior independent Non-Executive Director 50 50<br>Chair of the Audit Committee2 55 55<br>Member of the Audit Committee 27.5 27.5<br>Chair of the Remuneration Committee2 50 55<br>Member of the Remuneration Committee 25 27.5<br>Chair of the Sustainability Committee2 45 45<br>Member of the Sustainability Committee 22.5 22.5<br>Chair of the Science Committee2 50 55<br>Member of the Science Committee 25 27.5<br>Chair of the Nomination and Governance Committee – –<br>Member of the Nomination and Governance Committee 17.5 17.5<br>1 The Chair of the Board does not receive any additional fees for chairing, or being a member of a Committee. 2 The Committee Chairs do not receive additional fees for being a member of the Committee.<br>Non-Executive Directors’ remuneration<br>Audited<br>AstraZeneca Annual Report & Form 20-F Information 2025 106<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Remuneration Report<br>Annual Report on Remuneration continued
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Minimum shareholding requirements<br>The CEO and CFO are each required to build a shareholding to satisfy their respective minimum shareholding requirements (MSR), each<br>within five years of their dates of appointment or, if the MSR is increased at any time, within five years of that increase. Following approval<br>of the Remuneration Policy (the Policy) at the 2024 AGM on 11 April 2024, the minimum shareholder requirements for the Executive Directors<br>were increased to match their variable pay opportunity, being 1,150% of base pay for Mr Soriot (increased from 650%), and 750% of base pay<br>for Dr Sarin (increased from 450%). The Executive Directors have until 11 April 2029, to meet this requirement.<br>Shares that count towards the MSR are shares beneficially held by the Executive Director and their connected persons and share awards that<br>are not subject to further performance conditions. Share awards included are DBP shares in deferral periods, and PSP shares in holding<br>periods, on a net-of-tax basis. The value is calculated using the closing share price on 31 December 2025.<br>As at 31 December 2025, Dr Sarin exceeded her increased minimum shareholder requirement and Mr Soriot’s holding was slightly below<br>the increased MSR, but above the previous MSR of 650%. 50% of Mr Soriot’s 2025 annual bonus will be deferred into shares and 97%<br>of Mr Soriot’s 2023 PSP will move into a two-year holding period, following completion of the performance period on 31 December 2025.<br>These shares will count towards Mr Soriot’s MSR in 2026.<br>A further post-employment shareholding requirement applies to Executive Directors. For two years following cessation of employment,<br>Executive Directors are required to hold shares to the value of the shareholding requirement that applied at the cessation of their employment;<br>or, in cases where the individual has not had sufficient time to build up shares to meet their guideline, the actual level of shareholding<br>at cessation. The post-cessation requirement will be maintained through self-certification, with the Committee keeping this approach<br>under review.<br>Position against the 2025 minimum shareholding requirement (MSR) as a percentage of base pay<br>Beneficially owned<br>shares and shares in<br>a holding period1<br>Shares in<br>deferral period2<br>Shares subject<br>to performance<br>conditions<br>Value of shares<br>counted towards<br>MSR as a % of<br>base pay3<br>Pascal Soriot 192,455 43,152 320,854 1,051%<br>Aradhana Sarin 120,535 20,860 135,451 1,454%<br>1 Holding period shares included are those which are not subject to continued employment. 2 Shares in deferral periods which are not subject to continued employment. 3 Holding as at 31 December 2025. Shares subject to deferral and holding periods calculated net of a theoretical 50%<br>tax rate. Shares subject to performance conditions are not included in the value of shares counted towards the MSR.<br>Non-Executive Directors are encouraged to build up, over a period of three years, a shareholding in the Company with a value approximately<br>equivalent to the basic annual fee for a Non-Executive Director (which was increased to £120,000 during 2025) or, in the case of the Chair,<br>approximately equivalent to his basic annual fee (£890,000 during 2025). The majority of Non-Executive Directors who had served for<br>a period of three years or more as at 31 December 2025 met this expectation, based on the three-month average closing share price for<br>the period ended 31 December 2025 (13202 pence).<br>Directors’ interests as at 31 December 2025<br>The following table shows the beneficial interests of the Directors (including the interests of their connected persons) in Ordinary Shares<br>as at 31 December 2025.<br>Executive Directors<br>Beneficial interest in<br>Ordinary Shares as at<br>31 December 20251<br>Beneficial interest in<br>Ordinary Shares at<br>31 December 20241<br>Pascal Soriot 235,607 269,861<br>Aradhana Sarin 141,395 117,364<br>Non-Executive Directors<br>Michel Demaré 10,000 10,000<br>Euan Ashley 1,545 1,545<br>Philip Broadley 8,025 8,025<br>Birgit Conix2 1,080 –<br>Deborah DiSanzo3 1,000 1,000<br>Rene Haas2 – –<br>Karen Knudsen2 718 –<br>Diana Layfield 1,400 1,400<br>Anna Manz 487 487<br>Sheri McCoy 1,736 1,736<br>Tony Mok 3,500 3,500<br>Nazneen Rahman 720 1,017<br>Andreas Rummelt3 27,205 27,205<br>Marcus Wallenberg 60,028 60,028<br>1 For the Executive Directors, beneficial interests include shares in holding periods and deferral periods which are not subject to performance measures or continued employment.<br>Shares in a holding or deferral period are included on a gross basis. 2 Birgit Conix was appointed to the Board on 1 February 2025, Rene Haas was appointed 1 January 2025 and Karen Knudsen was appointed on 11 April 2025. 3 Deborah DiSanzo and Andreas Rummelt retired from the Board on 11 April 2025.<br>1,150%<br>1,051%<br>750%<br>1,454%<br>CEO<br>CFO<br>Key: 2025 MSR Shares counted towards MSR<br>Directors’ shareholdings<br>Audited<br>AstraZeneca Annual Report & Form 20-F Information 2025 107<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Remuneration Report
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Executive Directors’ share plan interests<br>The following tables set out the Executive Directors’ interests in Ordinary Shares under the Company’s share plans.<br>Pascal Soriot<br>Shares outstanding at<br>31 December 2025<br>Share scheme interests Grant date<br>Shares<br>outstanding at<br>1 January 2025<br>Grant<br>price<br> (pence)<br>Shares<br>granted<br>in year<br>Shares<br>released<br>in year<br>Shares<br>lapsed<br>in year<br>Shares<br>subject to<br>performance<br>Shares<br>in deferral/<br>holding<br>period1<br>Performance<br>period end<br>Vesting and<br>release date<br>DBP 04/03/2022 17,216 9154 – 17,216 – n/a – n/a 04/03/20252,3<br>04/03/2023 14,448 10821 – – – n/a 14,448 n/a 04/03/2026<br>04/03/2024 14,081 10081 – – – n/a 14,081 n/a 04/03/2027<br>04/03/2025 – 11963 14,623 – – n/a 14,623 n/a 04/03/20284<br>PSP 06/03/2020 84,725 7376 – 84,725 – – – 31/12/2022 06/03/20255,6<br>21/05/2020 8,471 7376 – 8,471 – – – 31/12/2022 21/05/20257,8<br>05/03/2021 93,856 6844 – – – – 93,856 31/12/2023 05/03/2026<br>14/05/2021 17,064 6844 – – – – 17,064 31/12/2023 14/05/2025<br>04/03/2022 97,066 9154 – – (15,531) – 81,535 31/12/2024 04/03/20279<br>04/03/2023 85,808 10821 – – – 85,808 – 31/12/2025 04/03/2028<br>04/03/2024 95,791 10081 – – – 95,791 – 31/12/2026 04/03/2029<br>13/05/2024 29,474 10081 – – – 29,474 – 31/12/2026 13/05/2029<br>04/03/2025 – 11963 109,781 – – 109,781 – 31/12/2027 04/03/203010<br>Total 558,000 124,404 110,412 (15,531) 320,854 235,607<br>1 Shares in deferral/holding period are not subject to performance conditions. 2 Market price on 4 March 2025, the actual date of release, was 12064 pence. 3 An additional 1,129 Ordinary Shares were released as a result of the reinvestment of dividend equivalents accrued during the deferral period. 4 Award granted following deferral of one half of the annual bonus earned in respect of performance during 2024, see page 101 for further detail. 5 Market price on 6 March 2025, the actual date of release, was 12028 pence. 6 An additional 8,679 Ordinary Shares were released as a result of the reinvestment of dividend equivalents accrued during the performance and holding period. 7 An additional 871 Ordinary Shares were released as a result of the reinvestment of dividend equivalents accrued during the performance and holding period. 8 Market price on 21 May 2025, the actual date of release, was 10492 pence. 9 84% of the shares entered the holding period, following assessment of performance over the period to 31 December 2023. The remaining shares lapsed. 10 Details of PSP awards granted during 2025 are shown on page 103.<br>Aradhana Sarin<br>Shares outstanding at<br>31 December 2025<br>Share scheme interests<br>Grant<br>date<br>Shares<br>outstanding at<br>1 January 2025<br>Grant<br>price<br> (pence)<br>Shares<br>granted<br>in year<br>Shares<br>released<br>in year<br>Shares<br>lapsed<br>in year<br>Shares<br>subject to<br>performance<br>Shares<br>in deferral/<br>holding<br>period1<br>Performance<br>period end<br>Vesting and<br>release date<br>DBP 04/03/2022 3,249 9154 – 3,249 – n/a – n/a 04/03/20252,3<br>04/03/2023 7,403 10821 – – – n/a 7,403 n/a 04/03/2026<br>04/03/2024 7,214 10081 – – – n/a 7,214 n/a 04/03/2027<br>04/03/2025 – 11963 6,243 – – n/a 6,243 n/a 04/03/20284<br>PSP 13/08/2021 17,084 8209 – – – – 17,084 31/12/2023 13/08/2026<br>04/03/2022 43,038 9154 – – (6,887) – 36,151 31/12/2024 04/03/20275<br>04/03/2023 38,046 10821 – – – 38,046 – 31/12/2025 04/03/2028<br>04/03/2024 51,911 10081 – – – 51,911 – 31/12/2026 04/03/2029<br>04/03/2025 – 11963 45,494 – – 45,494 – 31/12/2027 04/03/20306<br>Total 167,945 51,737 3,249 (6,887) 135,451 74,095<br>1 Shares in deferral/holding period are not subject to performance conditions. 2 An additional 210 Ordinary Shares were released as a result of the reinvestment of dividend equivalents accrued during the deferral period. 3 Market price on 4 March 2025, the actual date of release, was 12064 pence. 4 Award granted following deferral of one half of the annual bonus earned in respect of performance during 2024, see page 101 for further detail. 5 84% of the shares entered the holding period, following assessment of performance over the period to 31 December 2024. The remaining shares lapsed. 6 Details of PSP awards granted during 2025 are shown on page 103.<br>No Director or senior executive beneficially owns, or has options over, 1% or more of the issued share capital of the Company, nor do they<br>have different voting rights from other shareholders. None of the Directors has a beneficial interest in the shares of any of the Company’s<br>subsidiaries. Between 31 December 2025 and 9 February 2026, there was no change in the interests in Ordinary Shares for current Directors<br>shown in the table above.<br>Directors’ shareholdings continued<br>Audited<br>AstraZeneca Annual Report & Form 20-F Information 2025 108<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Remuneration Report<br>Annual Report on Remuneration continued
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Audited Payments to former Directors<br>During 2025, no payments were made to former Directors.<br>Payments for loss of office<br>During 2025, no payments were made to Directors for loss of office.<br>Remuneration in the wider context<br>In our Corporate Governance Report on page 78, we outline how the Board has chosen to engage with AstraZeneca’s workforce, and why<br>this is critical to being a great place to work and delivering outstanding performance. The Directors believe that the Board as a whole should<br>continue to take responsibility for gathering the views of the workforce. Consequently, instead of implementing one of the three methods for<br>workforce engagement prescribed in the 2024 UK Corporate Governance Code, the Board chose to enhance and develop the long-standing<br>existing channels of engagement to capture the global workforce’s perspectives on a variety of topics, including remuneration.<br>The Committee engages with employees through site visits, virtual meetings and discussions with high-potential talent, communicating on<br>remuneration matters where appropriate. Committee members review comprehensive data on reward, workforce trends and culture and<br>receive regular reports on pay, benefits, incentives, performance management approach and broader talent policies to ensure well-informed<br>executive pay decisions. Outcomes such as the annual Group scorecard are communicated internally and via the Directors’ Remuneration<br>Report, with additional materials published on the internal communication platform. Where significant changes are proposed, employee<br>representative groups provide feedback to assess impact upon the broader workforce.<br>When reviewing executive remuneration, the Committee considers our global workforce, looking to ensure the total reward offering is<br>competitive, compelling and aligned to our business performance, promoting a culture where everyone feels valued and included, as outlined<br>in the table below. People and Sustainability remain one of our three strategic priorities, and our Business Review from page 26 explains<br>the role that reward plays in developing an inclusive and diverse culture that encourages and rewards innovation, entrepreneurship and<br>performance. In carrying out its responsibilities and when setting the Policy, the Committee also applies the principles and considers the<br>provisions of the UK Corporate Governance Code.<br>Element Policy features for the wider workforce<br>Comparison with Executive Director<br>and Senior Executive Team<br>Base pay Our base pay is the basis for a competitive total reward package<br>for all employees, and we review base pay annually. This review<br>takes account of country budget, relevant market comparators,<br>the skills, capabilities, knowledge and experience of each<br>individual relative to peers within the Company, and individual<br>contribution. In setting the budget each year, we consider<br>affordability as well as assessing how employee base pay is<br>currently positioned relative to inflation, market rates, forecasts<br>of any further market increases, and turnover.<br>The base pay of our Executive Directors and the SET forms<br>the basis of their total remuneration, and we review their base<br>pay annually.<br>The primary purpose of the review is to ensure base pay<br>remains competitive and reflects the contribution each<br>individual makes to the organisation.<br>Pensions and benefits We offer market-aligned wellbeing benefit packages reflecting<br>market practice in each country in which we operate. Where<br>appropriate, we offer elements of personal benefit choice to<br>our employees.<br>The benefit packages of our Executive Directors and the SET<br>are broadly aligned with the wider workforce of the country<br>in which they are employed. Pension allowances for current<br>UK Executive Directors are in line with the wider UK workforce.<br>Annual bonus With the exception of our sales representatives receiving<br>sales-related incentives, our global workforce participates<br>in the same annual cash bonus plan as the Executive Directors<br>and the SET, with the same Group scorecard performance<br>measures outlined on page 99. Achievement against the<br>scorecard creates a bonus pool from which all awards are made.<br>For employees within our commercial organisation, the<br>country-level share of the global bonus pool also takes<br>into account country performance against KPIs.<br>Individual outcomes are based on manager assessment of<br>contribution against individual objectives and peers. Awards<br>are based on a 0-200% target range.<br>The ranges for Executive Directors and the SET align with the<br>wider workforce at 0-200% of target. Half of any award to an<br>Executive Director under the plan is subject to deferral into<br>shares subject to a three-year holding period. One sixth of any<br>award to the SET under the plan is deferred into shares and<br>is subject to a three-year holding period.<br>Long-term<br>incentives<br>The PSP is operated with a three-year performance period for<br>employees at Vice-President and Senior Vice-President level, with<br>the same performance measures that apply to PSP awards made<br>to the Executive Directors and the SET (outlined from page 102).<br>A proportion of our workforce below this level is eligible to be<br>considered for other LTI awards, such as restricted stock<br>awards. Thirty-five per cent of our global employee population<br>are eligible to receive an award under our LTI plans.<br>PSP awards to Executive Directors and the SET are granted<br>under the same plan as PSP awards granted to Vice‑Presidents<br>and Senior Vice-Presidents. PSP awards to Executive Directors<br>and the SET are subject to a two-year holding period following<br>the three-year performance period.<br>AstraZeneca Annual Report & Form 20-F Information 2025 109<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Remuneration Report
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Change in Director remuneration compared to other employees<br>In the table below, as per the requirements of the Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations<br>2019, changes to the base pay (or fees), taxable benefits and annual bonus of Directors are compared to employees for the previous financial<br>year. The regulations require comparison between the remuneration of each Director and that of all employees of the parent company on<br>a full-time equivalent basis. As AstraZeneca PLC has no direct employees, and in line with our disclosure approach in prior years to changes<br>in employee remuneration, the selected comparator group is comprised of employees in the UK, US and Sweden who represent approximately<br>37% of our total employee population. We consider that this group is representative of the Group’s major science, business and enabling units.<br>These employee populations are also well balanced in terms of seniority and demographics.<br>Change in 2025<br>against 2024 (%)<br>Change in 2024<br>against 2023 (%)<br>Change in 2023<br>against 2022 (%)<br>Change in 2022<br>against 2021 (%)<br>Change in 2021<br>against 2020 (%)<br>Base<br>pay/<br>fees Benefits<br>Annual<br>bonus<br>Base<br>pay/<br>fees Benefits<br>Annual<br>bonus<br>Base<br>pay/<br>fees Benefits<br>Annual<br>bonus<br>Base<br>pay/<br>fees Benefits<br>Annual<br>bonus<br>Base<br>pay/<br>fees Benefits<br>Annual<br>bonus<br>Executive Directors<br>Pascal Soriot 4.0 3.6 21.7 4.0 -0.9 23.2 4.5 3.1 -9.2 3.0 10.5 -0.8 3.0 1.1 35.9<br>Aradhana Sarin 4.0 -23.0 7.3 4.0 -70.4 2.7 4.5 -71.6 -9.2 147.2 2,753.2 169.3 – – –<br>Non-Executive Directors<br>Michel Demaré1 11.2 100.0 – 37.0 – – 268.9 – – 7.0 – – 18.7 – –<br>Euan Ashley 17.2 – – 34.7 – – 8.0 – – 6.8 – – 300.0 – –<br>Philip Broadley 14.8 – – 16.5 – – 0.0 – – 15.6 – – 16.9 – –<br>Birgit Conix2 – – – – – – – – – – – – – – –<br>Deborah DiSanzo3 -70.7 – – 16.7 – – 0.0 – – 11.1 – – 0.0 – –<br>Rene Haas4 – – – – – – – – – – – – – – –<br>Karen Knudsen5 – – – – – – – – – – – – – – –<br>Diana Layfield 20.0 – – 22.7 – – 0.0 – – 19.9 – – 525.6 – –<br>Anna Manz6 5.4 – – 250.0 – – – – – – – – – – –<br>Sheri McCoy 15.9 – – 17.1 – – 11.7 – – 23.6 – – 3.0 – –<br>Tony Mok 7.4 – – 22.7 – – 0.0 – – 6.8 – – 0.0 – –<br>Nazneen Rahman 16.2 – – 25.3 – – 3.0 – – 18.2 – – 11.0 – –<br>Andreas Rummelt3 -70.4 – – 22.7 – – 0.0 – – 172.2 – – – – –<br>Marcus Wallenberg 8.4 – – 24.0 – – 0.0 – – 17.1 – – 3.6 – –<br>Employees 5.7 5.7 0.4 5.8 5.8 7.7 7.0 7.0 3.2 6.0 6.0 19.3 4.9 4.9 44.4<br>1 Michel Demaré was appointed Chair of the Board on 27 April 2023. Benefits for Michel Demaré are office costs introduced in January 2025. 2 Birgit Conix was appointed on 1 February 2025. 3 Deborah DiSanzo and Andreas Rummelt retired from the Board on 11 April 2025. 4 Rene Haas was appointed on 1 January 2025. 5 Karen Knudsen was appointed on 11 April 2025. 6 Anna Manz was appointed on 1 September 2023.<br>CEO and employee pay ratios<br>The table below sets out the ratios of the CEO’s realised pay to the equivalent pay for the lower quartile, median and upper quartile of UK<br>employees (calculated on a full-time equivalent basis). The ratios have been calculated in accordance with the Companies (Miscellaneous<br>Reporting) Regulations 2018 (the Regulations).<br>Year Method 25th percentile pay ratio 50th percentile pay ratio 75th percentile pay ratio<br>2025 Option A 261:1 176:1 118:1<br>2024 Option A 231:1 153:1 102:1<br>2023 Option A 271:1 182:1 121:1<br>2022 Option A 230:1 159:1 107:1<br>2021 Option A 240:1 162:1 106:1<br>2020 Option A 284:1 197:1 130:1<br>2019 Option A 280:1 190:1 123:1<br>2018 Option A 230:1 160:1 103:1<br>AstraZeneca Annual Report & Form 20-F Information 2025 110<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Remuneration Report<br>Annual Report on Remuneration continued
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The comparison with UK employees is specified by the Regulations. This group represents approximately 10% of our total employee population.<br>The Regulations provide flexibility to adopt one of three methods of calculation; we continue to use Option A which is a calculation based<br>on all UK employees on a full-time equivalent basis as we consider this to be the most appropriate method of comparison and in line with<br>the calculation of the CEO’s realised pay (shown on page 97 for 2025). The ratios are based on total pay, which includes base pay, benefits,<br>bonus and LTI awards with all elements adjusted on a full-time equivalent basis if required. Our calculations are in line with the single figure<br>methodology for UK employees where possible, with quartile data determined as at 31 December 2025. Calculations for UK employees are<br>based on actual base pay and benefits data for the year, with estimates only used for annual bonus outcomes and LTI dividend equivalents.<br>These estimates are based on the 2025 bonus budget and projected payouts, and anticipated dividends on LTI awards, respectively.<br>No elements of pay have been excluded from the calculation, which has been determined following the approach of previous years.<br>CEO UK employees<br>25th percentile 50th percentile 75th percentile<br>Pay data (£’000)1 Base pay Total pay Base pay Total pay Base pay Total pay Base pay Total pay<br>2025 1,545 17,696 50 68 73 100 93 150<br>2024 1,486 14,728 50 64 70 96 91 144<br>2023 1,429 16,853 46 62 65 92 88 139<br>2022 1,367 15,323 48 67 67 96 88 143<br>2021 1,327 13,858 43 58 61 86 86 130<br>2020 1,289 15,447 41 54 60 78 82 119<br>2019 1,289 14,330 38 51 53 75 71 117<br>2018 1,251 11,356 36 49 50 71 70 110<br>1 The prior years’ figures have not been restated for subsequent share price changes (as shown in the CEO’s realised pay for 2025 table on page 97).<br>The pay ratios at each quartile were higher in 2025 when compared to last year, due to realised bonus and LTI awards for the CEO in 2025.<br>Given the Committee’s focus on ensuring CEO pay is performance-driven (and as demonstrated again this year), the majority of the single<br>figure is comprised of variable pay and therefore may vary significantly year-on-year due to annual bonus and PSP outcomes, as well as<br>share price movements. The Committee therefore also considers the CEO pay ratio without the LTI impact. When excluding LTI, the pay ratio<br>of the CEO compared to the median UK employee is 63:1.<br>2018 2019 2020 2021 2022 2023 2024 2025<br>50th percentile ratio excluding LTI 51:1 51:1 53:1 57:1 51:1 52:1 57:1 63:1<br>The Committee remains mindful of the debate on executive pay and seeks to ensure that when determining the remuneration of the CEO<br>it finds the right balance when rewarding performance in a highly competitive global executive talent market. It believes the median ratio<br>is consistent with the pay and progression policies for UK employees, which ensures our total reward offering is competitive and compelling,<br>and aligned to individual and business performance as set out on page 109.<br>Relative importance of spend on pay<br>The table below shows the remuneration paid to all employees in the Group, including the Executive Directors, and expenditure on shareholder<br>distributions through dividends. The figures have been calculated in accordance with the Group Accounting Policies and drawn from either<br>the Group’s Consolidated Statement of Comprehensive Income on page 125, or its Consolidated Statement of Cash Flows on page 128.<br>Further information on the Group Accounting Policies can be found from page 129.<br>2025<br>$m<br>2024<br>$m<br>Difference<br>in spend<br>between<br>years<br>$m<br>Difference<br>in spend<br>between<br>years<br>%<br>Total employee remuneration 14,548 13,709 839 6<br>Distributions to shareholders: dividends paid 4,971 4,629 342 7<br>Total shareholder return<br>The graph on page 112 compares the TSR performance of the Company over the past 10 years with the TSR of the FTSE 100 Index and our<br>global pharmaceutical peers. This graph is re-based to 100 at the start of the relevant period. These indices represent appropriate reference<br>points for AstraZeneca reflecting our primary listing as a constituent of the FTSE 100 and a comparison against our global pharmaceutical<br>peers. The pharmaceutical comparator group is also used to assess relative TSR performance for PSP awards to be granted in 2026 and<br>consists of AbbVie, Amgen, Astellas, BMS, Daiichi Sankyo, Eli Lilly, Gilead, GSK, Johnson & Johnson, Merck KGaA, Moderna, MSD, Novartis,<br>Novo Nordisk, Pfizer, Roche, Sanofi and Takeda. CEO remuneration over the same 10-year period is shown after the TSR graph.<br>AstraZeneca Annual Report & Form 20-F Information 2025 111<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Remuneration Report
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AstraZeneca<br>Global pharmaceutical peers average<br>FTSE 100<br>Dec<br>15<br>Dec<br>16<br>Dec<br>17<br>Dec<br>18<br>Dec<br>19<br>Dec<br>20<br>Dec<br>21<br>Dec<br>22<br>Dec<br>23<br>Dec<br>24<br>Dec<br>25<br>TSR over a 10-year period<br>0<br>100<br>200<br>300<br>400<br>CEO total remuneration table<br>Year CEO<br>CEO<br>realised pay<br>£’000<br>Annual bonus<br>payout against<br>maximum<br>opportunity<br>%<br>LTI vesting<br>rates against<br>maximum<br>opportunity<br>%<br>2025 Pascal Soriot 17,6961 92 97<br>2024 Pascal Soriot 14,7282 78.5 84<br>2023 Pascal Soriot 17,371 79.5 88<br>2022 Pascal Soriot 15,085 92 97<br>2021 Pascal Soriot 15,740 95 95<br>2020 Pascal Soriot 15,934 90 99<br>2019 Pascal Soriot 15,307 83 90<br>2018 Pascal Soriot 12,868 83 79<br>2017 Pascal Soriot 10,429 87 81<br>2016 Pascal Soriot 14,3423 54 95<br>1 The 2025 realised pay is shown on page 97. 2 This figure has been revised using the average closing share price over the three-month period to 31 December 2025, as explained on page 102. 3 This figure includes shares awarded to Mr Soriot in 2013 under the AZIP to compensate him for LTI awards from previous employment forfeited on his recruitment<br>as the Company’s CEO.<br>Governance<br>Committee membership<br>The Committee members as at 31 December 2025 were Sheri McCoy (Chair of the Committee), Philip Broadley, Michel Demaré, Diana<br>Layfield and Nazneen Rahman. Diana Layfield was appointed to the Committee with effect from 1 May 2025. A Deputy Company Secretary<br>acts as secretary to the Committee. The Committee met six times in 2025 and members’ attendance records are set out on page 67.<br>During the year, the Committee was materially assisted, except in relation to their own remuneration, by the CEO; the CFO; the SVP, Finance,<br>Group Controller and Head of Global Finance Services; the SVP, Group Planning and Finance Business Partnering; the SVP, Global Portfolio/<br>Project Management, Strategic Planning, BDO and Deal Finance; the VP, Global Sustainability and SHE; the Chief Human Resources Officer,<br>Chief Compliance Officer and General Counsel; the SVP, Reward; the Senior Director Executive Reward; the Company Secretary; a Deputy<br>Company Secretary; and the Non‑Executive Directors forming the Science and Sustainability Committees. The assistance provided by these<br>individuals fell within the ordinary course of their employment and/or services with AstraZeneca and they were not paid separately for it.<br>The Committee’s independent adviser attended all Committee meetings.<br>Independent adviser to the Committee<br>The Committee reappointed Willis Towers Watson (WTW) as its independent adviser. WTW were first appointed in September 2018,<br>following a tender process undertaken in 2018. The tender process involved submission of written proposals, followed by shortlisted<br>candidates being interviewed by both Committee members and members of the Company’s management. WTW’s service to the Committee<br>during 2025 was provided on a time spent basis at a cost to the Company of £252,322, excluding VAT. During 2025, WTW also provided<br>pensions advice and administration, and advice and support to management including market data to assist in the annual employee pay<br>review, global pay survey data and employee benefits review. WTW have no other connection with the Company or individual Directors.<br>The Committee reviewed the potential for conflicts of interest related to WTW and judged that there were no conflicts. WTW is a member<br>of the Remuneration Consultants Group, which is responsible for the stewardship and development of the voluntary code of conduct in<br>relation to executive remuneration consulting in the UK. The principles on which the code is based are transparency, integrity, objectivity,<br>competence, due care and confidentiality. WTW adheres to the code.<br>Remuneration in the wider context continued<br>AstraZeneca Annual Report & Form 20-F Information 2025 112<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Remuneration Report<br>Annual Report on Remuneration continued
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Malus and clawback<br>The Committee regularly reviews the Company’s approach to malus and clawback and market practice in this area, and our Global Standard<br>on Malus and Clawback sets out the trigger events and the time periods these provisions may apply to. As a condition of annual bonus and<br>PSP awards, the Committee seeks active acceptance of the malus and clawback terms applicable each year before any payment or grant<br>is made to an individual. This allows the Committee to:<br>• Reduce the amount of bonus or PSP payable, or clawback some or all of any award in the circumstances and periods as set out within<br>our Global Standard on Malus and Clawback.<br>• Cancel bonus eligibility.<br>• Prevent vesting of the PSP and/or DBP awards by holding the shares in AstraZeneca’s LTI nominee platform to prevent transactions.<br>The triggers whereby the Committee has the discretion to apply malus and/or clawback include:<br>• Serious misconduct;<br>• Material misstatement or restatement of the audited results of the Group; or<br>• AstraZeneca suffering:<br>– significant reputational damage;<br>– a material adverse effect on its financial position; or<br>– a material adverse effect on its business opportunities and prospects for sustained performance or profitability.<br>The Committee selected the malus and clawback periods to run for two years from a particular date, typically the date of payment, grant,<br>or vesting as appropriate considering the arrangement under which the remuneration was due and the type of eligible employees<br>participating in that arrangement. The Committee confirms that malus and clawback provisions were not exercised during the year.<br>Shareholder voting at the AGM<br>At the Company’s AGM on 11 April 2025, shareholders voted in favour of a resolution to approve the Annual Statement of the Chair of the<br>Remuneration Committee and the Annual Report on Remuneration for the year ended 31 December 2024. The Directors’ Remuneration<br>Policy was approved by shareholders at the Company’s AGM on 11 April 2024. The Policy can be found on the Company’s website,<br>www.astrazeneca.com/annualreport2025.<br>Resolution Votes for % for Votes against % against Total votes cast<br>% of issued<br>share<br>capital voted<br>Withheld<br>votes<br>Ordinary Resolution to approve the Annual Statement<br>of the Chair of the Remuneration Committee and the<br>Annual Report on Remuneration for the year ended<br>31 December 2024 (2025 AGM)<br>1,152,784,239 96.4 43,097,131 3.6 1,195,881,370 77.12 2,041,421<br>Ordinary Resolution to approve the Directors’ Remuneration<br>Policy (2024 AGM)<br>761,702,826 64.43 420,514,520 35.57 1,182,217,346 76.26 34,645,873<br>Directors’ service contracts and letters of appointment<br>The notice periods and unexpired terms of Executive Directors’ service contracts at 31 December 2025 are shown in the table below.<br>Executive Director Effective date of service contract Notice period<br>Pascal Soriot 15 December 2016 12 months<br>Aradhana Sarin 1 August 2021 12 months<br>None of the Non-Executive Directors have a service contract but each has a letter of appointment. In accordance with the Company’s<br>Articles of Association, following their appointment, all Directors must retire at each AGM and may present themselves for re-election. All of<br>the Non-Executive Directors, including the Chair of the Board, may terminate their appointment at any time, on three months’ notice. None<br>of the Non-Executive Directors has any provision in their letters of appointment giving them a right to compensation upon early termination<br>of appointment.<br>Basis of preparation of this Directors’ Remuneration Report<br>This Directors’ Remuneration Report has been prepared in accordance with the Large and Medium-sized Companies and Groups (Accounts<br>and Reports) (Amendment) Regulations 2013 (as amended) (the 2013 Regulations). A resolution to receive and approve the Directors’<br>Remuneration Report will be proposed at the AGM on 9 April 2026.<br>On behalf of the Board<br>M S Bowden<br>Company Secretary<br>10 February 2026<br>AstraZeneca Annual Report & Form 20-F Information 2025 113<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Remuneration Report
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Financial<br> Statements<br>Contents<br>Preparation of the Financial Statements<br>and Directors’ Responsibilities 115<br>Directors’ Annual Report on Internal<br>Controls over Financial Reporting 115<br>Independent Auditors’ Report 116<br>Consolidated Statements 125<br>Group Accounting Policies 129<br>Notes to the Group Financial Statements 137<br>Group Subsidiaries and Holdings 192<br>Company Statements 197<br>Company Accounting Policies 199<br>Notes to the Company Financial Statements 201<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements AstraZeneca Annual Report & Form 20-F Information 2025 114
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• Select suitable accounting policies<br>and then apply them consistently.<br>• Make judgements and estimates<br>that are reasonable and prudent.<br>• For the Group Financial Statements,<br>state whether they have been prepared<br>in accordance with UK-adopted<br>international accounting standards.<br>• For the Parent Company Financial<br>Statements, state whether FRS 101 has<br>been followed, subject to any material<br>departures disclosed and explained in<br>the Parent Company Financial Statements.<br>• Prepare the Financial Statements on<br>a going concern basis unless it is<br>inappropriate to presume that the<br>Group and the Parent Company will<br>continue in business.<br>The Directors are responsible for keeping<br>adequate accounting records that are<br>sufficient to show and explain the Parent<br>Company’s transactions and disclose with<br>reasonable accuracy at any time the financial<br>position of the Parent Company. This enables<br>them to ensure that the Financial Statements<br>comply with the Companies Act 2006.<br>They have general responsibility for taking<br>such steps as are reasonably open to them<br>to safeguard the assets of the Group and<br>to prevent and detect fraud and other<br>irregularities.<br>Under applicable law and regulations, the<br>Directors are also responsible for preparing<br>a Directors’ Report, Strategic Report,<br>Directors’ Remuneration Report, Corporate<br>The following report is provided by the<br>Directors in connection with the Company’s<br>internal control over financial reporting:<br>• The Directors are responsible for<br>establishing and maintaining adequate<br>internal control over financial reporting.<br>Internal control over financial reporting is<br>designed to provide reasonable assurance<br>regarding the reliability of financial<br>reporting and the preparation of financial<br>statements for external purposes in<br>accordance with generally accepted<br>accounting principles.<br>• The Directors conducted an evaluation<br>of the effectiveness of internal control<br>over financial reporting based on the<br>Committee of Sponsoring Organizations<br>(COSO) 2013 framework.<br>The Directors are responsible for preparing<br>this Annual Report and Form 20-F Information<br>and the Group and Parent Company Financial<br>Statements in accordance with applicable<br>law and regulations.<br>Company law requires the Directors to prepare<br>Financial Statements for each financial year.<br>Under that law, the Directors have prepared<br>the Group Financial Statements in accordance<br>with UK-adopted international accounting<br>standards and with the requirements of the<br>Companies Act 2006, as applicable to<br>companies reporting under those standards<br>and Parent Company Financial Statements in<br>accordance with United Kingdom Generally<br>Accepted Accounting Practice (United<br>Kingdom Accounting Standards, comprising<br>FRS 101 ‘Reduced Disclosure Framework’,<br>and applicable law). In preparing the Group<br>Financial Statements, the Directors have<br>also elected to comply with IFRS Accounting<br>Standards as issued by the International<br>Accounting Standards Board (IASB) and<br>International Accounting Standards as<br>adopted by the European Union.<br>Under company law, the Directors must not<br>approve the Financial Statements unless<br>they are satisfied that they give a true and<br>fair view of the state of affairs of the Group<br>and Parent Company and of their profit or<br>loss for that period. In preparing each of<br>the Group and Parent Company Financial<br>Statements, the Directors are required to:<br>As a consequence of our US listing, we are<br>required to comply with certain US laws<br>and regulations. Section 404 of the<br>Sarbanes-Oxley Act is applicable to<br>AstraZeneca as a foreign private issuer and<br>requires us to annually assess and make<br>public statements about the effectiveness<br>of our internal control over financial reporting.<br>Due to its inherent limitations, internal control<br>over financial reporting may not prevent<br>or detect misstatements. Projections of any<br>evaluation of effectiveness to future periods<br>are subject to the risk that controls may<br>become inadequate because of changes<br>in conditions, or that the degree of compliance<br>with the policies or procedures may deteriorate.<br>Governance Report and Audit Committee<br>Report that comply with that law and those<br>regulations.<br>The Directors are responsible for the<br>maintenance and integrity of the corporate<br>and financial information included on our<br>website. Legislation in the UK governing<br>the preparation and dissemination of<br>Financial Statements may differ from<br>legislation in other jurisdictions.<br>Directors’ responsibility statement<br>pursuant to DTR 4<br>The Directors confirm that to the best<br>of our knowledge:<br>• The Financial Statements, prepared<br>in accordance with the applicable set<br>of accounting standards, give a true and<br>fair view of the assets, liabilities, financial<br>position and profit or loss of the Company<br>and the undertakings included in the<br>consolidation taken as a whole.<br>• The Directors’ Report includes a fair review<br>of the development and performance<br>of the business and the position of the<br>Company and the undertakings included<br>in the consolidation taken as a whole,<br>together with a description of the principal<br>risks and uncertainties that they face.<br>On behalf of the Board of Directors<br>on 10 February 2026.<br>Pascal Soriot<br>Director<br>• The Directors concluded that our internal<br>control over financial reporting was<br>effective as at 31 December 2025.<br>• PricewaterhouseCoopers LLP, the<br>independent registered public accounting<br>firm that audited our financial statements<br>as at 31 December 2025, has audited<br>the effectiveness of internal control over<br>financial reporting as at 31 December<br>2025 and has issued an unqualified<br>report thereon.<br>• During the period covered by this<br>Annual Report, there were no changes<br>in internal control over financial reporting<br>that have materially affected or are<br>reasonably likely to materially affect<br>the effectiveness of our internal control<br>over financial reporting.<br>AstraZeneca Annual Report & Form 20-F Information 2025 115<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements<br>Preparation of the Financial Statements and Directors’ Responsibilities<br>Directors’ Annual Report on Internal Controls over Financial Reporting
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Separate opinion in relation to IFRS<br>Accounting Standards as issued<br>by the IASB<br>As explained in the Group Accounting<br>Policies to the financial statements, the<br>Group, in addition to applying UK-adopted<br>international accounting standards, has also<br>applied IFRS Accounting Standards as<br>issued by the International Accounting<br>Standards Board (“IASB”).<br>In our opinion, the Group financial<br>statements have been properly prepared<br>in accordance with IFRS Accounting<br>Standards as issued by the IASB.<br>Basis for opinion<br>We conducted our audit in accordance<br>with International Standards on Auditing<br>(UK) (“ISAs (UK)”) and applicable law.<br>Our responsibilities under ISAs (UK)<br>are further described in the Auditors’<br>responsibilities for the audit of the financial<br>statements section of our report. We believe<br>that the audit evidence we have obtained<br>is sufficient and appropriate to provide<br>a basis for our opinion.<br>Independence<br>We remained independent of the Group in<br>accordance with the ethical requirements<br>that are relevant to our audit of the financial<br>statements in the UK, which includes the<br>FRC’s Ethical Standard, as applicable to<br>listed public interest entities, and we have<br>fulfilled our other ethical responsibilities in<br>accordance with these requirements.<br>To the best of our knowledge and belief, we<br>declare that non-audit services prohibited by<br>the FRC’s Ethical Standard were not provided.<br>Other than those disclosed in Note 31, we<br>have provided no non-audit services to the<br>Company or its controlled undertakings in<br>the period under audit.<br>Our audit approach<br>Overview<br>Audit scope<br>• Our audit included full scope audit, audit<br>of specific significant line item(s) or<br>specified procedures at each of the<br>Group’s 22 in-scope components.<br>• Taken together, the components at which<br>audit work was performed accounted for<br>71% of the Group’s revenue. Our scoping<br>provided sufficient coverage over each<br>significant financial statement line item<br>(“FSLI”) of the Group financial statements<br>and provided us with the evidence we<br>needed for our opinion on the Group<br>financial statements taken as a whole.<br>Report on the audit of the<br>financial statements<br>Opinion<br>In our opinion:<br>• AstraZeneca PLC’s Group financial<br>statements and Company financial<br>statements (the “financial statements”)<br>give a true and fair view of the state of the<br>Group’s and of the Company’s affairs as<br>at 31 December 2025 and of the Group’s<br>profit and the Group’s cash flows for the<br>year then ended;<br>• the Group financial statements have been<br>properly prepared in accordance with<br>UK-adopted international accounting<br>standards as applied in accordance with<br>the provisions of the Companies Act 2006;<br>• the Company financial statements have<br>been properly prepared in accordance<br>with United Kingdom Generally Accepted<br>Accounting Practice (United Kingdom<br>Accounting Standards, including FRS 101<br>“Reduced Disclosure Framework”, and<br>applicable law); and<br>• the financial statements have been<br>prepared in accordance with the<br>requirements of the Companies Act 2006.<br>We have audited the financial statements,<br>included within the Annual Report and Form<br>20-F Information 2025 (the “Annual Report”),<br>which comprise: the Consolidated Statement<br>of Financial Position and the Company<br>Balance Sheet as at 31 December 2025; the<br>Consolidated Statement of Comprehensive<br>Income, the Consolidated Statement of Cash<br>Flows, and the Consolidated and Company<br>Statements of Changes in Equity for the year<br>then ended; the Group and Company<br>Accounting Policies; and the Notes to the<br>Group and Company Financial Statements.<br>Our opinion is consistent with our reporting<br>to the Audit Committee.<br>Separate opinion in relation to International<br>Accounting Standards as adopted by the<br>European Union<br>As explained in the Group Accounting<br>Policies to the financial statements, the<br>Group, in addition to applying UK-adopted<br>international accounting standards, has also<br>applied International Accounting Standards<br>as adopted by the European Union.<br>In our opinion, the Group financial statements<br>have been properly prepared in accordance<br>with International Accounting Standards as<br>adopted by the European Union.<br>Key audit matters<br>• Recognition and measurement of accruals<br>for Managed Care, Medicaid and<br>Medicare Part D rebates on US Product<br>Sales (excluding Rare Diseases) (Group)<br>• Impairment assessment of the product,<br>marketing and distribution rights and<br>other intangibles (Group)<br>• Recognition and measurement of legal<br>provisions and disclosure of contingent<br>liabilities (Group)<br>• Valuation of defined benefit obligations<br>in the United Kingdom (“UK”) (Group)<br>• Distributable reserves (Company)<br>Materiality<br>• Overall Group materiality: $620m (2024:<br>$500m) based on approximately 5%<br>of profit before tax after adding back<br>intangible asset impairment charges<br>(Note 11), fair value movements and<br>discount unwind on contingent<br>consideration (Note 20) and the discount<br>unwind on certain other payables arising<br>from intangible asset acquisitions (Note 4).<br>• Overall Company materiality: $200m<br>(2024: $155m) based on 0.4% of net<br>assets as constrained by the allocation<br>of overall Group materiality.<br>• Performance materiality: $465m<br>(2024: $375m) (Group) and $150m<br>(2024: $116.25m) (Company).<br>The scope of our audit<br>As part of designing our audit, we determined<br>materiality and assessed the risks of material<br>misstatement in the financial statements.<br>Key audit matters<br>Key audit matters are those matters that, in<br>the auditors’ professional judgement, were<br>of most significance in the audit of the<br>financial statements of the current period<br>and include the most significant assessed<br>risks of material misstatement (whether or<br>not due to fraud) identified by the auditors,<br>including those which had the greatest effect<br>on: the overall audit strategy; the allocation<br>of resources in the audit; and directing the<br>efforts of the engagement team. These<br>matters, and any comments we make on<br>the results of our procedures thereon, were<br>addressed in the context of our audit of the<br>financial statements as a whole, and in<br>forming our opinion thereon, and we do not<br>provide a separate opinion on these matters.<br>This is not a complete list of all risks<br>identified by our audit.<br>Recognition, measurement and disclosure<br>of tax liabilities for uncertain tax treatments,<br>which was a key audit matter last year, is no<br>longer included because of reduced risk<br>following settlements with tax authorities<br>during the year. Otherwise, the key audit<br>matters below are consistent with last year.<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement<br>AstraZeneca Annual Report & Form 20-F Information 2025 116<br>Additional Information<br>Financial Statements<br>Independent auditors’ report to the members of AstraZeneca PLC
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Recognition and measurement of accruals for Managed Care, Medicaid and Medicare Part D rebates on US Product Sales<br>(excluding Rare Diseases) (Group)<br>Impacted FSLIs 2025 2024<br>US Rebates, chargebacks, returns and other revenue accruals liability (excluding Rare Diseases) (which principally<br>consists of rebates related to Managed Care, Medicaid and Medicare Part D)<br>$5,605m $4,738m<br>In the US the Group recognises revenue on Product Sales under various<br>commercial and government mandated contracts and reimbursement<br>arrangements that include rebates, of which the most significant are<br>Managed Care, Medicaid and Medicare Part D relating to US Product Sales.<br>Rebates provided to customers under these arrangements are accounted for<br>as variable consideration and recognised as a reduction to revenue, for which<br>unsettled amounts are accrued. At the time Product Sales are invoiced, rebates<br>and deductions that the Group expects to pay, are estimated. There is<br>significant management estimation in determining the accruals in the US.<br>Assumptions used to estimate the rebates are monitored and adjusted regularly<br>in light of contractual and legal obligations, historical trends, past experience<br>and projected market conditions.<br>Discussions with the Audit Committee How our audit addressed the Key Audit Matter<br>Our discussions with and reporting to the Audit Committee included:<br>• Our approach to the audit of rebates including details of planned<br>substantive procedures and the extent of our controls reliance;<br>• For the recorded accruals, whether the Group’s estimate is comparable<br>to our independently developed estimates; and<br>• Our views of management’s assessment over the accuracy of the accruals.<br>Relevant references in the Annual Report<br>Refer to the Audit Committee Report, Group Accounting Policies and Notes 2<br>and 20 in the Group financial statements.<br>We evaluated the design and tested the operating effectiveness of controls<br>relating to the recognition and measurement of the accruals for the Managed<br>Care, Medicaid and Medicare Part D, including controls over significant<br>assumptions. We determined that we could rely on these controls for the<br>purposes of our audit. We:<br>i) tested completeness and accuracy of data provided by management;<br>ii) developed an independent estimate of the Managed Care, Medicaid and<br>Medicare Part D accruals using the terms of the specific rebate programmes<br>and/or contracts with customers; historical revenue data; market demand<br>and market conditions in the US; third party information on inventory held<br>by direct and indirect customers; and the historical trend of actual rebate<br>claims paid;<br>iii) compared our independent estimates to the accruals recorded<br>by management;<br>iv) evaluated the effect of any adjustments to prior years’ accruals in the<br>current year’s results;<br>v) tested actual payments made and rebate claims processed by the Group,<br>and evaluated those claims for consistency with the contractual and<br>mandated terms of the Group’s arrangements; and<br>vi) used professionals with specialised skill and knowledge to assist<br>in assessing the compliance of the Group’s Medicaid rebate policies<br>against the regulatory requirements.<br>We evaluated the appropriateness of the disclosures in Notes 2 and 20<br>of the Group financial statements.<br>AstraZeneca Annual Report & Form 20-F Information 2025 117<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Independent auditors’ report to the members of AstraZeneca PLC
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Impairment assessment of the product, marketing and distribution rights and other intangibles (Group)<br>Impacted FSLIs 2025 2024<br>Product, marketing and distribution rights and other intangibles (hereafter referred to as the intangible assets) $36,752m $36,505m<br>Net impairment charges $230m $1,572m<br>The recoverability of the carrying value of cash generating units (to which<br>the intangible assets belong) depends on future cash flows and/or the<br>outcome of research and development (“R&D”) activities including decisions<br>by the Group to terminate development. The determination of the<br>recoverable amounts include significant estimates, which are highly sensitive<br>and depend upon key assumptions including the outcome of R&D activities,<br>probability of technical and regulatory success, market volume, share and<br>pricing (to derive peak year sales), the amount and timing of projected future<br>cash flows and sales erosion curves following patent expiry. Changes in<br>these assumptions could have an impact on the recoverable amount of the<br>Group’s intangible assets.<br>During 2025, $230m (2024: $1,572m) of net impairment charges were<br>recorded (of which $218m (2024: $1,569m) was recorded relating to<br>Product, marketing and distribution rights and $12m (2024: $3m) relating<br>to other intangibles).<br>Discussions with the Audit Committee How our audit addressed the Key Audit Matter<br>Our discussions with and reporting to the Audit Committee included:<br>• Our approach to audit the impairment assessment of the carrying value<br>of cash generating units (to which the intangible assets belong) including<br>details of planned substantive procedures and the extent of our controls<br>reliance;<br>• The methodologies and significant assumptions used to determine<br>the recoverable values of the intangible assets; and<br>• The evaluation of the reasonableness of the probability of technical<br>and regulatory success with the assistance of our professionals with<br>specialised skill and knowledge.<br>Relevant references in the Annual Report<br>Refer to the Audit Committee Report, Group Accounting Policies and Note 11 in<br>the Group financial statements.<br>We evaluated the design and tested the operating effectiveness of controls<br>relating to management’s intangible asset impairment assessment, controls<br>over the identification of triggering events and the valuation of the<br>recoverable amounts of the intangible assets, including controls over<br>the significant assumptions. We determined that we could rely on these<br>controls for the purposes of our audit.<br>For those intangible assets in the scope of our audit we: i) tested<br>management’s process for identifying indicators of impairment and<br>the process for developing the recoverable amounts; ii) evaluated the<br>appropriateness of the methodology used by management to estimate<br>the recoverable amounts; iii) tested the completeness and accuracy of<br>the underlying data used in the models; and iv) evaluated the significant<br>assumptions used by management related to the probability of technical<br>and regulatory success, with the assistance of professionals with<br>specialised skill and knowledge; market volume, share and pricing (to<br>derive peak year sales); and sales erosion curves following patent expiry.<br>In evaluating management’s significant assumptions we: i) compared<br>significant assumptions to external market and industry data, and<br>benchmarks; ii) performed comparisons of current and past long term<br>forecasts; and iii) performed comparisons of management’s probability<br>of technical and regulatory success benchmarks to actual trial and<br>regulatory success rates for the past three years.<br>We evaluated the appropriateness of the disclosures in Note 11 of the<br>Group financial statements.<br>AstraZeneca Annual Report & Form 20-F Information 2025 118<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements<br>Independent auditors’ report to the members of AstraZeneca PLC continued
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Recognition and measurement of legal provisions and disclosure of contingent liabilities (Group)<br>Impacted FSLIs 2025 2024<br>Provisions in respect of legal claims and settlements (together, legal provisions) $376m $859m<br>Financial statements disclosure: Contingent liabilities disclosure in respect of legal proceedings Note 30 Note 30<br>The Group is involved in various legal proceedings considered typical to its<br>business, including actual or threatened litigation and actual or potential<br>government investigations relating to employment matters, product liability,<br>commercial disputes, pricing, sales and marketing practices, infringement<br>of IP rights and the validity of certain patents and competition laws.<br>Most of the claims involve highly complex issues. Provisions are recognised<br>when there is a legal or constructive present obligation as a result of a past<br>event, it is probable that an outflow of economic resources will be required<br>to settle the obligation and a reasonable estimate can be made of the<br>amount of the obligation. Management’s assessment as to whether or not<br>to recognise provisions or assets, and of the amounts concerned, usually<br>involves a series of complex judgements about future events and can<br>rely heavily on estimates and assumptions. Determining the timing<br>of recognition of when an adverse outcome is probable is considered<br>a key judgement.<br>Discussions with the Audit Committee How our audit addressed the Key Audit Matter<br>Our discussions with and reporting to the Audit Committee included:<br>• Our approach to audit the assessment of the ongoing litigations and<br>claims including details of planned substantive procedures and the<br>extent of our controls reliance;<br>• The assessment of management’s judgement in the outcome<br>of the Group’s legal matters;<br>• Consideration of any potential impacts on the financial statements<br>in respect of the China personal information infringement, illegal trade<br>and medical insurance fraud matters, as disclosed in Note 30; and<br>• Our conclusions on the appropriateness of the in-year movements<br>in the legal provisions.<br>Relevant references in the Annual Report<br>Refer to the Audit Committee Report, Group Accounting Policies, Notes 21 and<br>30 in the Group financial statements.<br>We evaluated the design and tested the operating effectiveness of controls<br>relating to management’s evaluation of the liability of legal claims, including<br>controls over determining the probability of a loss and whether the amount<br>of loss can be reasonably estimated, and related financial statement<br>disclosures. We determined that we could rely on these controls for the<br>purposes of our audit.<br>We obtained and evaluated letters of audit enquiry with the Group’s internal<br>and external legal counsel for significant litigation. We tested the<br>completeness of management’s assessment of both the identification of<br>legal proceedings and possible outcomes of each significant legal matter.<br>We evaluated the reasonableness of management’s assessment regarding<br>whether an adverse outcome is probable and estimated reliably. We<br>inspected certain external legal documents. We evaluated the Group’s<br>legal provisions within Note 21 and management’s judgement regarding<br>the proceedings set out as contingent liabilities within Note 30. Where<br>appropriate, we considered the scope, preliminary findings and conclusions<br>of investigations with the assistance of professionals with specialised skill<br>and knowledge.<br>We evaluated the appropriateness of the disclosures in Notes 21 and 30<br>of the Group financial statements.<br>AstraZeneca Annual Report & Form 20-F Information 2025 119<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Independent auditors’ report to the members of AstraZeneca PLC
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Valuation of defined benefit obligations in the United Kingdom (“UK”) (Group)<br>Impacted FSLIs 2025 2024<br>Defined benefit obligations in the UK $4,767m $4,592m<br>The Group’s most significant scheme is in the UK. The valuation of pension<br>plan obligations requires significant estimation in determining appropriate<br>assumptions such as the mortality, discount, and inflation rates.<br>Movements in these assumptions can have a material impact on the<br>determination of the defined benefit obligations. Management engaged with<br>qualified independent actuaries to assist in determining these assumptions.<br>Discussions with the Audit Committee How our audit addressed the Key Audit Matter<br>Our discussions with and reporting to the Audit Committee included:<br>• Our approach to the audit of the valuation of the defined benefit<br>obligations in the UK including details of planned substantive<br>procedures and the extent of our controls reliance; and<br>• For the significant assumptions used by management, whether and<br>where the Group’s assumptions lay within our reasonable range.<br>Relevant references in the Annual Report<br>Refer to the Audit Committee Report, Group Accounting Policies and Note 22<br>in the Group financial statements.<br>We evaluated the design and tested the operating effectiveness of controls<br>relating to the valuation of the defined benefit obligations, including controls<br>over the significant assumptions. We determined that we could rely on<br>these controls for the purposes of our audit.<br>We tested completeness and accuracy of the data provided by<br>management. We involved professionals with specialised skill and<br>knowledge to assist in evaluating the reasonableness of management’s<br>estimate by i) developing an independent estimate of the defined benefit<br>obligations for the UK; and ii) comparing the independent estimate to<br>management’s estimate. Developing the independent estimate involved<br>independently determining mortality, inflation and discount rate<br>assumptions by evaluating the specifics of the plan and, where applicable,<br>considering national information, and consistency with external market<br>and industry data.<br>We evaluated the appropriateness of the disclosures in Note 22 of the<br>Group financial statements.<br>Distributable reserves (Company)<br>Impacted FSLIs 2025 2024<br>The Company’s Profit and loss account $14,461m $13,495m<br>The directors review and disclose the level of distributable reserves of the<br>Company annually and aim to maintain distributable reserves that provide<br>adequate cover for dividend payments. At 31 December 2025, all of the<br>Profit and loss account reserve of $14,461m (31 December 2024: the<br>overwhelming majority of $13,495m) was available for distribution, subject<br>to filing the Company financial statements with Companies House.<br>There is judgement when determining the profits available for distribution<br>by reference to guidance on realised and distributable profits in accordance<br>with Companies Act 2006 issued by the Institute of Chartered Accountants<br>in England and Wales and the Institute of Chartered Accountants of<br>Scotland in April 2017. The profits of the Company have been received<br>in the form of receivables due from subsidiaries. The availability of<br>distributable reserves in the Company is dependent on those receivables<br>meeting the definition of qualifying consideration within the guidance,<br>and in particular on the ability of subsidiaries to settle those receivables<br>within a reasonable period of time.<br>Discussions with the Audit Committee How our audit addressed the Key Audit Matter<br>Our discussions with and reporting to the Audit Committee included:<br>• Our approach to audit the assessment of the distributable reserves in the<br>Company including involvement of our professionals with specialised skill<br>and knowledge; and<br>• Evaluation of the appropriateness of management’s judgements with the<br>assistance of our professionals with specialised skill and knowledge.<br>Relevant references in the Annual Report<br>Refer to the Company Statement of Changes in Equity in the Company financial<br>statements.<br>We obtained and audited the analysis of distributable reserves, which<br>included testing the completeness and accuracy of the underlying data<br>used in the distributable reserve determination.<br>We involved our professionals with specialised skill and knowledge to<br>assess whether judgements made by management were appropriate<br>and the analysis was aligned with the relevant technical guidance on<br>the determination of realised profits under the Companies Act 2006. In<br>determining whether the Profit and loss account reserve is distributable<br>we evaluated whether there is qualifying consideration in a form of<br>receivables due from subsidiaries, and in particular on the ability of<br>subsidiaries to settle those receivables within a reasonable period of time.<br>We evaluated the appropriateness of the disclosure related to the<br>profits available for distribution within the Company Statement of<br>Changes in Equity.<br>AstraZeneca Annual Report & Form 20-F Information 2025 120<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements<br>Independent auditors’ report to the members of AstraZeneca PLC continued
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As part of our cycle of in person oversight<br>we visited China and the US (covering both<br>components in each country). In addition,<br>we were in regular contact with our UK<br>component team in Cambridge. We also<br>visited the SSCs in Poland and India. In<br>addition to these on-site visits, regular virtual<br>meetings with the component auditors were<br>held, whereby we performed reviews of<br>the component auditors’ planned response<br>to significant risks and reviewed the<br>component auditors' working papers.<br>Alongside our team oversight we attended<br>meetings with local management.<br>The impact of climate risk on our audit<br>In planning and executing our audit, we<br>considered the potential impact of climate<br>change on the Group’s business and the<br>financial statements. The Group has set out<br>its intention – as part of the Ambition Zero<br>Carbon programme – to achieve net zero<br>greenhouse gas emissions by maximising<br>energy efficiency, shifting to renewable<br>energy sources and investing in nature-based removals to compensate for any<br>residual GHG footprint.<br>As a part of our audit we made enquiries<br>of management to understand the extent<br>of the potential impact of the physical and<br>transitional climate change risk on the<br>financial statements. We also discussed the<br>climate change initiatives and commitments<br>from Ambition Zero Carbon and other<br>initiatives to reduce CO2 emissions, and<br>the impact these have on the Group<br>including on future cash flow forecasts.<br>Management considers that the impact<br>of climate change does not give rise to<br>a material financial statement impact.<br>We evaluated management’s risk<br>assessment and understood the Group’s<br>governance processes including the<br>Sustainability Committee. We performed<br>an audit risk assessment of how the impact<br>of the Group’s commitments in respect of<br>How we tailored the audit scope<br>We tailored the scope of our audit to ensure<br>that we performed enough work to be able<br>to give an opinion on the financial statements<br>as a whole, taking into account the structure<br>of the Group and the Company, the<br>accounting processes and controls, and<br>the industry in which they operate.<br>The Group operates in over 100 countries<br>and the size of operations within each<br>territory varies. We identify a component<br>by defining each distinct legal or reporting<br>entity and each Shared Service Centre<br>("SSC") as a component. Each component<br>subsequently reports to the Group through<br>an integrated consolidation system.<br>In selecting the components that are in<br>scope each year and establishing the overall<br>approach to the Group audit, we determined<br>the type of work that needed to be<br>performed by us, as the Group engagement<br>team, or component auditors within PwC<br>UK and other PwC network firms operating<br>under our instruction, to ensure that we had<br>sufficient coverage from our audit work over<br>each significant line of the Group financial<br>statements. Where the work was performed<br>by component auditors, we determined the<br>level of involvement we needed to have in<br>the audit work in these territories to be able<br>to conclude whether sufficient appropriate<br>audit evidence had been obtained as a basis<br>for our opinion on the Group financial<br>statements as a whole.<br>As a result of our risk assessment<br>procedures and the detailed scoping<br>exercise performed at the planning stage<br>of our audit, we identified 22 components<br>across 14 countries at which we determined<br>that we need to perform audit work. Taken<br>together, these components accounted for<br>71% of the Group’s revenue. The in-scope<br>components were audited by the Group<br>engagement team and 15 component teams.<br>• Out of the 22 components, we identified<br>four reporting components which required<br>a full scope audit of their complete<br>financial information, either due to their<br>size or risk characteristics. These<br>components are the principal operating<br>units in the US (one component) and<br>China (two components), as well as the<br>Company (over which we audited all<br>significant FSLIs using the Company<br>materiality).<br>• For nine out of the remaining 18<br>components, we performed audit<br>procedures on a specific line item or<br>line items within that component that<br>we considered had the potential for<br>the greatest impact on the significant<br>accounts in the financial statements<br>because of the size of these accounts.<br>The table opposite illustrates the work<br>covered in these nine components:<br>Note that, based on the structure of the Group,<br>work on some parts or the entirety of some<br>of these line items was performed centrally,<br>including by our SSC component teams.<br>• SSC components represented five out<br>of the remaining nine components and<br>were located in Poland, Malaysia, India,<br>Costa Rica and Romania. Our teams<br>auditing the SSC components performed<br>audit procedures over certain controls<br>and transactions.<br>• Two out of the remaining four<br>components, which represent US tax<br>reporting entities, were scoped in for<br>taxation line items in the financial<br>statements because of the size or risk.<br>• The final two components are treasury<br>components for which we centrally<br>audited specific FSLIs.<br>• Additionally, for non-full scope<br>components which were not considered<br>inconsequential components, we<br>performed targeted risk assessments<br>procedures.<br>• Audit procedures were performed<br>centrally at the Group level in relation<br>to various balances and activities<br>accounted for and managed centrally<br>including: goodwill, intangible assets<br>(excluding software), financial<br>instruments, taxation, other investments<br>and litigation matters as well as the<br>consolidation.<br>In March 2025, we held a meeting with the<br>partners and senior staff from the key PwC<br>member firms involved in the audit. At this<br>meeting we considered developments<br>specific to the Group, key audit matters and<br>discussed our approach to the Group audit<br>including the work performed at shared<br>service centre locations. We heard from<br>key members of management and the<br>Chair of the Audit Committee.<br>FSLI Locations in specific scope<br>Revenue UK, Sweden, US, Japan, Germany, Spain,<br>China and Canada<br>Cost of sales UK, Sweden, US and Ireland<br>Research and development expense UK, Sweden and US<br>Selling, general and administrative expense UK, Sweden, US and Ireland<br>Taxation Sweden and US<br>Property, plant and equipment UK, Sweden and Ireland<br>Non-current other receivables UK<br>Inventories UK, Sweden and Ireland<br>Trade and other receivables UK, Sweden and US<br>Trade and other payables UK and Sweden<br>Retirement benefit obligations UK and Sweden<br>Non-current other payables UK and Sweden<br>Financial Statements	Independent auditors’ report to the members of AstraZeneca PLC AstraZeneca Annual Report & Form 20-F Information 2025 121<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information
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climate change including Ambition Zero<br>Carbon may affect the financial statements<br>and our audit.<br>We challenged the extent to which climate<br>change considerations including the<br>expected cash flows from the initiatives<br>and commitments had been reflected,<br>where appropriate, in management’s<br>impairment assessment process, going<br>concern assessment and viability<br>assessment.<br>We found that climate change impacts are<br>included within management’s forecasts<br>although the initiatives and commitments<br>did not have a material impact including<br>on our key audit matters. We assessed the<br>consistency of other information disclosed<br>in the Annual Report with the financial<br>statements, and with our knowledge<br>obtained from the audit.<br>Materiality<br>The scope of our audit was influenced by<br>our application of materiality. We set certain<br>quantitative thresholds for materiality.<br>These, together with qualitative<br>considerations, helped us to determine the<br>scope of our audit and the nature, timing<br>and extent of our audit procedures on the<br>individual FSLIs and disclosures and in<br>evaluating the effect of misstatements,<br>both individually and in aggregate on the<br>financial statements as a whole.<br>Based on our professional judgement,<br>we determined materiality for the financial<br>statements as a whole as follows:<br>Financial statements – Group Financial statements – Company<br>Overall materiality $620m (2024: $500m). $200m (2024: $155m).<br>How we determined it Approximately 5% of profit before tax after adding back intangible asset<br>impairment charges (Note 11), fair value movements and discount unwind on<br>contingent consideration (Note 20), and the discount unwind on certain other<br>payables arising from intangible asset acquisitions (Note 4).<br>0.4% of net assets as constrained by the allocation<br>of overall Group materiality.<br>Rationale for<br>benchmark applied<br>The reported profit of the Group can fluctuate due to intangible asset<br>impairment charges, fair value and discount unwind movements on contingent<br>consideration, and the discount unwind on certain other payables arising from<br>intangible asset acquisitions. These amounts are prone to year on year volatility<br>and are not necessarily reflective of the operating performance of the Group<br>and as such they have been excluded from the benchmark amount. Our<br>approach is consistent with the prior year.<br>We have considered the nature of the business<br>of AstraZeneca PLC (being a holding company<br>for investment activities) and have determined<br>that net assets are an appropriate basis for the<br>calculation of the overall materiality level.<br>For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range<br>of materiality allocated across components was between $62m and $450m.<br>Company’s ability to continue as a going<br>concern for a period of at least twelve<br>months from when the financial statements<br>are authorised for issue.<br>In auditing the financial statements, we<br>have concluded that the directors’ use of<br>the going concern basis of accounting in<br>the preparation of the financial statements<br>is appropriate.<br>However, because not all future events or<br>conditions can be predicted, this conclusion<br>is not a guarantee as to the Group’s and the<br>Company’s ability to continue as a going<br>concern.<br>In relation to the directors’ reporting on<br>how they have applied the UK Corporate<br>Governance Code (the “Code”), we have<br>nothing material to add or draw attention to<br>in relation to the directors’ statement in the<br>financial statements about whether the<br>directors considered it appropriate to adopt<br>the going concern basis of accounting.<br>Our responsibilities and the responsibilities<br>of the directors with respect to going<br>concern are described in the relevant<br>sections of this report.<br>Conclusions relating to going concern<br>Our evaluation of the directors’ assessment<br>of the Group’s and the Company’s ability to<br>continue to adopt the going concern basis<br>of accounting included:<br>• Agreeing the underlying cash flow<br>projections to Board approved Group-level budgets and forecasts, assessing<br>how these forecasts are compiled,<br>and assessing the accuracy of<br>management’s forecasts;<br>• Evaluating the key assumptions within<br>management’s forecasts and ensuring<br>that such assumptions are consistent with<br>those modelled in relation to impairments;<br>• Considering liquidity and available<br>financial resources;<br>• Assessing whether the stress testing<br>performed by management appropriately<br>considered the principal risks facing the<br>business; and<br>• Evaluating the feasibility of management’s<br>mitigating actions in the stress testing<br>scenarios and performing our own<br>sensitivities.<br>Based on the work we have performed,<br>we have not identified any material<br>uncertainties relating to events or conditions<br>that, individually or collectively, may cast<br>significant doubt on the Group’s and the<br>We use performance materiality to reduce<br>to an appropriately low level the probability<br>that the aggregate of uncorrected and<br>undetected misstatements exceeds overall<br>materiality. Specifically, we use performance<br>materiality in determining the scope of our<br>audit and the nature and extent of our testing<br>of account balances, classes of transactions<br>and disclosures, for example in determining<br>sample sizes. Our performance materiality<br>was 75% (2024: 75%) of overall materiality,<br>amounting to $465m (2024: $375m) for<br>the Group financial statements and $150m<br>(2024: $116.25m) for the Company<br>financial statements.<br>In determining the performance materiality,<br>we considered a number of factors – the<br>history of misstatements, risk assessment<br>and aggregation risk and the effectiveness<br>of controls – and concluded that an amount<br>at the upper end of our normal range was<br>appropriate.<br>We agreed with the Audit Committee that<br>we would report to them misstatements<br>identified during our audit above $62m<br>(Group audit) (2024: $50m) and $62m<br>(Company audit) (2024: $50m) as well as<br>misstatements below those amounts that,<br>in our view, warranted reporting for<br>qualitative reasons.<br>AstraZeneca Annual Report & Form 20-F Information 2025 122<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements<br>Independent auditors’ report to the members of AstraZeneca PLC continued
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Reporting on other information<br>The other information comprises all of the<br>information in the Annual Report other than<br>the financial statements and our auditors’<br>report thereon. The directors are responsible<br>for the other information. Our opinion on the<br>financial statements does not cover the other<br>information and, accordingly, we do not<br>express an audit opinion or, except to the<br>extent otherwise explicitly stated in this<br>report, any form of assurance thereon.<br>In connection with our audit of the financial<br>statements, our responsibility is to read the<br>other information and, in doing so, consider<br>whether the other information is materially<br>inconsistent with the financial statements<br>or our knowledge obtained in the audit,<br>or otherwise appears to be materially<br>misstated. If we identify an apparent material<br>inconsistency or material misstatement,<br>we are required to perform procedures to<br>conclude whether there is a material<br>misstatement of the financial statements<br>or a material misstatement of the other<br>information. If, based on the work we have<br>performed, we conclude that there is a<br>material misstatement of this other<br>information, we are required to report that<br>fact. We have nothing to report based on<br>these responsibilities.<br>With respect to the Strategic Report and<br>Directors’ Report, we also considered<br>whether the disclosures required by the UK<br>Companies Act 2006 have been included.<br>Based on our work undertaken in the course<br>of the audit, the Companies Act 2006<br>requires us also to report certain opinions<br>and matters as described below.<br>Strategic Report and Directors’ Report<br>In our opinion, based on the work<br>undertaken in the course of the audit, the<br>information given in the Strategic Report<br>and Directors’ Report for the year ended<br>31 December 2025 is consistent with the<br>financial statements and has been prepared<br>in accordance with applicable legal<br>requirements.<br>In light of the knowledge and understanding<br>of the Group and Company and their<br>environment obtained in the course of<br>the audit, we did not identify any material<br>misstatements in the Strategic Report and<br>Directors’ Report.<br>Directors’ Remuneration<br>In our opinion, the part of the Directors’<br>Remuneration Report to be audited has<br>been properly prepared in accordance<br>with the Companies Act 2006.<br>Corporate governance statement<br>The UK Listing Rules require us to review<br>the directors’ statements in relation to going<br>concern, longer-term viability and that part of<br>the corporate governance statement relating to<br>the Company’s compliance with the provisions<br>of the Code specified for our review. Our<br>additional responsibilities with respect to the<br>corporate governance statement as other<br>information are described in the Reporting<br>on other information section of this report.<br>Based on the work undertaken as part of our<br>audit, we have concluded that each of the<br>following elements of the corporate<br>governance statement, included within the<br>Corporate Governance Overview, Corporate<br>Governance Report, Nomination and<br>Governance Committee Report, Science<br>Committee Report, Sustainability Committee<br>Report and Audit Committee Report is<br>materially consistent with the financial<br>statements and our knowledge obtained<br>during the audit, and we have nothing material<br>to add or draw attention to in relation to:<br>• The directors’ confirmation that they<br>have carried out a robust assessment of<br>the emerging and principal risks;<br>• The disclosures in the Annual Report<br>that describe those principal risks, what<br>procedures are in place to identify<br>emerging risks and an explanation of how<br>these are being managed or mitigated;<br>• The directors’ statement in the financial<br>statements about whether they considered<br>it appropriate to adopt the going concern<br>basis of accounting in preparing them,<br>and their identification of any material<br>uncertainties to the Group’s and<br>Company’s ability to continue to do so over<br>a period of at least twelve months from the<br>date of approval of the financial statements;<br>• The directors’ explanation as to their<br>assessment of the Group’s and<br>Company’s prospects, the period this<br>assessment covers and why the period<br>is appropriate; and<br>• The directors’ statement as to whether<br>they have a reasonable expectation that<br>the Company will be able to continue in<br>operation and meet its liabilities as they fall<br>due over the period of its assessment,<br>including any related disclosures drawing<br>attention to any necessary qualifications<br>or assumptions.<br>Our review of the directors’ statement<br>regarding the longer-term viability of the<br>Group and Company was substantially less<br>in scope than an audit and only consisted<br>of making inquiries and considering the<br>directors’ process supporting their<br>statement; checking that the statement is<br>in alignment with the relevant provisions of<br>the Code; and considering whether the<br>statement is consistent with the financial<br>statements and our knowledge and<br>understanding of the Group and Company<br>and their environment obtained in the<br>course of the audit.<br>In addition, based on the work undertaken<br>as part of our audit, we have concluded that<br>each of the following elements of the<br>corporate governance statement is materially<br>consistent with the financial statements and<br>our knowledge obtained during the audit:<br>• The directors’ statement that they<br>consider the Annual Report, taken<br>as a whole, is fair, balanced and<br>understandable, and provides the<br>information necessary for the members<br>to assess the Group’s and Company’s<br>position, performance, business model<br>and strategy;<br>• The section of the Annual Report that<br>describes the review of effectiveness<br>of risk management and internal control<br>systems; and<br>• The section of the Annual Report<br>describing the work of the Audit<br>Committee.<br>We have nothing to report in respect of our<br>responsibility to report when the directors’<br>statement relating to the Company’s<br>compliance with the Code does not properly<br>disclose a departure from a relevant<br>provision of the Code specified under the<br>UK Listing Rules for review by the auditors.<br>Responsibilities for the financial<br>statements and the audit<br>Responsibilities of the directors for<br>the financial statements<br>As explained more fully in the Preparation<br>of the Financial Statements and Directors’<br>Responsibilities, the directors are<br>responsible for the preparation of the<br>financial statements in accordance with the<br>applicable framework and for being satisfied<br>that they give a true and fair view. The<br>directors are also responsible for such<br>internal control as they determine is<br>necessary to enable the preparation of<br>financial statements that are free from<br>material misstatement, whether due to<br>fraud or error.<br>In preparing the financial statements, the<br>directors are responsible for assessing<br>the Group’s and the Company’s ability to<br>continue as a going concern, disclosing,<br>as applicable, matters related to going<br>concern and using the going concern basis<br>of accounting unless the directors either<br>intend to liquidate the Group or the Company<br>or to cease operations, or have no realistic<br>alternative but to do so.<br>Auditors’ responsibilities for the audit<br>of the financial statements<br>Our objectives are to obtain reasonable<br>assurance about whether the financial<br>statements as a whole are free from material<br>misstatement, whether due to fraud or error,<br>and to issue an auditors’ report that includes<br>our opinion. Reasonable assurance is a high<br>level of assurance, but is not a guarantee<br>that an audit conducted in accordance with<br>ISAs (UK) will always detect a material<br>misstatement when it exists. Misstatements<br>can arise from fraud or error and are<br>AstraZeneca Annual Report & Form 20-F Information 2025 123<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Independent auditors’ report to the members of AstraZeneca PLC
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considered material if, individually or<br>in the aggregate, they could reasonably<br>be expected to influence the economic<br>decisions of users taken on the basis<br>of these financial statements.<br>Irregularities, including fraud, are<br>instances of non-compliance with laws<br>and regulations. We design procedures in<br>line with our responsibilities, outlined above,<br>to detect material misstatements in respect<br>of irregularities, including fraud. The extent<br>to which our procedures are capable of<br>detecting irregularities, including fraud,<br>is detailed below.<br>Based on our understanding of the Group<br>and industry, we identified that the principal<br>risks of non-compliance with laws and<br>regulations related to patent protection,<br>product safety (including but not limited<br>to the US Food and Drug Administration<br>regulation, the European Medicines Agency,<br>the UK Medicines and Healthcare products<br>Regulatory Agency, China Food and Drug<br>Administration), data protection legislation,<br>antibribery and competition law (including<br>but not limited to the US Foreign Corrupt<br>Practices Act, the UK Proceeds of Crime<br>Act, the UK Economic Crime and Corporate<br>Transparency Act and the provisions set<br>out by the National Healthcare Security<br>Administration in China), and we considered<br>the extent to which non-compliance might<br>have a material effect on the financial<br>statements. We also considered those laws<br>and regulations that have a direct impact<br>on the financial statements such as the<br>Companies Act 2006, UK Listing Rules and<br>tax legislation. We evaluated management’s<br>incentives and opportunities for fraudulent<br>manipulation of the financial statements<br>(including the risk of override of controls),<br>and determined that the principal risks were<br>related to journal entries to manipulate<br>financial results and potential management<br>bias in accounting estimates. The Group<br>engagement team shared this risk<br>assessment with the component auditors<br>so that they could include appropriate audit<br>procedures in response to such risks in their<br>work. Audit procedures performed by the<br>Group engagement team and/or component<br>auditors included:<br>• Evaluation and testing of the design<br>and operating effectiveness of<br>management’s controls to prevent<br>and detect irregularities;<br>• Discussions with VP Group Internal Audit,<br>the Deputy Chief Compliance Officer, the<br>Head of Global Investigations and the<br>Group’s General Counsel and Deputy<br>General Counsels along with other<br>members of Group legal and external<br>counsel where applicable, including<br>consideration of known or suspected<br>instances of non-compliance with laws<br>and regulations and fraud;<br>• Assessment of matters reported on<br>the Group’s whistleblowing helpline;<br>• Assessment of the results of<br>management’s investigations, with the<br>assistance of professionals with specialised<br>skill and knowledge where appropriate;<br>• Challenging assumptions made by<br>management in its significant accounting<br>estimates; and<br>• Identifying and testing the validity of<br>selected journal entries, including certain<br>journal entries posted with unusual<br>account combinations, and certain<br>consolidation journals.<br>There are inherent limitations in the audit<br>procedures described above. We are less<br>likely to become aware of instances of<br>non-compliance with laws and regulations<br>that are not closely related to events and<br>transactions reflected in the financial<br>statements. Also, the risk of not detecting<br>a material misstatement due to fraud is<br>higher than the risk of not detecting one<br>resulting from error, as fraud may involve<br>deliberate concealment by, for example,<br>forgery or intentional misrepresentations,<br>or through collusion.<br>Our audit testing might include testing<br>complete populations of certain transactions<br>and balances, possibly using data auditing<br>techniques. However, it typically involves<br>selecting a limited number of items for<br>testing, rather than testing complete<br>populations. We will often seek to target<br>particular items for testing based on their<br>size or risk characteristics. In other cases,<br>we will use audit sampling to enable us to<br>draw a conclusion about the population<br>from which the sample is selected.<br>A further description of our responsibilities<br>for the audit of the financial statements<br>is located on the FRC’s website at:<br>www.frc.org.uk/auditorsresponsibilities.<br>This description forms part of our<br>auditors’ report.<br>Use of this report<br>This report, including the opinions, has been<br>prepared for and only for the Company’s<br>members as a body in accordance with<br>Chapter 3 of Part 16 of the Companies Act<br>2006 and for no other purpose. We do not,<br>in giving these opinions, accept or assume<br>responsibility for any other purpose or to any<br>other person to whom this report is shown<br>or into whose hands it may come save where<br>expressly agreed by our prior consent<br>in writing.<br>Other required reporting<br>Companies Act 2006 exception reporting<br>Under the Companies Act 2006 we are<br>required to report to you if, in our opinion:<br>• we have not obtained all the information<br>and explanations we require for our audit;<br>or<br>• adequate accounting records have not<br>been kept by the Company, or returns<br>adequate for our audit have not been<br>received from branches not visited by us;<br>or<br>• certain disclosures of directors’<br>remuneration specified by law are<br>not made; or<br>• the Company financial statements and the<br>part of the Directors’ Remuneration Report<br>to be audited are not in agreement with<br>the accounting records and returns.<br>We have no exceptions to report arising<br>from this responsibility.<br>Appointment<br>We were first appointed by the company for<br>the financial year ended 31 December 2017.<br>Our uninterrupted engagement covers nine<br>financial years.<br>Other matter<br>The company is required by the Financial<br>Conduct Authority Disclosure Guidance<br>and Transparency Rules to include these<br>financial statements in an annual financial<br>report prepared under the structured digital<br>format required by DTR 4.1.15R – 4.1.18R<br>and filed on the National Storage Mechanism<br>of the Financial Conduct Authority.<br>This auditors’ report provides no assurance<br>over whether the structured digital format<br>annual financial report has been prepared<br>in accordance with those requirements.<br>Sarah Quinn (Senior Statutory Auditor)<br>for and on behalf of<br>PricewaterhouseCoopers LLP<br>Chartered Accountants and Statutory Auditors<br>London<br>10 February 2026<br>AstraZeneca Annual Report & Form 20-F Information 2025 124<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements<br>Independent auditors’ report to the members of AstraZeneca PLC continued
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Consolidated Statement of Comprehensive Income<br>for the year ended 31 December<br>2025 2024 2023<br>Notes $m $m $m<br>– Product Sales 2 55,573 50,938 43,789<br>– Alliance Revenue 2 3,067 2,212 1,428<br>Product Revenue 58,640 53,150 45,217<br>Collaboration Revenue 2 99 923 594<br>Total Revenue 58,739 54,073 45,811<br>Cost of sales (10,633) (10,207) (8,268)<br>Gross profit 48,106 43,866 37,543<br>Distribution expense (579) (555) (539)<br>Research and development expense 3 (14,232) (13,583) (10,935)<br>Selling, general and administrative expense 3 (19,933) (19,977) (19,216)<br>Other operating income and expense 3 381 252 1,340<br>Operating profit 13,743 10,003 8,193<br>Finance income 4 360 458 344<br>Finance expense 4 (1,694) (1,742) (1,626)<br>Share of after tax losses in associates and joint ventures 12 (7) (28) (12)<br>Profit before tax 12,402 8,691 6,899<br>Taxation 5 (2,169) (1,650) (938)<br>Profit for the period 10,233 7,041 5,961<br>Other comprehensive income:<br>Items that will not be reclassified to profit and loss:<br>Remeasurement of the defined benefit pension liability 22 290 80 (406)<br>Net gains on equity investments measured at fair value through Other comprehensive income 188 139 278<br>Fair value movements related to own credit risk on bonds designated as fair value through profit or loss – 12 (6)<br>Tax (expense)/income on items that will not be reclassified to profit and loss 5 (94) (43) 101<br> 384 188 (33)<br>Items that may be reclassified subsequently to profit and loss:<br>Foreign exchange arising on consolidation 23 2,387 (957) 608<br>Foreign exchange arising on designated liabilities in net investment hedges 23 18 (122) 24<br>Fair value movements on cash flow hedges 263 (129) 266<br>Fair value movements on cash flow hedges transferred to profit and loss (314) 177 (145)<br>Fair value movements on derivatives designated in net investment hedges 23 14 39 44<br>Gains/(costs) of hedging 1 (21) (19)<br>Tax (expense)/income on items that may be reclassified subsequently to profit and loss 5 (50) 25 (12)<br> 2,319 (988) 766<br>Other comprehensive income/(expense) for the period, net of tax 2,703 (800) 733<br>Total comprehensive income for the period 12,936 6,241 6,694<br>Profit attributable to:<br>Owners of the Parent 10,225 7,035 5,955<br>Non-controlling interests 26 8 6 6<br>Total comprehensive income attributable to:<br>Owners of the Parent 12,920 6,236 6,688<br>Non-controlling interests 26 16 5 6<br>Basic earnings per $0.25 Ordinary Share 6 $6.60 $4.54 $3.84<br>Diluted earnings per $0.25 Ordinary Share 6 $6.54 $4.50 $3.81<br>Weighted average number of Ordinary Shares in issue (millions) 6 1,550 1,550 1,549<br>Diluted weighted average number of Ordinary Shares in issue (millions) 6 1,562 1,563 1,562<br>Dividends declared and paid in the period 25 4,846 4,602 4,487<br>All activities were in respect of continuing operations.<br>$m means millions of US dollars.<br>AstraZeneca Annual Report & Form 20-F Information 2025 125<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Consolidated Statements
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Consolidated Statement of Financial Position<br>at 31 December<br>2025 2024<br>Notes $m $m<br>Assets<br>Non-current assets<br>Property, plant and equipment 8 12,962 10,252<br>Right-of-use assets 9 1,741 1,395<br>Goodwill 10 21,242 21,025<br>Intangible assets 11 37,846 37,177<br>Investments in associates and joint ventures 12 302 268<br>Other investments 13 2,223 1,632<br>Derivative financial instruments 14 498 182<br>Other receivables 15 1,327 930<br>Income tax receivable 5 1,391 –<br>Deferred tax assets 5 5,819 5,347<br> 85,351 78,208<br>Current assets<br>Inventories 16 6,557 5,288<br>Trade and other receivables 17 15,177 12,972<br>Other investments 13 30 166<br>Derivative financial instruments 14 90 54<br>Income tax receivable 5 1,158 1,859<br>Cash and cash equivalents 18 5,711 5,488<br> 28,723 25,827<br>Total assets 114,074 104,035<br>Liabilities<br>Current liabilities<br>Interest-bearing loans and borrowings 19 (3,104) (2,337)<br>Lease liabilities 9 (382) (339)<br>Trade and other payables 20 (25,280) (22,465)<br>Derivative financial instruments 14 (81) (50)<br>Provisions 21 (686) (1,269)<br>Income tax payable 5 (1,084) (1,406)<br> (30,617) (27,866)<br>Non-current liabilities<br>Interest-bearing loans and borrowings 19 (24,715) (26,506)<br>Lease liabilities 9 (1,421) (1,113)<br>Derivative financial instruments 14 – (115)<br>Deferred tax liabilities 5 (3,500) (3,305)<br>Retirement benefit obligations 22 (1,105) (1,330)<br>Provisions 21 (918) (921)<br>Income tax payable 5 (700) (238)<br>Other payables 20 (2,379) (1,770)<br> (34,738) (35,298)<br>Total liabilities (65,355) (63,164)<br>Net assets 48,719 40,871<br>Equity<br>Capital and reserves attributable to equity holders of the Company<br>Share capital 24 388 388<br>Share premium account 35,266 35,226<br>Capital redemption reserve 153 153<br>Merger reserve 448 448<br>Other reserves 23 1,440 1,411<br>Retained earnings 23 10,972 3,160<br> 48,667 40,786<br>Non-controlling interests 26 52 85<br>Total equity 48,719 40,871<br>The Financial Statements from pages 125 to 196 were approved by the Board and were signed on its behalf by<br>Pascal Soriot Aradhana Sarin<br>Director Director<br>10 February 2026<br>AstraZeneca Annual Report & Form 20-F Information 2025 126<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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Consolidated Statement of Changes in Equity<br>for the year ended 31 December<br>Share Capital Total Non-Share premium redemption Merger Other Retained attributable controlling Total<br>capital account reserve reserve reserves earnings to owners interests equity<br>$m $m $m $m $m $m $m $m $m<br>At 1 January 2023 387 35,155 153 448 1,468 (574) 37,037 21 37,058<br>Profit for the period – – – – – 5,955 5,955 6 5,961<br>Other comprehensive income1 – – – – – 733 733 – 733<br>Transfer to Other reserves2 – – – – (4) 4 – – –<br>Transactions with owners<br>Dividends (Note 25) – – – – – (4,487) (4,487) – (4,487)<br>Dividends paid to non-controlling interests (Note 25) – – – – – – – (4) (4)<br>Issue of Ordinary Shares 1 33 – – – – 34 – 34<br>Share-based payments charge for the period (Note 29) – – – – – 579 579 – 579<br>Settlement of share plan awards – – – – – (708) (708) – (708)<br>Net movement 1 33 – – (4) 2,076 2,106 2 2,108<br>At 31 December 2023 388 35,188 153 448 1,464 1,502 39,143 23 39,166<br>Profit for the period – – – – – 7,035 7,035 6 7,041<br>Other comprehensive expense1 – – – – – (799) (799) (1) (800)<br>Transfer to Other reserves2 – – – – 15 (15) – – –<br>Transactions with owners<br>Dividends (Note 25) – – – – – (4,602) (4,602) – (4,602)<br>Dividends paid to non-controlling interests (Note 25) – – – – – – – (4) (4)<br>Issue of Ordinary Shares – 38 – – – – 38 – 38<br>Changes in non-controlling interests – – – – – – – 61 61<br>Movement in shares held by Employee Benefit Trusts2 – – – – (68) – (68) – (68)<br>Share-based payments charge for the period (Note 29) – – – – – 660 660 – 660<br>Settlement of share plan awards – – – – – (621) (621) – (621)<br>Net movement – 38 – – (53) 1,658 1,643 62 1,705<br>At 31 December 2024 388 35,226 153 448 1,411 3,160 40,786 85 40,871<br>Profit for the period – – – – – 10,225 10,225 8 10,233<br>Other comprehensive (expense)/income1 – – – – (61) 2,756 2,695 8 2,703<br>Transfer to Other reserves2 – – – – 47 (47) – – –<br>Transactions with owners<br>Dividends (Note 25) – – – – – (4,846) (4,846) – (4,846)<br>Dividends paid to non-controlling interests (Note 25) – – – – – – – (6) (6)<br>Issue of Ordinary Shares – 40 – – – – 40 – 40<br>Changes in non-controlling interests – – – – – (214) (214) (43) (257)<br>Movement in shares held by Employee Benefit Trusts2 – – – – 43 – 43 – 43<br>Share-based payments charge for the period (Note 29) – – – – – 719 719 – 719<br>Settlement of share plan awards – – – – – (781) (781) – (781)<br>Net movement – 40 – – 29 7,812 7,881 (33) 7,848<br>At 31 December 2025 388 35,266 153 448 1,440 10,972 48,667 52 48,719<br>1 Included within Other comprehensive income of $2,703m (2024: expense of $800m; 2023: income of $733m) is a gain of $1m (2024: charge of $21m; 2023: charge of $19m), relating to<br>Gains/(costs) of hedging.<br>2 Amounts charged or credited to Other reserves relate to exchange adjustments arising on goodwill and movements in shares held by Employee Benefit Trusts. Transfer to Other reserves<br>includes $70m (2024: $nil; 2023: $nil) in respect of the opening balance on the cash flow hedge reserve. The cash flow hedge reserve was previously disclosed within Retained earnings<br>but from 2025 is disclosed within Other reserves.<br>AstraZeneca Annual Report & Form 20-F Information 2025 127<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Consolidated Statements
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Consolidated Statement of Cash Flows<br>for the year ended 31 December<br>2025 2024 2023<br>Notes $m $m $m<br>Cash flows from operating activities<br>Profit before tax 12,402 8,691 6,899<br>Finance income and expense 4 1,334 1,284 1,282<br>Share of after tax losses in associates and joint ventures 12 7 28 12<br>Depreciation, amortisation and impairment 3 5,733 6,688 5,387<br>Increase in trade and other receivables (1,728) (1,624) (1,425)<br>Increase in inventories (755) (131) (669)<br>Increase in trade and other payables and provisions 1,346 862 2,394<br>Gains on disposal of intangible assets 3 (168) (64) (251)<br>Fair value movements on contingent consideration arising from business combinations 20 (97) 311 549<br>Non-cash and other movements 18 662 (121) (386)<br>Cash generated from operations 18,736 15,924 13,792<br>Interest paid (1,316) (1,313) (1,081)<br>Tax paid (2,845) (2,750) (2,366)<br>Net cash inflow from operating activities 14,575 11,861 10,345<br>Cash flows from investing activities<br>Acquisition of subsidiaries, net of cash acquired 27 (66) (2,771) (189)<br>Payments upon vesting of employee share awards attributable to business combinations 27 – (3) (84)<br>Payment of contingent consideration from business combinations 20 (1,164) (1,008) (826)<br>Purchase of property, plant and equipment (2,810) (1,924) (1,361)<br>Disposal of property, plant and equipment 13 55 132<br>Purchase of intangible assets (3,095) (2,662) (2,417)<br>Disposal of intangible assets 136 123 291<br>Movement in profit-participation liability 3 – – 190<br>Purchase of non-current asset investments (229) (96) (136)<br>Disposal of non-current asset investments – 78 32<br>Movement in short-term investments, fixed deposits and other investing instruments 131 30 97<br>Payments to associates and joint ventures 12 (10) (158) (80)<br>Disposal of investments in associates and joint ventures – 13 –<br>Interest received 286 343 287<br>Net cash outflow from investing activities (6,808) (7,980) (4,064)<br>Net cash inflow before financing activities 7,767 3,881 6,281<br>Cash flows from financing activities<br>Proceeds from issue of share capital 40 38 33<br>Own shares purchased by Employee Benefit Trusts (521) (81) –<br>Payments to acquire non-controlling interests (183) – –<br>Issue of loans and borrowings 15 6,492 3,816<br>Repayment of loans and borrowings (2,029) (4,652) (4,942)<br>Dividends paid 25 (4,971) (4,629) (4,481)<br>Hedge contracts relating to dividend payments 25 113 16 (19)<br>Repayment of obligations under leases (372) (316) (268)<br>Movement in short-term borrowings 364 (31) 161<br>Payment of Acerta Pharma share purchase liability – (833) (867)<br>Net cash outflow from financing activities (7,544) (3,996) (6,567)<br>Net increase/(decrease) in Cash and cash equivalents in the period 223 (115) (286)<br>Cash and cash equivalents at the beginning of the period 5,429 5,637 5,983<br>Exchange rate effects 46 (93) (60)<br>Cash and cash equivalents at the end of the period 18 5,698 5,429 5,637<br>AstraZeneca Annual Report & Form 20-F Information 2025 128<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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Group Accounting Policies<br>Basis of accounting and preparation<br>of financial information<br>The Consolidated Financial Statements<br>(or Group Financial Statements) have been<br>prepared under the historical cost convention,<br>modified to include revaluation to fair value<br>of certain financial instruments and pension<br>plan assets and liabilities as described below,<br>in accordance with UK-adopted international<br>accounting standards and with the<br>requirements of the Companies Act 2006<br>as applicable to companies reporting under<br>those standards. The Consolidated Financial<br>Statements also comply fully with IFRS<br>Accounting Standards as issued by the<br>International Accounting Standards Board<br>(IASB) and International Accounting Standards<br>as adopted by the European Union.<br>The Consolidated Financial Statements<br>are presented in US dollars, which is the<br>Company’s functional currency.<br>New accounting requirements<br>The following amendments have been issued<br>and adopted:<br>• amendments to IAS 21 ‘The Effects of<br>Changes in Foreign Exchange Rates’,<br>effective for periods beginning on or after<br>1 January 2025 - endorsed by the United<br>Kingdom Endorsement Board (UKEB) on<br>15 July 2024.<br>The above amendments did not have a<br>significant impact on the Group’s net results,<br>net assets or disclosures.<br>Product revenue subtotal<br>Effective 1 January 2025, the Group has<br>updated the presentation of Total Revenue<br>on the face of the Consolidated Statement<br>of Comprehensive Income to include a new<br>subtotal ‘Product Revenue’. This represents<br>the summation of Product Sales and<br>Alliance Revenue on the basis of the similar<br>characteristics of the underlying product sales<br>curve profiles related to the end customer.<br>Product Revenue and Collaboration Revenue<br>form Total Revenue. Product Sales and<br>Alliance Revenue continue to be presented<br>separately, with the new subtotal providing<br>additional aggregation of revenue types with<br>similar characteristics, reflecting the growing<br>importance of Alliance Revenue.<br>There are no changes to the Revenue<br>accounting policy regarding the types of<br>transactions recorded in each revenue<br>category. The comparative years have<br>been retrospectively adjusted to reflect the<br>additional subtotal, resulting in total Product<br>Revenue being reported for the year ended<br>31 December 2024 of $53,150m and the year<br>ended 31 December 2023 of $45,217m.<br>Basis for preparation of Financial<br>Statements on a going concern basis<br>The Group has considerable financial<br>resources available. As at 31 December 2025,<br>the Group has $10.6bn in financial resources<br>(cash and cash equivalent balances of $5.7bn<br>and undrawn committed bank facilities of<br>$4.9bn that are available until April 2030), with<br>$3.5bn of borrowings due within one year.<br>These facilities contain no financial covenants,<br>and in January 2026 their maturity was<br>extended to April 2031.<br>The Group has assessed the prospects of the<br>Group over a period longer than the required<br>12 months from the date of Board approval of<br>these Consolidated Financial Statements, with<br>no deterioration noted requiring a further<br>extension of this review. The Group’s revenues<br>are largely derived from sales of medicines<br>covered by patents, which provide a relatively<br>high level of resilience and predictability to<br>cash inflows, although government price<br>interventions in response to budgetary<br>constraints are expected to continue to<br>adversely affect revenues in some of our<br>significant markets. The Group, however,<br>anticipates new revenue streams from both<br>recently launched medicines and those in<br>development, and the Group has a wide<br>diversity of customers and suppliers across<br>different geographic areas.<br>Consequently, the Directors believe that,<br>overall, the Group is well placed to manage<br>its business risks successfully. Accordingly,<br>they continue to adopt the going concern<br>basis in preparing the Annual Report and<br>Financial Statements.<br>Estimates and judgements<br>The preparation of the Financial Statements in<br>conformity with generally accepted accounting<br>principles requires management to make<br>estimates and judgements that affect the<br>reported amounts of assets and liabilities at<br>the date of the Financial Statements and the<br>reported amounts of revenues and expenses<br>during the reporting period. Actual results<br>could differ from those estimates.<br>The accounting policy descriptions set out<br>the areas where judgements and estimates<br>need exercising, the most significant of which<br>include the following Key Judgements KJ<br>and Significant Estimates SE :<br>• revenue recognition – see Revenue<br>accounting policy on page 130 KJ and<br>Note 2 on page 141 SE<br>• expensing of internal development<br>expenses – see Research and development<br>accounting policy on page 131 KJ<br>• impairment reviews of Intangible assets<br>– see Note 11 on page 153 SE<br>• useful economic life of Intangible assets<br>– see Research and development<br>accounting policy on page 131 KJ<br>• business combinations and Goodwill –<br>see Business combinations and goodwill<br>accounting policy on page 134 KJ<br>• litigation liabilities – see Legal proceedings<br>within Note 30 on page 181 KJ<br>• operating segments – see Note 7 on<br>page 147 KJ<br>• employee benefits – see Note 22 on<br>page 168 SE<br>• taxation – see Note 30 on page 190 KJ .<br>The Group has assessed the impact of<br>sustainability topics on its financial reporting.<br>This includes an impact assessment on the<br>valuation and useful lives of Intangible assets<br>and the identification and measurement of<br>provisions and contingent liabilities in response<br>to climate and pollution risks.<br>Sustainability-related opportunities on<br>innovation are integral to the Financial<br>Statements with a key indicator of the Group’s<br>investment being Research and development<br>(R&D) expense. Business conduct and patient<br>safety are both considered as part of our<br>recognition and measurement of provisions<br>and contingent liabilities, noted within sections<br>of Government investigations and proceedings<br>and Product liability litigation as relevant, of<br>Note 30. No material accounting impacts or<br>changes to judgements or other required<br>disclosures were noted.<br>KJ Key Judgements are those judgements<br>made in applying the Group’s accounting<br>policies that have a material effect on the<br>amounts of assets and liabilities recognised<br>in the Financial Statements.<br>SE A Significant Estimate has a significant<br>risk of material adjustment to the carrying<br>amounts of assets and liabilities within the<br>next financial year.<br>Financial risk management policies are<br>detailed in Note 28 to the Financial Statements<br>from page 171.<br>AstraZeneca’s management considers the<br>following to be the material accounting policies<br>in the context of the Group’s operations.<br>Revenue<br>Revenue comprises Product Sales, Alliance<br>Revenue and Collaboration Revenue.<br>Revenue excludes inter-company revenues<br>and value-added taxes.<br>AstraZeneca Annual Report & Form 20-F Information 2025 129<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Group Accounting Policies
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Group Accounting Policies continued<br>Product Sales<br>Product Sales represent net invoice value less<br>estimated rebates, returns and chargebacks,<br>which are considered to be variable<br>consideration and include significant<br>estimates. Sales are recognised when the<br>control of the goods has been transferred to<br>a third party. This is usually when title passes<br>to the customer, either on shipment or on<br>receipt of goods by the customer, depending<br>on local trading terms. Revenue is not<br>recognised in full until it is highly probable<br>that a significant reversal in the amount of<br>cumulative revenue recognised will not occur.<br>Rebates are amounts payable or credited to<br>a customer, usually based on the quantity<br>or value of Product Sales to the customer for<br>specific products in a certain period. Product<br>Sales rebates, which relate to Product Sales<br>that occur over a period of time, are normally<br>issued retrospectively.<br>At the time Product Sales are invoiced, rebates<br>and deductions that the Group expects to<br>pay are estimated based upon assumptions<br>developed using contractual terms, historical<br>experience and market-related information.<br>The rebates and deductions are recognised<br>as variable consideration and recorded as a<br>reduction to revenue with an accrual recorded.<br>These rebates typically arise from sales<br>contracts with government payers, third-party<br>managed care organisations, hospitals,<br>long-term care facilities, group purchasing<br>organisations and various state programmes.<br>In markets where returns are significant,<br>estimates of the quantity and value of<br>goods which may ultimately be returned<br>are accounted for at the point revenue is<br>recognised. Our returns accruals are based<br>on actual experience over the preceding<br>12 months for established products together<br>with market-related information such as<br>estimated stock levels at wholesalers and<br>competitor activity which we receive via<br>third-party information services. For newly<br>launched products, we use rates based on<br>our experience with similar products or a<br>predetermined percentage.<br>When a product faces generic competition,<br>particular attention is given to the possible<br>levels of returns and, in cases where the<br>circumstances are such that the level of<br>Product Sales are considered highly probable<br>to reverse, revenues are only recognised<br>when the right of return expires, which is<br>generally on ultimate prescription of the<br>product to patients.<br>The methodology and assumptions used to<br>estimate rebates and returns are monitored<br>and adjusted regularly in the light of<br>contractual and legal obligations, historical<br>trends, past experience and projected<br>market conditions. Once the uncertainty<br>associated with returns is resolved, revenue<br>is adjusted accordingly.<br>Under certain collaboration agreements<br>which include a profit sharing mechanism,<br>our recognition of Product Sales depends<br>on which party acts as principal in sales to<br>the end customer. In the cases where<br>AstraZeneca acts as principal, we record<br>100% of sales to the end customer. In the<br>cases where AstraZeneca does not act as<br>principal, we record the share of gross<br>profits received within Alliance Revenue.<br>Certain arrangements include bill-and-hold<br>arrangements under which the Group invoices<br>a customer for a product but retains physical<br>possession of the product until it is transferred<br>to the customer at a point in time in the<br>future. For these types of arrangements, an<br>assessment is made to determine when the<br>performance obligation has been satisfied,<br>which is when control of the product is<br>transferred to the customer. If the customer<br>has obtained control of the product even<br>though that product remains in the Group’s<br>physical possession, the performance<br>obligation to transfer a product has been<br>satisfied and Product Sales are recognised.<br>Control is considered to have transferred when<br>the reason for the bill-and-hold arrangement<br>is substantive, the product can be identified<br>separately as belonging to the customer, the<br>product is ready for physical transfer to the<br>customer and AstraZeneca is unable to use<br>or sell the product to another customer.<br>Alliance Revenue<br>Alliance Revenue comprises income arising<br>from the ongoing operation of collaborative<br>arrangements related to sales made by<br>collaboration partners, where AstraZeneca<br>is entitled to a share of gross profits, a share<br>of revenues or royalties, which are recurring<br>in nature while the collaboration agreement<br>remains in place. Alliance Revenue does<br>not include Product Sales where<br>AstraZeneca is leading commercialisation<br>in a territory, or reimbursement for<br>AstraZeneca-incurred expenses such as<br>R&D or promotion costs, which arise from<br>the license of intellectual property.<br>The Group periodically enters into transactions<br>where it acquires part of the rights to a product<br>intangible (either on-market or in-process<br>R&D), but for commercial reasons does not<br>act as principal in selling the product to the<br>customer and therefore does not recognise<br>income from the product in the form of<br>Product Sales. This may occur where, for<br>example, a collaboration partner retains the<br>right to commercialise in a specific territory,<br>and has sufficient local control over that<br>commercialisation to book Product Sales,<br>while the Group instead receives a proportion<br>of the value generated by those Product<br>Sales, either in the form of a share of gross<br>profits, a share of revenues or a royalty. This<br>revenue is recognised when the Group’s<br>right to receive the share of the collaboration<br>partner’s income is established and can be<br>reliably measured.<br>Where an out-licensing arrangement meets<br>the definition of a licence agreement, sales<br>royalties are recognised when achieved by<br>applying the royalty exemption under IFRS 15<br>‘Revenue from Contracts with Customers’.<br>Where the arrangement meets the definition<br>of a licence agreement, share of gross profits,<br>share of revenues and sales royalties are<br>recognised when achieved by applying the<br>royalty exemption under IFRS 15. All other<br>sales royalties are recognised when<br>considered it is highly probable there will not<br>be a significant reversal of cumulative income.<br>The determination requires estimates to be<br>made in relation to future Product Sales.<br>Collaboration Revenue<br>Collaboration Revenue includes income<br>arising from entering into collaborative<br>arrangements where the Group has<br>out-licensed (sold) certain rights associated<br>with products and where AstraZeneca<br>retains a significant ongoing economic<br>interest in the product. Significant interest<br>can include ongoing supply of finished<br>goods, profit sharing arrangements or being<br>principal in the sales of medicines. These<br>collaborations may include development,<br>manufacturing and/or commercialisation<br>arrangements with the collaborator. Income<br>from out-licences may take the form of<br>upfront fees and milestones.<br>KJ Timing of recognition of clinical and<br>regulatory milestones is considered to be a<br>Key Judgement. There can be significant<br>uncertainty over whether it is highly probable<br>that there would not be a significant reversal<br>of cumulative revenue in respect of specific<br>milestones if these are recognised before<br>they are triggered due to them being subject<br>to the actions of third parties. In general,<br>where the triggering of a milestone is subject<br>to the decisions of third parties (e.g. the<br>acceptance or approval of a filing by a<br>regulatory authority), the Group does not<br>consider that the threshold for recognition<br>is met until that decision is made.<br>Where Collaboration Revenue arises from<br>the licensing of the Group’s own intellectual<br>property, the licences we grant are typically<br>rights to use intellectual property which do<br>not change during the period of the licence<br>and therefore related non-conditional revenue<br>is recognised at the point the licence is<br>granted and variable consideration as soon<br>as recognition criteria are met.<br>AstraZeneca Annual Report & Form 20-F Information 2025 130<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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Other performance obligations in the contract<br>might include the supply of product. These<br>arrangements typically involve the receipt<br>of an upfront payment, which the contract<br>attributes to the license of the intangible<br>assets, and ongoing receipts for supply, which<br>the contract attributes to the sale of the<br>product we manufacture. In cases where<br>the transaction has two or more components,<br>we account for the delivered item (for<br>example, the transfer of title to the intangible<br>asset) as a separate unit of account and record<br>revenue on delivery of that component.<br>Where practicable, consideration is allocated<br>to performance obligations on the basis of the<br>standalone selling price of each performance<br>obligation. However, where there is a licence<br>of intellectual property, it is not always<br>possible to establish a reliable estimate of<br>the standalone selling price of the licence<br>as they are unique. Therefore, in these rare<br>situations, the residual approach is used to<br>determine the consideration attributable to<br>the licence.<br>Where fixed amounts are payable over one<br>year from the effective date of a contract, an<br>assessment is made as to whether a significant<br>financing component exists, and if so, the<br>fair value of this component is deferred and<br>recognised as financing income over the<br>period to the expected date of receipt.<br>Where control of a right-to-use licence for<br>an intangible asset passes at the outset of an<br>arrangement, revenue is recognised at the<br>point in time control is transferred. Where<br>the substance of a licence arrangement is<br>that of a right-to-access rights attributable<br>to an intangible asset, revenue, in the form<br>of an upfront fee, is recognised over time,<br>normally on a straight-line basis over the life<br>of the contract.<br>Where Collaboration Revenue is recorded<br>and there is a related intangible asset that<br>is licensed as part of the arrangement, an<br>appropriate amount of that intangible asset<br>is charged to Cost of sales based on an<br>allocation of cost or value to the rights that<br>have been licensed.<br>Cost of sales<br>Cost of sales are recognised as the associated<br>revenue is recognised. Cost of sales include<br>manufacturing costs, royalties payable<br>on revenues recognised, movements in<br>provisions for inventories, inventory<br>write-offs and impairment charges in relation<br>to manufacturing assets. Cost of sales also<br>includes co-collaborator sharing of profit<br>arising from collaborations, and foreign<br>exchange gains and losses arising from<br>business trading activities.<br>Research and development<br>Research expenditure is charged to profit<br>and loss in the year in which it is incurred.<br>KJ Internal development expenditure is<br>capitalised only if it meets the recognition<br>criteria of IAS 38 ‘Intangible Assets’. This<br>is considered a Key Judgement. Where<br>regulatory and other uncertainties are such<br>that the criteria are not met, the expenditure<br>is charged to profit and loss and this is<br>almost invariably the case prior to approval<br>of the drug by the relevant regulatory<br>authority. Where, however, recognition<br>criteria are met, Intangible assets are<br>capitalised and amortised on a straight-line<br>basis over their useful economic lives from<br>product launch. At 31 December 2025, no<br>amounts have met the recognition criteria.<br>Payments to in-license products and<br>compounds from third parties for new research<br>and development projects (in process research<br>and development) generally take the form<br>of upfront payments, milestones and royalty<br>payments. Where payments made to third<br>parties represent consideration for future<br>research and development activities, an<br>evaluation is made as to the nature of the<br>payments. Such payments are expensed<br>if they represent compensation for sub-contracted research and development<br>services not resulting in a transfer of<br>intellectual property. By contrast, payments<br>are capitalised if they represent compensation<br>for the transfer of identifiable intellectual<br>property developed at the risk of the third<br>party. Such payments may be made once<br>development or regulatory milestones are<br>met and may also be made on the basis of<br>sales volumes once a product is launched.<br>Development and regulatory milestone<br>payments are capitalised as the milestone is<br>triggered. Sales-related payments are accrued<br>and capitalised with reference to the latest<br>Group sales forecasts for approved indications<br>at the present value of expected future cash<br>flows. Assets capitalised are amortised, on a<br>straight-line basis, over their useful economic<br>lives from product launch.<br>KJ The determination of useful economic<br>life is considered to be a Key Judgement.<br>On product launch, the Group makes<br>a judgement as to the expected useful<br>economic life with reference to the expiry<br>of associated patents for the product,<br>expectation around the competitive<br>environment specific to the product and<br>our detailed long-term risk-adjusted sales<br>projections compiled annually across the<br>Group and approved by the Board.<br>The useful economic life can extend beyond<br>patent expiry dependent upon the nature<br>of the product and the complexity of the<br>development and manufacturing process.<br>Significant sales can often be achieved<br>post patent expiration.<br>Intangible assets<br>Intangible assets are stated at cost less<br>accumulated amortisation and impairments.<br>Intangible assets relating to products in<br>development are subject to impairment<br>testing at least annually. All Intangible assets<br>are tested for impairment when there are<br>indications that the carrying value may not<br>be recoverable. The determination of the<br>recoverable amounts includes key estimates<br>which are highly sensitive to, and depend<br>upon, key assumptions as detailed in Note 11<br>to the Financial Statements from page 151.<br>Impairment reviews have been carried out on<br>all Intangible assets that are in development<br>(and not being amortised), all major intangible<br>assets acquired during the year and all other<br>intangible assets that have had indicators<br>of impairment during the year. Recoverable<br>amount is determined as the higher of value<br>in use or fair value less costs to sell using a<br>discounted cash flow calculation, with the<br>products’ expected cash flows risk-adjusted<br>over their estimated remaining useful<br>economic life. Sales forecasts and specific<br>allocated costs (which have both been subject<br>to appropriate senior management review and<br>approval) are risk-adjusted and discounted<br>using appropriate rates based on our post-tax<br>weighted average cost of capital or for fair<br>value less costs to sell, a required rate of<br>return for a market participant. Our weighted<br>average cost of capital reflects factors such<br>as our capital structure and our costs of debt<br>and equity.<br>Any impairment losses are recognised<br>immediately in Operating profit. Intangible<br>assets relating to products which fail during<br>development (or for which development<br>ceases for other reasons) are also tested for<br>impairment and are written down to their<br>recoverable amount (which is usually nil).<br>If, subsequent to an impairment loss being<br>recognised, development restarts or other<br>facts and circumstances change indicating<br>that the impairment is less or no longer<br>exists, the value of the asset is re-estimated<br>and its carrying value is increased to the<br>recoverable amount, but not exceeding the<br>original value, by recognising an impairment<br>reversal in Operating profit.<br>Government grants<br>Government grants are recognised in the<br>Consolidated Statement of Comprehensive<br>Income so as to match with the related<br>expenses that they are intended to<br>compensate. Where grants are received<br>in advance of the related expenses, they<br>are initially recognised in the Consolidated<br>Statement of Financial Position under<br>Trade and other payables as deferred<br>income and released to net off against the<br>related expenditure when incurred.<br>AstraZeneca Annual Report & Form 20-F Information 2025 131<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Group Accounting Policies
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Group Accounting Policies continued<br>Each contract is assessed to determine<br>whether there are both grant elements and<br>supply of product which need to be separated.<br>In each case, the contracts set out the<br>specified terms for the supply of the product<br>and the provisions for funding for certain<br>costs, primarily research and development<br>associated with the intellectual property (IP).<br>It is considered whether there are any<br>conditions for the funding to be refunded.<br>The consideration in the contract is allocated<br>between the grant and supply elements.<br>The standalone selling price for the supply<br>of products is determined by reference to<br>observed prices with other customers.<br>The amount allocated as a government grant<br>is determined by reference to the specific<br>agreed costs and activities identified in the<br>contract as not directly attributable to the<br>supply of product. Government grants<br>are recorded as an offset to the relevant<br>expense in the Consolidated Statement of<br>Comprehensive Income and are capped to<br>match the relevant costs incurred.<br>Other operating income and expense<br>Other operating income and expense is<br>generated from activities outside of the<br>Group’s normal course of business, which<br>includes Other income from divestments of<br>or full out-license of assets and businesses<br>including royalties and milestones where the<br>Group does not retain a significant continued<br>interest. Where the arrangement meets the<br>definition of a licence agreement, sales<br>milestones and sales royalties are recognised<br>when achieved by applying the royalty<br>exemption under IFRS 15 ‘Revenue from<br>Contracts with Customers’. All other milestones<br>and sales royalties are recognised when it is<br>considered highly probable that there will not<br>be a significant reversal of cumulative income.<br>The determination requires estimates to be<br>made in relation to future Product Sales.<br>Joint arrangements and associates<br>The Group has arrangements over which<br>it has joint control and which qualify as joint<br>operations or joint ventures under IFRS 11<br>‘Joint Arrangements’. For joint operations,<br>the Group recognises its share of revenue<br>that it earns from the joint operations and its<br>share of expenses incurred. The Group also<br>recognises the assets associated with the<br>joint operations that it controls and the<br>liabilities it incurs under the joint arrangement.<br>For joint ventures and associates, the Group<br>recognises its interest in the joint venture or<br>associate as an investment and uses the<br>equity method of accounting.<br>Employee benefits<br>The Group accounts for pensions and other<br>employee benefits (principally healthcare)<br>under IAS 19 ‘Employee Benefits’. In respect<br>of defined benefit plans, obligations are<br>determined using the projected unit credit<br>method and are discounted to present value<br>by reference to market yields on high-quality<br>corporate bonds, while plan assets are<br>measured at fair value. Given the extent of<br>the assumptions used to determine the value<br>of scheme assets and scheme liabilities, these<br>are considered to be significant estimates.<br>The operating and financing costs of such<br>plans are recognised separately in profit<br>and loss; current service costs are spread<br>systematically over the working lives of<br>employees and financing costs are recognised<br>in full in the periods in which they arise.<br>Remeasurements of the net defined benefit<br>pension liability, including actuarial gains and<br>losses, are recognised immediately in Other<br>comprehensive income.<br>Where the calculation results in a surplus to<br>the Group, the recognised asset is limited to<br>the present value of any available future<br>refunds from the plan or reductions in<br>future contributions to the plan subject to<br>consideration of the effect any minimum<br>funding requirement for future service has<br>on the benefit available as a reduction in<br>future contributions.<br>Payments to defined contribution plans are<br>recognised in profit and loss as they fall due.<br>Taxation<br>The current tax payable is based on taxable<br>profit for the year. Taxable profit differs from<br>reported profit because taxable profit excludes<br>items that are either never taxable or tax<br>deductible or items that are taxable or tax<br>deductible in a different period. The Group’s<br>current tax assets and liabilities are calculated<br>using tax rates that have been enacted or<br>substantively enacted by the reporting date.<br>Current tax includes the Group’s charge for<br>any Pillar Two income taxes.<br>Deferred tax is provided using the balance<br>sheet liability method, providing for temporary<br>differences between the carrying amounts<br>of assets and liabilities for financial reporting<br>purposes and the amounts used for taxation<br>purposes. Deferred tax liabilities are<br>recognised unless they arise from the initial<br>recognition (other than in a business<br>combination) of assets and liabilities in a<br>transaction that affects neither the taxable<br>profit nor the accounting profit. Deferred tax<br>liabilities are not recognised to the extent they<br>arise from the initial recognition of non-tax<br>deductible goodwill. Deferred tax assets are<br>recognised to the extent that there are future<br>taxable temporary differences or it is probable<br>that future taxable profit will be available<br>against which the asset can be utilised. This<br>requires judgements to be made in respect<br>of the availability of future taxable income.<br>The Group applies the exception to recognising<br>and disclosing information about deferred<br>tax assets and liabilities related to Pillar Two<br>income taxes, as provided in the amendments<br>to IAS 12 ‘Income Taxes’ issued in May 2023.<br>No deferred tax asset or liability is recognised<br>in respect of temporary differences associated<br>with investments in subsidiaries and branches<br>where the Group is able to control the timing<br>of reversal of the temporary differences and<br>it is probable that the temporary differences<br>will not reverse in the foreseeable future.<br>The Group’s deferred tax assets and liabilities<br>are calculated using tax rates that are expected<br>to apply in the period when the liability is<br>settled or the asset realised based on tax rates<br>that have been enacted or substantively<br>enacted by the reporting date. Deferred tax<br>liabilities relating to assets recognised because<br>of a business combination which may qualify<br>for intellectual property incentives are<br>measured at the relevant statutory tax rate.<br>Deferred tax assets and liabilities are offset<br>in the Consolidated Statement of Financial<br>Position if, and only if, the taxable entity has<br>a legally enforceable right to set off current<br>tax assets and liabilities, and the Deferred<br>tax assets and liabilities relate to taxes levied<br>by the same taxation authority on the same<br>taxable entity.<br>Liabilities for uncertain tax positions require<br>management to make judgements of potential<br>exposures in relation to tax audit issues based<br>upon interpretation of applicable laws and<br>regulations and the expectation of how the<br>tax authority will resolve the matter. Tax<br>benefits are recognised when it is probable<br>the tax positions will be accepted by the tax<br>authorities. When a position is not considered<br>probable of being accepted, management<br>reviews each material tax benefit and reflects<br>the effect of the uncertainty in determining<br>the related taxable result. This is measured<br>using either the most likely amount or the<br>expected value amount depending on which<br>method the entity expects to better predict<br>the resolution of the uncertainty.<br>Further details of the estimates and<br>assumptions made in determining our<br>recorded liability for transfer pricing<br>contingencies and other tax contingencies<br>are included in Note 30 to the Financial<br>Statements from page 189.<br>AstraZeneca Annual Report & Form 20-F Information 2025 132<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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Share-based payments<br>All plans have been classified as equity<br>settled after assessment. The grant date<br>fair value of the market-based performance<br>elements of employee share plan awards is<br>calculated using a modified Monte Carlo<br>model, with other elements at market price.<br>In accordance with IFRS 2 ‘Share-based<br>Payment’, the resulting cost is recognised in<br>profit on a straight-line basis over the vesting<br>period of the awards. The value of the charge<br>is adjusted to reflect expected and actual<br>levels of awards vesting, except where the<br>failure to vest is as a result of not meeting<br>a market condition. Cancellations of equity<br>instruments are treated as an acceleration<br>of the vesting period and any outstanding<br>charge is recognised in profit immediately.<br>Cash outflows relating to the purchase of<br>shares by consolidated Employee Benefit<br>Trusts (EBTs) relating to the vesting of share<br>plans are recognised within financing activities.<br>Cash outflows relating to the employer and<br>employee taxes paid on vesting of share plans<br>are recognised in operating activities as they<br>relate to employee remuneration. The cost<br>of shares held by EBTs at the period end is<br>deducted from equity. The cash flows relating<br>to replacement awards issued to employees<br>as part of the Alexion Pharmaceuticals, Inc.<br>(Alexion) acquisition are classified within<br>investing activities, as they are part of the<br>aggregate cash flows arising from obtaining<br>control of the subsidiary.<br>Property, plant and equipment<br>The Group’s policy is to depreciate the<br>difference between the cost of each item<br>of Property, plant and equipment and its<br>residual value over its estimated useful life on<br>a straight-line basis. Assets under construction<br>are not depreciated until the asset is available<br>for use, at which point the asset is transferred<br>into either Land and buildings or Plant and<br>equipment, and depreciated over its estimated<br>useful economic life.<br>Reviews are made annually of the estimated<br>remaining lives and residual values of<br>individual productive assets, taking account of<br>commercial and technological obsolescence<br>as well as normal wear and tear. It is impractical<br>to calculate average asset lives exactly.<br>However, the useful economic lives range from<br>approximately 10 to 50 years for buildings, and<br>three to 15 years for plant and equipment.<br>All items of Property, plant and equipment<br>are tested for impairment when there are<br>indications that the carrying value may not<br>be recoverable. Any impairment losses are<br>recognised immediately in Operating profit.<br>Leases<br>The Group’s lease arrangements are principally<br>for property, most notably a portfolio of office<br>premises and employee accommodation,<br>and for a global car fleet, utilised primarily<br>by our sales and marketing teams.<br>The lease liability and corresponding<br>right-of-use asset arising from a lease are<br>initially measured on a present value basis.<br>Lease liabilities include the net present value<br>of the following lease payments:<br>• fixed payments, less any lease<br>incentives receivable<br>• variable lease payments that depend on an<br>index or a rate, initially measured using the<br>index or rate as at the commencement date<br>• the exercise price of a purchase option if<br>the Group is reasonably certain to exercise<br>that option<br>• payments of penalties for terminating the<br>lease, if the lease term reflects the Group<br>exercising that option, and<br>• amounts expected to be payable by the<br>Group under residual value guarantees.<br>Right-of-use assets are measured at cost<br>comprising the following:<br>• the amount of the initial measurement of<br>lease liability<br>• any lease payments made at or before<br>the commencement date less any lease<br>incentives received<br>• any initial direct costs, and<br>• restoration costs.<br>Judgements made in calculating the<br>lease liability include assessing whether<br>arrangements contain a lease and determining<br>the lease term. Extension and termination<br>options have been considered when<br>determining the lease term, along with all<br>facts and circumstances that may create an<br>economic incentive to exercise an extension<br>option, or not exercise a termination option.<br>Extension periods (or periods after termination<br>options) are only included in the lease term if<br>the lease is reasonably certain to be extended<br>(or not terminated).<br>The lease payments are discounted using<br>incremental borrowing rates, as in the majority<br>of leases held by the Group the interest rate<br>implicit in the lease is not readily identifiable.<br>Calculating the discount rate is an estimate<br>made in calculating the lease liability. This rate<br>is the rate that the Group would have to pay<br>to borrow the funds necessary to obtain an<br>asset of similar value to the right-of-use asset<br>in a similar economic environment with similar<br>terms, security and conditions. To determine<br>the incremental borrowing rate, the Group<br>uses a risk-free interest rate adjusted for<br>credit risk, adjusting for terms specific to the<br>lease including term, country and currency.<br>The Group is exposed to potential future<br>increases in variable lease payments that are<br>based on an index or rate, which are initially<br>measured as at the commencement date,<br>with any future changes in the index or rate<br>excluded from the lease liability until they<br>take effect. When adjustments to lease<br>payments based on an index or rate take<br>effect, the lease liability is reassessed and<br>adjusted against the right-of-use asset.<br>Lease payments are allocated between<br>principal and finance cost. The finance cost<br>is charged to the Consolidated Statement<br>of Comprehensive Income over the lease<br>period so as to produce a constant periodic<br>rate of interest on the remaining balance of<br>the liability for each period.<br>Contracts may contain both lease and<br>non-lease components. The Group allocates<br>the consideration in the contract to the lease<br>and non-lease components based on their<br>relative standalone prices.<br>Right-of-use assets are generally depreciated<br>over the shorter of the asset’s useful life and<br>the lease term on a straight-line basis. If the<br>Group is reasonably certain to exercise a<br>purchase option, the right-of-use asset is<br>depreciated over the underlying asset’s<br>useful life. It is impractical to calculate average<br>asset lives exactly. However, the total lives<br>range from approximately 10 to 50 years for<br>buildings, and three to 15 years for motor<br>vehicles and other assets.<br>There are no material lease agreements under<br>which the Group is a lessor.<br>Business combinations and goodwill<br>In assessing whether an acquired set of assets<br>and activities is a business or an asset,<br>management will first elect whether to apply<br>an optional concentration test to simplify the<br>assessment. Where the concentration test<br>is applied, the acquisition will be treated as<br>the acquisition of an asset if substantially all<br>of the fair value of the gross assets acquired<br>(excluding cash and cash equivalents,<br>deferred tax assets, and related goodwill)<br>is concentrated in a single asset or group<br>of similar identifiable assets.<br>Where the concentration test is not applied, or<br>is not met, a further assessment of whether<br>the acquired set of assets and activities is a<br>business will be performed.<br>AstraZeneca Annual Report & Form 20-F Information 2025 133<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Group Accounting Policies
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Group Accounting Policies continued<br>KJ The determination of whether an<br>acquired set of assets and activities is a<br>business or an asset can be judgemental,<br>particularly if the target is not producing<br>outputs. Management uses a number of<br>factors to make this determination, which<br>are primarily focused on whether the<br>acquired set of assets and activities include<br>substantive processes that mean the set is<br>capable of being managed for the purpose<br>of providing a return. Key determining factors<br>include the stage of development of any<br>assets acquired, the readiness and ability<br>of the acquired set to produce outputs and<br>the presence of key experienced employees<br>capable of conducting activities required<br>to develop or manufacture the assets.<br>Typically, the specialised nature of many<br>pharmaceutical assets and processes is<br>such that until assets are substantively ready<br>for production and promotion, there are not<br>the required processes for a set of assets and<br>activities to meet the definition of a business<br>in IFRS 3 ‘Business Combinations’.<br>On acquiring a business, fair values are<br>assigned to identifiable assets and liabilities<br>by the application of judgement. Contingent<br>liabilities are recognised at fair value unless it<br>cannot be measured reliably.<br>Where not all of the equity of a subsidiary<br>is acquired, the non-controlling interest is<br>recognised either at fair value or at the<br>non-controlling interest’s proportionate<br>share of the net assets of the subsidiary,<br>on a case-by-case basis.<br>The timing and amount of future contingent<br>elements of consideration is an estimate.<br>Contingent consideration, which may include<br>development and launch milestones, revenue<br>threshold milestones and revenue-based<br>royalties, is fair valued at the date of acquisition<br>using decision-tree analysis with key inputs<br>including probability of success, consideration<br>of potential delays and revenue projections<br>based on the Group’s internal forecasts.<br>Unsettled amounts of consideration are held<br>at fair value within payables with changes in<br>fair value recognised immediately in profit.<br>Goodwill is the difference between the fair<br>value of the consideration and the fair value<br>of net assets acquired.<br>Goodwill arising on acquisitions is capitalised<br>and subject to an impairment review, both<br>annually and when there is an indication that<br>the carrying value may not be recoverable.<br>Subsidiaries<br>A subsidiary is an entity controlled, directly<br>or indirectly, by AstraZeneca PLC. Control<br>is regarded as the exposure or rights to the<br>variable returns of the entity when combined<br>with the power to affect those returns. Control<br>is normally evidenced by holding more than<br>50% of the share capital of the company,<br>however other agreements may be in<br>place that result in control where they give<br>AstraZeneca finance decision-making<br>authority over the relevant activities of<br>the company.<br>The financial results of subsidiaries are<br>consolidated from the date control is obtained<br>until the date that control ceases.<br>Inventories<br>Inventories are stated at the lower of cost<br>and net realisable value. The first in, first out<br>or an average method of valuation is used.<br>For finished goods and work in progress,<br>cost includes directly attributable costs<br>and certain overhead expenses (including<br>depreciation). Selling expenses and certain<br>other overhead expenses (principally central<br>administration costs) are excluded. Net<br>realisable value is determined as estimated<br>selling price less all estimated costs of<br>completion and costs to be incurred in<br>selling and distribution.<br>Write-downs of inventory occur in the general<br>course of business and are recognised in<br>Cost of sales for launched or approved<br>products and in Research and development<br>expense for products in development.<br>Trade and other receivables<br>Financial assets included in Trade and other<br>receivables are recognised initially at fair value.<br>The Group holds the Trade receivables with the<br>objective to collect the contractual cash flows<br>and therefore measures them subsequently<br>at amortised cost using the effective interest<br>method, less any impairment, based on<br>expected credit losses.<br>Trade receivables that are subject to debt<br>factoring arrangements are derecognised if<br>they meet the conditions for derecognition<br>detailed in IFRS 9 ‘Financial Instruments’.<br>Trade and other payables<br>Financial liabilities included in Trade and other<br>payables are recognised initially at fair value.<br>Subsequent to initial recognition they are<br>measured at amortised cost using the effective<br>interest method. Contingent consideration<br>payables are held at fair value within Level 3 of<br>the fair value hierarchy as defined in Note 13.<br>Financial instruments<br>The Group’s financial instruments include<br>Lease liabilities, Trade and other receivables<br>and payables, liabilities for contingent<br>consideration under business combinations,<br>and rights and obligations under employee<br>benefit plans which are dealt with in specific<br>accounting policies.<br>The Group’s other financial instruments include:<br>i) Cash and cash equivalents<br>Cash and cash equivalents comprise cash in<br>hand, current balances with banks and similar<br>institutions, and highly liquid investments<br>with maturities of three months or less when<br>acquired. They are readily convertible into<br>known amounts of cash and are held at<br>amortised cost under the hold to collect<br>classification, where they meet the hold to<br>collect ‘solely payments of principal and<br>interest’ test criteria under IFRS 9 ‘Financial<br>Instruments’. Those not meeting these criteria<br>are held at fair value through profit or loss.<br>Cash and cash equivalents in the Consolidated<br>Statement of Cash Flows include unsecured<br>bank overdrafts at the balance sheet date<br>where balances often fluctuate between a<br>cash and overdraft position (such overdrafts<br>are included within current Interest-bearing<br>loans and borrowings in the Consolidated<br>Statement of Financial Position).<br>ii) Fixed deposits<br>Fixed deposits, principally comprising funds<br>held with banks and other financial institutions,<br>are initially measured at fair value, plus direct<br>transaction costs, and are subsequently<br>measured at amortised cost using the<br>effective interest method at each reporting<br>date. Changes in carrying value are<br>recognised in the Consolidated Statement<br>of Comprehensive Income.<br>iii) Other investments<br>Investments are classified as fair value through<br>profit or loss (FVPL), unless the Group makes<br>an irrevocable election at initial recognition<br>for certain non-current equity investments<br>to present changes in Other comprehensive<br>income (FVOCI). If this election is made, there<br>is no subsequent reclassification of fair value<br>gains and losses to profit and loss following<br>the derecognition of the investment.<br>iv) Bank and other borrowings<br>The Group uses derivatives, principally interest<br>rate swaps, to hedge the interest rate exposure<br>inherent in a portion of its fixed interest rate<br>debt. In such cases the Group will either<br>designate the debt as FVPL when certain<br>criteria are met or as the hedged item under<br>a fair value hedge.<br>AstraZeneca Annual Report & Form 20-F Information 2025 134<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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If the debt instrument is designated as FVPL,<br>the debt is initially measured at fair value<br>(with direct transaction costs being included<br>in profit and loss as an expense) and is<br>remeasured to fair value at each reporting<br>date with changes in carrying value being<br>recognised in profit and loss (along with<br>changes in the fair value of the related<br>derivative), with the exception of changes in<br>the fair value of the debt instrument relating<br>to own credit risk which are recorded in<br>Other comprehensive income in accordance<br>with IFRS 9 ‘Financial Instruments’. Such a<br>designation has been made where this<br>significantly reduces an accounting mismatch<br>which would result from recognising gains<br>and losses on different bases.<br>If the debt is designated as the hedged<br>item under a fair value hedge, the debt is<br>initially measured at fair value (with direct<br>transaction costs being amortised over the<br>life of the debt) and is remeasured for fair<br>value changes in respect of the hedged<br>risk at each reporting date with changes in<br>carrying value being recognised in profit<br>and loss (along with changes in the fair value<br>of the related derivative).<br>If the debt is designated in a cash flow hedge,<br>the debt is measured at amortised cost (with<br>gains or losses taken to profit and loss and<br>direct transaction costs being amortised over<br>the life of the debt). The related derivative is<br>remeasured for fair value changes at each<br>reporting date with the portion of the gain or<br>loss on the derivative that is determined to<br>be an effective hedge recognised in Other<br>comprehensive income. The amounts that<br>have been recognised in Other comprehensive<br>income are reclassified to profit and loss in<br>the same period that the hedged forecast<br>cash flows affect profit. The reclassification<br>adjustment is included in Finance expense<br>in the Consolidated Statement of<br>Comprehensive Income.<br>Other interest-bearing loans are initially<br>measured at fair value (with direct transaction<br>costs being amortised over the life of the loan)<br>and are subsequently measured at amortised<br>cost using the effective interest method at<br>each reporting date. Changes in carrying<br>value are recognised in the Consolidated<br>Statement of Comprehensive Income.<br>v) Derivatives<br>Derivatives are initially measured at fair value<br>(with direct transaction costs being included<br>in profit and loss as an expense) and are<br>subsequently remeasured to fair value at each<br>reporting date. Changes in carrying value<br>of derivatives not designated in hedging<br>relationships are recognised in profit and loss.<br>The Group has agreements with some bank<br>counterparties whereby the parties agree<br>to post cash collateral, for the benefit of the<br>other, equivalent to the market valuation<br>of all of the derivative positions above a<br>predetermined threshold. Cash collateral<br>received from counterparties is included<br>within current Interest-bearing loans and<br>borrowings within the Consolidated Statement<br>of Financial Position. Cash collateral pledged<br>to counterparties is recognised as a financial<br>asset and is included in current Other<br>investments within the Consolidated Statement<br>of Financial Position. Cash collateral received<br>is included in Movement in short-term<br>borrowings within financing activities in the<br>Consolidated Statement of Cash Flows. Cash<br>collateral paid is included in Movements in<br>short-term investments within investing<br>activities in the Consolidated Statement of<br>Cash Flows. The cash flow presentation<br>of cash paid and received follows the<br>Consolidated Statement of Financial Position<br>presentation of the financial asset and<br>financial liability that is recognised from<br>posting the collateral.<br>Foreign currencies<br>Foreign currency transactions, being<br>transactions denominated in a currency<br>other than an individual Group entity’s<br>functional currency, are translated into the<br>relevant functional currencies of individual<br>Group entities at average rates for the<br>relevant monthly accounting periods, which<br>approximate to actual rates.<br>Monetary assets and liabilities arising from<br>foreign currency transactions are retranslated<br>at exchange rates prevailing at the reporting<br>date. Exchange gains and losses on loans and<br>on short-term foreign currency borrowings<br>and deposits are included within Finance<br>expense. Exchange differences on all other<br>foreign currency transactions are recognised<br>in Operating profit in the individual Group<br>entity’s accounting records.<br>Non-monetary items arising from foreign<br>currency transactions are not retranslated<br>in the individual Group entity’s<br>accounting records.<br>In the Consolidated Financial Statements,<br>income and expense items for Group entities<br>with a functional currency other than US<br>dollars are translated into US dollars at average<br>exchange rates, which approximate to actual<br>rates, for the relevant accounting periods.<br>Assets and liabilities are translated at the<br>US dollar exchange rates prevailing at the<br>reporting date. Exchange differences arising<br>on consolidation are recognised in Other<br>comprehensive income.<br>If certain criteria are met, non-US dollar-denominated loans or derivatives are<br>designated as net investment hedges of<br>foreign operations. Exchange differences<br>arising on retranslation of net investments,<br>and of foreign currency loans which are<br>designated in an effective net investment<br>hedge relationship, are recognised in Other<br>comprehensive income in the Consolidated<br>Financial Statements. Foreign exchange<br>derivatives hedging net investments in<br>foreign operations are carried at fair value.<br>Effective fair value movements are recognised<br>in Other comprehensive income, with any<br>ineffectiveness taken to profit. Gains and<br>losses accumulated in the translation reserve<br>will be recycled to profit and loss when the<br>foreign operation is sold.<br>Provisions<br>Provisions are recognised when there is either<br>a legal or constructive present obligation as<br>a result of a past event, it is probable that<br>an outflow of economic resources will be<br>required to settle the obligation and a reliable<br>estimate can be made of the amount of the<br>obligation. If the effect of the time value of<br>money is material, provisions are discounted<br>at the relevant pre-tax discount rate. Where<br>provisions are discounted, the increase in<br>the provision resulting from the passage of<br>time is recognised as a finance cost.<br>Litigation and environmental liabilities<br>AstraZeneca is involved in legal disputes,<br>the settlement of which may involve cost to<br>the Group. A provision is made where an<br>adverse outcome is probable and associated<br>costs, including related legal costs, can be<br>estimated reliably. Determining the timing of<br>recognition of when an adverse outcome is<br>probable is considered a Key Judgement,<br>refer to Note 30 to the Financial Statements<br>on page 181.<br>Where it is considered that the Group is more<br>likely than not to prevail, or in the extremely<br>rare circumstances where the amount of the<br>legal liability cannot be estimated reliably,<br>legal costs involved in defending the claim are<br>charged to the Consolidated Statement of<br>Comprehensive Income as they are incurred.<br>Where it is considered that the Group has<br>a valid contract which provides the right<br>to reimbursement (from insurance or<br>otherwise) of legal costs and/or all or part<br>of any loss incurred or for which a provision<br>has been established, the amount expected<br>to be received is recognised as an asset only<br>when it is virtually certain.<br>AstraZeneca Annual Report & Form 20-F Information 2025 135<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Group Accounting Policies
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AstraZeneca is exposed to environmental<br>liabilities relating to its past operations,<br>principally in respect of soil and groundwater<br>remediation costs. Provisions for these costs<br>are made when there is a present obligation<br>and where it is probable that expenditure on<br>remedial work will be required and a reliable<br>estimate can be made of the cost.<br>Restructuring<br>Restructuring costs are incurred in<br>programmes that are planned and controlled<br>by the Group which materially change either<br>the scope of a business undertaken by the<br>Group, or the manner in which that business<br>is conducted.<br>A provision for restructuring costs is<br>recognised when a detailed formal plan is in<br>place and has either been announced to those<br>affected or has started to be implemented.<br>The general recognition criteria for provisions<br>must also be met, as described in the<br>Provisions policy.<br>Impairment<br>The carrying values of non-financial assets,<br>other than Inventories and Deferred tax assets,<br>are reviewed at least annually for indicators<br>of impairment. For Goodwill, Intangible assets<br>in development and any other assets where<br>such indication exists, the asset’s recoverable<br>amount is estimated based on the greater of<br>its value in use and its fair value less cost to<br>sell. In assessing the recoverable amount, the<br>estimated future cash flows, adjusted for the<br>risks associated with the probability of success<br>specific to each asset, as well as inflationary<br>impacts, are discounted to their present value<br>using a nominal discount rate that reflects<br>current market assessments of the time<br>value of money, the general risks affecting<br>the pharmaceutical industry and other risks<br>specific to each asset. For the purpose of<br>impairment testing, assets are grouped<br>together into the smallest group of assets<br>that generates cash inflows from continuing<br>use that are largely independent of the cash<br>flows of other assets. Impairment losses are<br>recognised immediately in the Consolidated<br>Statement of Comprehensive Income.<br>Applicable accounting standards<br>and interpretations issued but not<br>yet adopted<br>At the date of authorisation of these Financial<br>Statements, certain new accounting standards<br>and amendments were in issue relating to<br>the following standards and interpretations<br>but not yet adopted by the Group:<br>• IFRS 18 ‘Presentation and Disclosure<br>in Financial Statements’ is effective for<br>accounting periods beginning on or after<br>1 January 2027 and will replace IAS 1<br>‘Presentation of Financial Statements’.<br>IFRS 18 sets out new presentation<br>requirements for the Statement of<br>Comprehensive Income, as well as more<br>stringent and additional requirements<br>on the aggregation, disaggregation and<br>categorisation of income and expenses<br>within the Statement of Comprehensive<br>Income. Additionally, alternative<br>performance measures included within the<br>Annual Report which meet the definition<br>of Management-defined Performance<br>Measures are required to be disclosed<br>within the Notes to the Financial Statements.<br>IFRS 18 was endorsed by the UKEB on<br>10 December 2025.<br>• The Group continues to advance with<br>the implementation of IFRS 18 and is well<br>progressed with the adoption impact<br>assessment. The Group is not seeking to<br>early adopt this new standard. However, as<br>a means of illustrating the impact of IFRS 18<br>on the presentation of the Group’s results<br>for the year ended 31 December 2025,<br>the currently expected IFRS 18 adoption<br>impacts for 2025 are shown in Note 1 to the<br>Financial Statements. The Group continues<br>to monitor IFRS 18 implementation<br>guidance in advance of adoption for the<br>accounting year beginning 1 January 2027.<br>In addition, the following amendments were<br>issued but not yet adopted:<br>• amendments to IFRS 9 ‘Financial<br>Instruments’ and IFRS 7 ‘Financial<br>Instruments: Disclosures’, effective for<br>periods beginning on or after 1 January<br>2026 – endorsed by the UKEB on 15 April<br>2025 and 23 July 2025.<br>Group Accounting Policies continued<br>AstraZeneca Annual Report & Form 20-F Information 2025 136<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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Notes to the Group Financial Statements<br>1 IFRS 18 ‘Presentation and Disclosure in Financial Statements’<br>IFRS 18 ‘Presentation and Disclosure in Financial Statements’ is effective for accounting periods beginning on or after 1 January 2027 and will<br>replace IAS 1 ‘Presentation of Financial Statements’. There are also consequential amendments to IAS 7 ‘Cash Flows’, IAS 8 ‘Accounting Policies,<br>Changes in Accounting Estimates and Errors’, IAS 33 ‘Earnings per Share’ and IAS 34 ‘Interim Financial Reporting’, also effective for accounting<br>periods beginning on or after 1 January 2027. The Group is well progressed with the impact assessment of the adoption of this new standard,<br>with the expected impact for the year ended 31 December 2025 detailed below.<br>The Group will apply IFRS 18 retrospectively, in accordance with IAS 8. The Group has not elected to utilise the option to change the measurement<br>of eligible investments in associates and joint ventures from the equity method to fair value through profit or loss at the date of transition.<br>The new standard introduces new requirements for the presentation, classification and disclosure of financial statement line items. The<br>requirements were introduced to help achieve comparability of the financial performance of similar entities and provide more relevant information<br>and transparency to users. The key changes include the requirement to classify all income and expense into one of five categories; operating,<br>investing, financing, taxation and discontinued operations, and introduces new mandated subtotals within the Consolidated Statement of<br>Comprehensive Income, including Operating profit, Profit before financing and income tax and Profit for the period. In addition, details of<br>management-defined performance measures (‘MPMs’) will now be disclosed as well as further detailed disclosure related to operating<br>expense by nature. The new standard also offers enhanced guidance on aggregation and disaggregation of financial information.<br>Although the adoption of IFRS 18 will have no impact on the Group’s Profit for the period or Total Revenue, the Group expects that grouping items<br>of income and expense in the Consolidated Statement of Profit or Loss into the new categories will impact how Operating profit is reported.<br>The Group does not have a specified main business activity as defined in IFRS 18.<br>Reconciliation of the Consolidated Statement of Profit or Loss – Illustrative under IFRS 18 for the year ended 31 December 2025<br>Existing Adjusted for<br>IAS 1 Transition IFRS 18<br>2025 adjustments 2025<br>IAS 1 presentation $m $m $m Expected IFRS 18 presentation<br>– Product Sales 55,573 – 55,573 – Product Sales<br>– Alliance Revenue 3,067 – 3,067 – Alliance Revenue<br>Product Revenue 58,640 – 58,640 Product Revenue<br>Collaboration Revenue 99 – 99 Collaboration Revenue<br>Total Revenue 58,739 – 58,739 Total Revenue<br>Cost of sales (10,633) 9 (10,624) Cost of sales<br>Gross profit 48,106 9 48,115 Gross profit<br>Distribution expense (579) – (579) Distribution expense<br>Research and development expense (14,232) – (14,232) Research and development expense<br> (12,529) (12,529) Selling and marketing expense<br>Selling, general and administrative expense (19,933) 12,529 (7,404) General and administrative expense<br>Other operating income and expense 381 13 394 Other operating income and expense<br>Operating profit 13,743 22 13,765 Operating profit<br> 343 343 Investing income<br> (7) (7) Share of after tax losses in associates and joint ventures<br> 14,101 14,101 Profit before financing and income tax<br>Finance income 360 (360)<br>Finance expense (1,694) (5) (1,699) Finance expense<br>Share of after tax losses in associates and joint ventures (7) 7<br>Profit before tax 12,402 – 12,402 Profit before tax<br>Taxation (2,169) – (2,169) Taxation<br>Profit for the period 10,233 – 10,233 Profit for the period<br>Explanation of the adjustments due to IFRS 18<br>Share of after tax losses in associates and joint ventures will be presented within the investing category of the Consolidated Statement of<br>Comprehensive Income, within the new subtotal of Profit or loss before financing and income tax which totals an expected $14,101m in 2025.<br>Returns on deposits and equity securities, and interest income on tax balances, previously reported within Finance income will be reclassified<br>under IFRS 18 to Investing income, totalling an expected $360m in 2025.<br>AstraZeneca Annual Report & Form 20-F Information 2025 137<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>1 IFRS 18 ‘Presentation and Disclosure in Financial Statements’ continued<br>Foreign exchange differences on cash and short-term deposits, previously included within Finance income and Finance expense, will be<br>classified within the investing category under IFRS 18, expected to result in a reduction to Finance expense and a decrease in Investing<br>income of $17m in 2025.<br>Gains and losses on certain designated hedges, previously included within Finance income and Finance expense, will be classified within the<br>operating category under IFRS 18, resulting in an expected reduction to Finance expense and an increase in Other operating income and<br>expense of $13m in 2025.<br>Under IFRS 18, Selling, general and administrative expense ($19,933m in 2025) will be disaggregated into Selling and marketing expense<br>($12,529m in 2025) and General and administrative expense ($7,404m in 2025).<br>Consolidated Statement of Cash Flows<br>The Consolidated Statement of Cash Flows under the amended IAS 7 requirements will start with Operating profit ($13,765m for 2025 under<br>IFRS 18), rather than the previous starting point of Profit before tax ($12,402m in 2025 under IAS 1), removing the need to add back Finance<br>income and expense ($1,334m in 2025) and Share of after tax losses of associates and joint ventures ($7m in 2025). In addition, Interest paid<br>($1,316m in 2025) will be reclassified to Cash flows from financing activities under IFRS 18, previously classified within Cash flows from<br>operating activities.<br>Operating expenses by nature<br>The Group currently presents expenses in the Consolidated Statement of Comprehensive Income by function. While IFRS 18 continues to permit<br>this presentation, it introduces additional disclosure requirements in the Notes to the Financial Statements. The following table presents 2025<br>operating expenses split by nature according to the requirements of IFRS 18.<br>Net impairment Employee Net inventory<br>Depreciation Amortisation charges benefits write-downs<br>$m $m $m $m $m<br>Total amount related to:<br>Cost of sales 404 86 3 1,633 314<br>Distribution expense 6 – – 43 –<br>Research and development expense 456 47 214 4,879 –<br>Selling and marketing expense 210 9 – 6,346 –<br>General and administrative expense 205 4,064 26 1,759 –<br>Other operating income and expense 2 1 – 78 –<br>Total amount relating to operating category 1,283 4,207 243 14,738 314<br>The amounts disclosed are those expensed during the year, except for depreciation and employee benefits which include amounts capitalised<br>to inventory and software development costs.<br>Management-defined performance measures (MPMs)<br>The Group has identified Core Gross profit ($48,039m in 2025 under IFRS 18), Core Operating profit ($18,500m in 2025 under IFRS 18) and<br>Core Profit attributable to owners of the Parent (numerator of core basic earnings per share, $14,201m in 2025 under IFRS 18) as MPMs used<br>in its public communications to communicate management’s view of an aspect of the operating performance of the Group as a whole. These<br>measures are not specifically required to be presented or disclosed by IFRS, which means they may not be directly comparable with similarly<br>labelled or described measures by other entities.<br>The reported IFRS results are adjusted to exclude certain significant items. In determining the adjustments to arrive at the Core result, we use<br>a set of established principles relating to the nature or materiality of individual items or groups of items, excluding, for example, events which<br>are (i) outside the normal course of business, (ii) incurred in a pattern that is unrelated to the trends in the underlying financial performance<br>of our ongoing business, or (iii) related to major acquisitions, to ensure that investors’ ability to evaluate and analyse the underlying financial<br>performance of our ongoing business is enhanced. Group management believes that these adjusted measures offer a relevant alternative<br>perspective on the Group’s underlying operating performance by excluding the effects of the above mentioned items that are not indicative<br>of the ongoing business activities. Group management considers this useful for understanding profitability trends and for evaluating the<br>Group’s ability to generate sustainable earnings from its core operations.<br>AstraZeneca Annual Report & Form 20-F Information 2025 138<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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Our Core adjustments are summarised as:<br>Restructuring costs, including charges and provisions related to our global restructuring programmes on our capitalised manufacturing facilities<br>and IT assets. These can take place over multiple reporting periods, given the long life-cycle of our business.<br>Why we use them: We adjust for these charges and provisions because they primarily reflect the financial impact of change to legacy<br>arrangements, rather than the underlying performance of our ongoing business.<br>Intangible amortisation and impairments, including impairment reversals but excluding any charges relating to IT assets. Intangibles generally<br>arise from business combinations and individual licence acquisitions.<br>Why we use them: We adjust for these charges because their pattern of recognition is largely uncorrelated with the underlying performance<br>of the business.<br>Other specified items, principally comprise acquisition-related costs and credits, which include the imputed finance charges and fair value<br>movements relating to contingent consideration on business combinations, imputed finance charges and remeasurement adjustments on certain<br>Other payables arising from intangible asset acquisitions, remeasurement adjustments relating to Other payables and debt items assumed<br>from the Alexion acquisition and legal settlements.<br>Why we use them: We adjust for these items to enable a more meaningful comparison of the performance of acquired businesses and products<br>to that of internally developed products, as well as removing charges whose pattern of recognition is largely uncorrelated to the underlying<br>performance of the business. It should be noted that some costs excluded from our Core results, such as intangible amortisation and finance<br>charges related to contingent consideration, will recur in future years, and other excluded items such as impairments and legal settlement costs,<br>along with other acquisition-related costs, may recur in the future.<br>Limitations: Core results exclude significant costs (such as restructuring, intangible amortisation and impairments, and other acquisition-related<br>adjustments), but incorporate associated benefits, including Product Sales arising from business combinations, asset acquisitions and assets<br>which have been amortised, as well as the benefits resulting from restructuring activities and, as such, they should not be regarded as a complete<br>picture of the Group’s financial performance, which is presented in its Reported results. The exclusion of the adjusting items may result in<br>Core earnings being materially higher or lower than Reported earnings.<br>2025 Reconciliation of Expected Reported (IFRS 18) results to Expected Core (IFRS 18) results<br>2025<br>Expected Intangible 2025<br>Reported Restructuring amortisation Expected Core<br>(IFRS 18) costs and impairments Other (IFRS 18)<br>$m $m $m $m $m<br>Gross profit 48,115 (138) 32 30 48,039<br>Income tax1 18 (3) (5)<br>Profit attributable to non-controlling interests – – –<br>Distribution expense (579) – – – (579)<br>Research and development expense (14,232) 171 236 3 (13,822)<br>Selling and marketing expense (12,529) 40 – 1 (12,488)<br>General and administrative expense (7,404) 169 4,059 130 (3,046)<br>Other operating income and expense 394 (5) – 7 396<br>Operating profit 13,765 237 4,327 171 18,500<br>Income tax1 (68) (825) (58)<br>Profit attributable to non-controlling interests – – –<br>Net investing 336 – – – 336<br>Profit before financing and income tax 14,101 237 4,327 171 18,836<br>Finance expense (1,699) – – 242 (1,457)<br>Taxation (2,169) (68) (825) (108) (3,170)<br>Profit for the period 10,233 169 3,502 305 14,209<br>Profit attributable to non-controlling interests (8) – – – (8)<br>Profit attributable to owners of the Parent 10,225 169 3,502 305 14,201<br>Income tax1 (68) (825) (108)<br>Profit attributable to non-controlling interests – – –<br>Basic earnings per $0.25 Ordinary Share $6.60 $0.11 $2.26 $0.19 $9.16<br>1 The income tax effect for each adjusting item is calculated at the statutory tax rate applicable to that item in the relevant jurisdiction.<br>AstraZeneca Annual Report & Form 20-F Information 2025 139<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>2 Revenue<br>Product Sales 2025 2024 2023<br>Emerging Rest of Emerging Rest of Emerging Rest of<br>US Markets Europe World Total US Markets Europe World Total US Markets Europe World Total<br>$m $m $m $m $m $m $m $m $m $m $m $m $m $m $m<br>Oncology:<br>Tagrisso 3,064 1,971 1,423 796 7,254 2,763 1,755 1,301 761 6,580 2,276 1,621 1,120 782 5,799<br>Imfinzi 3,509 640 1,239 675 6,063 2,603 479 948 687 4,717 2,171 355 742 751 4,019<br>Calquence 2,339 233 784 162 3,518 2,190 153 656 130 3,129 1,815 98 493 108 2,514<br>Lynparza 1,434 669 914 262 3,279 1,332 655 832 253 3,072 1,254 542 734 281 2,811<br>Enhertu – 668 207 102 977 – 350 126 69 545 – 169 60 32 261<br>Zoladex 19 842 157 88 1,106 16 795 148 99 1,058 14 687 133 118 952<br>Truqap 586 23 85 34 728 408 2 12 8 430 6 – – – 6<br>Imjudo 227 22 52 45 346 180 16 36 49 281 146 5 16 51 218<br>Datroway – 2 – – 2 – – – – – – – – – –<br>Others 9 280 19 117 425 18 297 23 125 463 37 351 34 143 565<br> 11,187 5,350 4,880 2,281 23,698 9,510 4,502 4,082 2,181 20,275 7,719 3,828 3,332 2,266 17,145<br>Cardiovascular, Renal & Metabolism:<br>Farxiga 1,730 3,324 2,941 405 8,400 1,750 2,853 2,634 419 7,656 1,451 2,211 1,881 420 5,963<br>Crestor 45 1,041 1 129 1,216 46 934 37 136 1,153 55 862 52 138 1,107<br>Brilinta 393 273 147 10 823 751 294 268 20 1,333 744 285 271 24 1,324<br>Lokelma 301 129 129 139 698 256 86 92 108 542 214 50 58 90 412<br>Seloken – 586 18 3 607 – 589 13 3 605 1 621 11 7 640<br>Roxadustat – 274 – – 274 – 331 – – 331 – 271 – – 271<br>Wainua 204 4 4 – 212 85 – – – 85 – – – – –<br>Others 49 262 158 65 534 187 252 226 78 743 287 286 230 65 868<br> 2,722 5,893 3,398 751 12,764 3,075 5,339 3,270 764 12,448 2,752 4,586 2,503 744 10,585<br>Respiratory & Immunology:<br>Symbicort 1,193 801 560 331 2,885 1,187 805 559 328 2,879 726 753 549 334 2,362<br>Fasenra 1,195 117 482 187 1,981 1,049 92 404 144 1,689 992 64 355 142 1,553<br>Breztri 614 298 191 96 1,199 516 245 143 74 978 383 161 81 52 677<br>Tezspire – 40 297 121 458 – 11 156 81 248 – 1 48 37 86<br>Saphnelo 596 16 49 25 686 425 7 26 16 474 260 2 8 10 280<br>Pulmicort 5 414 63 36 518 6 568 71 37 682 28 575 68 42 713<br>Airsupra 162 4 – – 166 66 – – – 66 2 – – – 2<br>Others 75 133 59 7 274 167 169 57 7 400 156 215 55 8 434<br> 3,840 1,823 1,701 803 8,167 3,416 1,897 1,416 687 7,416 2,547 1,771 1,164 625 6,107<br>Vaccines & Immune Therapies:<br>Beyfortus 184 – 94 3 281 232 – 84 2 318 87 – 19 – 106<br>Synagis (3) 214 50 31 292 (8) 210 116 129 447 (1) 195 175 177 546<br>FluMist 28 5 210 29 272 28 1 204 25 258 23 1 188 4 216<br>Others – 1 – – 1 28 2 5 – 35 – 16 14 114 144<br> 209 220 354 63 846 280 213 409 156 1,058 109 212 396 295 1,012<br>Rare Disease:<br>Ultomiris 2,667 261 1,053 737 4,718 2,261 141 884 638 3,924 1,750 71 668 476 2,965<br>Soliris 1,092 405 200 140 1,837 1,523 443 416 206 2,588 1,734 424 670 317 3,145<br>Strensiq 1,332 104 123 119 1,678 1,167 54 99 96 1,416 937 40 89 86 1,152<br>Koselugo 219 228 161 54 662 212 177 103 39 531 195 59 53 24 331<br>Others 113 40 67 11 231 100 34 66 9 209 85 29 49 8 171<br> 5,423 1,038 1,604 1,061 9,126 5,263 849 1,568 988 8,668 4,701 623 1,529 911 7,764<br>Other:<br>Nexium 67 611 50 88 816 96 591 60 120 867 115 578 53 199 945<br>Others (4) 121 34 5 156 15 144 43 4 206 18 153 52 8 231<br> 63 732 84 93 972 111 735 103 124 1,073 133 731 105 207 1,176<br>Product Sales 23,444 15,056 12,021 5,052 55,573 21,655 13,535 10,848 4,900 50,938 17,961 11,751 9,029 5,048 43,789<br>AstraZeneca Annual Report & Form 20-F Information 2025 140<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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SE Rebates and chargebacks in the US<br>The major market where estimates are seen as significant is the US. When invoicing Product Sales in the US, we estimate the rebates and<br>chargebacks we expect to pay and we consider there to be a significant estimate associated with the rebates for Managed Care, Medicaid and<br>Medicare Part D. The total adjustment in respect of prior year net US Product Sales in 2025 was 0.7% (2024: 0.6%; 2023: 1.0%); this represents<br>the difference between our prior year estimates for rebates and chargebacks against actual amounts paid for the US business. The most<br>significant of these relate to the Medicaid and state programmes with an adjustment in respect of prior year net US Product Sales in 2025 of 0.2%<br>(2024: 0.1%; 2023: 0.3%) and Managed Care and Medicare of 0.4% (2024: 0.6%; 2023: 0.5%).<br>The adjustment in respect of the prior year net US Product Sales, excluding the Rare Disease therapy area in 2025, was 0.9% (2024: 0.8%;<br>2023: 1.4%), with Medicaid and state programmes of 0.2% (2024: 0.1%; 2023: 0.4%) and Managed Care and Medicare of 0.5% (2024: 0.7%;<br>2023: 0.7%).<br>These values demonstrate the level of sensitivity; further meaningful sensitivity is not able to be provided due to the large volume of variables<br>that contribute to the overall rebates, chargebacks, returns and other revenue accruals. These variables include assumptions in respect of<br>aggregate future sales levels, segment mix and customers’ contractual performance, and in addition for Managed Care, US Medicaid and<br>Medicare Part D, the channel inventory levels, and assumptions related to lag time. These assumptions are built up on a product-by-product and<br>customer-by-customer basis, taking into account specific contract provisions coupled with expected performance, and are then aggregated<br>into a weighted average rebate accrual rate for each of our products. Accrual rates are reviewed and adjusted on an as-needed basis. There may<br>be further adjustments when actual rebates are invoiced based on utilisation information submitted to AstraZeneca (in the case of contractual<br>rebates) and claims/invoices are received (in the case of regulatory rebates and chargebacks).<br>Alliance Revenue 2025 2024 2023<br>$m $m $m<br>Enhertu 1,798 1,437 1,022<br>Tezspire 673 436 259<br>Beyfortus 422 237 57<br>Datroway 77 – –<br>Other royalty income 92 91 81<br>Other Alliance Revenue 5 11 9<br> 3,067 2,212 1,428<br>Collaboration Revenue 2025 2024 2023<br>$m $m $m<br>Farxiga: sales milestones 87 56 29<br>Lynparza: sales milestone – 600 –<br>Beyfortus: sales milestones – 167 27<br>Koselugo: sales milestone – 100 –<br>Lynparza: regulatory milestones – – 245<br>COVID-19 mAbs: licence fees – – 180<br>Beyfortus: regulatory milestones – – 71<br>tralokinumab: sales milestones – – 20<br>Other Collaboration Revenue 12 – 22<br> 99 923 594<br>3 Operating profit<br>Operating profit includes the following significant items:<br>Cost of sales<br>In 2025, Cost of sales includes a charge of $25m (2024: $nil; 2023: $114m) in relation to the release, in line with sales, of fair value uplift to<br>inventory that was recognised under IFRS 3 ‘Business Combinations’.<br>Selling, general and administrative expense<br>In 2025, Selling, general and administrative expense includes a credit of $44m (2024: charge of $260m; 2023: charge of $520m) resulting from<br>changes in the fair value of contingent consideration arising from the acquisition of the diabetes alliance from Bristol-Myers Squibb Company<br>(BMS). These adjustments reflect revised estimates for future sales performance for the products acquired and, as a result, revised estimates<br>for future royalties payable.<br>In 2025, Selling, general and administrative expense also includes a charge of $218m (2024: $48m; 2023: $1,013m) relating to a number of legal<br>proceedings, including settlements in various jurisdictions in relation to several marketed products (see Note 30).<br>Research and development expense: Government grants<br>During the year $nil (2024: $nil; 2023: $74m) of government grants were recognised within Research and development expense relating<br>to Vaxzevria.<br>AstraZeneca Annual Report & Form 20-F Information 2025 141<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>3 Operating profit continued<br>Depreciation, impairment, amortisation and provision charges<br>The following items have been included in Operating profit:<br>2025 2024 2023<br>$m $m $m<br>Depreciation of Property, plant and equipment (Note 8) 879 799 733<br>Impairment of Property, plant and equipment (Note 8) 13 42 8<br>Depreciation of Right-of-use assets (Note 9) 404 343 275<br>Impairment of Right-of-use assets (Note 9) – 7 14<br>Amortisation of Intangible assets (Note 11) 4,207 3,923 3,926<br>Net impairment of Intangible assets (Note 11) 230 1,574 434<br>Net charges to Provisions, net of reversals (Note 21) 541 513 1,313<br>Other operating income and expense 2025 2024 2023<br>$m $m $m<br>Royalty income 160 103 107<br>Gains on disposal of Intangible assets 168 64 251<br>Net (losses)/gains on disposal of other non-current assets (14) (4) 41<br>Update to the contractual relationships for Beyfortus – – 712<br>Other income1 201 210 393<br>Other expense (134) (121) (164)<br>Other operating income and expense 381 252 1,340<br>1 Other income in 2025 includes $nil of income from Allergan Plc. in respect of the development of brazikumab (2024: $nil; 2023: $75m).<br>Gains on disposal of intangible assets in 2023 includes $241m on disposal of commercial rights to Pulmicort Flexhaler to Cheplapharm<br>Arzneimittel GmbH in the US.<br>As part of the total consideration received in respect of the agreement to sell US rights to Synagis in 2019, $400m in total was received<br>related to the rights to participate in the future cash flows from the US profits or losses for Beyfortus, with $190m cash inflows in 2023 primarily<br>relating to a cash receipt from Swedish Orphan Biovitrum AB (Sobi) following achievement of a regulatory milestone. All associated cash<br>flows have been presented within investing activities as the Group has received the cash in exchange for agreeing to transfer future cash<br>flows relating to an intangible asset. In 2023, the contractual relationship between AstraZeneca and Sobi relating to future sales of Beyfortus<br>in the US was replaced by a royalty relationship between Sanofi Pasteur, Inc. and Sobi. As a result, in 2023 the Profit Participation Liability<br>was extinguished and derecognised from the Consolidated Statement of Financial Position, with a gain of $712m recorded in Other operating<br>income and expense.<br>Restructuring costs<br>In conjunction with the acquisition of Alexion in 2021, the enlarged Group initiated the Post Alexion Acquisition Group Review (PAAGR); a global<br>restructuring programme aimed at integrating systems, structure and processes, optimising the global footprint and prioritising resource<br>allocations and investments. During 2023, the Group identified all remaining activities and finalised the scope of the programme. During 2024,<br>the Group undertook a further assessment of those planned activities. This included the commencement of work on the planned upgrade of<br>the Group’s Enterprise Resource Planning IT systems (Axial Project), which is expected to be substantially complete by the end of 2030. The<br>Group has also continued to progress other legacy restructuring programmes.<br>During 2025, the Group has incurred $237m of restructuring costs, of which $232m resulted from activities that are part of the PAAGR, bringing<br>the cumulative charges under this programme to $3,414m. Costs in 2025 included a $138m credit to Cost of sales primarily due to the reversal<br>of inventory and related product provisions related to Andexxa following the decision to cease promotional activities, $209m expense within<br>Selling, general and administrative expense in relation to severance, HR, Finance, IT and other integration costs and $171m expense within<br>Research and development expense in relation to severance as well as the transformation of clinical, regulatory and other R&D data and systems.<br>Total restructuring costs in 2025 includes a net impairment reversal to Property, plant and equipment of $3m (2024: charge of $43m; 2023:<br>charge of $7m).<br>The tables below show the costs that have been charged in respect of restructuring programmes by cost category and type. Severance provisions<br>are detailed in Note 21.<br>2025 2024 2023<br>$m $m $m<br>Cost of sales (138) 569 109<br>Research and development expense 171 275 212<br>Selling, general and administrative expense 209 312 207<br>Other operating income and expense (5) (2) (61)<br>Total charge 237 1,154 467<br>AstraZeneca Annual Report & Form 20-F Information 2025 142<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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2025 2024 2023<br>$m $m $m<br>Severance costs 100 213 57<br>Accelerated depreciation and impairment charges 11 64 68<br>Other1 126 877 342<br>Total charge 237 1,154 467<br>1 Other costs are those incurred in designing and implementing the Group’s various restructuring initiatives. In 2024, Other costs included $480m for inventory and related product provisions<br>related to Andexxa following the decision to cease promotional activities which were partly reversed in 2025 following revised sales forecasts. In 2025, Other costs include the costs of<br>integrating systems, structure and processes as part of the PAAGR, costs relating to the Alexion acquisition, internal project costs and external service fees.<br>Financial instruments<br>Included within Operating profit are the following net gains and losses on financial instruments:<br>2025 2024 2023<br>$m $m $m<br>Gains/(losses) on forward foreign exchange contracts 190 (81) 42<br>Losses on receivables and payables (190) (143) (260)<br>Total – (224) (218)<br>4 Finance income and expense 2025 2024 2023<br>$m $m $m<br>Finance income<br>Returns on deposits and equity securities 280 339 291<br>Fair value gains on debt and interest rate swaps – 113 43<br>Interest income on income tax balances 80 6 10<br>Total 360 458 344<br>Finance expense<br>Interest on debt, leases and other financing costs (1,335) (1,391) (1,132)<br>Net interest on post-employment defined benefit plan net liabilities (Note 22) (51) (50) (38)<br>Net exchange losses (31) (42) (34)<br>Discount unwind on contingent consideration arising from business combinations (Note 20) (60) (113) (132)<br>Discount unwind on other long-term liabilities1 (138) (116) (200)<br>Fair value losses on debt and interest rate swaps (49) (18) (3)<br>Interest expense on income tax balances (30) (12) (87)<br>Total (1,694) (1,742) (1,626)<br>Net finance expense (1,334) (1,284) (1,282)<br>1 Included within Discount unwind on other long-term liabilities is $nil relating to the Acerta Pharma B.V. (Acerta Pharma) share purchase liability (2024: $nil; 2023: $55m) and the discount<br>unwind of other payables of $116m (2024: $91m; 2023: $100m) that have arisen from intangible asset additions, see Note 20 for further details.<br>There was no interest capitalised during the year.<br>Financial instruments<br>Included within Finance income and expense are the following net gains and losses on financial instruments:<br>2025 2024 2023<br>$m $m $m<br>Interest and fair value adjustments in respect of debt designated at fair value through profit or loss, net of derivatives (46) 107 13<br>Interest and changes in carrying values of debt designated as hedged items in fair value hedges, net of derivatives (76) (38) –<br>Interest and fair value changes on fixed and short-term deposits, equity securities, other derivatives and tax balances 314 306 177<br>Interest on debt, commercial paper, overdrafts and lease liabilities held at amortised cost (1,177) (1,251) (1,004)<br>The Group held derivatives that economically hedged a debt instrument designated at fair value through profit or loss. Both the derivatives and<br>debt instrument matured in 2023. The Interest and fair value adjustments in respect of debt designated at fair value through profit or loss, net<br>of derivatives, includes the following amounts related to these matured instruments: derivatives $nil (2024: $nil; 2023: loss of $1m) and debt<br>$nil (2024: $nil; 2023: gain of $7m).<br>AstraZeneca Annual Report & Form 20-F Information 2025 143<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>5 Taxation<br>Taxation charge/(credit) recognised in the Consolidated Statement of Comprehensive Income is as follows:<br>2025 2024 2023<br>$m $m $m<br>Current tax<br>Current year 2,199 2,314 2,417<br>Pillar Two income tax charge 194 238 –<br>Adjustment to prior years (60) (107) 28<br>Total 2,333 2,445 2,445<br>Deferred tax<br>Origination and reversal of temporary differences (117) (818) (1,473)<br>Adjustment to prior years (47) 23 (34)<br>Total (164) (795) (1,507)<br>Taxation charge recognised in the profit for the year 2,169 1,650 938<br>Taxation (charge)/credit recognised in Other comprehensive income is as follows:<br>2025 2024 2023<br>$m $m $m<br>Current and deferred tax<br>Items that will not be reclassified to profit and loss:<br>Remeasurement of the defined benefit liability (69) (23) 102<br>Equity investments measured at fair value through Other comprehensive income (25) (20) (1)<br>Total (94) (43) 101<br>Items that may be reclassified subsequently to profit and loss:<br>Foreign exchange arising on designated liabilities in net investment hedges (66) 28 (24)<br>Fair value movement on cash flow hedges 16 (3) 12<br>Total (50) 25 (12)<br>Taxation (charge)/credit recognised in Other comprehensive income (144) (18) 89<br>The reported tax rate in the year was 18%.<br>Taxation has been provided at current rates on the profits earned for the years covered by the Group Financial Statements.<br>Factors affecting future tax charges<br>As a group with worldwide operations, AstraZeneca is subject to several factors that may affect future tax charges, principally the levels and mix<br>of profitability in different jurisdictions, transfer pricing regulations, tax rates imposed and tax regime reforms.<br>Tax reconciliation to UK statutory rate<br>The table below reconciles the UK statutory tax charge to the Group’s total tax charge:<br>2025 2024 2023<br>$m $m $m<br>Profit before tax 12,402 8,691 6,899<br>Notional taxation charge at UK corporation tax rate of 25% (2024: 25%; 2023: 23.5%) 3,101 2,173 1,621<br>Differences in effective overseas tax rates (168) (60) (224)<br>Deferred tax credit relating to change in tax rates1 (23) (24) (66)<br>Unrecognised deferred tax asset2 86 104 341<br>Items not deductible for tax purposes 101 64 46<br>Intellectual Property incentive regimes3 (655) (561) (367)<br>Pillar Two income taxes 194 238 –<br>Other items4 (360) (200) (406)<br>Adjustments to prior periods (107) (84) (7)<br>Total tax charge for the year 2,169 1,650 938<br>1 The 2023 item relates to the impact of the difference in the UK current and deferred tax rates during 2023.<br>2 This includes the non-recognition of deferred tax assets where it is not probable that there will be sufficient forecast future profits to utilise the assets. 3 The Group receives intellectual property incentives in certain jurisdictions. 4 Other items in 2025 includes the release of tax provisions due to updates to estimates of prior period tax liabilities following settlements with tax authorities and the expiry of the relevant<br>statute of limitations, and the impact of internal transfers of assets. Other items in 2024 includes a net credit following internal transfers of assets. Other items in 2023 include a favourable<br>adjustment of $828m to deferred taxes arising from a UK company undertaking an intragroup purchase of certain intellectual property offset by a charge of $422m mainly relating to<br>updates to tax liabilities following progress of reviews by tax authorities, administrative appeal processes and adjustments arising on expiry of the relevant statute of limitations (see<br>Note 30 for more details).<br>AstraZeneca is domiciled in the UK but operates in other countries where the tax rates and laws are different to those in the UK. The impact on<br>differences in effective overseas tax rates on the Group’s overall tax charge is noted above.<br>AstraZeneca Annual Report & Form 20-F Information 2025 144<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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Current tax<br>Current income tax balances on the Statement of Financial Position as at 31 December are as follows:<br>2025 2024<br>$m $m<br>Non-current income tax receivable 1,391 –<br>Current income tax receivable 1,158 1,859<br>Total income tax receivable 2,549 1,859<br>Current income tax payable (1,084) (1,406)<br>Non-current income tax payable (700) (238)<br>Total income tax payable (1,784) (1,644)<br>Net income tax receivable 765 215<br>Management assesses at each balance sheet date whether income tax receivables and payables will be realisable within 12 months. Amounts<br>expected to be realisable after 12 months are reflected as non-current income tax receivables and payables.<br>Deferred tax<br>The total movement in the net deferred tax balance in the year was $277m. The movements are as follows:<br>Intangibles, Elimination of Losses and<br>Property, plant unrealised profit Untaxed tax credits Accrued<br>and equipment on inventory reserves1 carried forward expenses Other Total<br>$m $m $m $m $m $m $m<br>Net deferred tax balance at 1 January 2024 (2,491) 2,386 (660) 1,106 889 644 1,874<br>Income statement 803 238 (186) 36 74 (170) 795<br>Other comprehensive income 34 – – – – (42) (8)<br>Equity – – – – – (28) (28)<br>Additions and disposals (605) – – 127 2 (1) (477)<br>Exchange 93 (152) 68 (70) (40) (13) (114)<br>Net deferred tax balance at 31 December 2024 (2,166) 2,472 (778) 1,199 925 390 2,042<br>Income statement 33 45 (46) 87 52 (7) 164<br>Other comprehensive income (32) – – – – (59) (91)<br>Equity – – – – – 105 105<br>Exchange (92) 162 (147) 105 46 25 99<br>Net deferred tax balance at 31 December 20252 (2,257)3 2,679 (971) 1,391 1,023 454 2,319<br>1 Untaxed reserves relate to taxable profits where the tax liability is deferred to later periods.<br>2 The Group recognises deferred tax assets to the extent that there are either taxable temporary differences or that it is probable that sufficient future taxable profits will arise, against which<br>these deductible temporary differences can be utilised. The US includes a net deferred tax asset of $94m as at 31 December 2025 which includes tax losses and other deductible temporary<br>differences. The Group has performed an assessment of recovery of deferred tax assets and the Group has forecasted future taxable profits for relevant entities and considers that it is<br>probable that sufficient future taxable profits will arise against which these deductible temporary differences can be utilised within 10 years. In arriving at these forecasts, the Group has<br>reviewed the Group-level budgets and forecasts and the ability of relevant entities to generate future income from developing and commercialising products. Assessing the availability<br>of future taxable income to support recognition of deferred tax assets relies upon our Group forecasts and changes in these Group forecasts will impact the recoverability of deferred<br>tax assets. To the extent that there are neither taxable temporary differences nor sufficient taxable profits, no deferred tax asset is recognised and details of unrecognised deferred tax<br>assets are included in the table below.<br>3 Includes deferred tax assets of $178m on liabilities in respect of intangibles and $327m on lease liabilities in respect of right-of-use assets.<br>The net deferred tax balance, before the offset of balances within countries, consists of:<br>Intangibles, Elimination of Losses and<br>Property, plant unrealised profit Untaxed tax credits Accrued<br>and equipment on inventory reserves carried forward expenses Other Total<br>$m $m $m $m $m $m $m<br>Deferred tax assets at 31 December 2024 1,781 2,472 – 1,221 1,039 688 7,201<br>Deferred tax liabilities at 31 December 2024 (3,947) – (778) (22) (114) (298) (5,159)<br>Net deferred tax balance at 31 December 2024 (2,166) 2,472 (778) 1,199 925 390 2,042<br>Deferred tax assets at 31 December 2025 2,020 2,679 3 1,424 1,201 672 7,999<br>Deferred tax liabilities at 31 December 2025 (4,277) – (974) (33) (178) (218) (5,680)<br>Net deferred tax balance at 31 December 2025 (2,257) 2,679 (971) 1,391 1,023 454 2,319<br>Analysed in the Consolidated Statement of Financial Position, after offset of balances within countries, as follows:<br>2025 2024<br>$m $m<br>Deferred tax assets 5,819 5,347<br>Deferred tax liabilities (3,500) (3,305)<br>Net deferred tax balance 2,319 2,042<br>AstraZeneca Annual Report & Form 20-F Information 2025 145<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>Unrecognised deferred tax assets<br>Deferred tax assets (DTA) of $1,738m (2024: $1,523m) have not been recognised in respect of deductible temporary differences because it is<br>not probable that future taxable profit will be available against which the Group can utilise the benefits therefrom.<br>2025 2025 2024 2024<br>Temporary Unrecognised Temporary Unrecognised<br>differences DTA differences DTA<br>$m $m $m $m<br>Temporary differences expiring:<br>Within 10 years 409 81 161 37<br>More than 10 years 152 32 217 46<br>Indefinite 4,460 885 3,883 816<br> 5,021 998 4,261 899<br>Tax credits and State tax losses expiring:<br>Within 10 years 137 162<br>More than 10 years 386 373<br>Indefinite 217 89<br> 740 624<br>Total 1,738 1,523<br>To the extent that dividends remitted from overseas subsidiaries, joint ventures and associates are expected to result in additional taxes, appropriate<br>amounts have been provided for. Unremitted earnings or differences in the carrying value and tax basis of investments may be liable to additional<br>taxes if distributed as dividends or on a liquidation event. Deferred tax is provided for such differences in relation to Group entities where<br>management is intending to remit earnings in the foreseeable future. The aggregate amount of gross temporary differences associated with<br>investments in subsidiaries, partnerships and branches for which deferred tax liabilities have not been recognised totalled approximately<br>$8,460m at 31 December 2025, $3,657m of which has a corresponding deductible temporary difference of the same gross value which is not<br>recognised as it is not probable of reversing in the foreseeable future but on which different tax rates apply.<br>6 Earnings per $0.25 Ordinary Share 2025 2024 2023<br>Profit for the year attributable to equity holders ($m) 10,225 7,035 5,955<br>Basic earnings per Ordinary Share $6.60 $4.54 $3.84<br>Diluted earnings per Ordinary Share $6.54 $4.50 $3.81<br>Weighted average number of Ordinary Shares in issue for basic earnings (millions) 1,550 1,550 1,549<br>Dilutive impact of share incentive awards outstanding (millions) 12 13 13<br>Diluted weighted average number of Ordinary Shares in issue (millions) 1,562 1,563 1,562<br>The earnings figures used in the calculations above are post-tax. The weighted average number of Ordinary Shares in issue is calculated by<br>taking the number of Ordinary Shares outstanding each day weighted by the number of days that those shares were outstanding.<br>5 Taxation continued<br>AstraZeneca Annual Report & Form 20-F Information 2025 146<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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7 Segment information<br>The Group has reviewed its assessment of reportable segments under IFRS 8 ‘Operating Segments’ and concluded that the Group continues<br>to have one reportable segment.<br>KJ This determination is considered to be a Key Judgement and this judgement has been taken with reference to the following factors:<br>1 The level of integration across the different functions of the Group’s pharmaceutical business:<br>AstraZeneca is engaged in a single business activity of pharmaceuticals and the Group does not have multiple operating segments.<br>AstraZeneca’s pharmaceuticals business consists of the discovery and development of new products, which are then manufactured,<br>marketed and sold. All of these functional activities take place (and are managed) globally on a highly integrated basis. These individual<br>functional areas are not managed separately.<br>2 The identification of the Chief Operating Decision Maker (CODM) and the nature and extent of the financial information reviewed by<br>the CODM:<br>The SET, established and chaired by the CEO, is the vehicle through which the CEO exercises the authority delegated to him from the Board<br>for the management, development and performance of AstraZeneca as a whole. It is considered that the SET is AstraZeneca’s Chief Operating<br>Decision Making body (as defined by IFRS 8). The operation of the SET is principally driven by the management of the Commercial operations,<br>R&D, manufacturing and supply and enabling functions. All significant operating decisions are undertaken by the SET. While members of<br>the SET have responsibility for implementation of decisions in their respective areas, operating decision making is at SET level as a whole.<br>Where necessary, these are implemented through cross-functional sub-committees that consider the Group-wide impact of a new decision.<br>For example, product launch decisions would be initially considered by the SET and, on approval, passed to an appropriate sub team for<br>implementation. The ability of the enterprise to develop, produce, deliver and commercialise a wide range of pharmaceutical products are<br>central to the SET decision-making process.<br>In assessing performance, the SET reviews financial information on an integrated basis for the Group as a whole, substantially in the form of,<br>and on the same basis as, the Group’s IFRS Financial Statements. The high upfront cost of discovering and developing new products, coupled<br>with the relatively insignificant and stable unit cost of production, means that there is not the clear link that exists in many manufacturing<br>businesses between the revenue generated on an individual product sale and the associated cost and hence margin generated on a product.<br>Consequently, the profitability of individual drugs or classes of drugs is not considered a key measure of performance for the business and<br>is not monitored by the SET. The focus of additional financial information reviewed is at brand sales and Gross Margin level within specific<br>geographies. Expenditure analysis is completed for the science units, operations and enabling functions; there is no allocation of these<br>centrally-managed Group costs to the individual product or brands. The bonus of SET members’ continues to be derived from the Group<br>scorecard outcome as discussed in our Directors’ Remuneration Report.<br>3 How resources are allocated:<br>Resources are allocated on a Group-wide basis according to need. In particular, capital expenditure, in-licensing, and R&D resources are<br>allocated between activities on merit, based on overall therapeutic considerations and strategy under the aegis of the Group’s Early-Stage<br>Product Committees and Late-Stage Product Committees.<br>Geographic areas<br>The following table shows information for Total Revenue by geographic area and material countries. Product Sales by geographic area are<br>included in the country/region where the legal entity resides and from which those sales were made. The additional tables show the Operating<br>profit and Profit before tax made by companies located in that area, together with Non-current assets, Total assets, Assets acquired, Net operating<br>assets, and Property, plant and equipment owned by the same companies.<br>Total Revenue<br>2025 2024 2023<br>$m $m $m<br>UK 4,359 4,740 3,368<br>Rest of Europe<br>France 1,408 1,283 1,152<br>Germany 2,890 2,524 2,099<br>Italy 1,078 949 813<br>Spain 1,136 994 847<br>Sweden 2,623 2,290 1,704<br>Others 4,320 3,663 3,110<br> 13,455 11,703 9,725<br>The Americas<br>Canada 954 937 967<br>US 23,970 21,806 18,121<br>Others 2,633 2,246 1,683<br> 27,557 24,989 20,771<br>Asia, Africa & Australasia<br>Australia 454 439 390<br>China 6,636 6,419 5,872<br>Japan 3,556 3,452 3,640<br>Others 2,722 2,331 2,045<br> 13,368 12,641 11,947<br>Total Revenue 58,739 54,073 45,811<br>AstraZeneca Annual Report & Form 20-F Information 2025 147<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>Total Revenue outside of the UK totalled $54,380m for the year ended 31 December 2025 (2024: $49,333m; 2023: $42,443m).<br>Operating profit Profit/(loss) before tax<br>2025 2024 2023 2025 2024 2023<br>$m $m $m $m $m $m<br>UK 7,066 2,680 665 6,152 1,349 (577)<br>Rest of Europe 5,233 5,924 4,885 5,468 6,057 4,999<br>The Americas 440 423 1,495 (213) 318 1,328<br>Asia, Africa & Australasia 1,004 976 1,148 995 967 1,149<br>Continuing operations 13,743 10,003 8,193 12,402 8,691 6,899<br>Non-current assets1 Total assets<br>2025 2024 2025 2024<br>$m $m $m $m<br>UK 10,328 8,699 21,983 20,139<br>Rest of Europe 31,974 30,654 41,596 37,884<br>The Americas 29,714 28,730 42,201 38,544<br>Asia, Africa & Australasia 2,409 2,181 8,294 7,468<br>Continuing operations 74,425 70,264 114,074 104,035<br>Assets acquired2 Net operating assets3<br>2025 2024 2025 2024<br>$m $m $m $m<br>UK 1,759 582 7,936 7,173<br>Rest of Europe 2,814 2,225 33,217 30,852<br>The Americas 1,877 3,925 26,374 24,501<br>Asia, Africa & Australasia 557 1,394 2,764 2,602<br>Continuing operations 7,007 8,126 70,291 65,128<br>1 Non-current assets exclude Deferred tax assets, Income tax receivable, Derivative financial instruments, certain other financial assets and post-employment benefit assets.<br>2 Included in Assets acquired are those assets that are expected to be used during more than one period (Property, plant and equipment, Goodwill and Intangible assets) and include those<br>acquired through business combinations (Note 27). 3 Net operating assets exclude short-term investments, cash, short-term borrowings, loans, Derivative financial instruments, Retirement benefit obligations and non-operating receivables<br>and payables.<br>Property, plant and equipment<br>2025 2024<br>$m $m<br>UK 3,138 2,847<br>Ireland 1,645 1,323<br>Sweden 2,282 1,692<br>US 3,558 2,856<br>Rest of the world 2,339 1,534<br>Continuing operations 12,962 10,252<br>Geographic markets<br>The table below shows Product Sales in each geographic market in which customers are located.<br>2025 2024 2023<br>$m $m $m<br>UK 1,111 1,314 978<br>Rest of Europe 12,412 10,686 8,201<br>The Americas 27,273 25,081 20,855<br>Asia, Africa & Australasia 14,777 13,857 13,755<br>Continuing operations 55,573 50,938 43,789<br>Product Sales are recognised when control of the goods has been transferred to a third party. A significant proportion of this is upon delivery of<br>the products to wholesalers. Two wholesalers (2024: one; 2023: one) individually represented greater than 10% of Product Sales. The value of<br>Product Sales to the two wholesalers was $8,218m (2024: $7,567m; 2023: $6,513m) and $5,957m (2024: $4,468m; 2023: $3,795m), respectively.<br>7 Segment information continued<br>AstraZeneca Annual Report & Form 20-F Information 2025 148<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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8 Property, plant and equipment Assets in Total Property,<br>Land and Plant and course of plant and<br>buildings equipment construction equipment<br>$m $m $m $m<br>Cost<br>At 1 January 2024 6,469 8,704 2,045 17,218<br>Additions through business combinations (Note 27) 1 15 2 18<br>Capital expenditure 27 63 1,905 1,995<br>Transfer of assets into use 312 729 (1,041) –<br>Disposals and other movements (44) (271) (40) (355)<br>Exchange adjustments (185) (386) (82) (653)<br>At 31 December 2024 6,580 8,854 2,789 18,223<br>Additions through business combinations (Note 27) 3 2 – 5<br>Capital expenditure 25 91 2,811 2,927<br>Transfer of assets into use 278 779 (1,057) –<br>Disposals and other movements (35) (172) 1 (206)<br>Exchange adjustments 389 766 196 1,351<br>At 31 December 2025 7,240 10,320 4,740 22,300<br>Depreciation and impairment<br>At 1 January 2024 2,765 5,051 – 7,816<br>Depreciation charge for the year 231 568 – 799<br>Impairment charge – (7) 49 42<br>Disposals and other movements (39) (252) (49) (340)<br>Exchange adjustments (101) (245) – (346)<br>At 31 December 2024 2,856 5,115 – 7,971<br>Depreciation charge for the year 249 630 – 879<br>Impairment charge 4 8 1 13<br>Disposals and other movements (32) (148) (1) (181)<br>Exchange adjustments 188 468 – 656<br>At 31 December 2025 3,265 6,073 – 9,338<br>Net book value<br>At 31 December 2024 3,724 3,739 2,789 10,252<br>At 31 December 2025 3,975 4,247 4,740 12,962<br>2025 2024<br>$m $m<br>The net book value of land and buildings comprised:<br>Freeholds 3,564 3,329<br>Leaseholds 411 395<br>AstraZeneca Annual Report & Form 20-F Information 2025 149<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>9 Leases<br>Right-of-use assets Total<br>Land and Motor Right-of-use<br>buildings vehicles Other assets<br>$m $m $m $m<br>Cost<br>At 1 January 2024 1,352 495 36 1,883<br>Additions through business combinations (Note 27) 20 – – 20<br>Additions – separately acquired 332 342 18 692<br>Disposals and other movements (73) (140) (5) (218)<br>Exchange adjustments (43) (33) (2) (78)<br>At 31 December 2024 1,588 664 47 2,299<br>Additions through business combinations (Note 27) 1 – – 1<br>Additions – separately acquired 362 215 10 587<br>Disposals and other movements 29 (91) – (62)<br>Exchange adjustments 68 48 4 120<br>At 31 December 2025 2,048 836 61 2,945<br>Depreciation and impairment<br>At 1 January 2024 549 215 19 783<br>Depreciation charge for the year 183 151 9 343<br>Impairment charge 7 – – 7<br>Disposals and other movements (71) (115) (6) (192)<br>Exchange adjustments (22) (14) (1) (37)<br>At 31 December 2024 646 237 21 904<br>Depreciation charge for the year 205 188 11 404<br>Disposals and other movements (65) (93) 2 (156)<br>Exchange adjustments 29 21 2 52<br>At 31 December 2025 815 353 36 1,204<br>Net book value<br>At 31 December 2024 942 427 26 1,395<br>At 31 December 2025 1,233 483 25 1,741<br>Lease liabilities 2025 2024<br>$m $m<br>The present value of lease liabilities is as follows:<br>Within one year (382) (339)<br>Later than one year and not later than five years (991) (825)<br>Later than five years (430) (288)<br>Total lease liabilities (1,803) (1,452)<br>The interest expense on lease liabilities included within Finance expense was $80m (2024: $61m; 2023: $33m).<br>The total cash outflow for leases in 2025 was $452m (2024: $377m; 2023: $301m).<br>The Group has entered into lease contracts that have not yet commenced. The nominal value of estimated future lease payments under these<br>lease contracts approximates $1,702m as of 31 December 2025. Of this value, $1,348m relates to a property lease in the US which is expected<br>to commence in 2026 with a lease term of 15 years.<br>AstraZeneca Annual Report & Form 20-F Information 2025 150<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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10 Goodwill 2025 2024<br>$m $m<br>Cost<br>At 1 January 21,335 20,361<br>Additions through business combinations (Note 27) – 1,083<br>Exchange and other adjustments 223 (109)<br>At 31 December 21,558 21,335<br>Amortisation and impairment losses<br>At 1 January 310 313<br>Exchange and other adjustments 6 (3)<br>At 31 December 316 310<br>Net book value<br>At 31 December 21,242 21,025<br>Goodwill is tested for impairment at the operating segment level, this being the level at which goodwill is monitored for internal<br>management purposes. As detailed in Note 7, the Group does not have multiple operating segments and is engaged in a single business<br>activity of pharmaceuticals.<br>Recoverable amount is determined on a fair value less costs to sell basis using the market value of the Company’s outstanding Ordinary Shares.<br>Our market capitalisation is compared to the book value of the Group’s net assets and this indicates a significant surplus at 31 December 2025<br>(and 31 December 2024). No goodwill impairment was identified.<br>11 Intangible assets Product, Software<br>marketing and Other development<br>distribution rights intangibles costs Total<br>$m $m $m $m<br>Cost<br>At 1 January 2024 69,207 2,707 1,575 73,489<br>Additions through business combinations (Note 27) 2,308 56 – 2,364<br>Additions – separately acquired 2,226 150 290 2,666<br>Disposals (294) – (285) (579)<br>Exchange and other adjustments (964) (13) (50) (1,027)<br>At 31 December 2024 72,483 2,900 1,530 76,913<br>Additions through business combinations (Note 27) 50 – – 50<br>Additions – separately acquired 3,392 170 463 4,025<br>Disposals (312) (128) (8) (448)<br>Exchange and other adjustments 2,151 131 118 2,400<br>At 31 December 2025 77,764 3,073 2,103 82,940<br>Amortisation and impairment losses<br>At 1 January 2024 32,266 2,061 1,073 35,400<br>Amortisation for year 3,761 78 84 3,923<br>Impairment charges 1,577 3 2 1,582<br>Impairment reversals (8) – – (8)<br>Disposals (286) – (283) (569)<br>Exchange and other adjustments (561) (13) (18) (592)<br>At 31 December 2024 36,749 2,129 858 39,736<br>Amortisation for year 3,928 181 98 4,207<br>Impairment charges 218 12 – 230<br>Disposals (312) (128) (8) (448)<br>Exchange and other adjustments 1,247 61 61 1,369<br>At 31 December 2025 41,830 2,255 1,009 45,094<br>Net book value<br>At 31 December 2024 35,734 771 672 37,177<br>At 31 December 2025 35,934 818 1,094 37,846<br>Other intangibles consist mainly of research and device technologies and the Alexion brand name. Included within Software development costs<br>are assets currently in development that will commence amortisation when ready for use.<br>Included within Additions − separately acquired are amounts accrued in Other payables of $1,624m (2024: $365m), relating to deferred payments<br>and other non-cash consideration for the acquisition of Product, marketing and distribution rights, which are not reflected in the current year<br>Consolidated Statement of Cash Flows. Disposals include amounts related to fully amortised or impaired assets that are no longer in use by<br>the Group.<br>AstraZeneca Annual Report & Form 20-F Information 2025 151<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>11 Intangible assets continued<br>Amortisation charges are recognised in the Consolidated Statement of Comprehensive Income as follows:<br>Product, Software<br>marketing and Other development<br>distribution rights intangibles costs Total<br>$m $m $m $m<br>Year ended 31 December 2023<br>Cost of sales 32 – – 32<br>Research and development expense – 28 – 28<br>Selling, general and administrative expense 3,739 47 80 3,866<br>Total 3,771 75 80 3,926<br>Year ended 31 December 2024<br>Cost of sales 32 1 – 33<br>Research and development expense 3 22 – 25<br>Selling, general and administrative expense 3,726 55 84 3,865<br>Total 3,761 78 84 3,923<br>Year ended 31 December 2025<br>Cost of sales 32 – 54 86<br>Research and development expense – 26 21 47<br>Selling, general and administrative expense 3,896 155 22 4,073<br>Other operating income and expense – – 1 1<br>Total 3,928 181 98 4,207<br>Net impairment charges are recognised in the Consolidated Statement of Comprehensive Income as follows:<br>Product, Software<br>marketing and Other development<br>distribution rights intangibles costs Total<br>$m $m $m $m<br>Year ended 31 December 2023<br>Research and development expense 417 – – 417<br>Selling, general and administrative expense 17 – – 17<br>Total 434 – – 434<br>Year ended 31 December 2024<br>Research and development expense 1,065 – – 1,065<br>Selling, general and administrative expense 504 3 2 509<br>Total 1,569 3 2 1,574<br>Year ended 31 December 2025<br>Research and development expense 210 – – 210<br>Selling, general and administrative expense 8 12 – 20<br>Total 218 12 – 230<br>Impairment charges and reversals<br>We perform a rigorous impairment trigger assessment for all our intangible assets. Intangible assets under development and not available for<br>use are tested annually for impairment and other intangible assets are tested when there is an indication of impairment loss or reversal. Where<br>testing is required, the recoverable amount of the assets is estimated in order to determine the extent of the impairment loss or reversal. Where<br>it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the Cash Generating<br>Unit (CGU) to which it belongs. The Group considers that as the intangible assets are linked to individual products and that product cash flows<br>are considered to be largely independent of other product cash flows, the CGU for intangibles is predominantly at the product level. Group-level<br>budgets and forecasts include forecast capital investment and operational impacts related to sustainability projects, as well as inflationary<br>impacts, and form the basis for the value in use models used for impairment testing.<br>An asset’s recoverable amount is determined as the higher of an asset’s or CGU’s fair value less costs to sell or value in use, in both cases using<br>discounted cash flow calculations where the asset’s expected post-tax cash flows are risk-adjusted over their estimated remaining period of<br>expected economic benefit. Where the value in use approach is used, the post-tax risk-adjusted cash flows are discounted using AstraZeneca’s<br>post-tax weighted average cost of capital (7.5% for 2025 and 7.5% for 2024) which is a nominal rate. There is no material difference in the<br>approach taken to using pre-tax cash flows and a pre-tax rate compared to post-tax cash flows and a post-tax rate, as required by IAS 36<br>‘Impairment of Assets’. Where fair value less costs to sell is used to determine recoverable value, the discount rate is assessed with reference<br>to a market participant, this is not usually materially different to the AstraZeneca post-tax weighted average cost of capital of 7.5%. Intangible<br>assets have been tested for impairment under the value in use basis at risk-adjusted post-tax discount rates ranging between 7.5% to 9.5%.<br>AstraZeneca Annual Report & Form 20-F Information 2025 152<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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SE Key assumptions and significant estimates used in calculating the recoverable amounts are highly sensitive and specific to the nature of the<br>Group’s activities including:<br>• outcome of R&D activities<br>• probability of technical and regulatory success<br>• market volume, share and pricing (to derive peak year sales)<br>• amount and timing of projected future cash flows<br>• sales erosion curves following patent expiry.<br>Whilst the intangible assets portfolio is generally exposed to significant impairment risk within the next financial year, no sensitivities have been<br>disclosed since no specific asset has been identified as having a significant risk of a material impairment arising from reasonably possible changes<br>in key assumptions.<br>For assets held at fair value less costs to sell, we make appropriate adjustments to reflect market participant assessments.<br>In 2025, the Group recorded impairment charges of $8m in respect of launched products. Impairment charges recorded against products in<br>development totalled $210m.<br>In 2024, the Group recorded impairment charges of $504m in respect of launched products. Following a strategic review of our portfolio priorities,<br>a business decision was made to cease promotional activity for Andexxa resulting in impairment charges of $504m recorded against the<br>Andexxa intangible asset under a value in use model applying a discount rate of 7.5% (revised carrying amount: $nil). Impairment charges<br>recorded against products in development totalled $1,073m. This included full impairments of vemircopan (ALXN2050, $753m, acquired<br>as part of the Alexion business combination in 2021), following outcome of research activities, and FPI-2059 ($165m, acquired as part of the<br>Fusion Pharmaceuticals, Inc. (Fusion) business combination in 2024) due to portfolio prioritisation decisions. The remaining impairments of<br>$155m relate to impairments of various products in development, due to either management’s decision to discontinue development as part<br>of Group-wide portfolio prioritisation decisions, or due to the outcome of research activities.<br>In 2023, the Group recorded impairment charges of $17m in respect of launched products. Impairment charges recorded against products in<br>development totalled $417m, including $244m related to ALXN1840 which was fully impaired following the decision to discontinue development.<br>The Group has performed an assessment on assets which have had impairments recorded in previous periods to determine if any reversals of<br>impairments were required. No impairment reversals were recorded in 2025. Impairment reversals of $8m were recorded in 2024 against products<br>in development. No impairment reversals were recorded in 2023.<br>When launched products are partially impaired, the carrying values of these assets in future periods are particularly sensitive to changes in<br>forecast assumptions, including those assumptions set out above, as the asset is impaired down to its recoverable amount.<br>Significant assets Carrying value Remaining amortisation<br>$m period<br>C5 franchise (Soliris/Ultomiris) intangible assets arising from the acquisition of Alexion 10,981 2 to 10 years<br>Intangible assets arising from the acquisition of Acerta Pharma 3,371 7 years<br>Enhertu intangible assets acquired from Daiichi Sankyo, Inc. 3,331 8 years<br>Strensiq, Kanuma intangible assets arising from the acquisition of Alexion 2,846 7 to 13 years<br>Intangible asset products in development arising from the acquisition of Alexion1 1,944 Not amortised<br>Intangible assets arising from the acquisition of ZS Pharma, Inc. 1,460 6 years<br>Baxdrostat intangible asset acquired from CinCor Pharma, Inc.1 1,291 Not amortised<br>Intangible asset products in development arising from the acquisition of Fusion1 1,182 Not amortised<br>Datroway intangible assets acquired from Daiichi Sankyo, Inc. 1,020 13 years<br>Intangible asset products in development arising from the acquisition of Gracell Biotechnologies, Inc.1 975 Not amortised<br>Intangible asset products in development arising from the acquisition of Amolyt Pharma SAS1 861 Not amortised<br>Koselugo intangible asset acquired from Merck & Co., Inc. 835 6 years<br>Intangible asset products in development arising from the acquisition of Icosavax, Inc.1 639 Not amortised<br>Airsupra intangible asset acquired from Bond Avillion 2 Development LP 526 9 years<br>ENaBL platform asset arising from the acquisition of EsoBiotec SA1 441 Not amortised<br>1 Assets in development are not amortised but are tested annually for impairment.<br>In 2025, the Koselugo intangible asset was recognised on acquisition of the remaining 50% of global rights from Merck & Co., Inc. (MSD) following<br>the amendment of an existing global development and commercialisation arrangement.<br>The Engineered NanoBody Lentiviral (ENaBL) platform intangible asset recognised on acquisition of EsoBiotec SA in 2025 was assessed under<br>the optional concentration test in IFRS 3 ‘Business Combinations’ and was determined to be an asset acquisition, as substantially all of the value<br>of the gross assets acquired was concentrated in this single asset.<br>In 2024, the intangible assets recognised on acquisition of Amolyt Pharma SAS and Icosavax, Inc. were separately assessed under the optional<br>concentration test in IFRS 3 and were individually determined to be asset acquisitions, as substantially all of the value of the gross assets<br>acquired in each transaction was concentrated in these single assets.<br>AstraZeneca Annual Report & Form 20-F Information 2025 153<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>12 Investments in associates and joint ventures 2025 2024<br>$m $m<br>At 1 January 268 147<br>Additions 14 158<br>Share of after tax losses (7) (28)<br>Exchange and other adjustments 27 (9)<br>At 31 December 302 268<br>On 22 May 2024, AstraZeneca entered into an agreement with Fuse Biosciences (Cayman) Limited to acquire equity. Under the terms of the<br>agreement, AstraZeneca contributed $11m in initial funds, holds 25% board representation, and holds an 18.75% interest in the associate entity.<br>On 1 November 2023, AstraZeneca entered into an agreement with Cellectis S.A., a clinical-stage biotechnology company, to accelerate the<br>development of next generation therapeutics in areas of high unmet medical need, including oncology, immunology and rare diseases. Under<br>the terms of the agreement, AstraZeneca contributed $80m in funds for a 22% interest in the associate entity. On 22 May 2024, a further<br>contribution of $140m was made for a further 22% interest. AstraZeneca holds a 44% interest in the associate entity.<br>On 1 December 2020, AstraZeneca and China International Capital Corporation (CICC) entered into an agreement to set up a Global Healthcare<br>Industrial Fund to drive healthcare system innovation by leveraging local capital and accelerating China-related innovation incubation. The<br>agreement resulted in the formation of a new entity, Wuxi AstraZeneca-CICC Venture Capital Partnership (Limited Partnership). AstraZeneca<br>holds a 22% interest in the associate entity and has contributed $74m in cumulative funds to date.<br>On 23 September 2021, AstraZeneca entered into an agreement with VaxEquity Limited (VaxEquity) to collaborate and develop self-amplifying<br>RNA technology with the aim of generating treatments for target diseases. AstraZeneca contributed $14m in initial funds and holds a 40% interest<br>in the associate entity. On 21 April 2025, VaxEquity was dissolved.<br>All investments are accounted for using the equity method. At 31 December 2025, unrecognised losses in associates and joint ventures totalled<br>$209m (2024: $177m) which have not been recognised due to the investment carrying value reaching $nil value.<br>Aggregated summarised financial information for the associate and joint venture entities is set out below:<br>2025 2024<br>$m $m<br>Non-current assets 690 577<br>Current assets 756 508<br>Total liabilities (553) (516)<br>Net assets 893 569<br>Amount attributable to AstraZeneca 122 131<br>Goodwill 161 152<br>Exchange adjustments 19 (15)<br>Carrying value of investments in associates and joint ventures 302 268<br>Joint contractual arrangements were entered into between AstraZeneca and Daiichi Sankyo, Inc. (Daiichi Sankyo); in March 2019 for the<br>co-development and co-commercialisation of Enhertu and in July 2020 for the co-development and co-commercialisation of Datroway. Each<br>party shares global pre-tax net income from the collaboration on a 50:50 basis (with the exception of Japan where Daiichi Sankyo maintains<br>exclusive rights and AstraZeneca receives a royalty). The joint operation is not structured through a separate legal entity, and it operates from<br>AstraZeneca and Daiichi Sankyo’s respective principal places of business.<br>13 Other investments 2025 2024<br>$m $m<br>Non-current investments<br>Equity securities at fair value through Other comprehensive income 2,212 1,632<br>Equity securities at fair value through profit and loss 11 –<br>Total 2,223 1,632<br>Current investments<br>Fixed income securities at fair value through profit or loss 8 37<br>Cash collateral pledged to counterparties 22 129<br>Total 30 166<br>Other investments held at FVOCI include equity securities which are not held for trading and which the Group has irrevocably elected at initial<br>recognition to recognise in this category. Other investments held at FVPL comprise a mixture of equity securities and fixed income securities<br>that the Group holds to sell.<br>The fair value of listed investments is based on year end quoted market prices. Fixed deposits and Cash collateral pledged to counterparties<br>are held at amortised cost with carrying value being a reasonable approximation of fair value given their short-term nature.<br>Cash collateral pledged to counterparties relates to collateral pledged on derivatives entered into to hedge the Group’s risk exposures.<br>AstraZeneca Annual Report & Form 20-F Information 2025 154<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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Fair value hierarchy<br>The table below analyses equity securities and bonds, contained within Other investments and carried at fair value, by valuation method.<br>The different levels have been defined as follows:<br>• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities<br>• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or<br>indirectly (i.e. derived from prices)<br>• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).<br>2025 2025 2024 2024<br>FVPL FVOCI FVPL FVOCI<br>$m $m $m $m<br>Level 1 8 1,765 37 1,279<br>Level 2 – – – –<br>Level 3 11 447 – 353<br>Total 19 2,212 37 1,632<br>Assets are transferred in or out of each Level on the date of the event or change in circumstances that caused the transfer.<br>Equity securities that are analysed at Level 3 include investments in private biotech companies. In the absence of specific market data, these<br>unlisted investments are held at fair value based on the cost of investment and adjusting as necessary for impairments and revaluations on new<br>funding rounds, which approximates to fair value. Movements in Level 3 investments are detailed below:<br>2025 2025 2024 2024<br>FVPL FVOCI FVPL FVOCI<br>$m $m $m $m<br>At 1 January – 353 – 313<br>Additions 11 124 – 56<br>Revaluations – (50) – (9)<br>Impairments and exchange adjustments – 20 – (7)<br>At 31 December 11 447 – 353<br>14 Derivative financial instruments Non-current Current Current Non-current<br>assets assets liabilities liabilities Total<br>$m $m $m $m $m<br>Cross-currency swaps designated in a net investment hedge 148 – – – 148<br>Cross-currency swaps designated in a cash flow hedge 34 – – (71) (37)<br>Cross-currency swaps designated in a fair value hedge – – – (44) (44)<br>Forward foreign exchange designated in a cash flow hedge1 – 5 (1) – 4<br>Other derivatives – 49 (49) – –<br>31 December 2024 182 54 (50) (115) 71<br>Non-current Current Current Non-current<br>assets assets liabilities liabilities Total<br>$m $m $m $m $m<br>Cross-currency swaps designated in a net investment hedge 171 2 – – 173<br>Cross-currency swaps designated in a cash flow hedge 203 – – – 203<br>Cross-currency swaps designated in a fair value hedge 124 – – – 124<br>Forward foreign exchange designated in a cash flow hedge1 – 8 (2) – 6<br>Other derivatives – 80 (79) – 1<br>31 December 2025 498 90 (81) – 507<br>1 Forward foreign exchange (FX) designated in a cash flow hedge relates to contracts hedging anticipated CNY, EUR, GBP, JPY and SEK transactions occurring in the quarter<br>immediately after the balance sheet date.<br>All derivatives at 31 December 2025 are held at fair value and fall within Level 2 of the fair value hierarchy as defined in Note 13. During 2024<br>the Group held an equity warrant classed as Level 3 in the fair value hierarchy, this warrant expired on 31 December 2024. No derivatives have<br>been reclassified within the hierarchy during the year.<br>The fair value of interest rate swaps and cross-currency swaps is estimated using appropriate zero coupon curve valuation techniques to discount<br>future contractual cash flows based on rates at the current year end.<br>The fair value of forward foreign exchange contracts and currency options are estimated by discounted cash flow models using appropriate<br>yield curves based on market forward foreign exchange rates at the year end. The majority of forward foreign exchange contracts for existing<br>transactions had maturities of less than one month from year end.<br>The interest rates used to discount future cash flows for fair value adjustments, where applicable, are based on market swap curves at the<br>reporting date, and were as follows:<br>2025 2024<br>Derivatives 0.7% to 3.7% 0.6% to 4.1%<br>AstraZeneca Annual Report & Form 20-F Information 2025 155<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>15 Non-current other receivables 2025 2024<br>$m $m<br>Prepayments 559 356<br>Accrued income 75 60<br>Retirement benefit scheme surpluses (Note 22) 106 99<br>Other receivables 587 415<br>Non-current other receivables 1,327 930<br>16 Inventories 2025 2024<br>$m $m<br>Raw materials and consumables 1,857 1,489<br>Inventories in process 2,777 2,282<br>Finished goods and goods for resale 1,923 1,517<br>Inventories 6,557 5,288<br>The Group recognised $7,600m (2024: $7,001m; 2023: $6,038m) of inventories as an expense within Cost of sales during the year.<br>Net inventory write-downs in the year amounted to $314m (2024: $664m; 2023: $574m), principally arising from the reassessment of usage or<br>demand expectations prior to inventory expiration. The decreased charge in the year is due to partial reversals of $407m Andexxa provisions<br>previously recognised in 2024 following the decision to cease promotional activities.<br>17 Current trade and other receivables 2025 2024<br>$m $m<br>Trade receivables 10,289 8,335<br>Less: Expected credit loss provision (Note 28) (52) (33)<br> 10,237 8,302<br>Other receivables 2,017 1,579<br>Prepayments 2,034 1,737<br>Government grants receivable 45 25<br>Accrued income 844 1,329<br>Trade and other receivables 15,177 12,972<br>Trade receivables include $2,681m (2024: $667m) measured at FVOCI classified ‘hold to collect and sell’ as they are due from customers that<br>the Group has the option to factor, or relate to bank acceptance drafts received in settlement of trade receivables per common practice in China.<br>All other financial assets included within Current trade and other receivables are held at amortised cost with carrying value being a reasonable<br>approximation of fair value.<br>18 Cash and cash equivalents 2025 2024 2023<br>$m $m $m<br>Cash at bank and in hand 1,332 1,215 1,325<br>Short-term deposits 4,379 4,273 4,515<br>Cash and cash equivalents 5,711 5,488 5,840<br>Unsecured bank overdrafts (13) (59) (203)<br>Cash and cash equivalents in the Consolidated Statement of Cash Flows 5,698 5,429 5,637<br>AstraZeneca invests in constant net asset value funds, low-volatility net asset value funds and short-term variable net asset value funds with<br>same day access for subscription and redemption. These investments fail the ‘solely payments of principal and interest’ test criteria under<br>IFRS 9 ‘Financial Instruments’. They are therefore measured at FVPL, although the fair value is materially the same as amortised cost.<br>Non-cash and other movements, within operating activities in the Consolidated Statement of Cash Flows, includes:<br>2025 2024 2023<br>$m $m $m<br>Share-based payments charge for the period (Note 29) 719 660 579<br>Settlement of share plan awards (353) (618) (650)<br>Pension contributions (186) (166) (188)<br>Pension charges recorded in Operating profit 65 86 55<br>Long-term provision charges recorded in Operating profit 203 106 460<br>Loss/(gain) on disposal of Property, plant and equipment 13 4 (41)<br>Update to the contractual relationships for Beyfortus – – (729)<br>Foreign exchange and other1 201 (193) 128<br>Total operating activities non-cash and other movements 662 (121) (386)<br>1 Foreign exchange and other includes, among other items, the foreign exchange of inter-company transactions, including dividends, across Group entities and the related impact from<br>hedging those transactions.<br>AstraZeneca Annual Report & Form 20-F Information 2025 156<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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19 Interest-bearing loans and borrowings<br>Repayment 2025 2024<br>dates $m $m<br>Current liabilities<br>Bank overdrafts On demand 13 59<br>Other short-term borrowings excluding overdrafts 158 90<br>Collateral received from derivative counterparties 473 181<br>Lease liabilities 382 339<br>3.375% Callable bond US dollars 2025 – 1,997<br>0.7% Callable bond US dollars 2026 1,200 –<br>1.2% Callable bond US dollars 2026 1,250 –<br>Other loans Within one year 10 10<br>Total 3,486 2,676<br>Non-current liabilities<br>Lease liabilities 1,421 1,113<br>0.7% Callable bond US dollars 2026 – 1,198<br>1.2% Callable bond US dollars 2026 – 1,249<br>4.8% Callable bond US dollars 2027 1,248 1,247<br>3.625% Callable bond euros 2027 880 780<br>3.125% Callable bond US dollars 2027 749 748<br>4.875% Callable bond US dollars 2028 1,097 1,096<br>1.25% Callable bond euros 2028 936 829<br>1.75% Callable bond US dollars 2028 1,248 1,247<br>4% Callable bond US dollars 2029 997 996<br>4.85% Callable bond US dollars 2029 1,247 1,246<br>0.375% Callable bond euros 2029 936 829<br>4.9% Callable bond US dollars 2030 647 646<br>3.121% Callable bond euros 2030 764 682<br>1.375% Callable bond US dollars 2030 1,295 1,295<br>4.9% Callable bond US dollars 2031 995 994<br>2.25% Callable bond US dollars 2031 748 747<br>5.75% Non-callable bond pounds sterling 2031 469 438<br>3.75% Callable bond euros 2032 878 778<br>4.875% Callable bond US dollars 2033 497 497<br>3.278% Callable bond euros 2033 870 786<br>5% Callable bond US dollars 2034 1,490 1,489<br>6.45% Callable bond US dollars 2037 2,728 2,727<br>4% Callable bond US dollars 2042 989 989<br>4.375% Callable bond US dollars 2045 982 982<br>4.375% Callable bond US dollars 2048 738 738<br>2.125% Callable bond US dollars 2050 488 487<br>3% Callable bond US dollars 2051 736 735<br>Other loans US dollars 63 31<br>Total 26,136 27,619<br>Total interest-bearing loans and borrowings1 29,622 30,295<br>1 All loans and borrowings above are unsecured.<br>Total loans and Total loans and Total loans and<br>borrowings borrowings borrowings<br>2025 2024 2023<br>$m $m $m<br>At 1 January 30,295 28,622 29,232<br>Changes from financing cash flows<br>Issue of loans and borrowings 15 6,492 3,816<br>Repayment of loans and borrowings (2,029) (4,652) (4,942)<br>Movement in short-term borrowings 364 (31) 161<br>Repayment of obligations under leases (372) (316) (268)<br>Total changes in cash flows arising on financing activities from borrowings (2,022) 1,493 (1,233)<br>Movement in overdrafts (47) (144) 20<br>New lease liabilities 566 710 444<br>Additions through business combinations – 12 –<br>Exchange 692 (361) 187<br>Other movements 138 (37) (28)<br>At 31 December 29,622 30,295 28,622<br>AstraZeneca Annual Report & Form 20-F Information 2025 157<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>Included in prior year cash flows is $833m in 2024 and $867m in 2023 relating to the Acerta Pharma share purchase. This liability was fully<br>extinguished in 2024.<br>Set out below is a comparison by category of carrying values and fair values of all the Group’s interest-bearing loans and borrowings:<br>Instruments Instruments Instruments Total<br>designated in net designated in designated in Amortised carrying Fair<br>investment hedge1 cash flow hedge2 fair value hedge3 cost value value<br>$m $m $m $m $m $m<br>2024<br>Overdrafts – – – 59 59 59<br>Lease liabilities due within one year – – – 339 339 339<br>Lease liabilities due after more than one year – – – 1,113 1,113 1,113<br>Loans and borrowings due within one year – – – 2,278 2,278 2,263<br>Loans and borrowings due after more than one year 1,267 2,387 1,468 21,384 26,506 25,405<br>Total at 31 December 2024 1,267 2,387 1,468 25,173 30,295 29,179<br>2025<br>Overdrafts – – – 13 13 13<br>Lease liabilities due within one year – – – 382 382 382<br>Lease liabilities due after more than one year – – – 1,421 1,421 1,421<br>Loans and borrowings due within one year – – – 3,091 3,091 3,068<br>Loans and borrowings due after more than one year 1,405 2,694 1,634 18,982 24,715 24,337<br>Total at 31 December 2025 1,405 2,694 1,634 23,889 29,622 29,221<br>1 Instruments designated in a net investment hedge are our euro 800m 0.375% 2029 Callable bond and our pounds sterling 350m 5.75% 2031 Non-callable bond. The 2024 value of<br>$1,267m was previously presented within the Amortised cost column; from 2025 the presentation has been revised to present this within the Instruments designated in net investment<br>hedge column.<br>2 Instruments designated in cash flow hedges are our euro 750m 3.625% 2027 Callable bond, our euro 800m 1.25% 2028 Callable bond, and our euro 750m 3.75% 2032 Callable bond.<br>3 Instruments designated in fair value hedges are our euro 650m 3.121% 2030 Callable bond, and our euro 750m 3.278% 2033 Callable bond.<br>The fair value of fixed-rate publicly traded debt is based on year end quoted market prices; the fair value of floating rate debt is nominal value,<br>as mark-to-market differences would be minimal given the frequency of resets. The carrying value of loans designated at FVPL is the fair value;<br>this falls within the Level 1 valuation method as defined in Note 13. For loans designated in a fair value hedge relationship, carrying value is<br>initially measured at fair value and remeasured for fair value changes in respect of the hedged risk at each reporting date. All other loans are<br>held at amortised cost. Fair values, as disclosed in the table above, are all determined using the Level 1 valuation method as defined in Note 13,<br>with the exception of overdrafts and lease liabilities, where fair value approximates to carrying values.<br>The adjustment to the carrying value of bonds designated in a fair value hedge relationship in the year was a decrease in the liability of $21m,<br>and the cumulative adjustment was a decrease in the liability of $5m. A gain of $4m was made during the year on the fair value of bonds<br>designated in a fair value hedge. Under IFRS 9 ‘Financial Instruments’, the Group records the component of fair value changes relating to the<br>component of own credit risk through Other comprehensive income. Changes in credit risk had no material effect on any other financial assets<br>and liabilities recognised at fair value in the Group Financial Statements. The change in fair value attributable to changes in credit risk is calculated<br>as the change in fair value not attributable to market risk.<br>The interest rates used to discount future cash flows for fair value adjustments, where applicable, are based on market swap curves at the<br>reporting date, and were as follows:<br>2025 2024<br>Loans and borrowings 1.9% to 2.6% 2.0% to 2.9%<br>19 Interest-bearing loans and borrowings continued<br>AstraZeneca Annual Report & Form 20-F Information 2025 158<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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20 Trade and other payables 2025 2024<br>$m $m<br>Current liabilities<br>Trade payables 3,820 3,640<br>Value-added and payroll taxes and social security 580 401<br>Rebates, chargebacks, returns and other revenue accruals 9,681 7,805<br>Clinical trial accruals 1,780 1,419<br>Other accruals 7,258 6,463<br>Collaboration Revenue contract liabilities – 7<br>Vaccine contract liabilities 142 119<br>Deferred government grant income 2 –<br>Contingent consideration 346 1,170<br>Other payables 1,671 1,441<br>Total 25,280 22,465<br>Non-current liabilities<br>Accruals 85 65<br>Deferred government grant income 55 –<br>Contingent consideration 204 581<br>Other payables 2,035 1,124<br>Total 2,379 1,770<br>Included within Rebates, chargebacks, returns and other revenue accruals are contract liabilities of $63m (2024: $114m). The revenue recognised<br>in the year from opening contract liabilities is $107m, comprising $100m relating to other revenue accruals and $7m Collaboration Revenue<br>contract liabilities. The major markets with Rebates, chargebacks, returns and other revenue accruals are the US where the liability at 31 December<br>2025 amounted to $5,941m (2024: $4,978m), of which Rare Disease comprises $336m (2024: $240m), and China where the liability at<br>31 December 2025 amounted to $619m (2024: $532m).<br>Trade payables includes $100m (2024: $105m) due to suppliers that have signed up to a supply chain financing programme, under which the<br>suppliers can elect on an invoice-by-invoice basis to receive a discounted early payment from the relationship bank rather than being paid in<br>line with the agreed payment terms. If the option is taken, the Group’s liability is assigned by the supplier to be due to the relationship bank rather<br>than the supplier. The value of the liability payable by the Group remains unchanged. The Group assesses the arrangement against indicators<br>to assess if debts which vendors have sold to the funder under the supplier financing scheme continue to meet the definition of trade payables<br>or should be classified as borrowings. At 31 December 2025, the payables met the criteria of Trade payables. The supply chain financing<br>programme operates in the US, UK, Sweden, China and Germany, and as at 31 December 2025, the programme had 310 suppliers enrolled<br>across these countries.<br>Vaccine contract liabilities relate to amounts received from customers, primarily government bodies, in advance of supply of product.<br>Included within current Other payables are liabilities relating to future sales related payments to Daiichi Sankyo totalling $673m (2024: $377m)<br>resulting from the collaboration agreement in relation to Enhertu entered into in March 2019. Additionally, included within non-current Other<br>payables are liabilities relating to future sales related payments totalling $579m (2024: $456m) as a result of the Enhertu collaboration agreement,<br>$499m (2024: $462m) owed to Bond Avillion 2 Development LP as a result of the Airsupra collaboration agreement entered into in March 2018<br>and $201m (2024: $nil) owed to MSD as a result of the Koselugo collaboration agreement entered into in 2017 and amended in August 2025.<br>In November 2020, Calquence received marketing approval in the European Union, which removed all remaining conditionality in respect of the<br>Acerta Pharma put and call options regarding the non-controlling interest; the option was exercised in April 2021. The payments were made in<br>similar annual instalments in 2022 through to 2024, with the final payment of $833m made in 2024. Interest arising from amortising the liability<br>was included within Finance expense (see Note 4). The associated cash flows were disclosed as financing activities within the Consolidated<br>Statement of Cash Flows.<br>With the exception of Contingent consideration payables of $550m (2024: $1,751m) which are held at fair value within Level 3 of the fair value<br>hierarchy as defined in Note 13, all other financial liabilities are held at amortised cost with carrying value being a reasonable approximation of<br>fair value.<br>Contingent consideration 2025 2024 2023<br>$m $m $m<br>At 1 January 1,751 2,137 2,222<br>Additions through business combinations – 198 60<br>Settlements (1,164) (1,008) (826)<br>Revaluations (97) 311 549<br>Discount unwind (Note 4) 60 113 132<br>At 31 December 550 1,751 2,137<br>Contingent consideration arising from business combinations is fair valued using decision-tree analysis, with key inputs including the probability<br>of success, consideration of potential delays and the expected levels of future revenues.<br>AstraZeneca Annual Report & Form 20-F Information 2025 159<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>Revaluations of Contingent consideration are recognised in Selling, general and administrative expense and include a decrease of $44m in 2025<br>(2024: increase of $260m; 2023: increase of $520m) based on revenue and royalty forecasts, relating to the acquisition of BMS’s share of the<br>Global Diabetes Alliance. Discount unwind on the liability is included within Finance expense (see Note 4).<br>The discount rates used for the Contingent consideration balances range from 5% to 8%. The most significant Contingent consideration balance<br>is the Global Diabetes Alliance which is discounted at 8% and is reviewed against comparable benchmarks on a regular basis.<br>Management has identified that reasonably possible changes in certain key assumptions, including the likelihood of achieving successful trial<br>results, obtaining regulatory approval, the projected market share of the therapy area and expected pricing for launched products, may cause<br>the calculated fair value of the above contingent consideration to vary materially in future years.<br>The contingent consideration balance relating to BMS’s share of Global Diabetes Alliance of $257m (2024: $1,309m; 2023: $1,945m) is due for<br>final payment in 2026.<br>The maximum development and sales milestones payable under outstanding Contingent consideration arrangements arising on business<br>combinations are as follows:<br>Nature of Maximum future milestones<br>Acquisitions Year contingent consideration $m<br>Spirogen Sarl 2013 Milestones 171<br>Amplimmune, Inc. 2013 Milestones 150<br>Almirall, S.A. 2014 Milestones and royalties 345<br>Fusion Pharmaceuticals, Inc. 2024 Milestones 304<br>Gracell Biotechnologies, Inc. 2024 Milestones 149<br>The amount of royalties payable under the arrangements is inherently uncertain and difficult to predict, given the direct link to future sales and<br>the range of outcomes. The maximum amount of royalties payable in each year is with reference to net sales.<br>21 Provisions<br>Employee Other<br>Severance Environmental benefits Legal provisions Total<br>$m $m $m $m $m $m<br>At 1 January 2024 176 112 168 1,016 683 2,155<br>Additions arising on business acquisitions – – – – 50 50<br>Charge for year 283 26 30 44 478 861<br>Cash paid (101) (33) (7) (189) (146) (476)<br>Reversals (83) – (1) (9) (255) (348)<br>Exchange and other movements – – (24) (3) (25) (52)<br>At 31 December 2024 275 105 166 859 785 2,190<br>Charge for year 190 27 40 252 189 698<br>Cash paid (217) (25) (5) (720) (282) (1,249)<br>Reversals (64) – (7) (18) (68) (157)<br>Exchange and other movements 13 – (4) 3 110 122<br>At 31 December 2025 197 107 190 376 734 1,604<br>2025 2024<br>$m $m<br>Due within one year 686 1,269<br>Due after more than one year 918 921<br>Total 1,604 2,190<br>Provisions are often subject to substantial uncertainties with regard to the timing and final amounts of any payments. These uncertainties can<br>also cause a reversal in previously established provisions once final settlement is reached. Once established, these amounts remain in Provisions<br>even after settlement is reached and uncertainty resolved, with no transfer to Trade and other payables prior to payment. This is to provide more<br>transparent disclosure of subsequent movements in brought forward and carried forward balances. Settled legal claims included within Provisions<br>are held at amortised cost with carrying value being a reasonable approximation of fair value.<br>Severance provisions arise predominantly in connection with global restructuring initiatives, including the Alexion PAAGR, which involve<br>rationalisation of the global supply chain, the sales and marketing organisation, IT and business support infrastructure, and R&D.<br>Employee costs in connection with the initiatives are recognised in severance provisions when a detailed formal plan has been communicated<br>to those employees affected. Final severance costs are often subject to the completion of the requisite consultations on the areas impacted,<br>with the majority of the cost expected to be paid within one year. AstraZeneca endeavours to support employees affected by restructuring<br>initiatives to seek alternative roles within the organisation. Where the employee is successful, any severance provisions will be released.<br>Details of the Environmental provisions totalling $107m (2024: $105m) and ongoing matters are provided in Note 30.<br>20 Trade and other payables continued<br>AstraZeneca Annual Report & Form 20-F Information 2025 160<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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A significant proportion of the total legal provision ($194m (2024: $626m) due within one year and $177m (2024: $210m) due after more than<br>one year1<br>) relates to matters settled, but not paid, in previous periods; further details are provided in Note 30.<br>The majority of Employee benefit provisions relate to Executive Deferred Compensation Plans, which include uncertainty over the ultimate timing<br>and amount of payment to be made to the executives.<br>Other provisions comprise amounts relating to specific contractual or constructive obligations and disputes. Included within Other provisions are<br>amounts associated with long-standing product liability settlements that arose prior to the merger of Astra and Zeneca, which given the nature<br>of the provision, the amounts are expected to be settled over many years; the final settlement values and timings are uncertain. Also included in<br>Other provisions is an amount of $166m (2024: $145m), in relation to third-party liability and other risks (including incurred but not yet reported<br>claims); the claims are considered to be uncertain as to timing and amount. Charges to Other provisions in 2025 included $7m (2024: $184m)<br>in relation to the PAAGR restructuring programme, which has a closing provision of $78m (2024: $80m), including $59m (2024: $58m) held in<br>non-current provisions expected to be settled over time by 2028.<br>No provision has been released or applied for any purpose other than that for which it was established.<br>1 The expected profile of future payments of legal provisions due after one year is as follows: in one to two years $19m (2024: $167m); in two to three years $131m (2024: $9m); in three to<br>four years $11m (2024: $12m); in four to five years $9m (2024: $9m); and in more than five years $7m (2024: $13m).<br>22 Post-retirement pension and other defined benefit schemes<br>Background<br>This section predominantly covers defined benefit (DB) arrangements such as post-retirement pension and medical plans which make up the<br>vast bulk of these liabilities. However, it also incorporates other benefits which fall under IAS 19 ‘Employee Benefits’ rules and which require<br>an actuarial valuation, including but not limited to: lump sum plans, long-service awards and defined contribution pension plans which have<br>some DB characteristics (e.g. a minimum guaranteed level of benefit). In total, over 50 plans in 28 countries are covered.<br>The Group and most of its subsidiaries offer post-retirement pension plans which cover the majority of employees. The Group’s policy is to provide<br>defined contribution (DC) orientated pension provision to its employees unless otherwise compelled by local regulation. As a result, many of<br>these retirement plans are DC, where the Group contribution and resulting charge is fixed at a set level, or is a set percentage of employees’ pay.<br>However, several plans, mainly in the UK and Sweden, are DB, where benefits are based on employees’ length of service and salary. The major<br>DB plans are largely legacy arrangements as they have been closed to new entrants since 2000, apart from the collectively bargained Swedish<br>plan (which is still open to employees born before 1979). During 2010, following consultation with its UK employees’ representatives, the Group<br>introduced a freeze on pensionable pay at 30 June 2010 levels for DB members of the UK Pension Fund. The number of active members in the<br>Fund continues to decline and is now 296 employees.<br>The Group’s DB plans are largely funded through ring-fenced, fiduciary-administered assets. The cash funding of the plans, which may from<br>time to time involve payments from the Group, is designed, in consultation with independent qualified actuaries, to ensure that the assets are<br>sufficient to meet future obligations as and when they fall due. The funding level is monitored by the Group and local fiduciaries, who may take<br>into account various factors, including: the strength of the Group’s covenant, local regulation, cash flows, and the solvency and maturity of<br>the pension plan.<br>Funding Framework<br>Eighty six per cent of the Group’s total DB obligations (or 53% of net obligations) at 31 December 2025 are in plans within the UK and Sweden.<br>The Group has developed a long-term funding framework for such plans which targets either full funding on a low-risk funding measure, or<br>buyout with an external third party as the pension plans mature, with pragmatic long-term de-risking of investment strategy along the way.<br>Unless local regulation dictates otherwise, this framework determines the cash contributions payable.<br>UK<br>The UK Pension Fund represents approximately 64% of the Group’s DB obligations at 31 December 2025. The funding framework is modified<br>in light of the UK regulatory requirements (summarised below) and resulting discussions with the Trustee.<br>Role of Trustee and Regulation<br>The UK Pension Fund is governed and administered by a corporate Trustee. The Trustee Directors are comprised of representatives appointed<br>by both the employer and Fund members and include an independent professional Trustee Director. The Trustee Directors are required by law<br>to act in the interest of all relevant beneficiaries and are responsible, in particular, for investment strategy and the day-to-day administration of<br>the benefits. They are also responsible for jointly agreeing, with the employer, the level of contributions required to ensure the funding objective<br>is met.<br>The UK pensions industry is regulated by The Pensions Regulator whose statutory objectives and regulatory powers are described on its website,<br>www.thepensionsregulator.gov.uk.<br>Guaranteed Minimum Pensions (GMP) equalisation of member benefits, as required by UK legislation, was completed for pensioner and<br>dependent members in 2024 and, for non-pensioner members, a process is in place to equalise their benefits at their point of retirement.<br>An estimate of the impact of these changes has already been recognised in 2018 and 2020, and actual experience is in line with the estimates<br>previously recognised.<br>AstraZeneca Annual Report & Form 20-F Information 2025 161<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>22 Post-retirement pension and other defined benefit schemes continued<br>In June 2023, the UK High Court (Virgin Media Limited v NTL Pension Trustees II Limited) ruled that certain historical amendments for contracted-out DB pension plans were invalid if they were not accompanied by the correct actuarial confirmation. In July 2025, the UK Government confirmed<br>that it will introduce legislation to give affected pension schemes the ability to retrospectively obtain written actuarial confirmation that historic<br>benefit changes met the necessary standards. The Trustee has considered this matter with their legal adviser. The Trustee has not conducted<br>any detailed investigations as they have no reason to believe that any such confirmations were not provided and so no impact is expected on<br>the UK Pension Fund.<br>Funding requirements and security<br>UK legislation requires that an actuarial valuation is completed for all DB pension schemes every three years, which compares the schemes’<br>liabilities to its assets. As part of the triennial valuation process, the Trustee and the Group must agree on a set of assumptions to value the<br>liabilities and determine the contributions required, if any, to ensure the UK Pension Fund is fully funded over an appropriate time period and<br>on a suitably prudent measure. The assumptions used to value the liabilities for the triennial actuarial valuation are required to be prudent,<br>whereas the assumptions used to prepare an IAS 19 accounting valuation are required to be ‘best estimate’.<br>The last full actuarial valuation of the UK Pension Fund was carried out by a qualified actuary as at 31 March 2022 and finalised in May 2023,<br>ahead of the statutory deadline. The funding assumptions used in this actuarial valuation were set out in the Group’s 2023 annual report. The<br>actuarial valuation at 31 March 2025 will be the first valuation under the Pensions Regulator’s new DB funding code of practice, and is currently<br>in progress, with a likely timescale for completion during the second quarter of 2026. However, the value of the Fund’s obligations disclosed at<br>31 December 2025 incorporates data from this latest actuarial valuation including updated membership information and demographic assumptions.<br>Aspects of the triennial actuarial valuation are governed by a long-term funding agreement, effective since October 2016, which sets out a path<br>to full funding on a low-risk measure. Under this agreement, if a deficit exists, the Group is required to provide security. This security takes<br>the form of a charge in favour of the Trustee over all land and buildings on the Group’s Cambridge Biomedical Campus site. This charge was<br>enacted in December 2023, and provides long-term security to the Trustee in respect of the Group’s future deficit recovery contributions. At<br>the last assessment date (1 December 2023), the value of the charge was £317m ($427m at December 2025 exchange rates) and it is capped<br>at £350m ($471m). The value of the charge will vary and is expected to reduce over time, before falling away. Under the terms of the charge,<br>the Trustee can only exercise its right over the ownership of the site in a Group insolvency event.<br>In relation to deficit recovery contributions, in March 2025, the Group made a lump sum contribution of £39m ($49m). Further annual<br>contributions of £39m are due before 31 March 2026 and each year up to 31 March 2028. Based on 31 December 2025 IAS 19 assumptions,<br>it is expected that ongoing contributions (excluding past service deficit contributions) during the year ending 31 December 2026 for the UK<br>will be approximately $17m.<br>GMP equalisation of member benefits has been completed for pensioner and dependent members and, for non-pensioner members, a process<br>is in place to equalise their benefits at their point of retirement. The method of equalisation converts GMP to non-GMP pension to simplify the<br>structure and administration of benefits.<br>A new, voluntary, Flexible Pension Option was introduced from 1 July 2025, allowing retiring members to reshape their pension benefit. A $33m<br>past service credit was taken to the Consolidated Statement of Comprehensive Income in May 2025 reflecting expected take-up of this<br>option.<br>Under the governing documentation of the UK Pension Fund, any future surplus in the Fund would be returnable to the Group by refund assuming<br>gradual settlement of the liabilities over the lifetime of the Fund. In particular, the Trustee has no unilateral right to wind up the Fund without<br>Company consent nor does it have the power to unilaterally use any surplus to augment benefits prior to wind-up. As such, there are no<br>adjustments required in respect of IFRIC 14 ‘IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction’.<br>Sweden<br>The Swedish plans account for 22% of the Group’s DB obligations. They are governed by Fiduciary Bodies with responsibility for the investment<br>of the assets. These plans are funded in line with the Group’s long-term funding framework and local regulations.<br>The Swedish DB pension plans were actuarially valued at 31 December 2024, when plan obligations were estimated to amount to $1,508m and<br>plan assets were $1,056m. The local Swedish GAAP funding position can influence contribution policy. Over 2025, for the largest pension plan,<br>the Group did not request a reimbursement of benefit payments made throughout the year as the funding level was below 100% on the Swedish<br>GAAP basis and so any such reimbursement is not permitted. These benefit payments over 2025, totalling approximately $60m, are therefore<br>regarded as Group contributions.<br>Based on 31 December 2025 IAS 19 assumptions, it is expected that contributions during the year ending 31 December 2026 for Sweden will<br>be approximately $64m.<br>AstraZeneca Annual Report & Form 20-F Information 2025 162<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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Other defined benefit plans<br>The Group provides DB plans other than pensions which are reported under IAS 19. These include lump sum plans, long-service awards and<br>defined contribution pension plans which have a guaranteed minimum benefit. However, the largest category of these ‘other’ non-pension plans<br>are healthcare benefits.<br>The cost of post-retirement benefits other than pensions for the Group in 2025 was $1m (2024: $1m; 2023: $1m). Plan assets were $141m and<br>plan obligations were $83m at 31 December 2025.<br>Financial assumptions<br>Qualified independent actuaries have updated the actuarial valuations under IAS 19 for the major DB plans operated by the Group to 31 December<br>2025. The assumptions used may not necessarily be borne out in practice, due to the inherent financial and demographic uncertainty associated<br>with making long-term projections. These assumptions reflect the changes which have the most material impact on the results of the Group<br>and were as follows:<br>2024<br>UK Sweden Rest of Group1<br>Inflation assumption 3.2% 1.8% 2.1%<br>Rate of increase in salaries –3 3.3% 3.6%<br>Rate of increase in pensions in payment 3.0% 1.8% 2.1%<br>Discount rate – defined benefit obligation 5.5% 3.5% 3.5%<br>Discount rate – interest cost 5.4% 3.4% 3.5%<br>Discount rate – service cost 5.5% 3.5% 3.5%<br>2025<br>UK Sweden Rest of Group1<br>Inflation assumption 2.8%2 1.7% 2.0%<br>Rate of increase in salaries –3 3.2% 3.5%<br>Rate of increase in pensions in payment 2.7% 1.7% 2.0%<br>Discount rate – defined benefit obligation4 5.5% 3.8% 4.3%<br>Discount rate – interest cost5 5.1% 3.6% 3.9%<br>Discount rate – service cost5 5.7% 3.9% 4.5%<br>1 Rest of Group reflects the assumptions in Germany as these have the most material impact on the Group. 2 The UK inflation assumption includes an allowance for some UK inflation experience over 2025. 3 Pensionable pay frozen at 30 June 2010 levels following UK fund changes.<br>4 Group defined benefit obligation as at 31 December 2025 calculated using discount rates based on market conditions as at 31 December 2025. 5 2025 interest costs and service costs calculated using discount rates based on market conditions as at 31 December 2024.<br>The weighted average duration of the post-retirement scheme obligations is approximately 10 years in the UK, 16 years in Sweden and 12 years<br>for the Rest of the Group (including Germany).<br>Demographic assumptions<br>The mortality assumptions are based on country-specific mortality tables. These are compared to actual experience and adjusted where sufficient<br>data are available. Additional allowance for future improvements in life expectancy is included for all major plans where there is credible data<br>to support a continuing trend.<br>The table below illustrates life expectancy assumptions at age 65 for male and female members retiring in 2025 and male and female members<br>expected to retire in 2045 (2024: 2024 and 2044 respectively).<br>Life expectancy assumption for a male member retiring at age 65 Life expectancy assumption for a female member retiring at age 65<br>Country 2025 2045 2024 2044 2025 2045 2024 2044<br>UK 23.0 24.3 22.1 23.1 24.2 25.6 23.7 24.8<br>Sweden 22.8 24.3 21.8 24.1 24.4 25.3 23.9 26.3<br>In the UK, the Group updated the mortality tables used, reflecting analysis carried out as part of the latest actuarial valuation and adopted the<br>CMI Core 2024 Mortality Projections Model with core fitting parameters (H=1.0, SK=7.0), an addition to initial rates of improvement of 0.5% p.a.<br>and a 1.0% p.a. long-term improvement rate. Other demographic assumptions were updated based on analysis carried out as part of the 2025<br>actuarial valuation. The Group has assumed that 15% of members (2024: 15%) will transfer out of the DB section of the UK Pension Fund at an<br>average age of 59 (2024: 57).<br>In Sweden, the Group continues to use the most recently published mortality tables, DUS23, for the year.<br>AstraZeneca Annual Report & Form 20-F Information 2025 163<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>22 Post-retirement pension and other defined benefit schemes continued<br>Risks associated with the Group’s defined benefit pension plans<br>The UK DB plan accounts for 64% of the Group’s DB obligations and exposes the Group to a number of risks, which the Group monitors and works<br>with the Trustee to mitigate (noting it is the Trustee who has the remit and ultimate decision making powers). The most significant of which are:<br>Risk Description Mitigation<br>1 Asset pricing The Defined Benefit Obligation (DBO) is calculated using a discount<br>rate set with reference to AA-rated corporate bond yields; asset returns<br>that differ from the discount rate will create an element of volatility<br>in the solvency ratio. Approximately 45% of the UK Pension Fund<br>is exposed to growth assets, including global investments, most of<br>which are not sterling denominated. Although these growth assets<br>are expected to outperform AA-rated corporate bonds in the long<br>term, they can lead to volatility and mismatching risk in the short term.<br>The allocation to growth assets is monitored to ensure it remains<br>appropriate given the UK Pension Fund’s long-term objectives and<br>risk budget.<br>The Trustee invests in a suitably diversified range of asset classes<br>with different return drivers and investment managers. Investment<br>strategy will evolve to further improve the expected risk/return<br>profile as opportunities arise and funding solvency improves.<br>The Trustee has hedged approximately 87% of unintended non-sterling, overseas currency risk within the UK Pension Fund assets.<br>2 Interest rate A decrease in corporate bond yields will increase the present value<br>placed on the DBO under IAS 19.<br>The interest rate hedge of the UK Pension Fund is predominantly<br>implemented via holding gilts (and gilt repurchase agreements or<br>‘gilt repo’) of appropriate duration. This hedge protects to a large<br>degree against falls in long-term interest rates and the UK Pension<br>Fund is 100% hedged as a percentage of assets at the end of 2025<br>(versus target of 100%). Nonetheless, there remain differences in<br>the bonds and instruments held by the UK Pension Fund to hedge<br>interest rate risk on the statutory and long-term funding basis (gilts<br>and ‘gilt repo’) and the bonds included in the yield curve to set the<br>DBO discount rate on an IAS 19 basis (AA corporate bonds). As such,<br>there remains mismatching risk on an IAS 19 basis should yields on<br>gilts diverge compared to AA corporate bonds.<br>3 Inflation The majority of the DBO is indexed in line with price inflation (mainly<br>inflation as measured by the UK Retail Price Index (RPI) but also for<br>some members, a component of pensions is indexed by the UK<br>Consumer Price Index (CPI)) and higher inflation will lead to higher<br>liabilities (although, in the vast majority of cases, this is capped at<br>an annual increase of 5%, known as Limited Price Indexation or LPI).<br>The UK Pension Fund holds RPI index-linked gilts and ‘gilt repo’.<br>The inflation hedge of the UK Pension Fund protects to some degree<br>against higher-than-expected inflation increases on the DBO and is<br>approximately 96% hedged as a percentage of assets at the end of<br>2025 (versus a target of 100%).<br>4 Longevity The majority of the UK Pension Fund’s obligations are to provide<br>benefits for the life of the member, so increases in life expectancy<br>will result in an increase in the liabilities.<br>In 2013, the Trustee entered into a longevity swap to hedge against<br>the risk of increasing life expectancy over the next circa 70 years.<br>The swap currently covers approximately 7,500 of the UK Pension<br>Fund’s pensioners, equivalent to $2.0bn of Pension Fund liability.<br>A one-year increase in life expectancy would result in a $161m<br>increase in Pension Fund obligations, which would be partially<br>offset by a $81m increase in the value of the longevity swap and<br>hence the pension fund assets.<br>5 Cash flow<br>and liquidity<br>The UK Pension Fund is maturing and is cash flow negative. Assets<br>are liquidated to meet benefit outgo and potentially from time to<br>time, to supplement the collateral pool required to post margin for<br>derivative holdings.<br>There is a risk of the Trustee requesting liquidity support from the<br>Group to meet margin calls or expenditure, if the liquidity position<br>of the UK Pension Fund is not effectively monitored and managed.<br>The Trustee invests in a diversified portfolio of highly liquid assets<br>to manage sequencing risk and operates a collateral management<br>policy, maintaining a minimum liquidity ‘buffer’. As at the end of<br>2025, the buffer is well above recommended regulatory guidelines<br>and the minimum thresholds, and can be quickly supplemented in<br>an orderly manner.<br>At 31 December 2025, 8% of assets are invested in a cash-flow driven<br>investment portfolio, consisting of investment-grade corporate bonds.<br>The purpose of this portfolio is to generate income to help meet the<br>Fund’s benefit outgo. The portfolio is expected to grow over time as<br>further de-risking occurs and when attractive pricing points present.<br>Other risks<br>There are a number of other risks of administering the UK Pension Fund which the Trustee manages with Group input. Some of the major risks<br>include counterparty risks from using derivatives (mitigated by using a specialist investment manager to oversee a diversified range of<br>counterparties of high standing and ensuring positions are collateralised daily). Furthermore, there are operational risks (such as paying out<br>the wrong benefits) and regulatory risks (such as the UK Government introducing new legislation). These are mitigated so far as possible via<br>the governance structure in place which oversees and administers the Pension Fund.<br>Fiduciary Boards who govern the Swedish pension plans also monitor and manage these key risks, where relevant and possible to do so,<br>in a similar way, by investing in a diversified manner (to mitigate the first risk) and employing a framework to hedge interest rate risk where<br>practicable (to mitigate the second risk). It is not possible to hedge inflation risk (third risk) nor longevity risk (fourth risk) due to a lack of<br>available instruments in the local market. As the Swedish plans are less mature and have a longer investment horizon, the fifth risk is not as<br>significant compared to the UK Pension Fund.<br>Fiduciary boards are aware of Environmental, Social and Governance (ESG) risks as they pertain to investment policy, and where local regulation<br>allows, have policies in place to monitor and manage such risks and comply with local legislation and disclosure requirements.<br>AstraZeneca Annual Report & Form 20-F Information 2025 164<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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Assets and obligations of defined benefit plans<br>The assets and obligations of the DB schemes operated by the Group at 31 December 2025, as calculated in accordance with IAS 19, are<br>shown below.<br>Scheme assets 2024<br>UK Sweden Rest of Group Total<br>Quoted Unquoted Quoted Unquoted Quoted Unquoted Quoted Unquoted Total<br>$m $m $m $m $m $m $m $m $m<br>Government bonds1 1,884 – – – 45 – 1,929 – 1,929<br>Corporate bonds2 352 – – – 6 – 358 – 358<br>Derivatives3 – (355) – 475 – – – 120 120<br>Investment funds: Listed Equities4 – 374 – – 38 23 38 397 435<br>Investment funds: Absolute Return/Multi Strategy4 – 1,051 – 420 5 7 5 1,478 1,483<br>Investment funds: Corporate Bonds/Credit4 – 601 – 159 182 19 182 779 961<br>Cash and cash equivalents 32 336 – 2 2 2 34 340 374<br>Other – – – – (6) 194 (6) 194 188<br>Total fair value of scheme assets5 2,268 2,007 – 1,056 272 245 2,540 3,308 5,848<br>2025<br>UK Sweden Rest of Group Total<br>Quoted Unquoted Quoted Unquoted Quoted Unquoted Quoted Unquoted Total<br>$m $m $m $m $m $m $m $m $m<br>Government bonds1 2,231 – – – 2 48 2,233 48 2,281<br>Corporate bonds2 387 – – – 4 1 391 1 392<br>Derivatives3 – (316) – (38) – (1) – (355) (355)<br>Investment funds: Listed Equities4 – 215 – – 51 3 51 218 269<br>Investment funds: Absolute Return/Multi Strategy4 – 1,021 – 529 – 6 – 1,556 1,556<br>Investment funds: Corporate Bonds/Credit4 – 628 – 205 186 – 186 833 1,019<br>Cash and cash equivalents – 431 – 626 7 7 7 1,064 1,071<br>Other – – – – 1 247 1 247 248<br>Total fair value of scheme assets5 2,618 1,979 – 1,322 251 311 2,869 3,612 6,481<br>1 Predominantly developed markets in nature.<br>2 Predominantly developed markets in nature and investment grade (AAA-BBB).<br>3 Includes interest rate swaps, inflation swaps, longevity swaps, equity total return swaps and other contracts. More detail is given in the section Risks associated with the Group’s defined<br>benefit pension plans from page 164. Derivative fair values are determined by independent third parties.<br>4 Investment funds are pooled, commingled vehicles, whereby the pension plan owns units in the fund, alongside other investors. The pension plans invest in a number of investment funds,<br>including Listed Equities (primarily developed markets with some emerging markets), Corporate Bonds/Credit (a range of investment-grade and non-investment-grade credit) and<br>Absolute Return/Multi Strategy (actively managed multi-asset exposure both across and within traditional and alternative asset classes). The price of the funds is set by independent<br>administrators/custodians employed by the investment managers and based on the value of the underlying assets held in the fund. Details of pricing methodology is set out within<br>internal control reports provided for each fund. Prices are updated daily, weekly or monthly depending upon the frequency of the fund’s dealing.<br>5 None of the Group’s own assets were included in the scheme assets (2024: $nil).<br>Scheme obligations 2024<br>UK Sweden Rest of Group Total<br>$m $m $m $m<br>Present value of scheme obligations in respect of:<br>Active membership (200) (543) (481) (1,224)<br>Deferred membership (667) (393) (197) (1,257)<br>Pensioners (3,725) (572) (301) (4,598)<br>Total value of scheme obligations (4,592) (1,508) (979) (7,079)<br>2025<br>UK Sweden Rest of Group Total<br>$m $m $m $m<br>Present value of scheme obligations in respect of:<br>Active membership (150) (577) (532) (1,259)<br>Deferred membership (566) (431) (199) (1,196)<br>Pensioners (4,051) (672) (302) (5,025)<br>Total value of scheme obligations (4,767) (1,680) (1,033) (7,480)<br>AstraZeneca Annual Report & Form 20-F Information 2025 165<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>22 Post-retirement pension and other defined benefit schemes continued<br>Net (deficit)/surplus in the scheme 2024<br>UK Sweden Rest of Group Total<br>$m $m $m $m<br>Total fair value of scheme assets 4,275 1,056 517 5,848<br>Total value of scheme obligations (4,592) (1,508) (979) (7,079)<br>Deficit in the scheme as recognised in the Consolidated Statement of Financial Position (317) (452) (462) (1,231)<br>Included in Non-current other receivables (Note 15) – – 991 99<br>Included in Retirement benefit obligations (317) (452) (561) (1,330)<br> (317) (452) (462) (1,231)<br>2025<br>UK Sweden Rest of Group Total<br>$m $m $m $m<br>Total fair value of scheme assets 4,597 1,322 562 6,481<br>Total value of scheme obligations (4,767) (1,680) (1,033) (7,480)<br>Deficit in the scheme as recognised in the Consolidated Statement of Financial Position (170) (358) (471) (999)<br>Included in Non-current other receivables (Note 15) – – 1061 106<br>Included in Retirement benefit obligations (170) (358) (577) (1,105)<br> (170) (358) (471) (999)<br>1 Surpluses were recognised in the US, Ireland and Belgium.<br>Fair value of scheme assets 2025 2024<br>UK Sweden Rest of Group Total UK Sweden Rest of Group Total<br>$m $m $m $m $m $m $m $m<br>At beginning of year 4,275 1,056 517 5,848 4,759 1,068 652 6,479<br>Interest income on scheme assets 232 40 17 289 214 33 15 262<br>Expenses (5) – – (5) (5) – – (5)<br>Actuarial gains/(losses) 61 25 (1) 85 (370) 55 – (315)<br>Exchange and other adjustments 304 202 37 543 (67) (98) (20) (185)<br>Employer contributions 65 57 64 186 66 50 50 166<br>Participant contributions 1 – 12 13 1 – 12 13<br>Benefits paid (336) (58) (84) (478) (323) (52) (76) (451)<br>Settlements1 – – – – – – (116) (116)<br>Scheme assets’ fair value at end of year 4,597 1,322 562 6,481 4,275 1,056 517 5,848<br>1 The 2024 settlement is the buyout of post-retirement pension plans in Norway and the Netherlands.<br>The actual return on the plan assets was a gain of $374m (2024: loss of $53m).<br>Movement in post-retirement scheme obligations 2025 2024<br>UK Sweden Rest of Group Total UK Sweden Rest of Group Total<br>$m $m $m $m $m $m $m $m<br>Present value of obligations<br>in scheme at beginning of year (4,592) (1,508) (979) (7,079) (5,161) (1,602) (1,144) (7,907)<br>Current service cost (5) (41) (40) (86) (6) (26) (40) (72)<br>Past service credit/(cost) 32 (5) (1) 26 (2) (8) 1 (9)<br>Participant contributions (1) – (12) (13) (1) – (12) (13)<br>Benefits paid 336 58 84 478 323 52 76 451<br>Interest expense on post-retirement<br>scheme obligations (248) (55) (37) (340) (231) (47) (34) (312)<br>Actuarial gains/(losses) 30 149 26 205 416 (23) 2 395<br>Exchange and other adjustments (319) (278) (87) (684) 70 146 56 272<br>Settlements1 – – 13 13 – – 116 116<br>Present value of obligations<br>in scheme at end of year (4,767) (1,680) (1,033) (7,480) (4,592) (1,508) (979) (7,079)<br>1 The 2024 settlement is the buyout of post-retirement pension plans in Norway and the Netherlands.<br>AstraZeneca Annual Report & Form 20-F Information 2025 166<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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The obligations arise from the following plans:<br>2025 2024<br>UK Sweden Rest of Group Total UK Sweden Rest of Group Total<br>$m $m $m $m $m $m $m $m<br>Funded – pension schemes1 (4,758) (1,678) (777) (7,213) (4,582) (1,505) (717) (6,804)<br>Funded – post-retirement healthcare – – (67) (67) – – (78) (78)<br>Unfunded – pension schemes1 – (2) (179) (181) – (3) (167) (170)<br>Unfunded – post-retirement healthcare (9) – (10) (19) (10) – (17) (27)<br>Total (4,767) (1,680) (1,033) (7,480) (4,592) (1,508) (979) (7,079)<br>1 Includes defined benefit pension schemes and other plans, such as lump sum, long-service awards and DC plans with underpins.<br>Consolidated Statement of Comprehensive Income disclosures<br>The amounts that have been charged to the Consolidated Statement of Comprehensive Income, in respect of DB schemes for the years ended<br>31 December 2025 and 31 December 2024, are set out below.<br>2025 2024<br>UK Sweden Rest of Group Total UK Sweden Rest of Group Total<br>$m $m $m $m $m $m $m $m<br>Operating profit<br>Current service cost (5) (41) (40) (86) (6) (26) (40) (72)<br>Past service credit/(cost) 32 (5) (1) 26 (2) (8) 1 (9)<br>Expenses (5) – – (5) (5) – – (5)<br>Total credit/(charge) to Operating profit 22 (46) (41) (65) (13) (34) (39) (86)<br>Finance expense<br>Interest income on scheme assets 232 40 17 289 214 33 15 262<br>Interest expense on post-retirement<br>scheme obligations (248) (55) (37) (340) (231) (47) (34) (312)<br>Net interest on post-employment<br>defined benefit plan liabilities (16) (15) (20) (51) (17) (14) (19) (50)<br>Credit/(charge) before taxation 6 (61) (61) (116) (30) (48) (58) (136)<br>Other comprehensive income<br>Difference between the actual return<br>and the expected return on the post-retirement scheme assets 61 25 (1) 85 (370) 55 – (315)<br>Experience gains/(losses) arising on the<br>post-retirement scheme obligations 17 60 (18) 59 3 (33) (10) (40)<br>Changes in financial assumptions<br>underlying the present value of the<br>post-retirement scheme obligations 87 89 44 220 414 11 11 436<br>Changes in demographic assumptions (74) – – (74) (1) (1) 1 (1)<br>Remeasurement of the<br>defined benefit liability 91 174 25 290 46 32 2 80<br>Past service cost includes granting early retirement in UK and Sweden.<br>Total Group pension costs in respect of defined contribution and DB schemes during the year are set out below (see Note 29).<br>2025 2024<br>$m $m<br>Defined contribution plans 553 528<br>Defined benefit plans − Current service cost and expenses 91 77<br>Defined benefit plans − Past service (credit)/cost (26) 9<br>Pension costs 618 614<br>AstraZeneca Annual Report & Form 20-F Information 2025 167<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>22 Post-retirement pension and other defined benefit schemes continued SE Rate sensitivities<br>The following tables show the US dollar effect of a change in the significant actuarial assumptions used to determine the retirement benefits<br>obligations in our two main DB pension obligation countries.<br>2025 2024<br>+0.5% −0.5% +0.5% −0.5%<br>Discount rate<br>UK ($m) 219 (238) 219 (239)<br>Sweden ($m) 116 (129) 110 (126)<br>Total ($m) 335 (367) 329 (365)<br>2025 2024<br>+0.5% −0.5% +0.5% −0.5%<br>Inflation rate1<br>UK ($m) (155) 142 (148) 142<br>Sweden ($m) (104) 95 (119) 104<br>Total ($m) (259) 237 (267) 246<br>2025 2024<br>+0.5% −0.5% +0.5% −0.5%<br>Rate of increase in salaries2<br>UK ($m) n/a n/a n/a n/a<br>Sweden ($m) (33) 32 (46) 43<br>Total ($m) (33) 32 (46) 43<br>2025 2024<br>+1 year −1 year +1 year −1 year<br>Mortality rate3<br>UK ($m) (161)4 1635 (178) 175<br>Sweden ($m) (58) 58 (74) 54<br>Total ($m) (219) 221 (252) 229<br>1 Rate of increase in pensions in payment follows inflation. The inflation sensitivity allows for the impact of a change in inflation on salary increases and pension increases (where these<br>assumptions are inflation-linked).<br>2 The salary increase sensitivity reflects the impact of an increase of only salary relative to inflation.<br>3 The sensitivity to the life expectancy assumption is estimated based on a revised mortality assumption that extends/reduces the current life expectancy by one year for a particular age.<br>4 Of the $161m increase, $81m is covered by the longevity swap.<br>5 Of the $163m decrease, $81m is covered by the longevity swap.<br>The sensitivity to the financial assumptions shown above has been estimated taking into account the approximate duration of the liabilities and<br>the overall profile of the plan membership.<br>23 Reserves<br>Retained earnings<br>The cumulative amount of goodwill written off directly to reserves resulting from acquisitions, net of disposals, amounted to $603m (2024: $580m;<br>2023: $595m) using year-end rates of exchange.<br>At 31 December 2025, 147,547 shares, at a cost of $25m, have been deducted from Retained earnings (2024: 442,342 shares, at a cost of $68m;<br>2023: 1,580,137 shares, at a cost of $129m) to satisfy future vesting of employee share plans.<br>There are no significant statutory or contractual restrictions on the distribution of current profits of subsidiaries; undistributed profits of prior years<br>are, in the main, permanently employed in the businesses of these companies. The undistributed income of AstraZeneca companies overseas<br>might be liable to overseas taxes and/or UK taxation (after allowing for double taxation relief) if they were to be distributed as dividends (see<br>Note 5).<br>2025 2024 2023<br>$m $m $m<br>Cumulative translation differences included within Retained earnings<br>At 1 January (4,069) (3,014) (3,694)<br>Foreign exchange arising on consolidation 2,387 (957) 608<br>Exchange adjustments on goodwill (recorded against Other reserves) 23 (15) 4<br>Foreign exchange arising on designated liabilities in net investment hedges1 18 (122) 24<br>Fair value movements on derivatives designated in net investment hedges 14 39 44<br>Net exchange movement in Retained earnings 2,442 (1,055) 680<br>At 31 December (1,627) (4,069) (3,014)<br>1 Foreign exchange arising on designated liabilities in net investment hedges includes $(137)m in respect of designated bonds and $155m in respect of designated contingent consideration<br>and other liabilities. The change in value of designated contingent consideration liabilities relates to $152m in respect of BMS’ share of Global Diabetes Alliance.<br>AstraZeneca Annual Report & Form 20-F Information 2025 168<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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The cumulative loss with respect to costs of hedging is $42m (2024: $43m; 2023: $22m) and the gain during the year was $1m (2024: loss<br>of $21m; 2023: loss of $19m).<br>The balance remaining in the foreign currency translation reserve from net investment hedging relationships for which hedge accounting no<br>longer applied is a gain of $527m. For further detail relating to hedging balances, please see the Hedge accounting section within Note 28,<br>from page 176.<br>Other reserves<br>The Other reserves arose from the cancellation of £1,255m of share premium account by the Company in 1993 and the redenomination of share<br>capital of $157m in 1999. The reserves are available for writing off goodwill arising on consolidation and, subject to guarantees given to preserve<br>creditors at the date of the court order, are available for distribution.<br>In the prior year, following an amendment to the Employee Benefit Trust (EBT) Deed on 10 June 2024, AstraZeneca obtained control and<br>commenced consolidation of the EBT. The value of shares held by the consolidated EBTs is reflected as an adjustment against Other reserves.<br>24 Share capital Allotted, called-up and fully paid<br>2025 2024 2023<br>$m $m $m<br>Issued Ordinary Shares ($0.25 each) 388 388 388<br>Redeemable Preference Shares (£1 each – £50,000) – – –<br>At 31 December 388 388 388<br>The Redeemable Preference Shares carry limited class-voting rights and no dividend rights. This class of shares is capable of redemption at par<br>at the option of the Company on the giving of seven days’ written notice to the registered holder of the shares.<br>The Company does not have a limited amount of authorised share capital.<br>The movements in the number of Ordinary Shares during the year can be summarised as follows:<br>No. of shares<br>2025 2024 2023<br>At 1 January 1,550,546,239 1,550,162,626 1,549,800,030<br>Issue of shares (share schemes) 361,688 383,613 362,596<br>At 31 December 1,550,907,927 1,550,546,239 1,550,162,626<br>Share issues<br>Issue of shares (share schemes) represents share capital issued as part of the Group’s equity incentivisation schemes (see Note 29).<br>Share repurchases<br>No Ordinary Shares were repurchased by the Company in 2025 (2024: nil; 2023: nil).<br>Shares held by subsidiaries<br>At 31 December 2025, AstraZeneca-controlled Employee Benefit Trust arrangements held 147,547 (2024: 442,342) Ordinary Shares in the<br>Company at a cost of $25m (2024: $68m). The market value of these Ordinary Shares at 31 December 2025 was $27m (2024: $58m). No<br>comparable arrangements were in place at 31 December 2023.<br>25 Dividends to shareholders 2025 2024 2023 2025 2024 2023<br>Per share Per share Per share $m $m $m<br>Second interim (March 2025) $2.10 $1.97 $1.97 3,249 3,052 3,047<br>First interim (September 2025) $1.03 $1.00 $0.93 1,597 1,550 1,440<br>Total $3.13 $2.97 $2.90 4,846 4,602 4,487<br>The Company has exercised its authority in accordance with the provisions set out in the Company’s Articles of Association, that the balance<br>of unclaimed dividends outstanding past 12 years be forfeited. Unclaimed dividends of $nil (2024: $nil; 2023: $nil) have been adjusted for in<br>Retained earnings in 2025.<br>The 2024 second interim dividend of $2.10 per share was paid on 24 March 2025. The 2025 first interim dividend of $1.03 per share was paid<br>on 8 September 2025.<br>Reconciliation of dividends charged to equity to the Consolidated Statement of Cash Flows:<br>2025 2024 2023<br>$m $m $m<br>Dividends charged to equity 4,846 4,602 4,487<br>Exchange losses on payment of dividend 6 3 5<br>Hedge contracts relating to payment of dividends (Consolidated Statement of Cash Flows) 113 16 (19)<br>Dividends paid to non-controlling interests 6 4 4<br>Net movement of unclaimed dividends in the year – 4 4<br>Dividends paid (Consolidated Statement of Cash Flows) 4,971 4,629 4,481<br>AstraZeneca Annual Report & Form 20-F Information 2025 169<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>26 Non-controlling interests<br>The Group Financial Statements at 31 December 2025 reflect equity of $52m (2024: $85m; 2023: $23m) and Total comprehensive income of<br>$16m (2024: $5m; 2023: $6m) attributable to the non-controlling interests in AstraZeneca Pharma India Limited, P.T. AstraZeneca Indonesia,<br>AstraZeneca Algeria Pharmaceutical Industries SPA, and VaxNewMo LLC.<br>On 22 October 2025 AstraZeneca completed the acquisition of the remaining $35m non-controlling interest in SixPeaks Bio AG in exchange<br>for $248m. The payment was recognised in equity.<br>27 Acquisitions of business operations<br>Acquisitions of business operations in 2025<br>FibroGen China<br>On 29 August 2025, AstraZeneca completed the acquisition of FibroGen International (Hong Kong) Limited (FibroGen China) and its subsidiaries,<br>including the existing non-controlling interest in Beijing Falikang Pharmaceutical Co., Ltd. Through this acquisition AstraZeneca obtained control<br>of all rights to roxadustat in China, including manufacturing in China.<br>The total consideration fair value of $221m comprised $189m to acquire the equity of FibroGen China, $12m for the purchase of an existing<br>non-controlling interest in Beijing Falikang Pharmaceutical Co., Ltd, and $20m for the settlement of pre-existing net payables from AstraZeneca<br>Group to FibroGen China. The transaction was recorded as a business combination under IFRS 3 ‘Business Combinations’ using the acquisition<br>method of accounting. The purchase price allocation review has been completed. Net assets acquired amounted to $203m, including cash<br>and cash equivalents of $120m and intangible assets of $50m. FibroGen China’s results were consolidated into the Group’s results from<br>29 August 2025.<br>Acquisitions of business operations in 2024<br>Gracell<br>On 22 February 2024, AstraZeneca completed the acquisition of Gracell Biotechnologies Inc. (Gracell), a global clinical-stage biopharmaceutical<br>company developing innovative cell therapies for the treatment of cancer and autoimmune-diseases. Gracell will operate as a wholly-owned<br>subsidiary of AstraZeneca, with operations in China and the US.<br>The acquisition enriches AstraZeneca’s growing pipeline of cell therapies with AZD0120 (formerly GC012F), a novel, clinical-stage T-cell (CAR-T:<br>therapeutic chimeric antigen receptor) therapy. AZD0120 is a potential new treatment for multiple myeloma, as well as other haematologic<br>malignancies and autoimmune-diseases, including Systemic Lupus Erythematosus (SLE).<br>The transaction was recorded as a business combination using the acquisition method of accounting in accordance with IFRS 3. Consequently,<br>the assets acquired, and liabilities assumed are recorded at fair value. The purchase price allocation review has been completed.<br>Fair value<br>$m<br>Intangible assets 1,038<br>Cash and cash equivalents1 212<br>Net deferred tax liability (260)<br>Other immaterial net balances (89)<br>Total net assets acquired 901<br>Goodwill 136<br>Consideration 1,037<br>1 Cash and cash equivalents acquired includes $3m relating to marketable securities.<br>The total consideration fair value of $1,037m comprises cash consideration of $983m and future regulatory milestone-based consideration of<br>$54m. Intangible assets recognised related to products in development, principally AZD0120, and were fair valued using the multi-period excess<br>earnings method, which uses several estimates regarding the amount and timing of future cash flows. The key assumptions in the cash flows<br>were the probability of technical and regulatory success, peak year sales and revenue erosion profiles.<br>The net deferred tax liability of $260m principally arose from the deferred tax impact of the uplift in fair value of intangible assets.<br>Goodwill of $136m was recognised, which principally comprised the premium attributable to the core technological capabilities and knowledge<br>base of the company. Goodwill was not expected to be deductible for tax purposes.<br>Gracell’s results were consolidated into the Group’s results from 22 February 2024.<br>Fusion<br>On 4 June 2024, AstraZeneca completed the acquisition of Fusion Pharmaceuticals Inc., (Fusion) a clinical-stage biopharmaceutical company<br>developing next-generation radioconjugates. The acquisition marked a major step forward in AstraZeneca delivering on its ambition to transform<br>cancer treatment and outcomes for patients by replacing traditional regimens like chemotherapy and radiotherapy with more targeted<br>treatments. As a result of the acquisition, Fusion became a wholly owned subsidiary of AstraZeneca, with operations in Canada and the US.<br>Immediately prior to the acquisition, AstraZeneca held approximately 1% shareholding in Fusion considered to have a fair value of $24m.<br>AstraZeneca Annual Report & Form 20-F Information 2025 170<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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This acquisition complemented AstraZeneca’s leading oncology portfolio with the addition of the Fusion pipeline of radioconjugates, including<br>their most advanced programme, FPI-2265, a potential new treatment for patients with metastatic castration-resistant prostate cancer (mCRPC),<br>and brings new expertise and pioneering R&D, manufacturing and supply chain capabilities in actinium-based radioconjugates to AstraZeneca.<br>The transaction was recorded as a business combination using the acquisition method of accounting in accordance with IFRS 3. Consequently,<br>the assets acquired, and liabilities assumed were recorded at fair value. The purchase price allocation review was completed.<br>Fair value<br>$m<br>Intangible assets 1,326<br>Cash and cash equivalents 30<br>Current investments 87<br>Net deferred tax liability (246)<br>Other immaterial net balances 51<br>Total net assets acquired 1,248<br>Goodwill 947<br>Consideration 2,195<br>The total consideration fair value of $2,195m included cash consideration of $2,027m (net of $24m proceeds from disposal of the existing<br>approximately 1% shareholding) and future regulatory milestone-based consideration of $144m. Intangible assets relating to products in<br>development comprised the FPI-2265 ($848m), FPI-2059 ($165m) and AZD2068 ($313m) programmes. These were fair valued using the<br>multi-period excess earnings method, which uses several estimates regarding the amount and timing of future cash flows. The key assumptions<br>in the cash flows were the probability of technical and regulatory success, peak year sales and revenue erosion profiles.<br>The net deferred tax liability of $246m principally arose from the deferred tax impact of the uplift in fair value of intangible assets.<br>Goodwill amounting to $947m was recognised on acquisition and was underpinned by a number of elements, which individually could not be<br>quantified. These included the premium attributable to a pre-existing, well positioned business in the innovation intensive biopharmaceuticals<br>market with a highly skilled workforce, unidentified potential products that future research and development may yield, and the core capabilities<br>and knowledge base of the company including radioisotope supply and manufacturing expertise. Goodwill was not expected to be deductible<br>for tax purposes.<br>Fusion’s results were consolidated into the Group’s results from 4 June 2024.<br>In December 2024, the intangible asset relating to product in development FPI-2059 was fully impaired by $165m due to decisions made to<br>terminate the related activities and prioritise resources on the development of FPI-2265 and AZD2068 (see Note 11).<br>28 Financial risk management objectives and policies<br>The Group’s principal financial instruments, other than derivatives, comprise bank overdrafts, loans and other borrowings, lease liabilities, current<br>and non-current investments, cash and short-term deposits. The main purpose of these financial instruments is to manage the Group’s funding<br>and liquidity requirements. The Group has other financial assets and liabilities such as trade receivables and trade payables, which arise directly<br>from its operations.<br>The principal financial risks to which the Group is exposed are those of liquidity, interest rate, foreign currency and credit. Each of these is<br>managed in accordance with Board-approved policies. These policies, together with the Group’s approach to capital management, are set<br>out below.<br>Capital management<br>The capital structure of the Group consists of Shareholders’ equity (Note 24), Debt (Note 19), Other current investments (Note 13) and Cash<br>(Note 18). For the foreseeable future, the Board will maintain a capital structure that supports the Group’s strategic objectives through:<br>• managing funding and liquidity risk<br>• optimising shareholder return<br>• maintaining a strong, investment-grade credit rating.<br>The Group utilises factoring arrangements and bank acceptance draft discounting for selected trade receivables. These arrangements qualify<br>for full derecognition of the associated trade receivables under IFRS 9 ‘Financial Instruments’. Amounts due on invoices that have not been<br>factored at year end, from customers that are subject to these arrangements, are disclosed in Note 17.<br>Funding and liquidity risk are reviewed regularly by the Board and managed in accordance with the policies described below.<br>The Board regularly reviews its shareholders’ distribution policy, which comprises a regular cash dividend and potentially a share repurchase<br>component. No share repurchases have been made since 2012.<br>The Group’s net debt position (loans and borrowings net of Cash and cash equivalents, Other investments and Derivative financial instruments)<br>has decreased by $1,196m from a net debt position of $24,570m at the beginning of the year to a net debt position of $23,374m at 31 December<br>2025. Gross debt decreased from $30,295m to $29,622m, principally due to the repayment of $2,029m debt, partially offset by an increase<br>of $692m resulting from foreign currency movements.<br>AstraZeneca Annual Report & Form 20-F Information 2025 171<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>28 Financial risk management objectives and policies continued<br>Liquidity risk<br>The Board reviews the Group’s ongoing liquidity risks annually as part of the planning process and on an ad hoc basis. The Board considers<br>short-term requirements against available sources of funding, taking into account forecast cash flows. The Group manages liquidity risk by<br>maintaining access to a number of sources of funding which are sufficient to meet anticipated funding requirements. Specifically, the Group uses<br>US and European commercial paper, bank loans, committed bank facilities and cash resources to manage short-term liquidity and manages<br>long-term liquidity by raising funds through the capital markets. At 31 December 2025, the Group was assigned short-term credit ratings of<br>P-1 by Moody’s and A-1 by Standard and Poor’s. The Group’s long-term credit rating was A1 by Moody’s and A+ by Standard and Poor’s.<br>In addition to Cash and cash equivalents of $5,711m, short-term fixed income investments of $8m, less overdrafts of $13m at 31 December 2025,<br>the Group has committed bank facilities of $4,875m available to manage liquidity. These committed bank facilities have no financial covenants.<br>The Group regularly monitors the credit standing of the banks providing the facilities and currently does not anticipate any issue with drawing<br>on the committed facilities should this be necessary. Advances under these facilities currently bear an interest rate per annum based on Secured<br>Overnight Financing Rate (SOFR), plus a margin.<br>At 31 December 2025, the Group has $5,733m outstanding from debt issued under a Euro Medium Term Note programme and $21,369m under<br>an SEC-registered programme. The funds made available under these facility agreements may be used for the general corporate purposes of<br>the Group.<br>The maturity profile of the anticipated future contractual cash flows including interest in relation to the Group’s financial liabilities, on an<br>undiscounted basis, which therefore differs from both the carrying value and fair value, is as follows:<br>Bank Total non- Derivative Derivative Total<br>overdrafts Trade derivative financial financial derivative<br>and other Bonds and Lease and other financial instruments instruments financial<br>loans bank loans liabilities payables instruments receivable payable instruments Total<br>$m $m $m $m $m $m $m $m $m<br>Within one year 345 3,045 396 22,501 26,287 (16,227) 16,282 55 26,342<br>In one to two years – 3,437 345 1,086 4,868 (207) 250 43 4,911<br>In two to three years – 3,670 266 105 4,041 (917) 956 39 4,080<br>In three to four years – 3,978 170 750 4,898 (941) 1,044 103 5,001<br>In four to five years – 3,780 117 – 3,897 (627) 489 (138) 3,759<br>In more than five years – 19,929 406 – 20,335 (2,437) 2,583 146 20,481<br> 345 37,839 1,700 24,442 64,326 (21,356) 21,604 248 64,574<br>Effect of interest (15) (9,173) – – (9,188) 808 (1,068) (260) (9,448)<br>Effect of discounting, fair values and issue costs – (153) (248) (207) (608) 36 (95) (59) (667)<br>31 December 2024 330 28,513 1,452 24,235 54,530 (20,512) 20,441 (71) 54,459<br>Bank Total non- Derivative Derivative Total<br>overdrafts Trade derivative financial financial derivative<br>and other Bonds and Lease and other financial instruments instruments financial<br>loans bank loans liabilities payables instruments receivable payable instruments Total<br>$m $m $m $m $m $m $m $m $m<br>Within one year 669 3,495 450 25,282 29,896 (17,182) 17,205 23 29,919<br>In one to two years – 3,784 388 473 4,645 (1,031) 944 (87) 4,558<br>In two to three years – 4,097 292 1,425 5,814 (1,052) 1,035 (17) 5,797<br>In three to four years – 3,898 199 508 4,605 (637) 481 (156) 4,449<br>In four to five years – 3,368 156 166 3,690 (849) 1,516 667 4,357<br>In more than five years – 16,906 599 – 17,505 (1,913) 2,596 683 18,188<br> 669 35,548 2,084 27,854 66,155 (22,664) 23,777 1,113 67,268<br>Effect of interest (25) (8,223) – – (8,248) 752 (2,370) (1,618) (9,866)<br>Effect of discounting, fair values and issue costs – (150) (281) (195) (626) 10 (12) (2) (628)<br>31 December 2025 644 27,175 1,803 27,659 57,281 (21,902) 21,395 (507) 56,774<br>It is not expected that the cash flows in the maturity profile could occur significantly earlier or at significantly different amounts, with the<br>exception of $550m of Contingent consideration held within Trade and other payables (see Note 20).<br>Market risk<br>Interest rate risk<br>The Group maintains a Board-approved mix of fixed and floating rate debt and uses underlying debt, interest rate swaps and forward rate<br>agreements to manage this mix.<br>The majority of surplus cash is currently invested in US dollar liquidity funds.<br>The interest rate profile of the Group’s interest-bearing financial instruments is set out below. In the case of current and non-current financial<br>liabilities, the profile includes the impact of interest rate swaps which convert the debt to floating rate.<br>AstraZeneca Annual Report & Form 20-F Information 2025 172<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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2025 2024<br>Fixed rate Floating rate Total Fixed rate Floating rate Total<br>$m $m $m $m $m $m<br>Financial liabilities<br>Current 2,842 644 3,486 2,346 330 2,676<br>Non-current 24,502 1,634 26,136 26,151 1,468 27,619<br>Total 27,344 2,278 29,622 28,497 1,798 30,295<br>Financial assets<br>Cash collateral pledged to counterparties – 22 22 – 129 129<br>Cash and cash equivalents – 5,711 5,711 – 5,488 5,488<br>Total – 5,733 5,733 – 5,617 5,617<br>In addition to the financial assets above, there are $13,988m (2024: $11,115m) of other current and non-current asset investments and other<br>financial assets.<br>The Group is also exposed to market risk on other investments.<br>2025 2024<br>$m $m<br>Equity securities at fair value through Other comprehensive income (Note 13) 2,212 1,632<br>Equity securities at fair value through profit and loss (Note 13) 11 –<br>Total 2,223 1,632<br>Foreign currency risk<br>The US dollar is the Group’s most significant currency. As a consequence, the Group results are presented in US dollars and exposures are<br>managed against US dollars accordingly.<br>Translational<br>Approximately 59% of Group Total Revenue in 2025 was denominated in currencies other than the US dollar, while a significant proportion<br>of manufacturing and research and development costs were denominated in pound sterling and Swedish krona. Surplus cash generated by<br>business units is substantially converted to, and held centrally in, US dollars. As a result, operating profit and total cash flow in US dollars will<br>be affected by movements in exchange rates. This currency exposure is managed centrally, based on forecast cash flows. The impact of<br>movements in exchange rates is mitigated significantly by the correlations which exist between the major currencies to which the Group is<br>exposed and the US dollar. Monitoring of currency exposures and correlations is undertaken on a regular basis and hedging is subject to<br>pre-execution approval.<br>As at 31 December 2025, before the impact of derivatives or other forms of hedging, the Group held $564m of interest-bearing loans and<br>borrowings denominated in pound sterling and $5,620m denominated in euros.<br>Hedging arrangements for these loans are summarised in the table below:<br>2025 2024<br>Euro Pound sterling Euro Pound sterling<br>denominated denominated Total denominated denominated Total<br>$m $m $m $m $m $m<br>Interest-bearing loans<br>In a net investment hedge1 936 469 1,405 829 438 1,267<br>In a cash flow hedge2 2,694 – 2,694 2,387 – 2,387<br>In a fair value hedge2 1,634 – 1,634 1,468 – 1,468<br>Not in a designated IFRS 9 hedge 356 95 451 192 110 302<br>Total 5,620 564 6,184 4,876 548 5,424<br>1 Hedges of underlying net euro and pound sterling investments of the same amount as the loan.<br>2 Loans in cash flow and fair value hedges are hedged by cross-currency swaps of the same notional value as the loan.<br>For further details of all designated hedging relationships, please refer to the Hedge accounting section within this Note 28, from page 176.<br>The accounting treatment for any hedge ineffectiveness is disclosed in the Bank and other borrowings accounting policy from page 134 and<br>the Foreign currencies accounting policy on page 135 within Group Accounting Policies.<br>As at 31 December 2025, the Group operates in three countries designated as hyperinflationary, being Argentina, Venezuela and Turkey. The<br>foreign exchange risk of these markets has been assessed and deemed to be immaterial.<br>Transactional<br>The Group aims to hedge all its forecasted major transactional currency exposures on working capital balances, which typically extend for up to<br>three months. Where practicable, these are hedged using forward foreign exchange contracts. In addition, external dividend payments in pound<br>sterling to UK shareholders and in Swedish krona to Swedish shareholders are fully hedged from announcement date to payment date. Foreign<br>exchange gains and losses on forward contracts transacted for transactional hedging are taken to profit and loss or to Other comprehensive<br>income if the contract is in a designated cash flow hedge.<br>AstraZeneca Annual Report & Form 20-F Information 2025 173<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>28 Financial risk management objectives and policies continued<br>Sensitivity analysis<br>The sensitivity analysis set out below summarises the sensitivity of the market value of our financial instruments to hypothetical changes in<br>market rates and prices. The range of variables chosen for the sensitivity analysis reflects our view of changes which are reasonably possible<br>over a one-year period. Market values are the present value of future cash flows based on market rates and prices at the valuation date. For<br>long-term debt, an increase in interest rates results in a decline in the fair value of debt.<br>The sensitivity analysis assumes an instantaneous 100 basis point change in interest rates in all currencies from their levels at 31 December 2025,<br>with all other variables held constant. Based on the composition of our debt portfolio and cash reserves as at 31 December 2025, a 1% increase<br>in interest rates would result in an additional $23m in interest expense on the debt and an additional $57m interest income on the cash reserves.<br>The exchange rate sensitivity analysis assumes an instantaneous 10% change in foreign currency exchange rates from their levels at 31 December<br>2025, with all other variables held constant. The +10% case assumes a 10% strengthening of the US dollar against all other currencies and the<br>-10% case assumes a 10% weakening of the US dollar.<br>Each incremental 10% movement in foreign currency exchange rates would have approximately the same effect as the initial 10% detailed in the<br>table below and each incremental 1% change in interest rates would have approximately the same effect as the 1% detailed in the table below.<br>Interest rates Exchange rates<br>31 December 2024 +1% −1% +10% −10%<br>Increase/(decrease) in fair value of financial instruments ($m) 1,407 (1,561) 11 (20)<br>Impact on profit: (loss)/gain ($m) – – (117) 133<br>Impact on equity: gain/(loss) ($m) – – 128 (152)<br>Interest rates Exchange rates<br>31 December 2025 +1% −1% +10% −10%<br>Increase/(decrease) in fair value of financial instruments ($m) 1,266 (1,406) 88 (111)<br>Impact on profit: (loss)/gain ($m) – – (13) 16<br>Impact on equity: gain/(loss) ($m) – – 101 (126)<br>Credit risk<br>The Group is exposed to credit risk on financial assets, such as cash investments, derivative instruments, and Trade and other receivables.<br>The Group was also exposed in its Net asset position to its own credit risk in respect of the 2023 debentures which were accounted for at FVPL.<br>Under IFRS 9, the effect of the losses and gains arising from own credit risk on the fair value of bonds designated at FVPL are recorded in Other<br>comprehensive income.<br>Financial counterparty credit risk<br>The majority of the Group’s cash is centralised within the Group treasury entity and is subject to counterparty risk on the principal invested. The<br>level of the Group’s cash investments and hence credit risk will depend on the cash flow generated by the Group and the timing of the use of<br>that cash. The credit risk is mitigated through a policy of prioritising security and liquidity over return and, as such, cash is only invested in<br>high credit-quality investments. Counterparty limits are set according to the assessed risk of each counterparty and exposures are monitored<br>against these limits on a regular basis.<br>The Group’s principal financial counterparty credit risks at 31 December were as follows:<br>Current assets 2025 2024<br>$m $m<br>Cash at bank and in hand 1,332 1,215<br>Money market liquidity funds 4,224 4,177<br>Other short-term cash equivalents 155 96<br>Total Cash and cash equivalents (Note 18) 5,711 5,488<br>Fixed income securities at fair value through profit or loss (Note 13) 8 37<br>Cash collateral pledged to counterparties (Note 13) 22 129<br>Total derivative financial instruments (Note 14) 90 54<br>Current assets subject to credit risk 5,831 5,708<br>Non-current assets 2025 2024<br>$m $m<br>Derivative financial instruments (Note 14) 498 182<br>Non-current assets subject to credit risk 498 182<br>The majority of the Group’s cash is invested in US dollar AAA-rated money market liquidity funds. The money market liquidity fund portfolios are<br>managed by six external third-party fund managers to maintain an AAA rating. The Group’s investments represent no more than 15% of each<br>overall fund value. There were no other significant concentrations of financial credit risk at the reporting date.<br>AstraZeneca Annual Report & Form 20-F Information 2025 174<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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All financial derivatives are transacted with commercial banks, in line with standard market practice. The Group has agreements with some bank<br>counterparties whereby the parties agree to post cash collateral, for the benefit of the other, equivalent to the market valuation of the derivative<br>positions above a predetermined threshold. The carrying value of such cash collateral held by the Group at 31 December 2025 was $473m<br>(2024: $181m) and the carrying value of such cash collateral posted by the Group at 31 December 2025 was $22m (2024: $129m). Cash collateral<br>held by the Group is unencumbered.<br>The impairment provision for other financial assets at 31 December 2025 was immaterial (2024: immaterial).<br>Offsetting of financial assets and liabilities<br>Financial assets and liabilities are offset and the net amount reported in the Consolidated Statement of Financial Position where there is both<br>a legally enforceable right and an intention to settle the balances on a net basis. There are also arrangements that would not normally meet<br>the requirement for offsetting but may be offset in certain circumstances such as the termination of a contract or bankruptcy.<br>The tables below show the impact on the Consolidated Statement of Financial Position if all offset rights were exercised by the Group or its<br>financial counterparties.<br>Related amounts not offset<br>Gross Subject to Financial<br>financial<br>assets/(liabilities)<br>master netting<br>agreement<br> instrument<br>collateral<br>Net<br>amount<br>31 December 2024 $m $m $m $m<br>Financial assets<br>Derivatives 236 (45) (169) 22<br>Other investments1 129 – (112) 17<br>Total assets 365 (45) (281) 39<br>Financial liabilities<br>Derivatives (165) 45 112 (8)<br>Other payables1 (181) – 169 (12)<br>Total liabilities (346) 45 281 (20)<br>Related amounts not offset<br>Gross Subject to Financial<br>financial<br>assets/(liabilities)<br>master netting<br>agreement<br> instrument<br>collateral<br>Net<br>amount<br>31 December 2025 $m $m $m $m<br>Financial assets<br>Derivatives 588 (63) (448) 77<br>Other investments1 22 – (17) 5<br>Total assets 610 (63) (465) 82<br>Financial liabilities<br>Derivatives (81) 63 17 (1)<br>Other payables1 (473) – 448 (25)<br>Total liabilities (554) 63 465 (26)<br>1 Balances are collateral pledged/received.<br>Trade receivables<br>Trade receivable exposures are managed locally in the operating units where they arise and credit limits are set as deemed appropriate for the<br>customer. The Group is exposed to customers ranging from government-backed agencies and large private wholesalers to privately-owned<br>pharmacies, and the underlying local economic and sovereign risks vary throughout the world. Where appropriate, the Group endeavours to<br>minimise risks by the use of trade finance instruments such as letters of credit and insurance. The Group applies the expected credit loss<br>approach to establish an allowance for impairment that represents its estimate of expected losses in respect of Trade receivables.<br>The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance to Trade<br>receivables. To measure expected credit losses, Trade receivables have been grouped based on shared credit characteristics and the days past due.<br>The expected loss rates are based on payment profiles over a period of 36 months before 31 December 2025 or 31 December 2024 respectively<br>and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and<br>forward-looking information on macroeconomic factors affecting the ability of the customer to settle the receivables.<br>On that basis, the loss allowance was determined as follows:<br>0-90 days 90-180 days Over 180 days<br>31 December 2024 Current past due past due past due Total<br>Expected loss rate 0.01% 0.6% 3.5% 7.0%<br>Gross carrying amount ($m) 7,679 171 86 399 8,335<br>Loss allowance ($m) 1 1 3 28 33<br>0-90 days 90-180 days Over 180 days<br>31 December 2025 Current past due past due past due Total<br>Expected loss rate 0.03% 1.8% 3.9% 10.8%<br>Gross carrying amount ($m) 9,529 272 128 360 10,289<br>Loss allowance ($m) 3 5 5 39 52<br>AstraZeneca Annual Report & Form 20-F Information 2025 175<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>28 Financial risk management objectives and policies continued<br>Trade receivables are written off where there is no reasonable expectation of recovery.<br>Impairment losses on Trade receivables are presented as net impairment losses within Operating profit, any subsequent recoveries are credited<br>against the same line.<br>In the US, sales to three wholesalers accounted for approximately 78% (2024: 74%; 2023: 80%) of US sales.<br>The movements of the Group expected credit losses provision are as follows:<br>2025 2024 2023<br>$m $m $m<br>At 1 January 33 45 59<br>Net movement recognised in the Consolidated Statement of Comprehensive Income 20 (3) (14)<br>Amounts utilised, exchange and other movements (1) (9) –<br>At 31 December 52 33 45<br>Given the profile of our customers, including large wholesalers and government-backed agencies, no further credit risk has been identified with<br>the Trade receivables not past due other than those balances for which an allowance has been made.<br>Hedge accounting<br>The Group uses foreign currency borrowings, foreign currency forwards and swaps, currency options, interest rate swaps and cross-currency<br>interest rate swaps for the purpose of hedging its foreign currency and interest rate risks. The Group may designate certain financial instruments<br>as fair value hedges, cash flow hedges or net investment hedges in accordance with IFRS 9. Hedge effectiveness is determined at the inception<br>of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between<br>the hedged item and hedging instrument. Sources of hedge effectiveness will depend on the hedge relationship designation but may include:<br>• a significant change in the credit risk of either party to the hedging relationship<br>• a timing mismatch between the hedging instrument and the hedged item<br>• movements in foreign currency basis spread for derivatives in a fair value hedge<br>• a significant change in the value of the foreign currency-denominated net assets of the Group in a net investment hedge.<br>The hedge ratio for each designation will be established by comparing the quantity of the hedging instrument and the quantity of the hedged<br>item to determine their relative weighting. For all of the Group’s existing hedge relationships, the hedge ratio has been determined as 1:1.<br>Designated hedges are expected to be effective and therefore the impact of ineffectiveness on profit and loss is not expected to be material.<br>The accounting treatment for fair value hedges and debt designated as FVPL is disclosed in the Bank and other borrowings accounting policy<br>in the Group Accounting Policies section from page 134.<br>The following table represents the Group’s continuing designated hedge relationships under IFRS 9.<br>2023<br>Other comprehensive income<br>Fair value<br>Opening Fair value (gain)/loss Closing<br>balance (gain)/loss recycled to balance<br>Nominal Carrying 1 January deferred the Income 31 December Average Average<br>amounts in value 2023 to OCI statement 2023 maturity USD FX Average pay<br>local currency $m $m $m $m $m year rate interest rate<br>Cash flow hedges – foreign currency<br>and interest rate risk1, 3<br>Cross-currency interest rate swaps – Euro bonds EUR 3,200m 49 34 (210) 139 (37) 2027 1.10 USD 3.80%<br>FX Forwards − short-term FX risk USD 2,009m 15 12 (33) 6 (15) 2024 – –<br>Net investment hedge – foreign exchange risk2, 3<br>Transactions matured pre-2023 – (527) – – (527) – – –<br>Cross-currency interest rate swap – JPY investment JPY 58.3bn 100 (55) (45) – (100) 2029 108.03 JPY 1.53%<br>Cross-currency interest rate swap – CNY investment CNY 458m (1) 4 (3) – 1 2026 6.68 CNY 4.80%<br>Foreign currency borrowing – GBP investment GBP 350m 444 (288) 24 – (264) 2031 n/a GBP 5.75%<br>Foreign currency borrowing – EUR investment5 EUR 800m 881 (102) 33 – (69) 2029 n/a EUR 0.38%<br>Contingent consideration liabilities and Acerta Pharma share<br>purchase liability – AZUK and AZAB USD investments USD 1,937m (1,937) 2,216 (81) – 2,135 – – –<br>AstraZeneca Annual Report & Form 20-F Information 2025 176<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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2024<br>Other comprehensive income<br>Fair value<br>Opening Fair value (gain)/loss Closing<br>balance (gain)/loss recycled to balance<br>Nominal Carrying 1 January deferred the Income 31 December Average Average<br>amounts in value 2024 to OCI statement 2024 maturity USD FX Average pay<br>local currency $m $m $m $m $m year rate interest rate<br>Cash flow hedges – foreign currency<br>and interest rate risk1, 3<br>Cross-currency interest rate swaps – Euro bonds EUR 2,300m (36) (37) 151 (180) (66) 2029 1.08 USD 4.24%<br>FX Forwards − short-term FX risk USD 2,252m 4 (15) 8 3 (4) 2025 – –<br>Net investment hedge – foreign exchange risk2, 3<br>Transactions matured pre-2024 – (527) – – (527) – – –<br>Cross-currency interest rate swap – JPY investment JPY 58.3bn 146 (100) (45) – (145) 2029 108.03 JPY 1.53%<br>Cross-currency interest rate swap – CNY investment CNY 458m 2 1 (4) – (3) 2026 6.68 CNY 4.80%<br>Foreign currency borrowing – GBP investment GBP 350m 438 (264) (7) – (271) 2031 n/a GBP 5.75%<br>Foreign currency borrowing – EUR investment5 EUR 800m 829 (69) (52) – (121) 2029 n/a EUR 0.38%<br>Contingent consideration liabilities and Acerta Pharma share<br>purchase liability – AZUK and AZAB USD investments USD 1,367m (1,367) 2,135 181 – 2,316 – – –<br>2025<br>Other comprehensive income<br>Fair value<br>Opening Fair value (gain)/loss Closing<br>balance (gain)/loss recycled to balance<br>Nominal Carrying 1 January deferred the Income 31 December Average Average<br>amounts in value 2025 to OCI statement 2025 maturity USD FX Average pay<br>local currency $m $m $m $m $m year rate interest rate<br>Cash flow hedges – foreign currency<br>and interest rate risk1, 3, 4<br>Cross-currency interest rate swaps – Euro bonds EUR 2,300m 203 (66) (242) 305 (3) 2029 1.08 USD 4.24%<br>FX Forwards − short-term FX risk USD 1,769m 6 (4) (11) 9 (6) 2026 – –<br>Net investment hedge – foreign exchange risk2, 3<br>Transactions matured pre-2025 – (527) – – (527) – – –<br>Cross-currency interest rate swap – JPY investment JPY 58.3bn 171 (145) (26) – (171) 2029 108.03 JPY 1.53%<br>Cross-currency interest rate swap – CNY investment CNY 458m 2 (3) 1 – (2) 2026 6.68 CNY 4.80%<br>Foreign currency borrowing – GBP investment GBP 350m 469 (271) 31 – (240) 2031 n/a GBP 5.75%<br>Foreign currency borrowing – EUR investment5 EUR 800m 936 (121) 106 – (15) 2029 n/a EUR 0.38%<br>Contingent consideration liabilities –<br>AZUK and AZAB USD investments USD 323m (323) 2,316 (155) – 2,161 – – –<br>1 Hedge ineffectiveness recognised on swaps designated in a cash flow hedge during the period was $nil (2024: $nil; 2023: $nil).<br>2 Hedge ineffectiveness recognised on swaps designated in a net investment hedge during the period was $nil (2024: $nil; 2023: $nil). 3 Fair value movements on cross-currency interest rate swaps in cash flow hedge and net investment hedge relationships are shown inclusive of the impact of costs of hedging.<br>4 Nominal amount of FX forwards in a cash flow hedge of $1,769m represents the USD equivalent notional of the FX forwards. By currency, the nominal amounts were SEK 8,319m at FX rate<br>9.2158, JPY 14,730m at 156.57, GBP 243m at 0.7430, CNY 1,926m at 6.9901 and EUR 144m at 0.9605. All FX forwards in a cash flow hedge mature on 27 January 2026. 5 The EUR 800m 0.375% 2029 Non-callable bond is designated in a net investment hedge of the foreign currency exposure in relation to an equivalent amount of EUR-denominated net assets.<br>Key controls applied to transactions in derivative financial instruments are to use only instruments where good market liquidity exists, to revalue<br>all financial instruments regularly using current market rates and to sell options only to offset previously purchased options or as part of a risk<br>management strategy. The Group is not a net seller of options, and does not use derivative financial instruments for speculative purposes.<br>The table below summarises the change in the fair value of hedging instruments and the hedged item designated in a fair value hedging<br>relationship used to calculate ineffectiveness in the period.<br>Change in<br>fair value<br>Change in<br>fair value<br>Nominal<br>of hedging<br>instrument used<br>of hedged<br>item used<br>Hedge<br>ineffectiveness<br>amounts in to calculate to calculate recognised in<br>As at 31 December 2024 currency ineffectiveness ineffectiveness profit and loss<br>Interest rate and foreign currency risk on finance debt EUR 1,400m (56) 54 (2)<br>Change in<br>fair value<br>Change in<br>fair value<br>Nominal<br>of hedging<br>instrument used<br>of hedged<br>item used<br>Hedge<br>ineffectiveness<br>amounts in to calculate to calculate recognised in<br>As at 31 December 2025 currency ineffectiveness ineffectiveness profit and loss<br>Interest rate and foreign currency risk on finance debt EUR 1,400m 172 (168) 4<br>AstraZeneca Annual Report & Form 20-F Information 2025 177<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>29 Employee costs and share plans for employees<br>Employee costs<br>The monthly average number of people, to the nearest hundred, employed by the Group is set out in the table below. In accordance with the<br>Companies Act 2006, this includes part-time employees.<br>2025 2024 2023<br>Employees<br>UK 10,600 11,100 10,700<br>Rest of Europe 26,900 25,500 23,000<br>The Americas 25,200 24,700 22,400<br>Asia, Africa & Australasia 32,400 31,600 30,300<br>Continuing operations 95,100 92,900 86,400<br>Geographical distribution described in the table above is by location of legal entity employing staff. Certain staff will undertake some or all of<br>their activity in a different location.<br>The number of people employed by the Group at the end of 2025 was 96,100 (2024: 94,300; 2023: 89,900).<br>The costs incurred during the year in respect of these employees were:<br>2025 2024 2023<br>$m $m $m<br>Wages and salaries 10,974 10,340 9,341<br>Social security costs 1,348 1,224 1,100<br>Pension costs 618 614 537<br>Other employment costs 1,608 1,531 1,357<br>Total 14,548 13,709 12,335<br>Severance costs of $190m are not included above (2024: $283m; 2023: $123m).<br>The charge for share-based payments in respect of share plans is $719m (2024: $660m; 2023: $579m). During 2025, payments totalling $521m<br>(2024: $81m) made to the EBT for the purchase of shares are recognised within financing cashflows. Prior to an amendment to the EBT on<br>10 June 2024, after which AstraZeneca obtained control and commenced consolidation of the EBT, $354m of payments to the EBT were<br>recognised during 2024 within operating cash flows. The plans are equity settled.<br>Bonus and share plans<br>US<br>In the US, there are two employee short-term, cash settled, performance bonus plans in operation. In addition, the AstraZeneca Performance<br>Share Plan and the AstraZeneca Global Restricted Share Plan, which are both equity settled, operate in respect of relevant employees in the US.<br>UK<br>The AstraZeneca UK Performance Bonus Plan<br>Employees of participating AstraZeneca UK companies are invited to participate in this cash settled bonus plan.<br>The AstraZeneca UK All-Employee Share Plans<br>AstraZeneca Share Incentive Plan (SIP)<br>The Company offers UK employees the opportunity to buy Partnership Shares (Ordinary Shares). Employees may invest up to £150 a month to<br>purchase Partnership Shares in the Company at the current market value. One Matching Share is awarded for every four Partnership Shares<br>purchased. Partnership Shares and Matching Shares are held in the HM Revenue & Customs (HMRC)-approved All-Employee Share Plan. New<br>shares are issued for the purposes of the All-Employee Share Plan.<br>AstraZeneca Sharesave Plan<br>The Company provides UK employees with the opportunity to participate in the HMRC-approved Sharesave Plan. Employees can choose<br>between a 3-year or 5-year savings contract, allowing them to contribute a minimum of £5 and a maximum of £500 per month. At the end of<br>the savings term, participants have the option to purchase AstraZeneca shares at a predetermined share price.<br>Sweden<br>Bonuses are paid 50% into a fund investing in AstraZeneca equities and 50% in cash, with the exception of certain senior management who<br>are paid 100% in cash.<br>Other bonus and share plans that operate across the Group are described below.<br>The AstraZeneca Executive Annual Bonus Scheme<br>This scheme is a performance bonus scheme for Directors and senior employees who do not participate in the AstraZeneca UK Performance<br>Bonus Plan. Annual bonuses are paid in cash and reflect both corporate and individual performance measures. The Remuneration Committee<br>has discretion to reduce or withhold bonuses if business performance falls sufficiently short of expectations in any year such as to make the<br>payment of bonuses inappropriate.<br>AstraZeneca Annual Report & Form 20-F Information 2025 178<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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The AstraZeneca Deferred Bonus Plan<br>A portion of the bonus earned under the AstraZeneca Executive Annual Bonus Scheme is deferred into AstraZeneca shares in the Company for<br>a period of three years. The plan currently operates only in respect of Executive Directors and members of the SET (with awards granted as<br>AstraZeneca ADRs for members of the SET employed within the US). Awards of shares under this plan are typically made in March each year.<br>The AstraZeneca Performance Share Plan<br>This plan was approved by shareholders in 2020 for a period of 10 years, and subsequently amended by approval of shareholders in 2021 and<br>2024. Generally, awards can be granted at any time, but not during a closed period of the Company. Awards granted under the plan vest after<br>three years, or in the case of Executive Directors and members of the SET, after an additional two-year holding period, and is subject to the<br>achievement of performance conditions. For awards granted to all participants in 2025, vesting is subject to a combination of measures focused<br>on science and innovation, revenue growth, financial performance and carbon reduction. The Remuneration Committee has responsibility for<br>agreeing any awards under the plan and for setting the policy for the way in which the plan should be operated, including agreeing performance<br>targets and which employees should be eligible to participate.<br>The AstraZeneca Global Restricted Stock Plan<br>The Global Restricted Stock Plan (GRSP) was introduced in 2010. This plan provides for the grant of restricted stock unit (RSU) awards to<br>selected below SET-level employees and is used in conjunction with the AstraZeneca Performance Share Plan to provide a mix of RSUs and<br>performance share units (PSUs). Awards typically vest on the third anniversary of the date of grant and are contingent on continued employment<br>with the Company. The Remuneration Committee has responsibility for agreeing any awards under the plan and for setting the policy for the<br>way in which the plan should be operated.<br>The AstraZeneca Restricted Share Plan<br>This plan was introduced in 2008 and provides for the grant of restricted stock unit (RSU) awards to key employees, excluding Executive Directors.<br>Awards are made on an ad hoc basis with variable vesting dates. The plan has been used four times in 2025 to make awards to 1,503 employees.<br>The Remuneration Committee has responsibility for agreeing any awards under the plan and for setting the policy for the way in which the plan<br>should be operated.<br>The AstraZeneca Extended Incentive Plan<br>This plan was introduced in 2018 and provides for the grant of awards to key employees, excluding Executive Directors. Awards are made on<br>an ad hoc basis and 50% of the award will normally vest on the fifth anniversary of grant, with the balance vesting on the tenth anniversary of<br>grant. The award can be subject to the achievement of performance conditions. The Remuneration Committee has responsibility for agreeing<br>any awards under the plan and for setting the policy for the way in which the plan should be operated, including agreeing performance targets<br>(if any) and which employees should be invited to participate.<br>Alexion employee share award plan<br>At acquisition in 2021 Alexion employee share awards were converted into AstraZeneca restricted stock awards that continued to have, and were<br>subject to, the same terms and conditions as applied in the corresponding Alexion awards immediately prior to completion. The fair value at the<br>grant date was $57.54. In 2023 an additional 267,000 shares were issued with a grant date fair value of $65.62 which vested in 2023. During<br>2023, 2,060,000 shares vested, 531,000 were forfeited/cancelled and the closing balance of these awards as of 31 December 2023 was<br>3,022,000. During 2024, 2,047,000 shares vested, 156,000 were forfeited and the closing balance of these awards as of 31 December 2024<br>was 819,000. During 2025, 792,000 shares vested, 27,000 were forfeited and the closing balance of these awards as of 31 December 2025<br>was nil. No further awards will be granted under this plan.<br>Details of share incentive awards outstanding during the year for the main share plans are shown below:<br>The AstraZeneca<br>Performance Share Plan<br>The AstraZeneca<br>Global Restricted Stock Plan<br>The AstraZeneca<br> Restricted Share Plan<br>The AstraZeneca<br> Extended Incentive Plan<br>Ordinary Shares ADR Shares Ordinary Shares ADR Shares1 Ordinary Shares ADR Shares Ordinary Shares ADR Shares<br>ʼ000 ʼ000 ʼ000 ʼ000 ʼ000 ʼ000 ʼ000 ʼ000<br>Outstanding at 1 January 2023 3,630 5,724 2,469 11,683 233 678 259 195<br>Granted 976 2,071 1,185 6,343 208 436 71 95<br>Forfeited (148) (437) (187) (1,417) (20) (59) (8) –<br>Cancelled – – – (3) – – – (34)<br>Exercised (813) (1,470) (570) (2,738) (86) (288) (107) (9)<br>Outstanding at 31 December 2023 3,645 5,888 2,897 13,868 335 767 215 247<br>Granted 1,064 2,250 1,262 7,014 100 699 – –<br>Forfeited (137) (400) (235) (1,414) (8) (57) (31) –<br>Cancelled (2) (2) – (6) (1) – – –<br>Exercised (999) (1,586) (755) (3,296) (88) (352) (22) –<br>Outstanding at 31 December 2024 3,571 6,150 3,169 16,166 338 1,057 162 247<br>Granted 904 1,974 1,045 6,428 298 386 – –<br>Forfeited (99) (553) (250) (1,616) (33) (214) – (48)<br>Exercised (986) (1,781) (1,030) (4,809) (114) (343) – –<br>Outstanding at 31 December 2025 3,390 5,790 2,934 16,169 489 886 162 199<br>1 Shares issued to Alexion employees under the GRSP are covered under the Alexion employee share award below.<br>AstraZeneca Annual Report & Form 20-F Information 2025 179<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>29 Employee costs and share plans for employees continued<br>The AstraZeneca<br>Performance Share Plan<br>The AstraZeneca<br>Global Restricted Stock Plan<br>The AstraZeneca<br> Restricted Share Plan<br>The AstraZeneca<br> Extended Incentive Plan<br>WAFV1 WAFV WAFV WAFV WAFV WAFV WAFV WAFV<br>pence $ pence $ pence $ pence $<br>WAFV of 2023 grants 9929 59.95 10822 65.38 11135 65.37 11,748 74.78<br>WAFV of 2024 grants 9028 57.99 10085 64.91 11111 75.23 – –<br>WAFV of 2025 grants 11054 70.34 11961 75.91 12142 78.96 – –<br>1 Weighted average fair value.<br>The weighted average fair value for awards granted under the AstraZeneca Performance Share Plan is primarily based on the market price at<br>the point of grant adjusted for the market-based performance elements which are valued using a Monte Carlo valuation model. The fair values<br>of all other plans are set using the market price at the point of award. These awards are settled in equity including dividends accumulated from<br>the date of award to vesting.<br>30 Commitments, contingent liabilities and contingent assets 2025 2024<br>Commitments $m $m<br>Contracts placed for future capital expenditure on Property, plant and equipment and<br>software development costs not provided for in these Financial Statements 1,727 1,575<br>Guarantees and contingencies arising in the ordinary course of business, for which no security has been given, are not expected to result in any<br>material financial loss.<br>Research and development collaboration payments<br>The Group has various ongoing collaborations, including in-licensing and similar arrangements with development partners. Such collaborations<br>may require the Group to make payments on achievement of stages of development, launch or revenue milestones, although the Group generally<br>has the right to terminate these agreements at no cost. The Group recognises research and development milestones as an intangible asset once<br>it is committed to payment, which is generally when the Group reaches set trigger points in the development cycle. Revenue-related milestones<br>are recognised as intangible assets on product launch at a value based on the Group’s long-term revenue forecasts for the related product. The<br>table below indicates potential development and revenue-related payments that the Group may be required to make under such collaborations.<br>Years 5<br>Total Under 1 year Years 1 and 2 Years 3 and 4 and greater<br>$m $m $m $m $m<br>Future potential research and development milestone payments 10,182 1,226 3,698 3,013 2,245<br>Future potential revenue milestone payments 21,301 45 1,290 4,742 15,224<br>The table includes all potential payments for achievement of milestones under ongoing research and development arrangements. Revenue-related milestone payments represent the maximum possible amount payable on achievement of specified levels of revenue as set out in<br>individual contract agreements, but exclude variable payments that are based on unit sales (e.g. royalty-type payments) which are expensed<br>as the associated sale is recognised. The table excludes any payments already capitalised in the Financial Statements for the year ended<br>31 December 2025 which have been capitalised with reference to the latest Group sales forecasts for approved indications.<br>The future payments we disclose represent contracted payments and, as such, are not discounted and are not risk-adjusted. As detailed in the<br>Risk Overview section from page 47, the development of any pharmaceutical product candidate is a complex and risky process that may fail<br>at any stage in the development process due to a number of factors (including items such as failure to obtain regulatory approval, unfavourable<br>data from key studies, adverse reactions to the product candidate or indications of other safety concerns). The timing of the payments is based<br>on the Group’s current best estimate of achievement of the relevant milestone.<br>Environmental costs and liabilities<br>The Group’s expenditure on environmental protection, including both capital and revenue items, relates to costs that are necessary for<br>implementing internal systems and programmes, and meeting legal and regulatory requirements for processes and products. This includes<br>investment to conserve natural resources and otherwise minimise the impact of our activities on the environment. They are an integral part of<br>normal ongoing expenditure for carrying out the Group’s research, manufacturing and commercial operations and are not separated from<br>overall operating and development costs. There are no known changes in legal, regulatory or other requirements resulting in material changes to<br>the levels of expenditure for 2023, 2024 or 2025.<br>In addition to expenditure for meeting current and foreseen environmental protection requirements, the Group incurs costs in investigating and<br>cleaning up legacy land and groundwater contamination. In particular, AstraZeneca has environmental liabilities at some currently or formerly<br>owned, leased and third-party sites.<br>In the US, Zeneca Inc., and/or its indemnitees, have been named as potentially responsible parties (PRPs) or defendants at a number of sites<br>where Zeneca Inc. is likely to incur future environmental investigation, remediation, operation and maintenance costs under federal, state, statutory<br>or common law environmental liability allocation schemes (together, US Environmental Consequences). Similarly, Stauffer Management<br>Company LLC (SMC), which was established to own and manage certain assets and liabilities of Stauffer Chemical Company, and/or its<br>indemnitees, have been named as PRPs or defendants at a number of sites where SMC is likely to incur US Environmental Consequences.<br>AstraZeneca Annual Report & Form 20-F Information 2025 180<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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AstraZeneca has also given indemnities to third parties for a number of sites outside the US. These environmental liabilities arise from legacy<br>operations that are not currently part of the Group’s business and, at most of these sites, remediation, where required, is either completed or<br>in progress. AstraZeneca has made provisions for the estimated costs of future environmental investigation, remediation, operation and<br>maintenance activity beyond normal ongoing expenditure for maintaining the Group’s R&D and manufacturing capacity and product ranges,<br>where a present obligation exists, it is probable that such costs will be incurred and they can be estimated reliably. With respect to such<br>estimated future costs, there were provisions at 31 December 2025 in the aggregate of $107m (2024: $105m), mainly relating to the US.<br>Where we are jointly liable or otherwise have cost-sharing agreements with third parties, we reflect only our share of the obligation. Where<br>the liability is insured in part or in whole by insurance or other arrangements for reimbursement, an asset is recognised to the extent that this<br>recovery is virtually certain.<br>It is possible that AstraZeneca could incur future environmental costs beyond the extent of our current provisions. The extent of such possible<br>additional costs is inherently difficult to estimate due to a number of factors, including: (1) the nature and extent of claims that may be asserted<br>in the future; (2) whether AstraZeneca has or will have any legal obligation with respect to asserted or unasserted claims; (3) the type of remedial<br>action, if any, that may be selected at sites where the remedy is presently not known; (4) the potential for recoveries from or allocation of liability<br>to third parties; and (5) the length of time that the environmental investigation, remediation and liability allocation process can take. As per our<br>Provisions accounting policy on page 135, Provisions for these costs are made when there is a present obligation and where it is probable that<br>expenditure on remedial work will be required and a reliable estimate can be made of the cost. Notwithstanding and subject to the foregoing,<br>we estimate the potential additional loss for future environmental investigation, remediation, remedial operation and maintenance activity above<br>and beyond our provisions to be, in aggregate, between $115m and $192m (2024: $113m and $190m) which relates mainly to the US.<br>Legal proceedings<br>AstraZeneca is involved in various legal proceedings considered typical to its business, including actual or threatened litigation and actual or<br>potential government investigations relating to employment matters, product liability, commercial disputes, pricing, sales and marketing practices,<br>infringement of IP rights, and the validity of certain patents and competition laws. The more significant matters are discussed below.<br>Most of the claims involve highly complex issues. Often these issues are subject to substantial uncertainties and, therefore, the probability of<br>a loss, if any, being sustained and/or an estimate of the amount of any loss is difficult to ascertain.<br>Unless specifically identified below that a provision has been taken, AstraZeneca considers each of the claims to represent a contingent liability<br>and discloses information with respect to the nature and facts of the cases in accordance with IAS 37 ‘Provisions, Contingent Liabilities and<br>Contingent Assets’.<br>We do not believe that disclosure of the amounts sought by plaintiffs, if known, would be meaningful with respect to these legal proceedings.<br>This is due to a number of factors, including (i) the stage of the proceedings (in many cases trial dates have not been set) and the overall length<br>and extent of pre-trial discovery; (ii) the entitlement of the parties to an action to appeal a decision; (iii) clarity as to theories of liability, damages<br>and governing law; (iv) uncertainties in timing of litigation; and (v) the possible need for further legal proceedings to establish the appropriate<br>amount of damages, if any.<br>While there can be no assurance regarding the outcome of any of the legal proceedings referred to in this Note 30, based on management’s<br>current and considered view of each situation, we do not currently expect them to have a material adverse effect on our financial position<br>including within the next financial year. This position could of course change over time, not least because of the factors referred to above.<br>In cases that have been settled or adjudicated, or where quantifiable fines and penalties have been assessed and which are not subject to appeal<br>(or other similar forms of relief), or where a loss is probable and we are able to make a reasonable estimate of the loss, we generally indicate<br>the loss absorbed or make a provision for our best estimate of the expected loss.<br>Where it is considered that the Group is more likely than not to prevail, legal costs involved in defending the claim are charged to profit as they<br>are incurred.<br>Where it is considered that the Group has a valid contract which provides the right to reimbursement (from insurance or otherwise) of legal costs<br>and/or all or part of any loss incurred or for which a provision has been established, and we consider recovery to be virtually certain, the best<br>estimate of the amount expected to be received is recognised as an asset.<br>KJ Assessments as to whether or not to recognise provisions or assets, and of the amounts concerned, usually involve a series of complex<br>judgements about future events and can rely heavily on estimates and assumptions. AstraZeneca believes that the provisions recorded are<br>adequate based on currently available information and that the insurance recoveries recorded will be received. However, given the inherent<br>uncertainties involved in assessing the outcomes of these cases, and in estimating the amount of the potential losses and the associated<br>insurance recoveries, we could in the future incur judgments or insurance settlements that could have a material adverse effect on our<br>results in any particular period.<br>IP claims include challenges to the Group’s patents on various products or processes and assertions of non-infringement of patents. A loss in<br>any of these cases could result in loss of patent protection on the related product.<br>AstraZeneca Annual Report & Form 20-F Information 2025 181<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>30 Commitments, contingent liabilities and contingent assets continued<br>The consequences of any such loss could be a significant decrease in Product Sales, which could have a material adverse effect on our results.<br>The lawsuits filed by AstraZeneca for patent infringement against companies that have filed abbreviated new drug applications (ANDAs) in the<br>US, seeking to market generic forms of products sold by the Group prior to the expiry of the applicable patents covering these products, typically<br>also involve allegations of non-infringement, invalidity and unenforceability of these patents by the ANDA filers. In the event that the Group is<br>unsuccessful in these actions or the statutory 30-month stay expires before a ruling is obtained, the ANDA filers involved will also have the<br>ability, subject to US Food and Drug Administration (FDA) approval, to introduce generic versions of the product concerned.<br>AstraZeneca has full confidence in, and will vigorously defend and enforce, its IP.<br>Over the course of the past several years, including in 2025, a significant number of commercial litigation claims in which AstraZeneca is involved<br>have been resolved, particularly in the US, thereby reducing potential contingent liability exposure arising from such litigation. Similarly, in part<br>due to patent litigation and settlement developments, greater certainty has been achieved regarding possible generic entry dates with respect<br>to some of our patented products. At the same time, like other companies in the pharmaceutical sector and other industries, AstraZeneca continues<br>to be subject to government investigations around the world.<br>Patent litigation<br>Legal proceedings brought against AstraZeneca<br>Enhertu patent proceedings Considered to be a contingent liability<br>US • In October 2020, Seagen Inc. (Seagen) filed a complaint against Daiichi Sankyo Company, Limited (Daiichi Sankyo) in<br>the US District Court for the Eastern District of Texas (District Court) alleging that Enhertu infringes a Seagen patent.<br>AstraZeneca co-commercialises Enhertu with Daiichi Sankyo in the US. After trial in April 2022, the jury found that<br>the patent was infringed and awarded Seagen $41.82m in past damages. In July 2022, the District Court entered final<br>judgment and declined to enhance damages on the basis of wilfulness. In October 2023, the District Court entered an<br>amended final judgment that requires Daiichi Sankyo to pay Seagen a royalty of 8% on US sales of Enhertu from 1 April<br>2022 through to 4 November 2024, in addition to the past damages previously awarded by the District Court.<br>AstraZeneca and Daiichi Sankyo have appealed the District Court’s decision.<br>• In December 2020 and January 2021, AstraZeneca and Daiichi Sankyo filed post-grant review (PGR) petitions with the<br>US Patent and Trademark Office (USPTO) alleging, among other things, that the Seagen patent is invalid for lack of<br>written description and enablement. The USPTO initially declined to institute the PGRs, but, in April 2022, the USPTO<br>granted the rehearing requests and instituted both PGR petitions. Seagen subsequently disclaimed all patent claims at<br>issue in one of the PGR proceedings. In July 2022, the USPTO reversed its institution decision and declined to institute<br>the other PGR petition. AstraZeneca and Daiichi Sankyo requested reconsideration of the decision not to institute review<br>of the patent. In February 2023, the USPTO reinstituted the PGR proceeding. In February 2024, the USPTO issued a<br>decision that the claims were unpatentable. Seagen has appealed this decision; the USPTO has intervened in the appeal.<br>• In December 2025, the US Court of Appeals for the Federal Circuit issued decisions in both the District Court and PGR<br>appeals finding that Seagen’s patent is invalid and vacating the District Court’s prior judgment and damages award.<br>Factor Bioscience<br>patent proceedings<br>Considered to be a contingent liability<br>US • In September 2025, Factor Bioscience Inc. (Factor) filed a complaint against AstraZeneca, and others in the US District<br>Court for the District of Delaware, alleging infringement of several Factor patents related to technology for producing<br>gene-edited cells using synthetic messenger ribonucleic acid (mRNA) molecules encoding transcription activator-like<br>effector nuclease (TALEN) gene-editing proteins.<br>• The complaint alleges that certain drug research, design and development activities by AstraZeneca and others<br>infringe Factor’s patents.<br>Forxiga patent proceedings Considered to be a contingent liability<br>Europe • In November 2025, in France, Biogaran SAS challenged one of AstraZeneca’s patents covering Forxiga. No trial date<br>has been set.<br>• In Poland and in Portugal, multiple generic companies have challenged one of AstraZeneca’s patents covering Forxiga.<br>No trial date has been set.<br>• In Poland, in January 2026, AstraZeneca obtained interim injunctions against the generic companies that have<br>challenged the patent.<br>Forxiga patent proceedings Matter concluded<br>UK • In the UK, one of AstraZeneca’s patents relating to Forxiga was challenged by Generics (UK) Limited, Teva Pharmaceutical<br>Industries Limited, and Glenmark Pharmaceuticals Europe Limited.<br>• Trial regarding patent validity occurred in March 2025. In April 2025, the UK Patents Court held the patent invalid.<br>AstraZeneca appealed the decision. In July 2025, the UK Court of Appeal dismissed AstraZeneca’s appeal and upheld<br>the lower court’s invalidity decision. AstraZeneca’s application for permission to appeal to the UK Supreme Court<br>was denied.<br>• In March 2025 and onward, AstraZeneca obtained injunctions against generic manufacturers’ at-risk sales of dapagliflozin<br>products in the UK. All injunctions have since been lifted.<br>• This matter has concluded.<br>AstraZeneca Annual Report & Form 20-F Information 2025 182<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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Soliris patent proceedings Considered to be a contingent liability<br>Turkey • In November 2024, Salute HC İlaçları Sanayi ve Ticaret A.Ş served an action in the Industrial and Intellectual Property<br>Rights Court in Turkey seeking to invalidate and enjoin enforcement of AstraZeneca’s patent relating to eculizumab.<br>Tagrisso patent proceedings Considered to be a contingent liability<br>China • In January 2025, an individual filed invalidity challenges against several Chinese patents protecting Tagrisso.<br>• A hearing before the Chinese Patent Office (Patent Office) was held in July 2025.<br>• In November 2025, the Patent Office issued decisions maintaining the compound patents.<br>• In January 2026, the Patent Office dismissed the invalidity case against the formulation patent.<br>Tagrisso patent proceedings Considered to be a contingent liability<br>US • In September 2021, Puma Biotechnology, Inc. (Puma) and Wyeth LLC (Wyeth) filed a patent infringement lawsuit in the<br>US District Court for the District of Delaware (District Court) against AstraZeneca relating to Tagrisso. In March 2024,<br>the District Court dismissed Puma.<br>• The jury trial, with Wyeth as the plaintiff, took place in May 2024. The jury found Wyeth’s patents infringed and awarded<br>Wyeth $107.5m in past damages. The jury also found that the infringement was not wilful.<br>• In proceedings following the jury award, the District Court rejected AstraZeneca’s indefiniteness and equitable defences<br>but granted judgment as a matter of law in favour of AstraZeneca on the grounds that the patents were invalid for lack<br>of written description and enablement.<br>• Wyeth has filed an appeal.<br>Legal proceedings brought by AstraZeneca<br>Brilinta patent proceedings Considered to be a contingent asset<br>US • In 2015 and subsequently, in response to Paragraph IV notices from ANDA filers, AstraZeneca filed patent infringement<br>lawsuits in the US District Court for the District of Delaware (District Court). In its complaints, AstraZeneca alleged that<br>a generic version of Brilinta, if approved and marketed, would infringe patents that are owned or licensed by AstraZeneca.<br>• In 2024, AstraZeneca entered into separate settlements and the District Court entered consent judgments to dismiss<br>each of the corresponding litigations.<br>• Additional proceedings are ongoing in the District Court.<br>• No trial date has been set.<br>Calquence patent proceedings Considered to be a contingent asset<br>US • AstraZeneca received Paragraph IV notices relating to patents listed in the FDA Orange Book with reference to Calquence<br>tablets from Cipla USA, Inc. and Cipla Limited (collectively, Cipla) in April 2024 and from MSN Pharmaceuticals Inc. and<br>MSN Laboratories Pvt. Ltd. (collectively, MSN) in November 2024.<br>• In response to these Paragraph IV notices, AstraZeneca filed patent infringement lawsuits against Cipla in May 2024 and<br>against MSN in January 2025 in the US District Court for the District of Delaware (District Court). In the complaints,<br>AstraZeneca alleges that a generic version of Calquence tablets, if approved and marketed, would infringe patents that<br>are owned or licensed by AstraZeneca. Trial has been scheduled for April 2027.<br>• In December 2025, AstraZeneca entered into a settlement agreement with MSN and the District Court dismissed the<br>corresponding litigation. The litigation with Cipla is ongoing.<br>Daliresp patent litigation Considered to be a contingent asset<br>US • In 2015 and subsequently, in response to Paragraph IV notices from ANDA filers, AstraZeneca filed patent infringement<br>lawsuits in the US District Court for the District of New Jersey (District Court) relating to patents listed in the FDA Orange<br>Book with reference to Daliresp.<br>• AstraZeneca has entered into separate settlement agreements and the District Court entered a consent judgment to<br>dismiss the corresponding litigation. Additional ANDA challenges are pending.<br>Farxiga patent proceedings Considered to be a contingent asset<br>US • In May 2021, AstraZeneca proceeded to trial against ANDA filer Zydus Pharmaceuticals (USA) Inc. (Zydus) in the US<br>District Court for the District of Delaware (District Court). In October 2021, the District Court issued a decision finding<br>the asserted claims of AstraZeneca’s patent as valid and infringed by Zydus’s ANDA product. In August 2022, Zydus<br>appealed the District Court decision. Zydus’s appeal has been dismissed.<br>• In December 2023, AstraZeneca initiated ANDA litigation against Sun Pharmaceutical Industries Ltd. and Sun<br>Pharmaceutical Industries, Inc. in the District Court. No trial date has been set.<br>Forxiga patent proceedings Considered to be a contingent asset<br>Australia • In December 2025, in the Federal Court of Australia, AstraZeneca initiated patent infringement litigation against<br>Pharmacor Pty Limited in reference to one of the patents that protects Forxiga.<br>• No trial date has been set.<br>AstraZeneca Annual Report & Form 20-F Information 2025 183<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>30 Commitments, contingent liabilities and contingent assets continued<br>Lokelma patent proceedings Matter concluded<br>US • In August 2022, in response to Paragraph IV notices, AstraZeneca initiated ANDA litigation against five generic filers in<br>the US District Court for the District of Delaware.<br>• AstraZeneca alleged that a generic version of Lokelma would infringe patents that are owned or licensed by AstraZeneca.<br>• AstraZeneca has entered into separate settlement agreements with the five generic manufacturers which resulted in<br>dismissal of the corresponding litigations.<br>• This matter is now concluded.<br>Lynparza patent proceedings Considered to be a contingent asset<br>Canada • In July 2025, AstraZeneca was served with a Notice of Allegation from Cipla Ltd. challenging a patent relating to Lynparza.<br>AstraZeneca commenced an action in response in August 2025. Trial is scheduled to begin in April 2027.<br>• In August 2025, AstraZeneca was served with a Notice of Allegation from Natco Pharma (Canada) Inc. challenging a<br>patent relating to Lynparza. AstraZeneca commenced an action in response in October 2025. Trial is scheduled to begin<br>in June 2027.<br>• In November 2025, AstraZeneca was served with a Notice of Allegation from Zydus Lifesciences Limited challenging a<br>patent relating to Lynparza. AstraZeneca commenced an action in response in December 2025. No trial date has been set.<br>Lynparza patent proceedings Considered to be a contingent asset<br>US • AstraZeneca received a Paragraph IV notice relating to Lynparza patents from Natco Pharma Limited (Natco) in December<br>2022, Sandoz Inc. (Sandoz) in December 2023, Cipla USA, Inc. and Cipla Limited (collectively, Cipla) in May 2024, and<br>Zydus Pharmaceuticals (USA) Inc. (Zydus) in November 2024.<br>• In response to these Paragraph IV notices, AstraZeneca, MSD International Business GmbH, and the University of<br>Sheffield initiated ANDA litigations against Natco, Sandoz, Cipla, and Zydus in the US District Court for the District of<br>New Jersey. In the complaints, AstraZeneca alleged that the defendants’ generic versions of Lynparza, if approved<br>and marketed, would infringe AstraZeneca’s patents.<br>• No trial date has been scheduled.<br>Soliris patent proceedings Matter concluded<br>Canada • In May 2023, AstraZeneca initiated patent litigation in Canada alleging that Amgen Canada Inc.’s (Amgen) biosimilar<br>eculizumab product infringed AstraZeneca’s patents.<br>• In September 2023, AstraZeneca initiated patent litigations in Canada alleging that Samsung Bioepis Co. Ltd.’s (Samsung)<br>biosimilar eculizumab product infringed AstraZeneca’s patents.<br>• In June and November 2025, AstraZeneca settled with Samsung and Amgen, respectively.<br>Soliris patent proceedings Matter concluded<br>Europe • In March 2024, AstraZeneca filed motions for provisional measures against the relevant corporate entities of Amgen<br>Inc. (Amgen) and Samsung Bioepis Co. Ltd. (Samsung) at the Hamburg Local Division of the Unified Patent Court<br>(UPC) on the basis that Amgen’s and Samsung’s biosimilar eculizumab products infringe an AstraZeneca patent. In<br>November 2025 and January 2026, AstraZeneca entered into global settlement agreements with Amgen and<br>Samsung, respectively, resolving all eculizumab patent disputes between the parties.<br>Soliris patent proceedings Matter concluded<br>UK • In May 2024, AstraZeneca initiated patent infringement proceedings against Amgen Ltd. (Amgen) and Samsung Bioepis<br>UK Limited (Samsung) in the UK High Court of Justice alleging that their respective biosimilar eculizumab products<br>infringe an AstraZeneca patent; on the same day, Samsung initiated a revocation action for the same patent.<br>• In November 2025 and January 2026, AstraZeneca settled the UK eculizumab patent matters with Amgen and<br>Samsung, respectively.<br>AstraZeneca Annual Report & Form 20-F Information 2025 184<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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Tagrisso patent proceedings Considered to be a contingent asset<br>Russia • In August 2023, AstraZeneca filed lawsuits in the Arbitration Court of the Moscow region (Court) against the Russian<br>Ministry of Health (MOH) and Axelpharm LLC (Axelpharm) for improper use of AstraZeneca information in the authorisation<br>of a generic version of Tagrisso. The suit against the MOH was dismissed in July 2024, after two appeals. The case<br>against Axelpharm was dismissed in September 2024, and a subsequent appeal by AstraZeneca was also dismissed.<br>• In November 2023, Axelpharm sought a compulsory licence under a patent related to Tagrisso; the action remains<br>pending. The Axelpharm patent on which the compulsory licensing action was based was held invalid by the Russian<br>Patent and Trademark Office (PTO) in August 2024 following challenge by AstraZeneca. The PTO’s decision was upheld<br>in June 2025, following an appeal by Axelpharm. At a further appeal hearing in November 2025, the Intellectual Property<br>Court Presidium reversed earlier decisions and held Axelpharm’s patent valid. In January 2026, AstraZeneca appealed<br>to the Supreme Court, which was rejected. AstraZeneca expects to file a further appeal.<br>• In July 2024, AstraZeneca filed a patent infringement claim against Axelpharm in relation to a generic version of Tagrisso.<br>The action was stayed by the court pending resolution of the compulsory licensing action.<br>• In August 2024, after AstraZeneca filed a complaint, the Federal Anti-Monopoly Service of Russia (FAS) initiated a case<br>against Axelpharm and OncoTarget LLC (OncoTarget). In November 2024, the FAS found Axelpharm (but not OncoTarget)<br>to have committed unfair competition. In June 2025, the finding against Axelpharm was reversed on appeal. In December<br>2025, on appeal by AstraZeneca, the appellate decision was affirmed. Also in December 2025, AstraZeneca filed a<br>further appeal.<br>Product liability litigation<br>Legal proceedings brought against AstraZeneca<br>Farxiga and Xigduo XR Considered to be a contingent liability<br>US • AstraZeneca has been named as a defendant in lawsuits involving plaintiffs claiming physical injury, including Fournier’s<br>Gangrene and necrotising fasciitis, from treatment with Farxiga and/or Xigduo XR.<br>• The parties have reached a settlement in principle for a non-material amount to resolve the single case scheduled for<br>trial in March 2026.<br>• All remaining claims are filed in Delaware State Court and the earliest trial is now scheduled for September 2026.<br>Nexium and Prilosec A provision has been taken<br>US • AstraZeneca has defended lawsuits brought in federal and state courts involving claims that plaintiffs have been<br>diagnosed with various injuries following treatment with proton pump inhibitors (PPIs), including Nexium and Prilosec.<br>Most of the lawsuits alleged kidney injury.<br>• Between 2022 and 2024, AstraZeneca resolved the claims by way of settlement agreements.<br>• A relatively small number of plaintiffs have opted out of the settlement.<br>Nexium and Losec Matter concluded<br>Canada • In Canada, in July and August 2017, AstraZeneca was served with three putative class action lawsuits.<br>• As of September 2025, all three lawsuits have been dismissed.<br>• The Canada proceedings are concluded.<br>Vaxzevria Considered to be a contingent liability<br>UK • AstraZeneca is defending lawsuits in multiple jurisdictions, including the UK, involving multiple claimants alleging injuries<br>following vaccination with AstraZeneca’s COVID-19 vaccine. Most of the lawsuits involve claims of thrombosis with<br>thrombocytopenia syndrome.<br>• No trial dates have been scheduled.<br>Commercial litigation<br>Legal proceedings brought against AstraZeneca<br>340B Antitrust litigation Considered to be a contingent liability<br>US • In September 2021, AstraZeneca was served with a class-action antitrust complaint filed in the US District Court for the<br>Western District of New York (District Court) by Mosaic Health, Inc. alleging a conspiracy to restrict access to 340B<br>discounts in the diabetes market through contract pharmacies. In September 2022, the District Court granted AstraZeneca’s<br>motion to dismiss the complaint. In February 2024, the District Court denied Plaintiffs’ request to file an amended<br>complaint and entered an order closing the matter. In March 2024, Plaintiffs filed an appeal.<br>• In August 2025, the US Court of Appeals for the Second Circuit decided in the plaintiffs’ favour, ordering the District Court<br>to accept the amended complaint.<br>Amyndas Trade<br>Secrets Litigation<br>Considered to be a contingent liability<br>US • AstraZeneca has been defending a matter filed by Amyndas Pharmaceuticals Member P.C. and Amyndas Pharmaceuticals,<br>LLC (collectively Amyndas), in the US District Court for the District of Massachusetts alleging trade secret<br>misappropriation and breach of contract claims against AstraZeneca and Zealand Pharma U.S. Inc. related to<br>Amyndas’ C3 inhibitor candidate.<br>• No trial date has been scheduled.<br>AstraZeneca Annual Report & Form 20-F Information 2025 185<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>30 Commitments, contingent liabilities and contingent assets continued<br>Anti-Terrorism Act Civil Lawsuit Considered to be a contingent liability<br>US • In the US, in October 2017, AstraZeneca and certain other pharmaceutical and/or medical device companies were named<br>as defendants in a complaint filed in the US District Court for the District of Columbia (District Court) by US nationals<br>(or their estates, survivors, or heirs) who were killed or wounded in Iraq between 2005 and 2013. The plaintiffs allege<br>that the defendants violated the US Anti-Terrorism Act and various state laws by selling pharmaceuticals and medical<br>supplies to the Iraqi Ministry of Health. In July 2020, the District Court granted AstraZeneca’s and the other defendants’<br>motion to dismiss the lawsuit, which the DC Circuit Court of Appeals (the Appellate Court) reversed in January 2022.<br>• In June 2024, the United States Supreme Court issued an order vacating the 2022 decision and remanding to the<br>Appellate Court for reconsideration under new case law. In January 2026, after reconsideration, the Second Circuit<br>issued a decision again allowing the claims to proceed and returning the matter to the District Court, where AstraZeneca<br>has a separate motion to dismiss pending.<br>Definiens Considered to be a contingent liability<br>Germany • In July 2020, AstraZeneca received a notice of arbitration filed with the German Institution of Arbitration from the sellers<br>of Definiens AG (Sellers) regarding the 2014 share purchase agreement (SPA) between AstraZeneca and the Sellers.<br>The Sellers claim that they are owed approximately $140m in earn-outs under the SPA. In December 2023, after an<br>arbitration hearing, the arbitration panel made a final award of $46m in favour of the Sellers.<br>• In March 2024, AstraZeneca filed an application with the Bavarian Supreme Court (Court) to set aside the arbitration award.<br>• In April 2025, the Court ruled in favour of AstraZeneca, annulled the arbitration award, and referred the dispute back to<br>the same arbitration panel for a second determination.<br>• In May 2025, the Sellers appealed the Court’s decision to the German Federal Court of Justice (Court of Justice).<br>AstraZeneca also appealed the decision to refer the dispute back to the same arbitration panel.<br>• In January 2026, the Court of Justice upheld the Court’s decision to annul the arbitration award and referred the dispute<br>back to the same arbitration panel.<br>Employment Litigation Considered to be a contingent liability<br>US • AstraZeneca is defending against numerous other litigation matters pending in federal and state courts asserting claims<br>of discrimination in connection with AstraZeneca’s vaccine requirement.<br>• All but one claim has been resolved by settlement or disposed of by motion practice.<br>Novartis Advertising Litigation Considered to be a contingent liability<br>US • In October 2025, Novartis Pharmaceuticals Corp. filed a lawsuit in the US District Court for the District of Delaware<br>alleging false and misleading representation claims under the Lanham Act and state law unfair competition and<br>deceptive practices claims.<br>• The complaint alleges that statements in AstraZeneca’s marketing for treatment for paroxysmal nocturnal hemoglobinuria<br>are false and misleading.<br>Pay Equity Litigation Considered to be a contingent liability<br>US • AstraZeneca is defending a putative class and collective action in the US District Court for the Northern District of Illinois<br>(District Court) brought by three named plaintiffs, who are former AstraZeneca employees. The case involves claims<br>under the federal and Illinois Equal Pay Acts, with the plaintiffs alleging they were paid less than male employees who<br>performed substantially similar and/or equal work.<br>• In May 2024, the District Court conditionally certified a collective under the federal Equal Pay Act and authorised the<br>sending of notice to potential collective action members. The notice was distributed in June 2024, and the opt-in period<br>has closed.<br>Securities Litigation Considered to be a contingent liability<br>US • In December 2024, a putative securities class action lawsuit was filed in the US District Court for the Central District<br>of California against AstraZeneca PLC and certain officers, on behalf of purchasers of AstraZeneca publicly traded<br>securities between February 2022 and December 2024.<br>• The case was subsequently transferred to the US District Court for the Southern District of New York.<br>Seroquel XR Antitrust Litigation Matter concluded<br>US • In 2019, AstraZeneca was named in several related complaints in US District Court in Delaware (District Court), including<br>several putative class action lawsuits brought on behalf of classes of direct purchasers or end payors of Seroquel XR,<br>alleging AstraZeneca and generic drug manufacturers violated US antitrust laws when settling patent litigation related<br>to Seroquel XR.<br>• In July 2022, the District Court dismissed claims relating to one of the generic manufacturers while allowing claims<br>relating to the second generic manufacturer to proceed.<br>• In September 2024, AstraZeneca reached a settlement agreement with one of the plaintiff classes which the<br>court approved.<br>• In May 2025, AstraZeneca resolved the matter with all remaining plaintiffs for a total payment of $97m. In September<br>2025, the District Court approved the class-related portion of the settlement.<br>• This matter is now concluded.<br>AstraZeneca Annual Report & Form 20-F Information 2025 186<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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Soliris Antitrust Class Action Considered to be a contingent liability<br>US • In April 2025, AstraZeneca was named in a lawsuit filed in the US District Court for the District of Massachusetts<br>(District Court) alleging antitrust claims on behalf of a potential class of end payors for Soliris from March 2022.<br>• The plaintiff alleges that AstraZeneca violated federal and state antitrust and business practices laws by obtaining<br>improper patents for Soliris, delaying biosimilar entry and improperly extending Soliris’ market exclusivity.<br>• In December 2025, the District Court partially granted AstraZeneca’s motion to dismiss.<br>Syntimmune Milestone Litigation Considered to be a contingent liability<br>US • In connection with AstraZeneca’s acquisition of Syntimmune, Inc. (Syntimmune) in December 2020, AstraZeneca was<br>served with a lawsuit filed by the stockholders’ representative for Syntimmune in Delaware State Court (Court) that<br>alleged, among other things, breaches of the 2018 merger agreement (Merger Agreement).<br>• The stockholders’ representative alleges that AstraZeneca failed to meet its obligations under the Merger Agreement<br>to use commercially reasonable efforts to achieve the milestones. AstraZeneca also filed a claim for breach of the<br>representations in the Merger Agreement.<br>• A trial was held in July 2023.<br>• In September 2024, the Court issued a partial decision, concluding that the first milestone in the amount of $130m was<br>achieved, and that AstraZeneca had breached its contractual obligation to use commercially reasonable efforts to<br>achieve the milestones. The Court requested additional briefing regarding damages and further proceedings regarding<br>AstraZeneca’s claim for breach.<br>• In June 2025, the Court issued a further partial decision awarding an additional $181m in damages on its September<br>2024 breach determination.<br>• Additional proceedings regarding AstraZeneca’s claim are ongoing.<br>University of Sheffield<br>Contract Dispute<br>Considered to be a contingent liability<br>UK • In June 2024, AstraZeneca was served with a lawsuit filed by the University of Sheffield (Sheffield). In its complaint,<br>Sheffield alleges that AstraZeneca made misrepresentations to induce Sheffield to amend a patent licence agreement<br>relating to Lynparza.<br>• Trial has been scheduled to begin in June 2026.<br>Viela Bio, Inc.<br>Shareholder Litigation<br>Matter concluded<br>US • In February 2023, AstraZeneca was served with a lawsuit filed in the Delaware State Court (Court) against AstraZeneca<br>and certain officers (collectively, Defendants), on behalf of a putative class of Viela Bio, Inc. (Viela) shareholders. The<br>complaint alleged that the Defendants breached their fiduciary duty to Viela shareholders in the course of Viela’s 2021<br>merger with Horizon Therapeutics, plc.<br>• In July 2024, the Court granted with prejudice AstraZeneca’s motion to dismiss.<br>• In August 2024, plaintiffs appealed the dismissal.<br>• In March 2025, the Delaware Supreme Court affirmed the dismissal.<br>• This matter is now concluded.<br>Legal proceedings brought by AstraZeneca<br>PARP Inhibitor Royalty Dispute Considered to be a contingent asset<br>UK • In October 2012, Tesaro, Inc. (now wholly owned by GlaxoSmithKline plc (GSK)) entered into two worldwide, royalty-bearing patent license agreements with AstraZeneca related to GSK’s product, niraparib.<br>• In May 2021, AstraZeneca filed a lawsuit against GSK in the Commercial Court of England and Wales (Trial Court)<br>alleging that GSK had failed to pay all of the royalties due on niraparib sales under the license agreements.<br>• In April 2023, after trial, the Trial Court issued a decision in AstraZeneca’s favour.<br>• In February 2024, the Court of Appeal reversed the decision.<br>• In March 2024, AstraZeneca filed a request for permission to appeal with the Supreme Court of the United Kingdom.<br>In May 2024, the Supreme Court denied permission to appeal.<br>• The case will return to the Trial Court for further proceedings.<br>AstraZeneca Annual Report & Form 20-F Information 2025 187<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>30 Commitments, contingent liabilities and contingent assets continued<br>Government investigations and proceedings<br>Legal proceedings brought against AstraZeneca<br>340B Qui Tam Considered to be a contingent liability<br>US • In July 2023, AstraZeneca was served with an unsealed civil lawsuit brought by a qui tam relator on behalf of the United<br>States, several states, and the District of Columbia in the US District Court for the Central District of California (District<br>Court). The complaint alleges that AstraZeneca violated the US False Claims Act and state law analogues. In March 2024,<br>the District Court granted AstraZeneca’s motion to dismiss the First Amended Complaint without leave to amend.<br>• In April 2024, the relator filed an appeal.<br>Beyfortus Civil<br>Investigative Demand<br>Considered to be a contingent liability<br>US • In March 2025, AstraZeneca received a subpoena from the US Attorney’s Office seeking certain records relating to<br>Beyfortus. The subpoena requests that the Company produce various documents from January 2020 to present,<br>including communications related to specific batches of Beyfortus, customer complaints, and FDA inspection reports.<br>• AstraZeneca is cooperating with this enquiry.<br>Boston US<br>Attorney Investigation<br>Considered to be a contingent liability<br>US • In June 2024, AstraZeneca was served with a subpoena issued by the US Attorney’s Office in Boston, seeking documents<br>and information relating to payments by AstraZeneca to healthcare providers.<br>• AstraZeneca is cooperating with this enquiry.<br>Brazilian Tax<br>Assessment Matter<br>Considered to be a contingent liability<br>Brazil • In connection with an ongoing matter, in August 2019, the Brazilian Federal Revenue Service provided a Notice of Tax<br>and Description of the Facts (the Tax Assessment) to two AstraZeneca subsidiaries in Brazil, as well as to two additional<br>entities, a logistics provider utilised by AstraZeneca and a distributor. The Tax Assessment focuses on the importation<br>of Soliris vials pursuant to AstraZeneca’s free drug supply to patients’ programme in Brazil.<br>• AstraZeneca prevailed in the first level of administrative appeals in the Brazilian federal administrative proceeding system.<br>The decision was subject to an automatic appeal to the second level of the administrative courts.<br>• In March 2023, the second level of the administrative courts issued a decision to remand the matter to the first level of<br>administrative courts for a determination on the merits.<br>China Personal Information<br>Infringement and Illegal<br>Trade Matters<br>Considered to be a contingent liability<br>China • In relation to the personal information infringement allegation, in April 2025, AstraZeneca Investment (China) Co., Ltd.<br>received a Notice of Transfer to the Prosecutor from the Shenzhen Bao’an District Public Security Bureau regarding<br>suspected unlawful collection of personal information.<br>• In relation to the illegal trade allegation, in October 2025, AstraZeneca Investment (China) Co., Ltd. received a final<br>appraisal opinion from the Shenzhen City Customs Office, informing AstraZeneca Investment (China) Co., Ltd. that the<br>total amount of unpaid import taxes is RMB 24m (approximately USD $3.5m). The import taxes mentioned in the Appraisal<br>Opinion relate to Imfinzi, Imjudo, and Enhertu. In October 2025, AstraZeneca Investment (China) Co., Ltd. prepaid the<br>full amount as voluntary compensation to the State. A fine of between one and five times the amount of these paid<br>importation taxes may also be levied if AstraZeneca Investment (China) Co., Ltd. is found liable for illegal trade.<br>• In November 2025, the Shenzhen Prosecutor concluded its evaluation. AstraZeneca Investment (China) Co., Ltd.,<br>the former EVP and one former senior employee were indicted on charges of unlawful collection of personal information<br>and illegal trade, although no illegal gain to AstraZeneca Investment (China) Co., Ltd. was alleged resulting from unlawful<br>collection of personal information.<br>• The former EVP and former senior employee were additionally indicted on charges of medical insurance fraud.<br>AstraZeneca Investment (China) Co., Ltd. has not been indicted on charges of medical insurance fraud.<br>• The matters have been consolidated into one proceeding before the Shenzhen City Intermediate Court. No trial date<br>has been scheduled.<br>Texas Qui Tam Considered to be a contingent liability<br>US • In December 2022, AstraZeneca was served with an unsealed civil lawsuit brought by qui tam relators on behalf of<br>the State of Texas in Texas State Court in Harrison County, which alleges that AstraZeneca engaged in unlawful<br>marketing practices.<br>• In July 2025, the State of Texas intervened in the matter and filed an amended petition.<br>• In November 2025, the case was transferred to the Texas State Court in Travis County.<br>• No trial date has been scheduled.<br>AstraZeneca Annual Report & Form 20-F Information 2025 188<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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US Department of Justice<br>Civil Investigative Demand<br>Considered to be a contingent liability<br>US • In January 2026, AstraZeneca was served with a civil investigative demand issued by the US Department of Justice,<br>seeking documents and information relating to AstraZeneca's data purchases and quality improvement projects.<br>• AstraZeneca is cooperating with this enquiry.<br>Vermont US<br>Attorney Investigation<br>Considered to be a contingent liability<br>US • In April 2020, AstraZeneca received a Civil Investigative Demand from the US Attorney’s Office in Vermont and the<br>Department of Justice, Civil Division, seeking documents and information relating to AstraZeneca’s relationships with<br>electronic health-record vendors.<br>• AstraZeneca is cooperating in this enquiry.<br>Legal proceedings brought by AstraZeneca<br>340B State Litigation Considered to be a contingent asset<br>US • AstraZeneca has filed lawsuits against Arkansas, Colorado, Hawaii, Kansas, Louisiana, Maine, Maryland, Minnesota,<br>Mississippi, Missouri, Nebraska, New Mexico, North Dakota, Oklahoma, Oregon, Rhode Island, South Dakota,<br>Tennessee, Utah, Vermont, and West Virginia challenging the constitutionality of each state’s 340B statute.<br>• AstraZeneca has ongoing enforcement actions in Arkansas and Louisiana for alleged non-compliance with each state’s<br>340B statute. In April 2025, an order was issued in the Arkansas proceeding requiring AstraZeneca to pause its contract<br>pharmacy policy, which AstraZeneca has appealed.<br>• In Arkansas, the Court denied a motion to dismiss.<br>• In Colorado, the Court denied AstraZeneca’s motion for a preliminary injunction, which AstraZeneca has appealed.<br>• In Kansas, after obtaining a stipulation from the state that AstraZeneca’s policy does not violate the Kansas 340B statute,<br>AstraZeneca agreed to dismiss its complaint.<br>• In Louisiana, the Court denied AstraZeneca’s motion for summary judgement, which AstraZeneca has appealed.<br>• In Maryland and Mississippi, the Court denied AstraZeneca’s motion for a preliminary injunction.<br>• In Minnesota, the Court found that the government officials lacked enforcement authority and dismissed AstraZeneca’s<br>complaint for lack of standing.<br>• In Missouri, the Court granted in part and denied in part the state’s motion to dismiss.<br>• In Oklahoma, the Court granted AstraZeneca’s motion for a preliminary injunction, which Oklahoma has appealed.<br>• AstraZeneca’s lawsuits are stayed in Rhode Island, Utah, and West Virginia.<br>Calquence Inflation<br>Reduction Act Litigation<br>Considered to be a contingent asset<br>US • In December 2025, AstraZeneca filed a lawsuit in the US District Court for the District of Maryland challenging the<br>US Department of Health and Human Services’ interpretation of “qualifying single source drug” under the Inflation<br>Reduction Act and its application in selecting Calquence for drug price negotiation.<br>Farxiga Inflation<br>Reduction Act Litigation<br>Considered to be a contingent asset<br>US • In August 2023, AstraZeneca filed a lawsuit in the US District Court for the District of Delaware (District Court) against<br>the US Department of Health and Human Services (HHS) challenging aspects of the drug price negotiation provisions<br>of the Inflation Reduction Act and the implementing guidance and regulations. In March 2024, the District Court granted<br>HHS’ motions and dismissed AstraZeneca’s lawsuit.<br>• In May 2025, the US Court of Appeals for the Third Circuit affirmed the District Court’s dismissal of AstraZeneca’s challenge.<br>• In September 2025, AstraZeneca sought review by the US Supreme Court.<br>Other<br>Additional government inquiries<br>As is true for most, if not all, major prescription pharmaceutical companies, AstraZeneca is currently involved in multiple inquiries into drug<br>marketing and pricing practices. In addition to the investigations described above, various law enforcement offices have, from time to time,<br>requested information from the Group. There have been no material developments in those matters.<br>Tax<br>AstraZeneca considers whether it is probable that a taxation authority will accept an uncertain tax treatment. Where acceptance of an uncertain<br>tax treatment is not considered probable, a tax liability is recognised based on either the most likely amount method or the expected value method<br>depending on which method management expects to better predict the resolution of the uncertainty. Due to inherent complexities in the<br>resolution of the uncertain tax treatments and the resulting liabilities due, management exercise judgement in the measurement of the potential<br>liability, based on information available at the present time.<br>Tax liabilities for uncertain tax treatments can be built up over a long period of time but the resolution occurs at a point in time. Therefore, to the<br>extent the information changes in future periods, there may be adjustments to the liabilities, which may have either a negative or positive effect<br>on our results. Such changes could arise from commencement, progress or conclusion of tax authority challenge, negotiations under competent<br>authority arrangements in relevant double tax treaties and expiry of relevant statutes of limitation. Details of the movements of material uncertain<br>tax treatments are included below.<br>AstraZeneca Annual Report & Form 20-F Information 2025 189<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Notes to the Group Financial Statements continued<br>KJ AstraZeneca faces a number of audits and reviews in jurisdictions around the world and, in some cases, is in dispute with the tax authorities.<br>The issues under discussion are often complex and can require many years to resolve. Tax liabilities recognised for uncertain tax treatments<br>require management to make key judgements with respect to the outcome of current and potential future tax audits, and actual results could<br>vary from these estimates. Management does not believe a significant risk exists of material change to uncertain tax positions in the next<br>12 months.<br>The total net tax liability recognised in the Group Financial Statements in respect of uncertain tax positions is $1,104m (2024: $1,321m). The net<br>tax liability consists of $1,126m (2024: $1,157m) included within income tax payable, $1,628m (2024: $1,304m) included within deferred tax<br>asset, partially offset by $205m (2024: $122m) included within deferred tax liabilities, and $1,445m (2024: $1,018m) included within income<br>tax receivable.<br>Transfer pricing<br>The net tax liability included in the Group Financial Statements in relation to management’s current assessment of tax risks in relation to worldwide<br>transfer pricing exposures is $120m (2024: $384m). The decrease in the net tax liability for uncertain tax positions relating to transfer pricing<br>of $264m compared with 2024 is mainly as a result of a decrease of tax liabilities arising from updates to estimates of prior period tax liabilities<br>following progression of tax authority reviews.<br>The liability includes uncertain tax treatments which are estimated using the expected value method and depend on AstraZeneca’s assessment<br>of the likelihood of the approach taken by the tax authorities. These matters can be complex and judgemental and could change in the future,<br>as discussed above.<br>For transfer pricing matters, including items under tax audit, AstraZeneca estimates the potential for additional tax liabilities above the<br>amount provided where the possibility of the additional liabilities falling due is more than remote, to be up to $79m (2024: $422m) including<br>associated interest.<br>Management continues to believe that AstraZeneca’s positions on all its transfer pricing positions, audits and disputes are robust, and that<br>AstraZeneca has recognised appropriate tax balances, including consideration of whether corresponding relief will be available under Mutual<br>Agreement procedures or unilaterally.<br>Other uncertain tax treatments<br>Included in the net tax liability is $984m (2024: $937m) relating to a number of other uncertain tax treatments. The increase of $47m in the net<br>tax liability relating to the other uncertain tax treatments mainly relates to an update to tax liabilities following progress of reviews by tax authorities<br>which are offset by movements relating to uncertainty over the timing of tax deductions. This uncertainty includes movements between income<br>taxes receivable of $1,391m (2024: $742m), and deferred tax liabilities of $234m (2024: $133m) offset by related deferred tax assets of $1,611m<br>(2024: $929m) and income taxes payable of $496m (2024: $269m). The liability includes tax liabilities in respect of uncertain tax treatments<br>which are estimated using the most likely amount method and the expected value method and depend on AstraZeneca’s assessment of the<br>likelihood of the approach taken by the tax authorities.<br>AstraZeneca estimates the potential for additional liabilities due to other uncertain tax treatments above the amount provided where the possibility<br>of the additional liabilities falling due is more than remote, to be up to $127m (2024: $214m) including associated interest. AstraZeneca does<br>not believe there are any significant other uncertain tax treatments where the possibility of the additional liabilities falling due is more than<br>remote (2024: $nil). Management believes that it is unlikely that these additional liabilities will arise.<br>Timing of cash flows and interest<br>The Group is currently under audit in several countries and the timing of any resolution of these audits is uncertain.<br>It is possible that tax payments may be required in relation to a number of disputes which may be resolved over the next one to two years.<br>AstraZeneca considers the tax liabilities set out above to appropriately reflect the expected value of any final settlement. Some of the items<br>discussed above are not currently within the scope of tax authority audits and may take longer to resolve.<br>Included within other payables is a net amount of interest arising on tax contingencies of $126m (2024: $164m).<br>30 Commitments, contingent liabilities and contingent assets continued<br>AstraZeneca Annual Report & Form 20-F Information 2025 190<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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31 Statutory and other information 2025 2024 2023<br>$m $m $m<br>Fees payable to PricewaterhouseCoopers LLP and its associates:<br>Group audit fee 12.5 10.6 10.2<br>Fees payable to PricewaterhouseCoopers LLP and its associates for other services:<br>The audit of subsidiaries pursuant to legislation 15.8 14.8 15.0<br>Attestation under s404 of Sarbanes-Oxley Act 2002 3.7 3.5 3.3<br>Audit-related assurance services 1.3 2.2 1.1<br>Other assurance services 0.2 0.3 0.2<br>Fees payable to PricewaterhouseCoopers Associates in respect of the Group’s pension schemes:<br>The audit of subsidiaries’ pension schemes 0.3 0.4 0.3<br> 33.8 31.8 30.1<br>Fees payable in the year of $0.8m (2024: $0.2m) are in respect of the Group audit and audit of subsidiaries related to prior years.<br>Sustainability assurance<br>KPMG were appointed the Group’s sustainability assurance provider for the year ended 31 December 2025, with $2.8m fees payable for the<br>service. Fees of $0.5m for the audit of subsidiaries and $0.1m for other assurance services were also payable to KPMG and its associates in<br>the year.<br>Related party transactions<br>The Group had no material related party transactions which might reasonably be expected to influence decisions made by the users of these<br>Financial Statements.<br>Key management personnel compensation<br>Key management personnel are defined for the purpose of disclosure under IAS 24 ‘Related Party Disclosures’ as the members of the Board<br>and the members of the SET.<br>2025 2024 2023<br>$’000 $’000 $’000<br>Short-term employee benefits 39,483 40,893 38,636<br>Post-employment benefits 995 1,045 1,354<br>Share-based payments 58,915 49,121 58,242<br> 99,393 91,059 98,232<br>Total remuneration is included within employee costs (see Note 29).<br>32 Subsequent events<br>There were no material subsequent events.<br>AstraZeneca Annual Report & Form 20-F Information 2025 191<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Group Financial Statements
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Group Subsidiaries and Holdings<br>In accordance with section 409 of the Companies Act 2006, a full list of subsidiaries, partnerships, associates, joint ventures and joint<br>arrangements, the place of incorporation, registered office address, and the effective percentage of equity owned as at 31 December 2025 are<br>disclosed below. Unless otherwise stated, the share capital disclosed comprises ordinary shares which are indirectly held by AstraZeneca PLC.<br>Unless otherwise stated, the accounting year ends of subsidiaries are 31 December. The Group Financial Statements consolidate the Financial<br>Statements of the Company and its subsidiaries at 31 December 2025.<br>Wholly owned subsidiaries<br>Algeria<br>AAPM SARL 100%<br>20, Zone Macro-Economique, Hydra,<br>Dar El Medina, Algiers, Algeria<br>Argentina<br>AstraZeneca S.A. 100%<br>Olga Cossettini 363, 3° floor,<br>Buenos Aires, Argentina<br>Alexion Pharma Argentina SRL 100%<br>Avenida Leandro N. Alem 592 Piso 6,<br>Buenos Aires, Argentina<br>Australia<br>AstraZeneca Holdings Pty Limited 100%<br>AstraZeneca Pty Limited 100%<br>Alexion Pharmaceuticals Australasia Pty Ltd 100%<br>66 Talavera Road, Macquarie Park,<br>NSW 2113, Australia<br>LogicBio Australia Pty Limited 100%<br>Level 40, 2-26 Park Street, Sydney,<br>NSW 2000, Australia<br>Austria<br>AstraZeneca Österreich GmbH 100%<br>Alexion Pharma Austria GmbH 100%<br>Rechte Wienzeile 223, 1120 Wien, Austria<br>Belgium<br>AstraZeneca S.A. / N.V. 100%<br>Alfons Gossetlaan 40, bus 201,<br>1702 Groot-Bijgaarden, Belgium<br>Alexion Pharma Belgium Sprl 100%<br>Alexion Services Europe Sprl 100%<br>Rue des Deux Eglises 29-33,<br>1000 Brussels, Belgium<br>EsoBiotec SA1 100%<br>Rue André Dumont 5,<br>1435 Mont-Saint-Guibert, Belgium<br>Bermuda<br>Alexion Bermuda Holding ULC 100%<br>Alexion Bermuda Limited 100%<br>Alexion Bermuda Partners LP 100%<br>Victoria Place, 5th Floor, 31 Victoria Street,<br>Hamilton, HM 10, Bermuda<br>Brazil<br>AstraZeneca do Brasil Limitada 100%<br>Rod. Raposo Tavares, KM 26, 9, Cotia, Brazil<br>Alexion Farmacêutica América Latina<br>Serviços de Administração de Vendas Ltda.<br> 100%<br>Alexion Serviços e Farmacêutica<br>do Brasil Ltda.<br> 100%<br>Av. Dr Chucri Zaidan, 1240, 15° andar,<br>CEP 04711-130, Ed. Morumbi Corporate –<br>Golden Tower Vila São Francisco,<br>São Paulo, Brazil<br>British Virgin Islands<br>Gracell Biotechnologies Holdings Limited 100%<br>Office of Sertus Incorporations (BVI) Limited,<br>Sertus Chambers, P.O. Box 905,<br>Quastisky Building, Road Town,<br>Tortola, British Virgin Islands<br>Bulgaria<br>AstraZeneca Bulgaria EOOD 100%<br>51 Cherni Vrah Bld., Business Garden Office X,<br>floor 10, Lozenets district, 1407 Sofia, Bulgaria<br>Canada<br>AstraZeneca Canada Inc. 100%<br>Evinova Canada Inc. 100%<br>Suite 5000, 1004 Middlegate Road,<br>Mississauga, ON, L4Y 1M4, Canada<br>Alexion Pharma Canada Corp. 100%<br>Suite 1300, 1969 Upper Water Street, Halifax,<br>NS, B3J 3R7, Canada<br>Fusion Pharmaceuticals Inc. 100%<br>270 Longwood Road South, Hamilton,<br>ON, L8P 0A6, Canada<br>Cayman Islands<br>AZ Reinsurance Limited 100%<br>18 Forum Lane, 2nd Floor, Camana Bay,<br>Grand Cayman, P.O. Box 69, Cayman Islands<br>Gracell Biotechnologies Inc. 100%<br>P.O. Box 309, Ugland House, Grand Cayman,<br>KY1-1104, Cayman Islands<br>Chile<br>AstraZeneca S.A. 100%<br>AstraZeneca Farmaceutica Chile Limitada 100%<br>Av. Isidora Goyenechea 3477, 2nd Floor,<br>Las Condes, Santiago, Chile<br>China<br>Alexion Pharmaceuticals (Shanghai)<br>Company Limited (in liquidation)<br> 100%<br>Room 1703, Level 17, No. 88 Xizang North<br>Road, Jing’an District, Shanghai, China<br>AstraZeneca Global R&D (Beijing) Co., Ltd 100%<br>Room 1101, Floor 11, Building No. 4,<br>No. 8 Courtyard, No. 1 Kegu Street, Beijing<br>Economic-Technological Development Area,<br>Beijing, China<br>AstraZeneca Global R&D (China) Co., Ltd. 100%<br>16F, 88 Xizang North Road, Jing’an District,<br>Shanghai, China<br>AstraZeneca Investment (China) Co., Ltd. 100%<br>199 Liangjing Road, Pilot Free Trade Zone,<br>Shanghai, China<br>AstraZeneca Investment Consulting<br>(Wuxi) Co., Ltd.<br> 100%<br>Room 808, 8F, Building 99-2 Linghu Avenue,<br>Xinwu District, Wuxi, Jiangsu, China<br>AstraZeneca Pharmaceutical Co., Ltd. 100%<br>No. 2, Huangshan Road, Wuxi,<br>Jiangsu Province, China<br>AstraZeneca Pharmaceutical<br>(Beijing) Co., Ltd.<br> 100%<br>1F, Building No. 4, No. 8 Courtyard,<br>No. 1 Kegu Street, Beijing Economic-Technological Development Area,<br>Beijing, China<br>AstraZeneca Pharmaceutical<br>(Chengdu) Co., Ltd.<br> 100%<br>10th Floor, Building 11 (Building E11), No. 366,<br>Hemin Street, Chengdu High-tech Zone,<br>China (Sichuan) Pilot Free Trade Zone, China<br>AstraZeneca Pharmaceutical<br>(Guangzhou) Co., Ltd.<br> 100%<br>Room 406-178, No. 1, Yichuang Street,<br>(China‑Singapore Guangzhou Knowledge City)<br>Huangpu District, Guangzhou City, China<br>AstraZeneca Pharmaceutical<br>(Hangzhou) Co., Ltd.<br> 100%<br>12F & 14F, Building 1, Shuli Plaza,<br>758 Fei Jia Tang Road, Gongshu District,<br>Hangzhou, Zhejiang Province, China<br>AstraZeneca Pharmaceutical<br>Manufacturing (Qingdao) Co., Ltd.<br> 100%<br>AstraZeneca Pharmaceutical<br>(Qingdao) Co., Ltd.<br> 100%<br>Floor 8, Building 2,<br>82 Juxianqiao Road, High-tech Zone,<br>Qingdao, Shandong Province, China<br>AstraZeneca Pharmaceutical<br>(Shanghai) Co., Ltd.<br> 100%<br>B1F, 8F & 9F, 88 Xizang North Road,<br>Jing’an District, Shanghai, China<br>AstraZeneca Pharmaceuticals<br>(China) Co., Ltd.<br> 100%<br>88 Yaocheng Avenue,<br>Jiangsu Province, Taizhou, China<br>AstraZeneca Rare Disease R&D<br>(Beijing) Co., Ltd<br> 100%<br>Room 1102, Floor 11, Building No. 4,<br>No. 8 Courtyard, No. 1 Kegu Street,<br>Beijing Economic-Technological<br>Development Area, Beijing, China<br>AstraZeneca (Wuxi) Trading Co., Ltd. 100%<br>Building E (Building No. 5), Huirong<br>Commercial Plaza, East Jinghui Road,<br>Xinwu District, Wuxi, China<br>Beijing Falikang Pharmaceutical Co., Ltd. 100%<br>Room 113, Floor 1, Unit 1, Building No. 6, No.<br>88 Kechuang 6th Street, Beijing Economic-Technological Development Area,<br>Beijing, China<br>FibroGen (China) Medical Technology<br>Development Co., Ltd<br> 100%<br>Building A2, No. 88 Kechuang 6th Street,<br>Beijing Economic-Technological Development<br>Area, Beijing, China<br>Gracell Biomedicine (Shanghai) Co., Ltd.2 100%<br>12th Floor, Building 1, No. 926, Yishan Road,<br>Xuhui District, Shanghai 200233, China<br>At 31 December 2025 Group Interest At 31 December 2025 Group Interest At 31 December 2025 Group Interest<br>AstraZeneca Annual Report & Form 20-F Information 2025 192<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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Shanghai Evinova Medical<br>Technology Co., Ltd.2<br> 100%<br>Building C, No. 888, Huanhu 2nd Road West,<br>Lingang New District, Shanghai,<br>Pilot Free Trade Zone, China<br>Gracell Bioscience (Shanghai) Co., Ltd. 100%<br>1st-4th Floor, Building 1, No. 418 Guilin Road,<br>Xuhui District, Shanghai 200233, China<br>Suzhou Gracell Bioscience Co., Ltd. 100%<br>Unit E547, 5th Floor, Lecheng Plaza, Phase II,<br>Biobay Industrial Park, 218 Sangtian Street,<br>Suzhou Industrial Park, Suzhou Area,<br>Jiangsu, Pilot Free Trade Zone 215123, China<br>Colombia<br>AstraZeneca Colombia S.A.S. 100%<br>Av Carrera 9 No. 101-67 Office 601,<br>Bogotá, 110231, Colombia<br>Costa Rica<br>AstraZeneca CAMCAR Costa Rica, S.A. 100%<br>San José, Escazú, Roble Corporate Center,<br>5to piso, Costa Rica<br>Croatia<br>AstraZeneca d.o.o. 100%<br>Ulica Vjekoslava Heinzela 70,<br>10 000 Zagreb, Croatia<br>Czech Republic<br>AstraZeneca Czech Republic, s.r.o. 100%<br>Alexion Pharma Czech s.r.o. 100%<br>U Trezorky 921/2, 158 00 Prague 5,<br>Czech Republic<br>Denmark<br>AstraZeneca A/S 100%<br>Johanne Møllers Passage 1, Dk-1799,<br>Copenhagen V, Denmark<br>Egypt<br>AstraZeneca Egypt for Pharmaceutical<br>Industries SAE<br> 100%<br>6th of October City, 6th Industrial Zone,<br>Plot 2, Giza, Egypt<br>AstraZeneca Egypt LLC 100%<br>47 St. 270 New Maadi, Cairo, Egypt<br>Drimex LLC 100%<br>Plot 133, Banks’ District, 5th Settlement,<br>New Cairo, Cairo, Egypt<br>Estonia<br>AstraZeneca Eesti OÜ 100%<br>Harju maakond, Tallinn, Lasnamäe linnaosa,<br>Valukoja tn 8/1, 11415, Estonia<br>Finland<br>AstraZeneca Oy. 100%<br>Keilaranta 18, 02150 Espoo, Finland<br>France<br>Amolyt Pharma SAS1 100%<br>15 Chemin du Saquin, Espace Européen,<br>69130 Écully, France<br>AstraZeneca SAS 100%<br>Tour Carpe Diem-31, Place des Corolles,<br>92400 Courbevoie, France<br>AstraZeneca Reims Production SAS 100%<br>Chemin de Vrilly Parc, Industriel de la Pompelle,<br>51100 Reims, France<br>AstraZeneca Dunkerque Production SCS 100%<br>224 Avenue de la Dordogne,<br>59640 Dunkerque, France<br>Alexion Europe SAS 100%<br>Alexion Pharma France SAS 100%<br>15 Chemin du Saquin, Espace Européen,<br>69130 Écully, France<br>Germany<br>AstraZeneca GmbH 100%<br>AstraZeneca Holding GmbH3 100%<br>Friesenweg 26, 22763, Hamburg, Germany<br>AstraZeneca Computational Pathology GmbH1 100%<br>Alexion Pharma Germany GmbH 100%<br>Landsberger Straße 300, 80687,<br>Munich, Germany<br>Greece<br>AstraZeneca S.A. 100%<br>Agisilaou 6-8 Marousi, Athens, Greece<br>Hong Kong<br>AstraZeneca HK Holdings Company Limited 100%<br>AstraZeneca Hong Kong Limited 100%<br>Unit 1 – 3, 11/F., China Taiping Finance Centre,<br>18 King Wah Road, North Point, Hong Kong<br>FibroGen International (Hong Kong) Limited 100%<br>26th Floor, Three Exchange Square,<br>8 Connaught Place Central, Hong Kong<br>Gracell Biotechnologies (HK) Limited 100%<br>C&F Secretarial Services Limited, Unit 3A,<br>12/F, Kaiser Centre, No. 18 Centre Street,<br>Sai Ying Pun, Hong Kong<br>Hungary<br>AstraZeneca Kft 100%<br>1st floor, 4 building B, Alíz str.,<br>Budapest, 1117, Hungary<br>India<br>AstraZeneca India Private Limited4 100%<br>Block A, Neville Tower, 11th Floor,<br>Ramanujan IT SEZ, Taramani, Chennai,<br>Tamil Nadu, PIN 600113, India<br>Alexion Business Services Private Limited 100%<br>9th Floor, Platina, G Block Plot No. C-59,<br>Bandra-Kurla Complex Bandra (East),<br>Mumbai 400051, India<br>Evinova Health Tech India Private Limited4 100%<br>496/4, II Floor, 10th Cross, Near Bashyam<br>Circle, Sadashivanagar, Bangalore – 560080,<br>Karnataka, India<br>Indonesia<br>P.T. AstraZeneca Indonesia 100%<br>Perkantoran Hijau Arkadia, Tower G, 16th Floor,<br>Unit 02-05, Jl. T.B. Simatupang Kav. 88,<br>Kebagusan, Pasar Minggu, South Jakarta<br>12520, DKI Jakarta, Indonesia<br>Iran<br>AstraZeneca Pars Company 100%<br>Suite 1, 1st Floor No. 39, Alvand Ave.,<br>Argantin Sq., Tehran 1516673114, Iran<br>Ireland<br>AstraZeneca Pharmaceuticals (Ireland)<br>Designated Activity Company<br> 100%<br>4th Floor, South Bank House, Barrow Street,<br>Dublin 4, Republic of Ireland<br>Alexion Pharma Holding Limited 100%<br>Alexion Pharma International<br>Operations Limited<br> 100%<br>Alexion Pharma Development Limited 100%<br>AstraZeneca Ireland Limited 100%<br>College Business & Technology Park,<br>Blanchardstown Road North, Dublin 15,<br>Republic of Ireland<br>Israel<br>AstraZeneca (Israel) Ltd 100%<br>Atirei Yeda 1, Building O-Tech 2, POB 8044,<br>Kfar Saba, 4464301, Israel<br>Alexion Pharma Israel Ltd 100%<br>1 Atirei Yeda Street O-Tech Building No. 2,<br>5th Floor Kfar Saba, 4464301, Israel<br>Italy<br>Simesa SpA 100%<br>AstraZeneca SpA 100%<br>Alexion Pharma Italy Srl 100%<br>Viale Decumano 39, 20157 Milan, Italy<br>Japan<br>AstraZeneca K.K. 100%<br>3-1, Ofuka-cho, Kita-ku, Osaka,<br>530-0011, Japan<br>Alexion Pharma GK 100%<br>Tamachi Station Tower N 3-1-1, Shibaura,<br>Minato-ku Tokyo 108-0023, Japan<br>Kazakhstan<br>AstraZeneca Kazakhstan Limited<br>Liability Partnership<br> 100%<br>Office 101, 77 Kunayev Street,<br>Almaty 050000, Kazakhstan<br>Kenya<br>AstraZeneca Pharmaceuticals Limited 100%<br>L.R. No.1/1327, Avenue 5, 1st Floor,<br>Rose Avenue, Nairobi, Kenya<br>Latvia<br>AstraZeneca Latvija SIA 100%<br>Skanstes iela 50, Riga, LV-1013, Latvia<br>Lithuania<br>AstraZeneca Lietuva UAB 100%<br>Spaudos g., Vilnius, LT-05132, Lithuania<br>Luxembourg<br>AstraZeneca Luxembourg S.A. 100%<br>Rue Nicolas Bové 2A – L-1253, Luxembourg<br>Malaysia<br>AstraZeneca Asia-Pacific Business<br>Services Sdn Bhd<br> 100%<br>12th Floor, Menara Symphony, No. 5 Jalan Prof,<br>Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya,<br>Selangor Darul Ehsan, Malaysia<br>AstraZeneca Sdn Bhd 100%<br>The Bousteador, Level 11 & 12, No. 10, Jalan<br>PJU 7/6, Mutiara Damansara, 47800 Petaling<br>Jaya, Selangor Darul Ehsan, Malaysia<br>At 31 December 2025 Group Interest At 31 December 2025 Group Interest At 31 December 2025 Group Interest<br>AstraZeneca Annual Report & Form 20-F Information 2025 193<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Group Subsidiaries and Holdings
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Group Subsidiaries and Holdings continued<br>Mexico<br>AstraZeneca Health Care Division,<br>S.A. de C.V.<br> 100%<br>AstraZeneca, S.A. de C.V. 100%<br>Av. Periferico Sur 4305 interior 5,<br>Colonia Jardines en la Montaña, Mexico City,<br>Tlalpan Distrito Federal, CP 14210, Mexico<br>Alexion Pharma Mexico S. de R.L. de C.V. 100%<br>Paseo de los Tamarindos 90,<br>Torre 1 piso 6 - A Col., Bosques de la Lomas,<br>CP 05120 D.F, Mexico<br>Morocco<br>AstraZeneca Maroc SARLAU 100%<br>CFC (Casablanca Finance City),<br>Le Continental Business Center, Bâtiment C,<br>7ème étage, Quartier Hay Hassani,<br>Casablanca, Morocco<br>The Netherlands<br>Alexion Holding B.V. 100%<br>Alexion Pharma Foreign Holdings, B.V. 100%<br>Alexion Pharma Netherlands B.V. 100%<br>AstraZeneca B.V. 100%<br>AstraZeneca Continent B.V. 100%<br>AstraZeneca Gamma B.V. 100%<br>AstraZeneca Holdings B.V. 100%<br>AstraZeneca Jota B.V. 100%<br>AstraZeneca Rho B.V. 100%<br>AstraZeneca Sigma B.V. 100%<br>AstraZeneca Treasury B.V. 100%<br>AstraZeneca Zeta B.V. 100%<br>Prinses Beatrixlaan 582, 2595 BM,<br>The Hague, The Netherlands<br>AstraZeneca Nijmegen B.V. 100%<br>Lagelandseweg 78, 6545 CG Nijmegen,<br>The Netherlands<br>Acerta Pharma B.V. 100%<br>Aspire Therapeutics B.V. 100%<br>Kloosterstraat 9, 5349 AB, Oss,<br>The Netherlands<br>Portola Netherlands B.V. (in liquidation) 100%<br>Basisweg 10, 1043 AP, Amsterdam,<br>The Netherlands<br>Neogene Therapeutics B.V. 100%<br>35C Tafelbergweg, 1105 BC, Amsterdam,<br>The Netherlands<br>New Zealand<br>AstraZeneca Limited 100%<br>Pharmacy Retailing (NZ) Limited t/a<br>Healthcare Logistics, 58 Richard Pearse Drive,<br>Mangere, Auckland, 1142, New Zealand<br>Nigeria<br>AstraZeneca Nigeria Limited 100%<br>42 Vibranium Valley, Local Airport Road, Ikeja,<br>Lagos, Nigeria<br>Norway<br>AstraZeneca AS 100%<br>Karvesvingen 7, 0579 Oslo, Norway<br>Pakistan<br>AstraZeneca Pharmaceuticals Pakistan<br>(Private) Limited5<br> 100%<br>Office No 1, 2nd Floor, Sasi Arcade, Block 7,<br>Main Clifton Road, Karachi, Pakistan<br>Panama<br>AstraZeneca CAMCAR, S.A. 100%<br>Bodega #1, Parque Logistico MIT,<br>Carretera Hacia Coco Solo, Colon, Panama<br>Peru<br>AstraZeneca Peru S.A. 100%<br>Calle Las Orquídeas N° 675, Int. 802,<br>Edificio Pacific Tower, San Isidro, Lima, Peru<br>Philippines<br>AstraZeneca Pharmaceuticals (Phils.) Inc. 100%<br>18th Floor, EcoPrime Tower, 32nd Street<br>corner 9th Avenue, Bonifacio Global City,<br>Taguig City, 1634, Philippines<br>Poland<br>AstraZeneca Pharma Poland Sp.z.o.o. 100%<br>Alexion Pharma Poland Sp.z.o.o. 100%<br>Evinova Poland sp. z o.o 100%<br>Postępu 14, 02-676, Warszawa, Poland<br>Portugal<br>Astra Alpha Produtos Farmacêuticos Lda 100%<br>AstraZeneca Produtos Farmacêuticos Lda 100%<br>Novastra Promoção e Comércio<br>Farmacêutico Lda<br> 100%<br>Novastuart Produtos Farmacêuticos Lda 100%<br>Stuart-Produtos Farmacêuticos Lda 100%<br>Zeneca Epsilon –<br>Produtos Farmacêuticos Lda<br> 100%<br>Zenecapharma Produtos Farmacêuticos,<br>Unipessoal Lda<br> 100%<br>Rua Humberto Madeira, No 7, Queluz de Baixo,<br>2730-097, Barcarena, Portugal<br>Puerto Rico<br>IPR Pharmaceuticals, Inc. 100%<br>Road 188, San Isidro Industrial Park,<br>Canóvanas, 00729, Puerto Rico<br>Romania<br>AstraZeneca Pharma S.R.L. 100%<br>Bucharest, 1A Tipografilor Street,<br>MUSE Offices, 2nd and 3rd Floor,<br>District 1, 013714, Romania<br>Russia<br>AstraZeneca Industries OOO LLC 100%<br>81 Vostochniy Lane, Dobrino Village,<br>Borovskiy District, Kaluga Region,<br>249006, Russian Federation<br>AstraZeneca Pharmaceuticals LLC 100%<br>1 Krasnogvardeyskiy Lane 21, Bld.1,<br>Floors 20-30, Moscow, 123112,<br>Russian Federation<br>Alexion Pharma LLC 100%<br>12 Presnenskaya Embankment, Premises 1/36,<br>Moscow, 123112, Russian Federation<br>Saudi Arabia<br>AstraZeneca Continent –<br>Regional Headquarter<br> 100%<br>Al-Nakhlah Tower, Floor 13th Ath Thumamah<br>Road, Al Sahafa District, P.O. Box 42150,<br>Riyadh, Kingdom of Saudi Arabia<br>AstraZeneca Trading Company 100%<br>8125 Prince Sultan, 2086 Ar Rawdah District,<br>23435, Jeddah, Kingdom of Saudi Arabia<br>Singapore<br>AstraZeneca Pharmaceuticals<br>Singapore Pte. Limited<br> 100%<br>AstraZeneca Singapore Pte Ltd 100%<br>10 Kallang Avenue #12-10, Aperia Tower 2,<br>339510, Singapore<br>South Africa<br>AstraZeneca Pharmaceuticals (Pty) Limited 100%<br>17 Georgian Crescent West,<br>Northdowns Office Park,<br>Bryanston, 2191, South Africa<br>South Korea<br>AstraZeneca Korea Co. Ltd 100%<br>21st Floor, Asem Tower, 517, Yeongdong-daero,<br>Gangnam-gu, Seoul 06164, Republic of Korea<br>Alexion Pharma Korea LLC 100%<br>41 FL., 152 Teheran-ro<br>(Yeoksam-dong Gangnam Finance Center),<br>Gangnam-gu, Seoul 06164, Republic of Korea<br>Spain<br>AstraZeneca Farmaceutica Holding Spain SA 100%<br>AstraZeneca Farmaceutica Spain SA 100%<br>Evinova Spain SL 100%<br>Fundación AstraZeneca 100%<br>Laboratorio Beta SA 100%<br>Laboratorio Lailan SA 100%<br>Laboratorio Tau SA 100%<br>Calle del Puerto de Somport, 21-23,<br>Madrid 28050, Spain<br>Alexion Pharma Spain SL 100%<br>Avinguda de Roma, 81, Floor 7,<br>Barcelona 08028, Spain<br>Sweden<br>AstraZeneca AB 100%<br>AstraZeneca Biotech AB 100%<br>AstraZeneca BioVentureHub AB 100%<br>AstraZeneca International<br>Holdings Aktiebolag<br> 100%<br>AstraZeneca Pharmaceuticals Aktiebolag 100%<br>AstraZeneca Södertälje 2 AB 100%<br>SE-151 85 Södertälje, Sweden<br>Evinova AB 100%<br>431, 53 Mölndal, Stockholm,<br>Södertälje, Sweden<br>Alexion Pharma Nordics Holding AB 100%<br>Alexion Pharma Nordics AB 100%<br>Hagaplan 4, 113 68 Stockholm, Sweden<br>At 31 December 2025 Group Interest At 31 December 2025 Group Interest At 31 December 2025 Group Interest<br>AstraZeneca Annual Report & Form 20-F Information 2025 194<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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Switzerland<br>Alexion Pharma GmbH 100%<br>AstraZeneca AG 100%<br>Evinova AG 100%<br>Neuhofstrasse 34, 6340 Baar, Switzerland<br>SixPeaks Bio AG 100%<br>Aeschenvorstadt 36, 4501 Basel, Switzerland<br>Spirogen Sarl (in liquidation) 100%<br>Rue du Grand-Chêne 5,<br>CH-1003 Lausanne, Switzerland<br>Taiwan<br>Alexion Pharma Taiwan Ltd 100%<br>AstraZeneca Taiwan Limited 100%<br>21st Floor, Taipei Metro Building 207,<br>Tun Hwa South Road, SEC 2 Taipei, Taiwan<br>Thailand<br>AstraZeneca (Thailand) Limited 100%<br>Asia Centre 19th floor, 173/20, South Sathorn Rd,<br>Khwaeng Thungmahamek, Khet Sathorn,<br>Bangkok, 10120, Thailand<br>Tunisia<br>AstraZeneca Tunisie SaRL 100%<br>Lot n°1.5.5 les jardins du lac,<br>bloc B les berges du lac Tunis, Tunisia<br>Turkey<br>AstraZeneca İlaç Sanayi ve<br>Ticaret Limited Şirketi<br> 100%<br>Zeneca İlaç Sanayi ve Ticaret Anonim Şirketi<br>(in liquidation)<br> 100%<br>Esentepe Mah. Büyükdere Cad. Levent 199<br>No: 199 İç Kapı No: 93 Şişli, İstanbul, Turkey<br>Alexion İlaç Ticaret Limited Şirketi 100%<br>İçerenköy Mahallesi Umut SK. and Ofis Sit. No:<br>10 12/73 Ataşehir, Istanbul 10-12/73, Turkey<br>Ukraine<br>AstraZeneca Ukraina LLC 100%<br>54 Simi Prakhovykh Street,<br>Kyiv, 01033, Ukraine<br>United Arab Emirates<br>AstraZeneca FZ-LLC 100%<br>Dubai Sciences Park Towers, Tower South,<br>S1706S, Dubai Sciences Park, Dubai,<br>United Arab Emirates<br>United Kingdom<br>Alexion Pharma UK Limited 100%<br>Ardea Biosciences Limited 100%<br>Astra Pharmaceuticals Limited 100%<br>AstraPharm 100%<br>AstraZeneca China UK Limited 100%<br>AstraZeneca Death In Service Trustee Limited 100%<br>AstraZeneca Employee Share Trust Limited 100%<br>AstraZeneca Finance Limited 100%<br>AstraZeneca Intermediate Holdings Limited6 100%<br>AstraZeneca Investments Limited 100%<br>AstraZeneca Japan Limited 100%<br>AstraZeneca Nominees Limited 100%<br>AstraZeneca Quest Limited 100%<br>AstraZeneca Share Trust Limited 100%<br>AstraZeneca Sweden Investments Limited 100%<br>AstraZeneca Treasury Limited 100%<br>AstraZeneca UK Limited 100%<br>AstraZeneca US Investments Limited6 100%<br>AZENCO4 Limited 100%<br>AZENCO6 Limited 100%<br>Cambridge Antibody Technology<br>Group Limited<br> 100%<br>Evinova Limited 100%<br>KuDOS Horsham Limited 100%<br>KuDOS Pharmaceuticals Limited 100%<br>Syntimmune Limited 100%<br>Zenco (No. 8) Limited 100%<br>Zeneca Finance (Netherlands) Company 100%<br>MedImmune Limited 100%<br>1 Francis Crick Avenue,<br>Cambridge Biomedical Campus,<br>Cambridge, CB2 0AA, United Kingdom<br>MedImmune U.K. Limited 100%<br>Plot 6, Renaissance Way,<br>Boulevard Industry Park,<br>Liverpool, L24 9JW, United Kingdom<br>United States<br>Acerta Pharma LLC7 100%<br>121 Oyster Point Boulevard, South San Francisco,<br>CA 94080, United States<br>Alexion Pharmaceuticals, Inc. 100%<br>Achillion Pharmaceuticals Inc. 100%<br>Alexion US1 LLC7 100%<br>Syntimmune LLC7 100%<br>TeneoTwo, Inc. 100%<br>121 Seaport Boulevard Boston,<br>MA 02210, United States<br>AlphaCore Pharma, LLC7, 12 100%<br>333 Parkland Plaza, Suite 5, Ann Arbor,<br>MI 48103, United States<br>Amolyt Pharma Inc. 100%<br>185 Alewife Brook Pkwy, Suite 210,<br>Cambridge, MA 02138, United States<br>Amylin Ohio LLC7 100%<br>Amylin Pharmaceuticals, LLC7 100%<br>Ardea Biosciences, Inc. 100%<br>AstraZeneca Collaboration Ventures, LLC7 100%<br>AstraZeneca Finance and Holdings Inc. 100%<br>AstraZeneca Finance LLC7 100%<br>AstraZeneca Pharmaceuticals LP8 100%<br>Atkemix Nine Inc. 100%<br>Atkemix Ten Inc. 100%<br>AZ Biotech Holdings, Inc. 100%<br>Cincor Pharma Inc. 100%<br>Corpus Christi Holdings Inc. 100%<br>LogicBio Therapeutics, Inc. 100%<br>Omthera Pharmaceuticals, Inc. 100%<br>Optein, Inc. 100%<br>Stauffer Management Company LLC7 100%<br>Zeneca Inc. 100%<br>Zeneca Holdings Inc. 100%<br>Zeneca Wilmington Inc.6 100%<br>1800 Concord Pike, Wilmington,<br>DE 19803, United States<br>AZ-Mont Insurance Company 100%<br>100 Bank Street, Suite 630, Burlington,<br>VT 05401, United States<br>Caelum Biosciences Inc. 100%<br>1200 Florence Columbus Road, Bordentown,<br>NJ 08505, United States<br>Evinova Inc. 100%<br>101 Orchard Ridge Drive, Gaithersburg,<br>MD 20878, United States<br>Fusion Pharmaceuticals US Inc. 100%<br>2 International Place, Suite 2310, Boston,<br>MA 02110, United States<br>Gracell Biopharmaceuticals, Inc. 100%<br>530 Lytton Avenue, 2nd Floor, Palo Alto,<br>CA 94301, United States<br>Icosavax, Inc. 100%<br>1930 Boren Avenue, Suite 1000, Seattle,<br>WA 98101, United States<br>MedImmune, LLC7 100%<br>MedImmune Ventures, Inc. 100%<br>One MedImmune Way, Gaithersburg,<br>MD 20878, United States<br>Modella AI, Inc. 100%<br>72, Winthrop Street, Charlestown,<br>MA 02129, United States<br>Pearl Therapeutics, Inc. 100%<br>200 Cardinal Way, Redwood City,<br>CA 94063, United States<br>Portola Pharmaceuticals LLC7 100%<br>ZS Pharma, Inc. 100%<br>1100 Park Place, Suite 300, San Mateo,<br>CA 94403, United States<br>Uruguay<br>AstraZeneca S.A. 100%<br>Yaguarón 1407 of 1205, 11.100,<br>Montevideo, Uruguay<br>Venezuela<br>AstraZeneca Venezuela S.A. 100%<br>Gotland Pharma S.A. 100%<br>Av. La Castellana, Torre La Castellana,<br>Piso 5, Oficina 5-G, 5-H, 5-I,<br>Urbanización La Castellana, Municipio Chacao,<br>Estado Bolivariano de Miranda, Venezuela<br>Vietnam<br>AstraZeneca Vietnam Company Limited 100%<br>18th Floor, A&B Tower, 76 Le Lai,<br>Ben Thanh Ward, District 1,<br>Ho Chi Minh City, Vietnam<br>At 31 December 2025 Group Interest At 31 December 2025 Group Interest At 31 December 2025 Group Interest<br>AstraZeneca Annual Report & Form 20-F Information 2025 195<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Group Subsidiaries and Holdings
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Group Subsidiaries and Holdings continued<br>Subsidiaries where the effective interest<br>is less than 100%<br>Algeria<br>AstraZeneca Algeria<br>Pharmaceutical Industries SPA<br> 49%<br>N° 20, Micro Zone d’Activité Hydra,<br>Centre des Affaires Dar El Madina, Bloc A,<br>6th Floor, Hydra, Algiers, Algeria<br>India<br>AstraZeneca Pharma India Limited4 75%<br>Block N1, 12th Floor, Manyata Embassy<br>Business Park, Rachenahalli, Outer Ring Road,<br>Bangalore-560 045, India<br>United States<br>VaxNewMo, LLC9, 10 19.66%<br>4447 McPherson Avenue, St. Louis,<br>MO 63108, United States<br>Joint Ventures<br>Hong Kong<br>IHP HK Holdings Limited (in liquidation) 50%<br>Unit 1402, 14th Floor, Henley Building,<br>No. 5 Queen’s Road Central, Hong Kong<br>United States<br>Montrose Chemical Corporation of California 50%<br>Suite 380, 600 Ericksen Ave N/E,<br>Bainbridge Island, WA 98110, United States<br>Significant Holdings<br>China<br>Dizal (Jiangsu) Pharmaceutical Co., Ltd. 23.71%<br>Room 404, 405, 416, Building C,<br>Huirong Business Plaza, 26 Hefeng Road,<br>Xinwu City, Jiangsu 214028, China<br>Wuxi AstraZeneca-CICC Venture Capital<br>Partnership (Limited Partnership)<br> 22.13%<br>Room 808, 8F, Building 99-2 Linghu Avenue,<br>Xinwu District, Wuxi, Jiangsu, China<br>United States<br>C.C. Global Chemicals Company 37.50%<br>P.O. Box 7, MS2901, TX 76101-0007,<br>United States<br>Associated Holdings<br>Cayman Islands<br>Fuse Biosciences (Cayman) Limited10 18.75%<br>Palm Grove Unit 4, 265 Smith Road,<br>George Town, P.O. Box 52A Edgewater Way,<br>#1653, Grand Cayman KY1-9006,<br>Cayman lslands<br>HBM Holdings Limited 8.78%<br>P.O. Box 472, Harbour Place, 2nd Floor,<br>103 South Church Street, George Town,<br>Grand Cayman, KY1-1106, Cayman Islands<br>France<br>Medetia SAS10 10%<br>Institute Imagine, 24 Boulevard du<br>Montparnasse, 75015 Paris, France<br>Cellectis S.A.1 43.85%<br>8, rue de la Croix Jarry, 75013 Paris, France<br>Israel<br>AION Labs Innovation Lab Ltd. 19.23%<br>CombinAble.AI Ltd.10 11.25%<br>ProPhet Bio Ltd.10 11.70%<br>Renasis Bio Ltd.10 11.25%<br>TenAces Biosciences Ltd.10 12.50%<br>4 Oppenheimer Street, Building B,<br>Rehovot, 7670104, Israel<br>Sweden<br>Swedish Orphan Biovitrum AB (publ) 9.72%<br>Norra Stationsgatan 93A, Stockholm, Sweden<br>OnDosis AB 19.80%<br>GoCo House, 5 tr, Gemenskapens gata 9,<br>431 53 Mölndal, Sweden<br>CCRM Nordic AB 19.90%<br>Förändringens Gata 10,<br>431 53 Mölndal, Sweden<br>Sferical AI Holding AB11 20.00%<br>Arsenalsgatan 8C, Box 16066,<br>103 22 Stockholm, Sweden<br>United Kingdom<br>Niox Group plc 15.82%<br>Magdalen Centre, 1 Robert Robinson Ave,<br>Science Park, Oxford, OX4 4GA,<br>United Kingdom<br>United States<br>AbMed Corporation1 18.00%<br>68 Cummings Park Drive, Woburn,<br>MA 01801, United States<br>Amani Therapeutics, Inc.10 15.00%<br>251 Little Falls Drive, Wilmington,<br>DE 19808, United States<br>Pathos AI, Inc10 11.26%<br>600 W Chicago Ave, 510 Chicago,<br>IL 60654, United States<br>Regio Biosciences, Inc.10 19.54%<br>5237 River Road, #361 Bethesda,<br>MD 20816, United States<br>Employee Benefit Trusts<br>The AstraZeneca Employee Benefit Trust<br>AstraZeneca PSP/GRSP EBP<br>for Canadian Employees<br>1 Ownership held in ordinary and preference shares.<br>2 Ownership held by way of capital contribution.<br>3 10% directly held by AstraZeneca PLC.<br>4 Accounting year end is 31 March.<br>5 Accounting year end is 30 June.<br>6 Directly held by AstraZeneca PLC.<br>7 Ownership held as membership interest.<br>8 Ownership held as partnership interest.<br>9 Consolidated due to Zeneca Inc. having an option to acquire.<br>10 Ownership held in preference shares.<br>11 7.14% voting rights and preference shares.<br>12 Liquidated on 09 January 2026.<br>At 31 December 2025 Group Interest At 31 December 2025 Group Interest At 31 December 2025 Group Interest<br>AstraZeneca Annual Report & Form 20-F Information 2025 196<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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Company Balance Sheet<br>at 31 December<br>AstraZeneca PLC 2025 2024<br>Notes $m $m<br>Fixed assets<br>Fixed asset investments 1 60,446 62,019<br> 60,446 62,019<br>Current assets<br>Debtors – other 6 8<br>Debtors – amounts owed by Group undertakings 6,659 5,807<br>Cash and cash equivalents 17 –<br> 6,682 5,815<br>Creditors: Amounts falling due within one year<br>Other payables 2 (203) (202)<br>Income tax payable (36) –<br>Interest-bearing loans and borrowings 3 (1,200) (1,997)<br> (1,439) (2,199)<br>Net current assets 5,243 3,616<br>Total assets less current liabilities 65,689 65,635<br>Creditors: Amounts falling due after more than one year<br>Interest-bearing loans and borrowings 3 (13,801) (14,549)<br>Income tax payable – (36)<br>Other payables 2 (37) (47)<br> (13,838) (14,632)<br>Net assets 51,851 51,003<br>Capital and reserves<br>Called-up share capital 4 388 388<br>Share premium account 35,266 35,226<br>Capital redemption reserve 153 153<br>Other reserves 1,583 1,741<br>Profit and loss account 14,461 13,495<br>Shareholders’ funds 51,851 51,003<br>$m means millions of US dollars.<br>The Company’s profit for the year was $5,812m (2024: $457m).<br>The Company Financial Statements from pages 197 to 203 were approved by the Board and were signed on its behalf by<br>Pascal Soriot Aradhana Sarin<br>Director Director<br>10 February 2026<br>Company’s registered number 02723534<br>AstraZeneca Annual Report & Form 20-F Information 2025 197<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Company Statements
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Company Statement of Changes in Equity<br>for the year ended 31 December<br>Share Capital<br>Share premium redemption Other Profit and Total<br>capital account reserve reserves1 loss account2 equity<br>$m $m $m $m $m $m<br>At 1 January 2024 388 35,188 153 1,779 17,640 55,148<br>Total comprehensive income for the period<br>Profit for the period – – – – 457 457<br>Total comprehensive income for the period – – – – 457 457<br>Transactions with owners, recorded directly in equity<br>Dividends – – – – (4,602) (4,602)<br>Capital reimbursements for share-based payments – – – (38) – (38)<br>Issue of Ordinary Shares – 38 – – – 38<br>Total contributions by and distributions to owners – 38 – (38) (4,602) (4,602)<br>At 31 December 2024 388 35,226 153 1,741 13,495 51,003<br>Total comprehensive income for the period<br>Profit for the period – – – – 5,812 5,812<br>Total comprehensive income for the period – – – – 5,812 5,812<br>Transactions with owners, recorded directly in equity<br>Dividends – – – – (4,846) (4,846)<br>Capital reimbursements for share-based payments – – – (158) – (158)<br>Issue of Ordinary Shares – 40 – – – 40<br>Total contributions by and distributions to owners – 40 – (158) (4,846) (4,964)<br>At 31 December 2025 388 35,266 153 1,583 14,461 51,851<br>1 The Other reserves arose from the cancellation of £1,255m share premium by the Company in 1993 and the redenomination of share capital of $157m in 1999. Included within Other reserves<br>at 31 December 2025 is a debit of $258m (31 December 2024: debit of $100m) in respect of cumulative share-based payment awards, which reduces the Company's ability to make<br>distributions out of its distributable reserves by an equivalent amount.<br>2 At 31 December 2025, all of the Profit and loss account reserve of $14,461m (31 December 2024: the overwhelming majority of $13,495m) was available for distribution, subject to filing<br>these Financial Statements with Companies House. When making a distribution to shareholders, the Directors determine profits available for distribution by reference to guidance on<br>realised and distributable profits under the Companies Act 2006 issued by the Institute of Chartered Accountants in England and Wales and the Institute of Chartered Accountants of<br>Scotland in April 2017. The profits of the Company have been received in the form of receivables due from subsidiaries. The availability of distributable reserves in the Company is<br>dependent on those receivables meeting the definition of qualifying consideration within the guidance, and in particular on the ability of subsidiaries to settle those receivables within<br>a reasonable period of time. The Directors consider that, based on the nature of these receivables and the available cash resources of the Group and other accessible sources of funds,<br>at 31 December 2025 all (31 December 2024: the overwhelming majority) of the Company’s profit and loss reserves were available for distribution.<br>AstraZeneca Annual Report & Form 20-F Information 2025 198<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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Company Accounting Policies<br>Basis of presentation of<br>financial information<br>The Company is a public limited company,<br>limited by shares, incorporated and domiciled<br>in England & Wales. The registered address<br>is 1 Francis Crick Avenue, Cambridge<br>Biomedical Campus, Cambridge, CB2 0AA.<br>These financial statements were prepared<br>in accordance with FRS 101 ‘Reduced<br>Disclosure Framework’.<br>In preparing these financial statements,<br>the Company applied the recognition,<br>measurement and disclosure requirements<br>of International Financial Reporting Standards<br>as adopted by the UK (UK-adopted<br>International Accounting Standards), but<br>made amendments where necessary in<br>order to comply with the Companies Act<br>2006 and to take advantage of FRS 101<br>disclosure exemptions.<br>In these financial statements, the Company<br>has applied the exemptions available under<br>FRS 101 in respect of the following disclosures:<br>• Statement of Cash Flows and related notes<br>• disclosures in respect of transactions<br>with wholly owned subsidiaries<br>• disclosures in respect of<br>capital management<br>• the effects of new but not yet effective IFRSs<br>• disclosures in respect of the compensation<br>of Key Management Personnel.<br>As the Group Financial Statements (presented<br>on pages 125 to 196) include the equivalent<br>disclosures, the Company has also taken<br>the exemptions under FRS 101 available in<br>respect of the following disclosures:<br>• IFRS 2 ‘Share-based Payment’ in respect<br>of Group settled share-based payments<br>• certain disclosures required by IFRS 13<br>‘Fair Value Measurement’ and the<br>disclosures required by IFRS 7 ‘Financial<br>Instruments: Disclosures’.<br>No individual profit and loss account is<br>prepared as provided by section 408 of<br>the Companies Act 2006.<br>Basis of accounting<br>The Company Financial Statements are<br>prepared under the historical cost convention<br>and on a going concern basis, in accordance<br>with the Companies Act 2006.<br>The following paragraphs describe the<br>main accounting policies, which have been<br>applied consistently.<br>Estimates and judgements<br>The preparation of the Company Financial<br>Statements in conformity with generally<br>accepted accounting principles requires<br>management to make estimates and<br>judgements that affect the reported amounts<br>of assets and liabilities at the date of the<br>Financial Statements and the reported<br>amounts of revenues and expenses during<br>the reporting period. Actual results could<br>differ from those estimates. There are no<br>key judgements or significant estimates.<br>Foreign currencies<br>Foreign currency transactions, being<br>transactions denominated in a currency other<br>than the Company’s functional currency, are<br>translated into US dollars at average rates<br>for the relevant monthly accounting periods,<br>which approximate to actual rates.<br>Monetary assets and liabilities arising from<br>foreign currency transactions are retranslated<br>at exchange rates prevailing at the reporting<br>date. Exchange gains and losses on loans and<br>on short-term foreign currency borrowings<br>and deposits are included within Finance<br>expense. Exchange differences on all other<br>foreign currency transactions are recognised<br>in Operating profit.<br>Non-monetary items arising from foreign<br>currency transactions are not retranslated<br>in the Company’s accounting records.<br>Taxation<br>The current tax payable is based on taxable<br>profit for the year. Taxable profit differs<br>from reported profit because taxable profit<br>excludes items that are either never taxable<br>or tax deductible or items that are taxable<br>or tax deductible in a different period. The<br>Company’s current tax assets and liabilities<br>are calculated using tax rates that have<br>been enacted or substantively enacted by<br>the reporting date. Current tax includes the<br>Company’s charge for any Pillar Two<br>income taxes.<br>Deferred tax is provided using the balance<br>sheet liability method, providing for temporary<br>differences between the carrying amounts<br>of assets and liabilities for financial reporting<br>purposes and the amounts used for taxation<br>purposes. Deferred tax liabilities are<br>recognised unless they arise from the initial<br>recognition (other than in a business<br>combination) of assets and liabilities in a<br>transaction that affects neither the taxable<br>profit nor the accounting profit. Deferred tax<br>liabilities are not recognised to the extent they<br>arise from the initial recognition of non-tax<br>deductible goodwill. Deferred tax assets are<br>recognised to the extent that there are future<br>taxable temporary differences or it is probable<br>that future taxable profit will be available<br>against which the asset can be utilised. This<br>requires judgements to be made in respect<br>of the availability of future taxable income.<br>No deferred tax asset or liability is recognised<br>in respect of temporary differences<br>associated with investments in subsidiaries<br>and branches where the Company is able to<br>control the timing of reversal of the temporary<br>differences and it is probable that the<br>temporary differences will not reverse in the<br>foreseeable future.<br>The Company’s deferred tax assets and<br>liabilities are calculated using tax rates that<br>are expected to apply in the period when the<br>liability is settled or the asset realised based<br>on tax rates that have been enacted or<br>substantively enacted by the reporting date.<br>The Company applies the exception to<br>recognising and disclosing information about<br>deferred tax assets and liabilities related to<br>Pillar Two income taxes, as provided in the<br>amendments to IAS 12 ‘Income Taxes’ issued<br>in May 2023.<br>Liabilities for uncertain tax positions require<br>management to make judgements of potential<br>exposures in relation to tax audit issues<br>based upon interpretation of applicable laws<br>and regulations and the expectation of how<br>the tax authority will resolve the matter. Tax<br>benefits are recognised when it is probable<br>the tax positions will be accepted by the tax<br>authorities. When a position is not considered<br>probable of being accepted, management<br>reviews each material tax benefit and reflects<br>the effect of the uncertainty in determining<br>the related taxable result. This is measured<br>using either the most likely amount or the<br>expected value amount depending on which<br>method the entity expects to better predict<br>the resolution of the uncertainty.<br>AstraZeneca Annual Report & Form 20-F Information 2025 199<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Company Accounting Policies
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Company Accounting Policies continued<br>Investments<br>Fixed asset investments, including investments<br>in subsidiaries, are stated at cost and reviewed<br>for impairment if there are indications that<br>the carrying value may not be recoverable.<br>Debtors<br>Amounts owed by Group undertakings are<br>recognised initially at fair value. Subsequent<br>to initial recognition they are measured at<br>amortised cost using the effective interest<br>method, less any impairment losses.<br>The recoverability of these balances has<br>been assessed in accordance with IFRS 9<br>‘Financial Instruments’ and no impairment has<br>been identified. The amounts owed by Group<br>undertakings are considered to have low<br>credit risk, due to timely payment of interest<br>and settlement of principal amounts on<br>agreed due dates, limiting the loss allowance<br>to 12-month expected credit losses.<br>Amounts owed by Group undertakings are<br>written off where there is no reasonable<br>expectation of recovery. Impairment losses<br>are presented as net impairment losses<br>within Operating profit, any subsequent<br>recoveries are credited against the same line.<br>Other payables<br>Liabilities included in Other payables are<br>recognised initially at fair value. Subsequent<br>to initial recognition they are remeasured at<br>either amortised cost using the effective<br>interest method or at fair value using an<br>expected credit loss model.<br>Financial instruments<br>Interest-bearing loans are initially measured<br>at fair value (with direct transaction costs<br>being amortised over the life of the loan) and<br>are subsequently measured at amortised<br>cost using the effective interest method at<br>each reporting date. Changes in carrying<br>value are recognised in profit.<br>Share-based payments<br>The issuance by the Company to employees<br>of its subsidiaries of a grant of awards over<br>the Company’s shares, represents additional<br>capital contributions by the Company to its<br>subsidiaries (or capital reimbursement from<br>those subsidiaries). An additional investment/<br>divestment in subsidiaries results in a<br>corresponding increase/decrease in<br>shareholders’ equity. The additional capital<br>contribution/reimbursement is based on the<br>fair value of the grant issued, allocated over<br>the underlying grant’s vesting period, less the<br>market cost of shares charged to subsidiaries<br>in settlement of such share awards.<br>Litigation<br>Through the normal course of business,<br>the AstraZeneca Group is involved in legal<br>disputes, the settlement of which may<br>involve cost to the Company. A provision is<br>made where an adverse outcome is probable<br>and associated costs, including related legal<br>costs, can be estimated reliably. In other<br>cases, appropriate disclosures are included.<br>AstraZeneca Annual Report & Form 20-F Information 2025 200<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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Notes to the Company Financial Statements<br>1 Fixed asset investments<br>Investments in subsidiaries<br>Shares Loans Total<br>$m $m $m<br>At 1 January 2024 49,059 15,130 64,189<br>Additions during the year 33,745 – 33,745<br>Disposals during the year (33,745) – (33,745)<br>Transfer to Debtors – amounts owed by Group undertakings – (1,997) (1,997)<br>Capital reimbursement (54) – (54)<br>Exchange – (156) (156)<br>Amortisation – 11 11<br>Other movements 26 – 26<br>At 31 December 2024 49,031 12,988 62,019<br>Return of capital from subsidiaries (500) – (500)<br>Transfer to Debtors – amounts owed by Group undertakings – (1,199) (1,199)<br>Capital reimbursement (207) – (207)<br>Exchange – 335 335<br>Amortisation – 8 8<br>Other movements (10) – (10)<br>At 31 December 2025 48,314 12,132 60,446<br>Loans to subsidiaries consists of bonds which are issued externally and are issued back to Group undertakings with comparable terms on interest<br>rates and are repayable on maturity, details of which are disclosed in Note 3. The recoverability of these inter-company loans has been assessed<br>in accordance with IFRS 9 ‘Financial Instruments’ with no impairment identified. The inter-company balances are considered to have low credit<br>risk due to timely payment of interest and settlement of principal amount on agreed due dates, limiting the loss allowance to 12-month expected<br>credit losses. In 2025, there have been no credit losses (2024: $nil).<br>Return of capital from subsidiaries relates to an income dividend received, which has been accounted for as return of capital due to a potential<br>future simplification of the organisational structure.<br>The other movements comprise a reduction of $10m representing revaluation of carrying value of guarantees provided by the Company to its<br>subsidiary as explained in Notes 2 and 3.<br>2 Other payables 2025 2024<br>$m $m<br>Amounts falling due within one year<br>Other creditors 200 199<br>Deferred income 3 3<br> 203 202<br>Amounts falling due after more than one year<br>Other creditors 37 47<br>Other creditors due after more than one year comprise an amount representing the carrying value of the guarantees provided by the Company<br>to its subsidiary for the bonds issued externally as explained in Note 3. As at 31 December 2025, the carrying value of the guarantees was $37m<br>(2024: $47m).<br>AstraZeneca Annual Report & Form 20-F Information 2025 201<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Company Financial Statements
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Notes to the Company Financial Statements continued<br>3 Loans and borrowings<br>Repayment 2025 2024<br>dates $m $m<br>Amounts due within one year<br>Interest-bearing loans and borrowings (unsecured)<br>3.375% Callable bond US dollars 2025 – 1,997<br>0.7% Callable bond US dollars 2026 1,200 –<br>Total amounts due within one year 1,200 1,997<br>Amounts due after more than one year<br>Interest-bearing loans and borrowings (unsecured)<br>0.7% Callable bond US dollars 2026 – 1,198<br>3.625% Callable bond euros 2027 880 780<br>3.125% Callable bond US dollars 2027 749 748<br>1.25% Callable bond euros 2028 936 829<br>4% Callable bond US dollars 2029 997 996<br>0.375% Callable bond euros 2029 936 829<br>1.375% Callable bond US dollars 2030 1,295 1,295<br>5.75% Non-callable bond pounds sterling 2031 469 438<br>3.75% Callable bond euros 2032 878 778<br>6.45% Callable bond US dollars 2037 2,728 2,727<br>4% Callable bond US dollars 2042 989 989<br>4.375% Callable bond US dollars 2045 982 982<br>4.375% Callable bond US dollars 2048 738 738<br>2.125% Callable bond US dollars 2050 488 487<br>3% Callable bond US dollars 2051 736 735<br>Total amounts due after more than one year 13,801 14,549<br>Total loans and borrowings 15,001 16,546<br>2025 2024<br>$m $m<br>Loans and borrowings are repayable:<br>After five years from balance sheet date 8,008 9,169<br>From two to five years 4,164 4,182<br>From one to two years 1,629 1,198<br>Within one year 1,200 1,997<br>Total unsecured 15,001 16,546<br>All borrowings are issued with fixed interest rates.<br>In addition, the Company acts as guarantor for bonds issued by its wholly-owned subsidiary, AstraZeneca Finance LLC. AstraZeneca Finance LLC<br>is the issuer of $1,250m 1.200% Notes due 2026, $1,250m 4.800% Notes due 2027, $1,100m 4.875% Notes due 2028, $1,250m 1.750% Notes<br>due 2028, $1,250m 4.850% Notes due 2029, $650m 4.900% Notes due 2030, €650m 3.121% Notes due 2030, $1,000m 4.900% Notes due<br>2031, $750m 2.250% Notes due 2031, $500m 4.875% Notes due 2033, €750m 3.278% Notes due 2033 and $1,500m 5.000% Notes due 2034<br>(the ‘AstraZeneca Finance Notes’). Each series of AstraZeneca Finance Notes has been fully and unconditionally guaranteed by the Company.<br>Each of the guarantees by AstraZeneca PLC is full and unconditional and joint and several.<br>The guarantee by AstraZeneca PLC of the AstraZeneca Finance Notes is the senior unsecured obligation of AstraZeneca PLC and ranks equally<br>with all of AstraZeneca PLC’s existing and future senior unsecured and unsubordinated indebtedness. Each guarantee by AstraZeneca PLC is<br>effectively subordinated to any secured indebtedness of AstraZeneca PLC to the extent of the value of the assets securing such indebtedness.<br>The AstraZeneca Finance Notes are structurally subordinated to indebtedness and other liabilities of the subsidiaries of AstraZeneca PLC, none<br>of which guarantee the AstraZeneca Finance Notes.<br>4 Called-up share capital<br>Details of share capital movements in the year are included in Note 24 to the Group Financial Statements.<br>AstraZeneca Annual Report & Form 20-F Information 2025 202<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements
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5 Contingent liabilities<br>Securities Litigation Considered to be a contingent liability<br>US • In December 2024, a putative securities class action lawsuit was filed in the US District Court for the Central District of<br>California against AstraZeneca PLC and certain officers, on behalf of purchasers of AstraZeneca publicly traded securities<br>between February 2022 and December 2024.<br>• The case was subsequently transferred to the US District Court for the Southern District of New York.<br>University of Sheffield<br>Contract Dispute<br>Considered to be a contingent liability<br>UK • In June 2024, AstraZeneca was served with a lawsuit filed by the University of Sheffield (Sheffield). In its complaint,<br>Sheffield alleges that AstraZeneca made misrepresentations to induce Sheffield to amend a patent licence agreement<br>relating to Lynparza.<br>• Trial has been scheduled to begin in June 2026.<br>6 Statutory and other information<br>The Directors of the Company were paid by another Group company in 2025 and 2024.<br>7 Subsequent events<br>There were no material subsequent events.<br>AstraZeneca Annual Report & Form 20-F Information 2025 203<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Financial Statements	Notes to the Company Financial Statements
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Sustainability<br> Statement<br>Contents<br>General disclosures 205<br>Topical disclosures 211<br>Environmental disclosures 211<br>Social disclosures 217<br>Governance disclosures 219<br>Independent Sustainability<br>Assurance Report 220<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Sustainability Statement AstraZeneca Annual Report & Form 20-F Information 2025 204
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Basis for preparation<br>UK statutory sustainability reporting<br>Non-Financial and Sustainability<br>Information Statement and the Task Force<br>on Climate-related Financial Disclosures<br>(TCFD) recommended disclosures<br>The areas listed below include references<br>to our relevant policies, due diligence<br>processes and information on how we<br>are performing against various measures.<br>Information on the key non-financial<br>performance indicators relevant to our<br>business is presented alongside the<br>material sustainability matters.<br>• Business model, pages 8 and 9<br>• Environmental matters, pages 42 to 45,<br>and 211 to 214<br>• Climate-related disclosures, pages 42<br>to 44, and 211 to 214<br>• Employees, pages 39, 217 and 218<br>• Social matters, pages 30, 31, 39, 41, 217<br>and 218<br>• Human rights, pages 39, 206, 207 and 217<br>• Anti-corruption and anti-bribery<br>matters, pages 34 and 219<br>• Principal Risks, pages 48 to 49.<br>We have made disclosures within the<br>Annual Report consistent with the four<br>recommendations of the TCFD, the 11<br>recommended disclosures and all sector<br>guidance, and in compliance with the<br>requirements of UK Listing Rule 6.6.6(8)<br>of the UK Financial Conduct Authority.<br>The table on page 208 sets out the required<br>climate-related disclosures from ESRS E1<br>Climate Change, the TCFD framework and<br>UK Companies Act 2006, section 414CB,<br>and shows where further information<br>can be found.<br>Sustainability reporting in accordance<br>with European Sustainability Reporting<br>Standards (ESRS)<br>The Group’s sustainability disclosures<br>have been prepared on a consolidated basis.<br>The scope of consolidation is consistent with<br>the scope of the Consolidated Financial<br>Statements. For the Group’s accounting<br>policies, Basis of accounting and preparation<br>of financial information, see page 129.<br>The Group’s sustainability disclosures<br>address material impacts, risks and<br>opportunities (IROs) across its value chain,<br>including the Group’s own operations.<br>The Group’s sustainability disclosures have<br>been prepared in accordance with the ESRS<br>as required by the Swedish Annual Accounts<br>Act Sections 12-12f. Data points in the ESRS<br>are disclosed to the extent information<br>is material.<br>The time horizons used for the Group’s<br>sustainability disclosures are: short term as<br>up to one year, medium term as one to three<br>years and long term as more than three<br>years. This is consistent with the Group’s<br>financial planning and risk management.<br>Metrics, including when upstream and<br>downstream value chain data is included,<br>are described in the individual metric<br>methodologies. Metrics which have a high<br>level of measurement uncertainty are:<br>• Scope 3 GHG emissions estimate based<br>on expenses – see page 213<br>• Average level of patient adherence<br>assumption used in number of patients<br>treated estimate – see page 218.<br>Any forward-looking information included<br>in this Statement, including assumptions<br>and conclusions of the double materiality<br>assessment, is subject to the Cautionary<br>statement regarding forward-looking<br>statements on page 228.<br>Incorporation by reference<br>For ESRS disclosures incorporated by<br>reference to other sections of the Annual<br>Report, see the table Cross-references<br>to other parts of the Annual Report on<br>pages 208 to 210.<br>Use of phase-in provisions in accordance<br>with Appendix C of ESRS 1<br>We have used the phase-in provisions as<br>described in the Delegated Regulation (EU)<br>2025/1416 for disclosures relating to E4<br>Biodiversity and ecosystems, and S4<br>Consumers and end-users. We have also<br>opted to use the phase-in provisions listed in<br>ESRS 1 Appendix C applicable to AstraZeneca.<br>Governance<br>Statement on due diligence<br>At AstraZeneca, sustainability due diligence<br>is embedded across our Code of Ethics and<br>supporting standard and core business<br>processes, ensuring that sustainability IROs<br>are identified, assessed, and addressed<br>throughout decision making and execution.<br>Sustainability matters are considered as part<br>of the Group’s Enterprise Risk Management<br>process and in the due diligence processes<br>of larger acquisitions.<br>Risk management and internal controls<br>over sustainability reporting<br>We have continued our work this year<br>to design and implement a robust controls<br>framework which aims to ensure that risks<br>to accurate sustainability reporting are<br>appropriately mitigated. Our approach<br>is to align controls to key aspects of the<br>sustainability reporting process, including<br>the scope of reporting, data collection and<br>review, and the preparation and review of<br>sustainability disclosures contained in the<br>Annual Report.<br>We continue to evaluate our processes and<br>adapt the control environment where needed.<br>To ensure that the control environment<br>remains appropriate, we assess where<br>sustainability reporting could be misstated<br>based on the materiality of disclosures, the<br>complexity of processes, the nature of the<br>data being collected and the probability<br>of errors, omissions or fraud, and adjust<br>the control environment where required.<br>Our governance mechanisms for sustainability<br>reporting are similar to the existing governance<br>over financial reporting and cover our<br>continued process to implement and monitor<br>controls. Any findings are reported to the<br>Audit Committee.<br>Core elements of environmental and social due diligence<br>Due diligence element Page references<br>a Embedding due diligence in governance, strategy and business model Pages 206 to 207, 208 to 210 (GOV-2, GOV-3, SBM-3)<br>b Engaging with affected stakeholders Pages 206 to 207, 208 to 210 (GOV-2, SBM-2, S1-2, S1-3, BP-2 Patient<br>safety and product quality), 211<br>c Identifying and assessing negative impacts on people<br>and the environment<br>Pages 206 to 207, 208 to 210 (SBM-3, G1-1)<br>d Taking action to address negative impact Pages 208 to 210 (E2-2, S1-4, E1-3, MDR-A, BP-2 17d)<br>e Tracking effectiveness of these efforts Pages 208 to 210 (MDR-M, MDR-T, BP-2 17b and 17e, G1-4, E1-6, E1-4),<br>211 to 213, 217 to 218, 219<br> Data points derived from other EU legislation: SFDR.<br>AstraZeneca Annual Report & Form 20-F Information 2025 205<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Sustainability Statement<br>General disclosures
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Raw materials and supply chain<br>Sourcing and supplying raw materials<br>and manufacturing medicinal products<br> AstraZeneca's own operations<br>R&D, manufacturing and marketing<br>of our medicines<br> Downstream distribution<br>Distribution of our medicines to patients<br> Patients<br>Use of our medicines by patients<br>Disposal<br>Disposal of waste products and packaging<br>by AstraZeneca and patients<br>Summarised IRO<br>Type<br>of IRO<br>Time<br>horizon Applicable ESRS<br>Viability<br>scenario<br>Further details on the IRO can<br>be found in the Business Review<br>Raw materials<br>and supply<br>chain<br>Own<br>operations Distribution Patients Disposal<br>Financial and reputational risks<br>due to climate credentials<br>E1 Climate change 4 Transition plan for climate<br>change, page 42.<br>Potential impacts on patients<br>due to climate disasters<br>Climate change adaptation,<br>page 44.<br>Patient discharge of<br>persistent pharmaceuticals<br>E2 Pollution Pharmaceuticals in the<br>environment, page 45.<br>Regulatory risks due<br>to PFAS restrictions<br>PFAS restrictions, page 45.<br>Opportunities from the creation<br>of new medicines<br>S4 Consumers and<br>end-users and S1<br>Own workforce<br>3 Sustainable innovation, page 30,<br>and Developing skills and<br>capabilities, page 39.<br>Financial and compliance risks<br>related to ethical violations<br>G1 Business<br>conduct and S1<br>Own workforce<br>Developing skills and capabilities,<br>page 39, and Business conduct,<br>pages 34 and 35. Financial risk due to<br>irresponsible marketing<br>Cybersecurity incidents<br>affecting product delivery<br>and patients’ health<br>G1 Business<br>conduct<br>Cybersecurity and data privacy,<br>page 36.<br>Financial and reputational<br>risks related to disruption to<br>IT systems, including<br>cybersecurity breaches<br>G1 Business<br>conduct and S1<br>Own workforce<br>5 Cybersecurity and data privacy,<br>page 36, and Developing skills<br>and capabilities, page 39.<br>Reputational risks related<br>to data privacy and data<br>management<br>Potential data privacy<br>incidents affecting<br>stakeholders’ privacy rights<br>G1 Business<br>conduct<br>Cybersecurity and data privacy,<br>page 36.<br>Key: Risk Transitional risk Potential negative impact Opportunity<br> Short: up to one year Medium: one to three years Long: more than three years<br>Additional material IROs were also identified across the ESRS in scope of Delegated Regulation (EU) 2025/1416. The interaction between<br>the material topics, our strategy and business model are outlined in the topical disclosures, see page references in the table on page 207.<br>Material impacts, risks and opportunities<br>Location in the value chain<br> For more information on the<br>Viability Statement, see<br>page 46.<br>Impact, risk and opportunity<br>management<br>In 2024, we performed a double materiality<br>assessment in compliance with the ESRS.<br>The assessment considered both the Group’s<br>impacts on people and the environment<br>as well as sustainability-related risks and<br>opportunities to the Group’s prospects.<br>We have identified and assessed IROs<br>consistent with our functional activities<br>which take place (and are managed)<br>globally on a highly integrated basis.<br>The Group’s impacts on people and the<br>environment were identified through<br>research using sources such as sector<br>guidance and benchmarking, as well<br>as understanding the interests and views<br>of stakeholders through dialogue. The<br>identification of water and pollution-related<br>impacts was informed by the geography<br>of the Group’s sites, suppliers and our<br>commercial footprint.<br>Findings from our due diligence processes<br>were used to inform scoring of negative and<br>positive IROs. Our due diligence processes<br>include monitoring the compliance of our<br>suppliers with our Code of Conduct for<br>Third Parties, through our third-party risk<br>management (3PRM) system. Before and<br>after we contract with third parties, we assess<br>whether their reputation and actions align<br>with our expectations and address concerns.<br>AstraZeneca Annual Report & Form 20-F Information 2025 206<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Sustainability Statement<br>General disclosures continued
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Once contracted, we undertake supplier<br>site audits of selected suppliers, using the<br>Pharmaceutical Supply Chain Initiative<br>(PSCI) Audit processes and documentation.<br>Collectively, these processes assess topics<br>such as human and labour rights, safety,<br>health and environment, anti-bribery and<br>anti-corruption, data privacy and IT security,<br>suppliers’ management systems,<br>employment principles, as well as risk<br>management processes. We also conduct<br>biannual human rights labour reviews in<br>all countries where we have employees,<br>focused on the International Labour<br>Organization’s core themes.<br>The results of due diligence findings, as<br>well as internal assessments and research,<br>inform the double materiality assessment.<br>Negative and positive impacts were initially<br>scored using results of due diligence<br>findings, internal assessments and research.<br>Subsequently, findings were confirmed by<br>internal and external stakeholders. External<br>stakeholders represented patient groups,<br>suppliers, investors, academia and non-governmental organisations. Their input was<br>used to refine and validate the assessments<br>and scores, in line with defined scoring criteria.<br>The identification and assessment of<br>sustainability-related risks and opportunities<br>was carried out based on prevailing<br>exposures, taking account of mitigations<br>in place at the reporting date. This approach<br>is aligned to the Group’s risk management<br>framework (see our Risk Overview from<br>page 47).<br>The double materiality assessment utilised<br>quantitative and qualitative thresholds,<br>aligned with the Group’s risk appetite, to<br>determine material IROs. The assessment<br>was then reviewed by representatives of<br>the SET and the Board.<br>In 2025, we updated our double materiality<br>assessment utilising the same methodology<br>as in 2024. This resulted in Use and sourcing<br>of raw materials being determined to be<br>material. People is a material topic based<br>on the dependency on our people to deliver<br>on our Ambition 2030 and uphold the<br>Company’s values. However, Talent<br>attraction and retention was not determined<br>to be a material topic in 2025.<br>Material impacts, risks and opportunities<br>The material IROs identified in the double<br>materiality assessment are presented<br>on page 40. These material IROs are<br>integrated into our business strategy and<br>processes, see the topical disclosures.<br>The Board assesses the Group’s resilience<br>through a viability assessment, see the<br>Viability Statement on page 46. Our viability<br>scenarios have been formulated taking<br>sustainability risks into consideration<br>where appropriate.<br>For information on the impact of material<br>sustainability topics on the Group’s financial<br>statements, see the Group Accounting<br>Policies in the Financial Statements from<br>page 129.<br>Materiality of metrics in the<br>Sustainability Statement<br>Metrics related to the IROs are included<br>if they are used to track effectiveness of our<br>progress internally and they are complete<br>to the extent of the material impact, risk or<br>opportunity for the Group. These principles<br>apply to both metrics that derive from the<br>ESRS and for entity-specific metrics. Data<br>points derived from other EU legislation and<br>environmental metrics under an operational<br>control boundary, where not material, have<br>not been disclosed.<br>List of ESRS Disclosure Requirements complied with<br>ESRS 2 – General disclosures Page<br>BP-1 – Basis for preparation 205<br>BP-2 – Specific circumstances 205, 208-210,<br>213, 218<br>GOV-1 – Governance roles 208-210<br>GOV-2 – Governance 205, 208-210<br>GOV-3 – Incentive schemes 208-210<br>GOV-4 – Due diligence 205<br>GOV-5 – Risk management 205<br>SBM-1 – Strategy, business model<br>and value chain<br>208-210<br>SBM-2 – Stakeholders 206-207,<br>208-210<br>SBM-3 – Interaction of material IROs<br>with strategy<br>206, 208-210<br>IRO-1 – Processes 206-207<br>IRO-2 – ESRS Disclosure<br>Requirements (DR) covered<br>205, 207-208<br>S1 – Own workforce (People) Page<br>S1-1, MDR-P – Policies 206-207,<br>208-210, 217<br>S1-2 – Engaging own workforce 208-210<br>S1-3 – Channels to raise concerns 208-210<br>S1-4, MDR-A – Actions 208-210<br>MDR-M – Metrics 208-210, 218<br>MDR-T – Targets 211<br>G1 – Business conduct Page<br>G1.GOV-1 – Role of supervisory<br>bodies<br>208-210<br>G1-1, MDR-P – Policies 208-210, 219<br>G1-3 – Procedures 208-210, 219<br>MDR-A – Actions 208-210<br>G1-4, MDR-M – Metrics 208-210<br>MDR-T – Targets 211<br>E2 – Pollution (Nature) Page<br>MDR-P – Policies 211<br>E2.IRO-1 – Processes 206-207<br>E2-2, MDR-A – Actions 208-210<br>MDR-T – Targets 211<br>E4 – Biodiversity and ecosystems<br>(Nature)<br>Page<br>ESRS 2 17 a, c-d 206, 208-210,<br>211<br>S4 – Consumers and end-users<br>(Sustainable Innovation)<br>Page<br>ESRS 2 17 a-e 206, 208-210,<br>217-218<br>S4 – Consumers and end-users<br>(Patient safety and product<br>quality)<br>Page<br>ESRS 2 17 a, c-e 206, 208-210,<br>217-218<br>S4 – Consumers and end-users<br>(Accessible and affordable<br>healthcare)<br>Page<br>ESRS 2 17 a-e 206, 208-210,<br>217-218<br>G1 – Business conduct<br>(Cybersecurity and data privacy)<br>Page<br>MDR-P – Policies 219<br>MDR-A – Actions 208-210<br>MDR-M – Metrics 208-210, 219<br>MDR-T – Targets 211<br>AstraZeneca Annual Report & Form 20-F Information 2025 207<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Sustainability Statement
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E1 – Climate change TCFD Companies Act<br>Disclosure Requirements Page<br>E1.GOV-3: Incentive schemes Governance: The Board’s oversight of climate‑related<br>risks and opportunities, and management's role in<br>assessing and managing climate-related risks and<br>opportunities<br>Governance arrangements for climate-related risks<br>and opportunities<br>42, 82, 83,<br>85, 86,<br>208-210<br>E1-1: Transition plan<br>E1.SBM-3: Material IROs<br>Strategy: Climate-related risks and opportunities<br>identified over short, medium and long term<br>Principal climate-related risks and opportunities 46, 47, 206,<br>208-210,<br>214 Strategy: Impact of climate-related risks and<br>opportunities on the company's businesses,<br>strategy and financial planning<br>Impacts of the principal climate-related risks and<br>opportunities on the business model and strategy<br>Strategy: Resilience of the organisation’s strategy Resilience of the company’s business model<br>and strategy<br>E1.IRO-1: Processes<br>E1-2: Policies<br>MDR-P: Policies<br>E1-3: Actions<br>MDR-A: Actions<br>Risk Management: Processes for identifying<br>and assessing climate-related risks<br>Identification and assessment of climate-related<br>risks and opportunities<br>46, 47, 205,<br>206-207,<br>208-210,<br>211<br>Risk Management: Processes for managing<br>climate-related risks<br>Management of climate-related risks and<br>opportunities<br>Risk Management: How processes for identifying,<br>assessing and managing climate-related risks are<br>integrated into overall risk management<br>Integration into the company’s overall risk<br>management process<br>E1-6: Scopes 1, 2 and 3<br>MDR-M: Metrics<br>Metrics and Targets: Metrics to assess climate-related<br>risks and opportunities<br>Key performance indicators used to assess<br>progress against targets and calculations behind the<br>key performance indicators<br>208-210,<br>212-213<br>Metrics and Targets: Scope 1, Scope 2 and Scope 3<br>GHG emissions, and the related risks<br>E1-4: Targets<br>MDR-T: Targets<br>Metrics and Targets: Targets used by the organisation<br>to manage climate-related risks and opportunities<br>Targets used by the company 208-210,<br>211<br>In the double materiality assessment, we did not identify any material IROs related to ESRS E3, E5, S2 and S3. As such, these standards are<br>not referenced in this Sustainability Statement.<br>Cross-references to other parts of the Annual Report<br>ESRS DR Paragraph Cross-reference<br>General disclosures<br>ESRS 2 GOV-1 21a, 21c, 21d1<br>, 21e1 People: Inclusion and diversity, page 39. Board of Directors as at 10 February 2026, pages 68<br>and 69, Senior Executive Team (SET) as at 10 February 2026, page 70, Compliance with the<br>UK Corporate Governance Code: G. Board composition, independence and division of<br>responsibilities, page 71. Nomination and Governance Committee Report: Non-Executive<br>Directors’ experience, page 79, and Table 1 and Table 2, page 80.<br>21b Global reach and presence – Employees by reporting region, page 27.<br>22a Corporate Governance Overview, page 67.<br>22b Sustainability Committee Report: The full role of the Sustainability Committee is set out in its<br>terms of reference, page 82.<br>22c Sustainability Committee Report: Chair’s introduction, page 82.<br>22c(i), 22c(ii), 22d Sustainability Committee Report: Chair’s introduction and Activities during the year, page 82.<br>22b Audit Committee Report: The full role of the Audit Committee is set out in its terms of reference,<br>page 84.<br>22c Audit Committee Report: Chair's introduction, page 83, and Committee overview – Role of<br>the Committee, page 84.<br>22c(i), 22c(ii) Audit Committee Report: Committee overview – Role of the Committee, page 84.<br>22c(iii) Compliance with the UK Corporate Governance Code: 4. Audit, risk and internal control, page 73.<br>22b Directors' Remuneration Committee: The role of the Remuneration Committee is set out in<br>its terms of reference, page 90.<br>22c Compliance with the UK Corporate Governance Code: 5. Remuneration, page 73.<br>22c(i), 22c(ii) Directors' Remuneration Report: Key Committee activities in 2025, page 93.<br>22c(iii) Directors’ Remuneration Report: Key Committee activities in 2025, page 93, and How the<br>Remuneration Committee ensures targets are stretching, page 96.<br>22d Directors’ Remuneration Report: How the Remuneration Committee ensures targets<br>are stretching, page 96.<br>23 Nomination and Governance Committee Report: Committee's role, page 79.<br>1 Data points derived from other EU legislation: SFDR, Benchmark Regulation.<br>AstraZeneca Annual Report & Form 20-F Information 2025 208<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Sustainability Statement<br>General disclosures continued
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ESRS DR Paragraph Cross-reference<br>General disclosures<br>ESRS 2 GOV-1 23a, 23b Board performance evaluation: 2025 overview, page 78, Board of Directors as at 10 February 2026,<br>pages 68 and 69, SET as at 10 February 2026, page 70, Sustainability Committee Report:<br>Chair's introduction, page 82.<br>GOV-2 26a, 26b, 26c Sustainability Committee Report: Activities during the year, page 82.<br>26a Audit Committee Report: Risk identification and management, page 84, Internal Audit, page 85,<br>and Engagement with employees and other stakeholders, page 85.<br>26b Compliance with the UK Corporate Governance Code: 4. Audit, risk and internal control, page 73,<br>Sustainability Committee Report: Chair's introduction, page 82.<br>26c Audit Committee Report: Chair's introduction, page 83, Cybersecurity risk, digital security and<br>information governance, page 84, and Sustainability reporting, page 85.<br>GOV-3 29, 29a, 29b, 29c Directors' Remuneration Report: How our performance measures for 2026 support the delivery<br>of our strategy, page 95.<br>29c, 29d Directors' Remuneration Report: Annual bonus, pages 98 to 102, and long-term incentives,<br>pages 102 to 105.<br>29e Directors' Remuneration Report: Key Committee activities in 2025, page 93, and How the<br>Remuneration Committee ensures targets are stretching, page 96.<br>SBM-1 40a(i), 40a(ii) Therapy Area Review: 2025 overview, pages 13, 17 and 23.<br>40a(iii) Global reach and presence, page 27.<br>40e, 40f, 40g Our Strategy and Key Performance Indicators, pages 10 and 11, Therapy Area Review: 2025<br>overview, pages 13, 17 and 23.<br>42, 42a, 42b, 42c Our Purpose, Values and Business Model, pages 8 and 9.<br>SBM-2 45a, 45a(i), 45a(ii), 45a(iii),<br>45a(iv), 45a(v)<br>Connecting with our stakeholders, pages 74 to 76.<br>45d How the Board engages with stakeholders, page 76.<br>SBM-3 48b, 48c(i), 48c(ii), 48c(iv) Business conduct: AZ Ethics, Anti-bribery and anti-corruption, and Responsible sales and<br>marketing, pages 34 and 35, Cybersecurity and data privacy, page 36, People: Enabling an agile<br>organisation, and Developing skills and capabilities, page 39, Climate change, pages 42 to 44,<br>Nature, page 45.<br>48d Group Accounting Policies, page 129.<br>48f Viability Statement, page 46.<br>Climate change<br>E1 E1-1 14, 16a, 16d Climate change: Transition plan for climate change, page 42.<br>16b Climate change: Scope 1 and 2 decarbonisation levers, page 42, and Scope 3 decarbonisation<br>levers, page 43.<br>16h, 16i Climate change: Governance, page 42.<br>16j Climate change: Climate performance, page 43, Scope 1 and 2 decarbonisation levers, page 42,<br>and Scope 3 decarbonisation levers, page 43.<br>E1-2 25 Climate change: Governance, page 42 and Climate change adaptation, page 44.<br>E1-3 29a, 29b Climate change: Climate performance, page 43, Scope 1 and 2 decarbonisation levers, page 42,<br>Scope 3 decarbonisation levers, page 43.<br>E1-4 34e, 16a Climate change: Transition plan for climate change, page 42.<br>34a, 34b<br>Climate change: Climate performance, page 43. E1-6 48a, 49a, 49b, 50a, 51, 52a,<br>52b, AR 45d<br>AR 46g Climate change: Highlighted sustainability metrics, page 42.<br>ESRS 2 MDR-A 68a, 68b, 68c Climate change: Scope 1 and 2 decarbonisation levers, page 42, Scope 3 decarbonisation levers,<br>page 43, and Climate change adaptation, page 44.<br>MDR-T 80f, 80g Climate change: Transition plan for climate change, page 42.<br>80d, 80j Climate change: Climate performance, page 43.<br>MDR-M 75 Climate change: Highlighted sustainability metrics, page 42.<br>AstraZeneca Annual Report & Form 20-F Information 2025 209<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Sustainability Statement
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ESRS DR Paragraph Cross-reference<br>E1 E1.GOV-3 13 Directors’ Remuneration Report: How our performance measures for 2026 support the delivery<br>of our strategy, page 95, and Long-term incentives, pages 102 to 105.<br>E1.SBM-3 19a, 19b, 19c, AR 7b, AR 8b Viability Statement, page 46.<br>E1.IRO-1 20a, AR 9, 20b, 20c, 21, AR:<br>11a, 11c, 11d, 12a, 12b, 12c, 12d,<br>13, 14<br>Climate change: Climate change adaptation, page 44.<br>Nature<br>E2 E2-2 AR 13<br>Nature: Pharmaceuticals in the environment, and PFAS restrictions, page 45.<br>ESRS 2 MDR-A 68a, 68b, 68c<br>BP-2 17a, 17d Nature: Use and sourcing of raw materials, page 45.<br>People<br>S1 S1-1 21 People: Human Resources Standards, page 39.<br>S1-1 20b<br>People: Listening to our workforce, page 39, Engaging with our workforce, page 78.<br>S1-2 27, 27a, 27b, 27c, 27e, 28<br>S1-2 27, 27a, 27b, 27e<br>Business conduct: AZ Ethics, page 34.<br>S1-3 32b, 32c, 32d, 32e, 33<br>S1-4 38a, 38c, 38d, 40a, 40b People: Developing skills and capabilities, page 39, Sustainable innovation, page 30,<br>ESRS 2 MDR-A 68a, 68b, 68c Cybersecurity and data privacy, page 36.<br>MDR-M 75 People: Highlighted sustainability metrics, page 39.<br>Accessible and affordable healthcare<br>ESRS 2 BP-2 17a, 17b, 17c, 17d, 17e Accessible and affordable healthcare, page 41.<br>Patient safety and product quality<br>ESRS 2 BP-2 17a, 17c, 17d, 17e Patient safety and product quality, page 31.<br>Sustainable innovation<br>ESRS 2 BP-2 17a, 17c, 17d, 17e Science and Innovation: Our performance in 2025, page 28, Sustainable innovation, page 30,<br>Therapy Area Review: 2025 overview, pages 13, 17 and 23.<br>Business conduct<br>G1 G1-1 9, 10a, 10c, 10c(i), 10c(ii), 10e Business conduct: AZ Ethics, page 34.<br>10g, 10h Business conduct: Anti-bribery and anti-corruption, page 34.<br>G1-3 18a, 18b, 18c Business conduct: AZ Ethics, page 34.<br>18c Further information on risk management and controls – Global Compliance and GIA, page 73.<br>21a, 21b, 21c Business conduct: Anti-bribery and anti-corruption, page 34.<br>ESRS 2 MDR-A 68a, 68b, 68c Business conduct: Anti-bribery and anti-corruption, page 34, Responsible sales and marketing,<br>page 34.<br>ESRS 2 MDR-M 75 Note 30: Commercial litigation, pages 185 to 187, and Government investigations and<br>proceedings, page 188. G1 G1-4 24a<br>24b Business conduct: Anti-bribery and anti-corruption, page 34.<br>G1.GOV-1 5a Corporate Governance Overview, page 67.<br>5b Board of Directors as at 10 February 2026, pages 68 and 69, SET as at 10 February 2026, page 70.<br>Cybersecurity and data privacy<br>ESRS 2 MDR-A 68a, 68b, 68c Cybersecurity and data privacy, page 36.<br>MDR-M 75 Cybersecurity and data privacy: Highlighted sustainability metrics, page 36.<br>AstraZeneca Annual Report & Form 20-F Information 2025 210<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Sustainability Statement<br>General disclosures continued
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Environmental policies<br>Key contents Scope Accountability Material topics<br>Global Safety, Health and Environment (SHE) Standards and OneSHE Framework of internal standards, procedures and guidelines<br>Our SHE management system ensures the environmental<br>risks of our activities are assessed, operational controls are<br>in place, checks are completed through a risk-based audit<br>programme guided by an independent organisation and<br>there is an annual management review process.<br>Applies to all employees, temporary<br>staff and contractors across<br>AstraZeneca sites.<br>VP, Global Sustainability<br>and SHE<br>Climate change<br>and nature<br>Business Continuity Standard<br>Sets out our principles for consistent business continuity<br>process and governance, in order to support effective and<br>sustainable business resilience across AstraZeneca.<br>Each SET area/enabling function<br>must have an effective business<br>continuity arrangement in place<br>coordinated by a Business<br>Continuity Champion.<br>CFO/Chief Risk Officer Climate change<br>Environmental targets<br>Target and relations to policy Year Notes<br>Climate change<br>By 2026, reduce absolute Scope 1 and 2<br>GHG emissions by 98%.<br>2026 Category 9 is excluded from the target boundary for 2030 target. Categories 10 and 14 assessed<br>as not relevant. Category 15 assessed as not material. Reductions are unlikely to be linear.<br>Baseline year: 2015 The baseline years are representative of normal operating conditions and the difference<br>in baseline years between emission scopes is due to the availability of data.<br>Recalculations to baseline GHG data occurs to ensure that real changes to emissions are<br>captured rather than a result of AstraZeneca structural (acquisitions, divestments, mergers)<br>or methodology changes (error correction or calculation adjustments). This enables<br>consistency to be maintained over time. Recalculation will be considered dependent<br>upon significance to GHG emissions with updates disclosed. An internal procedure<br>sets out the thresholds and process for recalculation and that adjustments are logged<br>and communicated to our assurance providers as part of annual reporting.<br>An acquisition that has a material impact on our emissions is an example of a future<br>development that could trigger a review of sustainability targets and base year data.<br>By 2030, reduce absolute Scope 3 GHG<br>emissions by 50%. By 2045, reduce<br>absolute Scope 3 GHG emissions by<br>90% and reach net-zero.<br>Baseline year: 2019<br>2030 & 2045<br> Data points derived from other EU legislation: SFDR, Pillar 3, Benchmark Regulation.<br>On the following pages we present our key<br>policies, targets and metrics relating to our<br>material IROs.<br>Policies<br>AstraZeneca’s approach to our material<br>sustainability topics is guided by a framework<br>of policies and standards, anchored by our<br>Code of Ethics. Following the Code of Ethics<br>and supporting requirements, we deliver<br>lasting benefits to patients and other<br>stakeholders. The policies below are<br>published on our website<br>(www.astrazeneca.com/sustainability/<br>resources.html) and/or in use internally.<br>Sustainability targets<br>The tables below present sustainability<br>targets aligned with our material<br>sustainability topics. Where no targets or<br>policies are in place due to being implicit<br>in the existing policy or due to being in<br>development pending regulatory updates,<br>they are not listed.<br>Material sustainability metrics<br>Definitions and methodology of quantitative<br>metrics used to track the effectiveness of<br>our actions related to managing our material<br>sustainability topics are detailed on pages<br>212 to 213, 217 to 219. The metrics cover the<br>Group, unless otherwise stated, and are<br>subject to limited assurance by KPMG.<br>Environmental disclosures<br>AstraZeneca Annual Report & Form 20-F Information 2025 211<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Sustainability Statement<br>Topical disclosures
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Environmental sustainability metrics<br>Metric<br>Definitions and calculations<br>(if applicable) Methodology<br>Climate change<br>Gross Scope 1 and<br>2 (Market‑based)<br>GHG emissions<br>(tonnes CO2e)1,2<br>This is the combined Scope 1<br>and Scope 2 (Market-based)<br>GHG emissions during the<br>reporting period.<br>‘Scope 1 GHG emissions’ are<br>direct emissions that occur<br>from sources that are<br>controlled or owned by<br>AstraZeneca. This includes<br>GHGs from direct fuel<br>combustion, process and<br>engineering fugitive<br>emissions at sites (e.g. from<br>refrigerants and solvents)<br>and from fuel use in<br>AstraZeneca’s commercial<br>fleet (leased vehicles).<br>‘Scope 2 GHG emissions’ are<br>indirect emissions from the<br>generation of purchased<br>energy consumed by<br>AstraZeneca, and includes<br>electricity and imported<br>steam, imported or district<br>heat and cooling systems.<br>‘Market-based’ refers to<br>factors that are more specific<br>to the site and local energy<br>market, taking account of the<br>residual energy mix and any<br>certified renewable power<br>purchased by a site.<br>All GHG emissions are reported in accordance with the World Resource Institute/World Business<br>Council for Sustainable Development Greenhouse Gas (GHG) Protocol: A Corporate Accounting and<br>Reporting Standard, Revised Edition (2015) and Corporate Value Chain (Scope 3), Accounting and<br>Reporting Standard (2011).<br>Intergovernmental Panel on Climate Change (IPCC) Fifth Assessment Report (AR5) GWP values<br>on a 100-year period (GWP100) excluding feedback loops were considered, as agreed by the<br>United Nations Framework Convention on Climate Change.<br>All GHG emissions are reported on a financial-control basis for the consolidated accounting group.<br>Investees and other entities which are not fully consolidated in the financial statements, as well as<br>contractual arrangements, are not material. This covers all owned sites and leased assets that trigger<br>inclusion based on area, full-time employees and lease length. Investees and other entities not fully<br>consolidated, as well as contractual arrangements, are not material.<br>Estimates, any value derived through calculation or modelling rather than direct measurement, are<br>used where complete, accurate, or directly measured data is unavailable. Uncertainty may arise due<br>to limitations in underlying data sources, variations in measurement methodologies, or assumptions<br>about future operations or supply chain activities.<br>Scope 2 also includes electricity use for charging electric vehicles (battery and plug-in hybrid)<br>in our Commercial leased fleet.<br>Data is captured through the centralised SHE reporting system.<br>Scope 1 is calculated with UK Government Greenhouse Gas Conversion Factors, with CO2e<br>estimates covering direct fuel use and fleet operations.<br>AstraZeneca purchases biomethane certificates for some fossil gas usage in the UK, US and Europe.<br>We aim for these certificates to be sourced from the area of gas consumption and annual matching<br>of generation to ensure relevance and impact. In the UK, Renewable Gas Guarantees of Origin are<br>retired through the Green Gas Certification Scheme, while in the US, Renewable Thermal Certificates<br>are tracked via the Midwest Renewable Energy Tracking System. A small number of certificates are<br>also acquired directly through suppliers in Europe. The reported Scope 1 emissions are calculated<br>following the Greenhouse Gas Protocol’s guidance on biogenic fuels, with AstraZeneca accounting<br>for non-CO2 greenhouse gases in our Scope 1 emissions. Fugitive emissions from process and<br>engineering activities are calculated based on the IPCC AR5 GWP100 values.<br>Our Commercial fleet emissions are derived from direct fuel consumption data or calculated using<br>average fleet fuel consumption factors and distance travelled, with third-party fleet intensity factors<br>used for certain markets. Non-business vehicle use is excluded, and emissions relating to electricity<br>use for battery electric vehicles are reported in Scope 2.<br>Our Scope 2 emissions reporting follows a market-based approach, which reflects procurement of<br>renewable electricity and contractual instruments in line with RE100 criteria. Market-based emission<br>factors are derived from energy providers and sector databases, while location-based emissions are<br>calculated using regional emission factors from the International Energy Agency (IEA), US<br>Environmental Protection Agency eGRID, and other recognised sources. Near-zero emissions are<br>reported for purchased renewable electricity where eligible, and electricity from on-site solar<br>generation is counted as zero emissions, subject to confirmation that energy certificates are not<br>issued or are retired.<br>Energy consumption is the aggregate of: (i) the annual quantity of energy consumed from activities<br>for which the Group is responsible, including the combustion of fuel at a facility; (ii) the annual<br>quantity of energy consumed resulting from the purchase of electricity, heat, steam or cooling by<br>the Group for its own use; (iii) the combustion of fuel from the operation of vehicle fleet; and (iv) the<br>annual quantity of energy consumed resulting from the purchase of electricity to operate electric<br>vehicles as part of the Commercial vehicle fleet.<br>AstraZeneca Annual Report & Form 20-F Information 2025 212<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Sustainability Statement<br>Environmental disclosures continued
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Metric<br>Definitions and calculations<br>(if applicable) Methodology<br>Climate change<br>Gross Scope 3<br>GHG emissions<br>(tonnes CO₂e)2<br>‘Scope 3 GHG emissions‘ are<br>all indirect emissions (not<br>included in Scope 2) that<br>occur in the value chain of<br>AstraZeneca, including both<br>upstream and downstream<br>emissions.<br>AstraZeneca reports on 12 relevant Scope 3 categories in accordance with the GHG Protocol, with<br>Categories 10 and 14 assessed as not relevant and Category 15 assessed as not material. Data for<br>Scope 3 is captured from multiple sources.<br>Category 1 (Purchased Goods and Services) (2025: 3,394,405 tCO₂e) include emissions associated<br>with AstraZeneca’s sourcing of goods and investments throughout its supply chain. A hierarchical<br>approach is used to ensure the highest quality data informs emissions calculations. Wherever<br>possible, product manufacturing data is combined with emission factors derived from detailed<br>Life-Cycle Assessments (LCAs), providing a comprehensive ‘cradle-to-gate’ footprint. For products<br>not directly covered by LCAs, proxy data is assigned based on product classification and modality<br>to maintain relevant coverage. For other spend and, where supplier-specific emission data exists,<br>spend figures are multiplied by supplier intensity factors. Where supplier-specific data is not<br>available, multi-regional spend-based emissions factors are applied to procurement categories.<br>Expenditure not directly linked to purchases, or attributable to other Scope 3 categories (such as<br>logistics and business travel), is excluded to avoid double counting.<br>Emission factors and data sources for Category 1 are drawn from supplier disclosures such as CDP<br>reports, whereby an emission factor is generated based on kgCO₂e per USD revenue for the<br>supplier, detailed AstraZeneca product LCAs (actual and proxy), and spend-based emission factors<br>from an environmentally extended input output model (CEDA).<br>Category 2 (Capital Goods) (2025: 480,217 tCO₂e) include emissions associated with capital<br>expenditure aligned with our financial reporting. Where available, AstraZeneca utilises embodied<br>carbon reports based on the final design of projects to calculate emissions. Embodied carbon<br>emissions cover the product stage (raw materials, transport, manufacturing) as well as the assembly<br>stage (transport and construction process). Emissions are proportioned across the years construction<br>occurs. Remaining emissions are calculated by grouping project spend into sustainability categories.<br>Emissions are then calculated using multi-regional spend-based emissions factors. Intangible assets<br>and right of use assets are excluded on the basis of having no attributable emissions.<br>Category 11 (Use of Sold Products) (2025: 1,621,632 tCO₂e) covers emissions resulting from the<br>end-use of AstraZeneca’s inhalation devices containing hydrofluorocarbon (F-Gas) propellants.<br>Emissions are calculated based on production volumes, using the nominal propellant content for<br>each device and multiplying by GWP factors from the IPCC AR5. Calculations use data substantiated<br>by third-party LCAs to ensure accuracy. It is assumed, conservatively, that the full propellant charge<br>is released during use. Emissions are reported by manufacturing date to maintain consistency.<br>For all other Scope 3 categories, emissions are calculated using GHG Protocol-aligned methods<br>based on activity data, supplier information, and recognised emission factors. Where specific data<br>are not available, spend-based or industry-average factors are applied. This approach covers energy<br>use, transportation, waste, business travel, commuting, leased assets, and end-of-life treatment.<br>Scope 1 and 2<br>(Market-based)<br>GHG emissions<br>intensity (tonnes<br>CO₂e per million<br>of Total Revenue)1,2<br>Scope 1 and 2 intensity<br>metric normalises the Scope<br>1 and 2 (Market-based) GHG<br>footprint relative to revenue.<br>‘Emissions intensity’ refers to<br>the amount of CO2 emitted<br>per unit of economic output<br>or activity.<br>Calculation: Gross Scope 1<br>and 2 (Market-based) GHG<br>emissions divided by Total<br>Revenue.<br>Data is captured through the centralised SHE reporting system.<br>Share of primary<br>activity data in<br>Scope 3 reporting<br>(%)<br>‘Primary data’ is data from<br>specific activities within<br>AstraZeneca’s value chain.<br>‘Secondary data’ is data that<br>is not from specific activities<br>within AstraZeneca’s value<br>chain.<br>Calculation: Scope 3 GHG<br>emissions from primary data<br>divided by total Scope 3 GHG<br>emissions.<br>Supplier data is captured through several supplier and third-party systems, including CDP.<br>1 Entity-specific metrics. 2 Data points derived from other EU legislation: SFDR, Pillar 3, Benchmark Regulation.<br>AstraZeneca Annual Report & Form 20-F Information 2025 213<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Sustainability Statement
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Description Key forces and drivers included in the scenario<br>Low emission scenario, +1.8°C (SSP1-RCP2.6)1<br>This scenario lays out a pathway and emissions trajectory<br>that is aligned with the objectives of the Paris Agreement<br>to limit global warming to well below 2°C, preferably to<br>1.5°C, by 2100, compared with pre-industrial levels.<br>This scenario assumes a rapid transition to a low-carbon economy, reducing the risk<br>of extreme climate change and its potential hazards (such as sea level rise, increasing<br>temperatures, extreme weather conditions and loss of biodiversity).<br>Current trajectory scenario, +2.7°C (SSP2-RCP4.5)1<br>This is an intermediate scenario with emissions peaking<br>in 2040 and falling rapidly thereafter until 2080. Deemed<br>to be the ‘most likely’ scenario.<br>In this scenario, the Paris Agreement of keeping temperature increases ‘well below 2°C<br>above pre-industrial levels‘ is breached. This scenario leads to an increase in the frequency<br>and intensity of extreme weather events, rising sea levels, loss of biodiversity and other<br>negative consequences of climate change.<br>This scenario model assumes a degree of adaptation and mitigation of emissions, which<br>helps mitigate some hazards compared to more high-risk scenarios.<br>High emission scenario, +4.4°C (SSP5-RCP8.5)1<br>This is a worst-case scenario consistent with no policy<br>changes to reduce emissions, where CO2 concentrations<br>in the atmosphere are approximately doubled by 2050<br>and continue to increase until 2100.<br>The dangers of a significant and rapid increase in the global average temperature leads<br>to extreme climate conditions, such as severe warming, sea level rise, loss of ice masses,<br>changes in precipitation patterns and increased risk of extreme weather events. This scenario<br>also implies a high degree of impact on ecosystems and communities, including loss of<br>biodiversity, altered habitats and disruption of community infrastructure.<br>It is the most extreme scenario in terms of climate change.<br>Metrics to quantify exposure to hazards in this scenario are used in deep-dive risk<br>assessments for certain sites to pressure test how effective existing mitigations will be in<br>2030 and 2050. For new projects, data modelling is used for the life-cycle of an asset.<br>1 Key inputs and constraints of the scenarios: In the three scenarios, the main metrics considered to quantify hazards are: heat, cold, fire, flood, wind, convective storms, water scarcity<br>and water quality. Flood depth estimates assume no existing flood defences.<br>Transition risks and opportunities scenarios used<br>Description Key forces and drivers included in the scenario<br>1.5°C (IEA World Energy Outlook (WEO) Net-Zero Emissions by 2050 Scenario (NZE) – equivalent to RCP1.9)2<br>The IEA WEO NZE is a normative IEA scenario that shows<br>a narrow but achievable pathway for the global energy<br>sector to achieve net-zero CO2 emissions by 2050, with<br>advanced economies reaching NZE in advance of others.<br>1. Significant low-carbon investment and policy implementation<br>2. Rapid decarbonisation<br>3. Extensive increases in energy efficiency<br>1.7°C (IEA WEO Announced Pledges Scenario (APS) – equivalent to RCP2.6)2<br>The IEA WEO APS was used as the primary low-carbon<br>future scenario. As a ‘well below 2°C’ pathway, the APS<br>represents a gateway to the outcomes targeted by the<br>Paris Agreement.<br>The APS assumes that governments will meet, in full<br>and on time, all the climate-related commitments they<br>have announced, including longer-term net-zero<br>emissions targets and pledges in Nationally<br>Determined Contributions.<br>1. Widespread policy implementation<br>2. Technological advancements<br>3. Significant emissions reductions<br>2.4°C (IEA WEO Stated Policies Scenario – (STEPS) – equivalent to RCP4.5)2<br>The IEA WEO STEPS provides a more conservative<br>benchmark for the future because it does not take for<br>granted that governments will reach all announced goals.<br>1. Current policy implementation<br>2. Energy demand growth<br>3. Widespread fossil fuel use<br>4. Technological developments<br>2 Key inputs and constraints of the scenarios: The three scenarios are used for projections of energy cost, forecasting of carbon price, change in raw material costs and supply-demand<br>of renewable energy to see how those will relate to our roadmap to net-zero GHG emissions and impact our transition risks and opportunities, and cost of goods and profits.<br>Climate risk scenarios<br>To assess the potential impacts of climate<br>change on our business, we have used the<br>scenarios listed below.<br>Physical risks and temperature<br>scenarios by 2100<br>Physical climate system conditions<br>represented in the scenario analysis below,<br>are based on a set of assumptions about<br>driving forces (such as demographic<br>and socio-economic development,<br>policymaking, technological change, energy<br>and land use) and their key relationships that<br>correlate with how the emission pathways<br>impact elements of society or ecosystems.<br>AstraZeneca Annual Report & Form 20-F Information 2025 214<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Sustainability Statement<br>Environmental disclosures continued
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The EU Taxonomy<br>The EU Taxonomy (Regulation (EU)<br>2020/852) and associated Delegated Acts1<br>represent an evolving classification system<br>for sustainable economic activities. An<br>economic activity is Taxonomy-eligible if<br>it is described in the Taxonomy Delegated<br>Acts. An economic activity is Taxonomy-aligned if it makes a substantial contribution<br>to one or more of the specified<br>environmental objectives, meets specified<br>‘Do no significant harm’ (DNSH) criteria<br>and is carried out in compliance with<br>minimum safeguards.<br>Eligibility assessment<br>The Group has identified its Taxonomy-eligible activities by screening the economic<br>activities in the Climate Delegated Act and<br>the Environmental Delegated Act. The Group<br>is eligible for a revenue-generating<br>economic activity included in the<br>Environmental Delegated Act for the<br>environmental objective of Pollution<br>Prevention and Control (PPC), namely, PPC<br>1.2 Manufacture of medicinal products.<br>AstraZeneca is engaged in a single business<br>activity of pharmaceuticals and hence the<br>Group’s capital expenditure (Capex)2 and<br>operating expenditure (Opex)3 is materially<br>eligible for the ‘Manufacture of medicinal<br>products’ activity.<br>Capex was assessed for Taxonomy-eligibility on a project basis based on<br>a set quantitative threshold.<br>Alignment assessment<br>Substantial contribution<br>The ‘Manufacture of medicinal products’<br>criteria requires that, in order to be aligned,<br>products be both biodegradable and a<br>substitute for an existing non-degradable<br>product. The Group’s portfolio of eligible<br>products includes both biologics and small<br>molecule APIs. Innovative medicines by their<br>very nature are not alternatives to existing<br>products, hence they do not meet the<br>substantial contribution criteria. Eligible<br>products where the APIs are small molecules<br>are generally considered to be not readily<br>biodegradable. The biologics used in the<br>Group’s APIs are mostly naturally occurring<br>and generally considered to be degradable.<br>However, in some instances excipients<br>used in products may not be considered<br>degradable.<br>We have therefore assessed that, overall,<br>our products do not meet the substantial<br>contribution criteria and do not align with<br>the ‘Manufacture of medicinal products’<br>activity criteria.<br>Interpretation of the EU Taxonomy and<br>company-specific assumptions are required<br>to fulfil the reporting requirements.<br>Revenue<br>The Taxonomy-eligible Revenue KPI is<br>defined as Taxonomy-eligible Revenue<br>divided by Total Revenue, which<br>corresponds to ‘Total Revenue’ in our<br>Consolidated Statement of Comprehensive<br>Income as detailed on page 125.<br>The Group’s Product Sales and sales<br>milestones within Collaboration Revenue<br>are associated with the manufacture of<br>medicinal products, which we consider<br>in total for Taxonomy-eligibility under the<br>activity ‘Manufacture of medicinal products’.<br>Consequently, our Taxonomy-eligible<br>Revenue KPI for the year ended<br>31 December 2025 is 95% (2024: 96%).<br>Capital expenditure<br>The Taxonomy-eligible Capex KPI is defined<br>as Taxonomy-eligible Capex divided by Total<br>Capex.<br>• Taxonomy-eligible Capex is Capex related<br>to assets or processes associated with<br>Taxonomy-eligible activities. Property,<br>purchase of plant and equipment,<br>right-of-use buildings, intangible assets,<br>purchase of marketing and distribution<br>rights over medicinal products are<br>considered in total for Taxonomy-eligibility<br>under the activity ‘Manufacture of<br>medicinal products’.<br>• Total Capex corresponds to the total of the<br>‘Additions through business combinations’<br>and ‘Capital expenditure’ movement<br>types, the total of the ‘Additions –<br>separately acquired’ and ‘Additions<br>through business combinations’<br>movement types as detailed in Note 8<br>Property, plant and equipment (page 149),<br>the total of the ‘Additions – separately<br>acquired’ and ‘Additions through business<br>combinations’ movement types as detailed<br>in Note 9 Leases (page 150), and the total<br>of the ‘Additions – separately acquired’<br>and ‘Additions through business<br>combinations’ movement types as detailed<br>in Note 11 Intangible assets (page 151).<br>The Group’s Taxonomy-eligible Capex KPI<br>for the year ended 31 December 2025 is<br>83% (2024: 86%).<br>Operating expenditure<br>The Taxonomy-eligible Opex KPI is<br>defined as Taxonomy-eligible Opex<br>divided by Total Opex.<br>• The Group’s Taxonomy-eligible Opex is<br>expenses related to assets or processes<br>associated with Taxonomy-eligible<br>economic activities. R&D expenses<br>associated with functional areas which<br>are involved directly in the manufacture<br>and procurement of medicinal products<br>are considered Taxonomy-eligible under<br>the activity ‘Manufacture of medicinal<br>products’.<br>• The Group’s Taxonomy-defined Opex<br>is the total of R&D expenses, and other<br>direct non-capitalised costs that relate to<br>building renovation measures, short-term<br>leases, maintenance and repair, and any<br>other direct expenditures incurred in the<br>day-to-day servicing of property, plant<br>and equipment.<br>The Group’s Taxonomy-eligible Opex KPI<br>for the year ended 31 December 2025 is<br>21% (2024: 18%).<br>1 On 8 January 2026, the EU Commission published a delegated act amending the Disclosures, Climate, and Environmental Delegated Acts that supplement the Taxonomy Regulation,<br>which introduces a materiality threshold for eligibility and alignment as well as a simplified reporting table. 2 As part of our materiality assessment in the current year we have categorised construction and renovation project Capex towards the manufacture of medicinal products, with the<br>exception of R&D functional areas, which is not assessed as it is considered not material (in the prior year, construction and renovation project Capex was categorised as an individual<br>measure against individual real estate activities). 3 As part of our materiality assessment in the current year we have categorised maintenance Opex towards the manufacture of medicinal products (in the prior year, this was<br>categorised as an individual measure against individual real estate activities).<br>AstraZeneca Annual Report & Form 20-F Information 2025 215<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Sustainability Statement
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EU Taxonomy tables<br>Financial year 2025<br>Breakdown by environmental objectives<br>of Taxonomy-aligned activities<br>KPI<br>Total<br>Proportion of Taxonomy-eligible<br>activities<br>Taxonomy-aligned activities<br>Proportion of Taxonomy-aligned<br>activities<br>Climate Change Mitigation<br>Climate Change Adaptation<br>Water<br>Pollution<br>Circular Economy<br>Biodiversity<br>Proportion of enabling activities<br>Proportion of transitional activities<br>Not assessed activities<br>considered non-material<br>Taxonomy-aligned activities in<br>2024<br>Proportion of Taxonomy-aligned<br>activities in 2024<br>$m % $m % % % % % % % % % % $m %<br>Revenue 58,739 95 0 0 0 0 0 0 0 0 0 0 0 0 0<br>Capex 7,595 83 0 0 0 0 0 0 0 0 0 0 7 0 0<br>Opex 14,818 21 0 0 0 0 0 0 0 0 0 0 0 0 0<br>Revenue<br>Financial year 2025<br>Breakdown by environmental objectives<br>of Taxonomy-aligned activities<br>Economic Activities<br>Code<br>Taxonomy-eligible KPI (proportion<br>of Taxonomy-eligible Revenue)<br>Taxonomy-aligned KPI (monetary<br>value of Revenue)<br>Taxonomy-aligned KPI (proportion<br>of Taxonomy-aligned Revenue)<br>Climate Change Mitigation<br>Climate Change Adaptation<br>Water<br>Pollution<br>Circular Economy<br>Biodiversity<br>Enabling activity<br>Transitional activity<br>Proportion of Taxonomy-aligned in<br>Taxonomy-eligible<br>% $m % % % % % % % E T %<br>Manufacture of medicinal products PPC 1.2 95 0 0 0 0 0 0 0 0 0<br>Total KPI 95 0 0 0 0 0 0 0 0 0<br>Capex<br>Financial year 2025<br>Breakdown by environmental objectives<br>of Taxonomy-aligned activities<br>Economic Activities<br>Code<br>Taxonomy-eligible KPI (proportion<br>of Taxonomy-eligible Capex)<br>Taxonomy-aligned KPI (monetary<br>value of Capex)<br>Taxonomy-aligned KPI (proportion<br>of Taxonomy-aligned Capex)<br>Climate Change Mitigation<br>Climate Change Adaptation<br>Water<br>Pollution<br>Circular Economy<br>Biodiversity<br>Enabling activity<br>Transitional activity<br>Proportion of Taxonomy-aligned in<br>Taxonomy-eligible<br>% $m % % % % % % % E T %<br>Manufacture of medicinal products PPC 1.2 83 0 0 0 0 0 0 0 0 0<br>Total KPI 83 0 0 0 0 0 0 0 0 0<br>Opex<br>Financial year 2025<br>Breakdown by environmental objectives<br>of Taxonomy-aligned activities<br>Economic Activities<br>Code<br>Taxonomy-eligible KPI (proportion<br>of Taxonomy-eligible Opex)<br>Taxonomy-aligned KPI (monetary<br>value of Opex)<br>Taxonomy-aligned KPI (proportion<br>of Taxonomy-aligned Opex)<br>Climate Change Mitigation<br>Climate Change Adaptation<br>Water<br>Pollution<br>Circular Economy<br>Biodiversity<br>Enabling activity<br>Transitional activity<br>Proportion of Taxonomy-aligned in<br>Taxonomy-eligible<br>% $m % % % % % % % E T %<br>Manufacture of medicinal products PPC 1.2 21 0 0 0 0 0 0 0 0 0<br>Total KPI 21 0 0 0 0 0 0 0 0 0<br>AstraZeneca Annual Report & Form 20-F Information 2025 216<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Sustainability Statement<br>Environmental disclosures continued
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Social policies<br>Key contents Scope Accountability Material topics<br>Global Human Resources Standards<br>Sets out our principles for Employment, HR Data,<br>Inclusion and Diversity, Recruitment, Reward, Talent<br>Management, and Bullying and Harassment.<br>The Employment, Talent Management, and HR<br>Data Standards apply to AstraZeneca employees.<br>The Talent Acquisition and Rewards Standards<br>apply to line managers. The Inclusion and Diversity,<br>and Bullying and Harassment Standards apply to<br>all employees, managers and contingent workers.<br>Chief HR Officer People<br>Human Rights Standard<br>Mandatory principles for upholding human rights<br>across the organisation, guided by the principles<br>of the Universal Declaration of Human Rights, the<br>International Labour Organization’s Declaration on<br>Fundamental Principles and Rights at Work, Covenant<br>on Civil and Political Rights, International Covenant on<br>Economic, Social and Cultural Rights, the United Nations<br>Guiding Principles on Business and Human Rights and<br>the Organisation for Economic Co-operation and<br>Development Guidelines for Multinational Enterprises.<br>All AstraZeneca employees including workers<br>and any agents acting on AstraZeneca’s behalf.<br>Approved by the CEO,<br>implemented through<br>the Global Compliance<br>function<br>All<br>Product to Patient Governance Pathway<br>Comprises vital investment decisions and other key<br>development milestones from the Candidate Drug<br>Investment Decision to health authority approval.<br>All therapeutic areas within R&D. Global Portfolio and Project<br>Management<br>Sustainable<br>innovation<br>Quality Policy<br>Identifies our Company’s Quality responsibilities and<br>commitments to the health of our patients.<br>Applies to all AstraZeneca employees and<br>contractors involved in, or supporting, Good<br>Pharmaceutical Practice (GxP) activities,<br>external partners, GxP material suppliers and<br>GxP service providers.<br>Head of Global Quality,<br>Head of R&D Quality<br>Assurance<br>Patient safety<br>and product<br>quality<br>Global Standard – Quality Management Systems (QMS)<br>Defines our QMS and explains how the functions<br>involved in GxP activities meet the requirements set<br>by regulators, third parties, patients, and ourselves.<br>Applies to all AstraZeneca employees and<br>contractors involved in, or supporting, GxP<br>activities, external partners, GxP material<br>suppliers and GxP service providers.<br>Head of Global Quality,<br>Head of R&D Quality<br>Assurance<br>Patient safety<br>and product<br>quality<br>Social sustainability targets<br>Target and relations to policy Year Notes<br>Sustainable innovation<br>By 2030, we aim to launch at least<br>20 new medicines.<br>2030 Our Ambition 2030 workstreams focus on accelerating our strategic priorities, exploring new<br>ones and building for the future. Our scientific measures incentivise the development of new<br>molecular entities (NMEs) and maximise the potential of existing medicines. Oncology,<br>BioPharmaceuticals and Rare Disease are all in scope.<br>Accessible and affordable healthcare<br>By 2030, we aim to positively impact<br>one billion people, including 400 million<br>people from underserved groups.<br>2030 In May 2025, we updated our health equity strategy, embedding health equity across science<br>(including genomics and clinical trials), healthcare delivery and community investment, with a 2030<br>ambition to positively impact one billion people, including 400 million from underserved communities.<br>Social sustainability metrics<br>Metric Definitions and calculations (if applicable) Methodology<br>Sustainable innovation<br>Number of NMEs<br>(approvals cumulative)1<br>‘NME approvals’ refers to medicines approved since October 2022<br>to meet our Ambition 2030.<br>Data is collected via a monthly reporting process,<br>captured on AstraZeneca’s project planning and<br>forecasting tool, and maintained by the Global<br>Portfolio and Project Management team.<br>Approvals for the same drug in different countries<br>are considered distinct regulatory events.<br>Number of pipeline<br>progression events1<br>‘Pipeline progression events’ refers to the commencement of Phase II,<br>and progression to an investment decision. The commencement of<br>Phase II refers to when the first patient consents in Phase II of the trial.<br>An investment decision may be a Phase II pivotal investment decision<br>or a Phase III investment decision, where a positive outcome is expected<br>to proceed to regulatory filing in the subsequent phase.<br>For further information on Phase II and III, see page 9.<br>Number of regulatory<br>events1<br>‘Regulatory events’ refers to submissions or approvals for our<br>medicines in major markets.<br>1 Entity-specific metrics. Data point derived from other EU legislation: SFDR, Benchmark Regulation.<br>AstraZeneca Annual Report & Form 20-F Information 2025 217<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Sustainability Statement<br>Social disclosures
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Metric Definitions and calculations (if applicable) Methodology<br>Patient safety and product quality<br>Number of inspections<br>from all health<br>authorities relating to<br>Good Manufacturing<br>Practice (GMP) and<br>Good Distribution<br>Practice (GDP)1<br>‘Health authorities’ refers to government agencies that are responsible<br>for protecting and promoting public health through the supervision<br>of pharmaceutical products.<br>‘Inspections’ refers to assessments of manufacturing facilities and<br>processes for regulated products to verify compliance with relevant<br>regulations, by health authorities.<br>GMP is part of a quality management system which ensures that<br>products are consistently produced and controlled to the quality<br>standards appropriate to their intended use and as required by the<br>marketing authorisation. This covers commercial product manufacture<br>and marketing companies’ GDP, products in development going into<br>clinical trials, and device manufacturing.<br>Inspection is counted once observations have been received.<br>Data is captured on an internal quality management<br>system by the Operations Quality Assurance team.<br>Number of critical<br>findings from health<br>authorities relating<br>to GMP and GDP1<br>‘Critical findings’ are deficiencies with GMP or GDP reported by health<br>authorities, that provide an immediate and significant risk to patient<br>safety. A ‘critical finding’ can also be a combination or repetition<br>of major findings that indicate a critical failure of GMP or GDP.<br>Number of product<br>recalls1<br>‘Recalls’ can be initiated at various levels:<br>• Level 1 is at wholesale level<br>• Level 2 is at pharmacy/hospital level<br>• Level 3 is at patient level.<br>People<br>Employee belief that<br>AstraZeneca is a great<br>place to work (%)1<br>‘Employee belief’ refers to the positive response (agree and tend to<br>agree) to each respective statement in our annual employee opinion<br>survey, Pulse.<br>Calculation: Total number of responses that either agree or tend to agree<br>divided by total number of responses, then multiplied by 100.<br>Data is captured annually through our Pulse survey<br>conducted by HR and shared Company-wide.<br>Employee belief that<br>in the last 12 months,<br>I have improved my<br>existing skills, or<br>learned new skills, or<br>had a development<br>opportunity (%)1<br>Accessible and affordable healthcare<br>Number of people<br>positively impacted<br>(cumulative, million)1<br>‘People positively impacted’ includes: patients treated by our Oncology,<br>BioPharmaceuticals, and Rare Disease medicines which is an estimate<br>of the average number of patients on therapy in the reporting year;<br>people reached through awareness initiatives; people screened through<br>health equity programmes; and healthcare workers trained.<br>The number of patients treated by our medicines<br>is estimated based on volume of inventory sold,<br>assumed days of therapy and average level of patient<br>adherence to the treatment. An individual patient may<br>be treated for different diseases with more than one<br>medicine. Average patient adherence rates are<br>defined by the AstraZeneca Global Insights team by<br>therapy area and are a key assumption used in the<br>estimate. As an average, actual patient adherence<br>rates may differ.<br>The number of people reached is aggregated from<br>each programme and each market as relevant. The<br>number of healthcare workers trained refers to those<br>who receive education through in-person classroom-style sessions, online courses and attending<br>symposiums.<br>Figures are cumulative, with 2024 as the baseline<br>year, and encompass all historical data since then.<br>Number of people<br>positively impacted<br>from underserved<br>groups (cumulative,<br>million)1<br>‘Underserved groups’ are defined as all patients in low- and middle-income countries in line with the World Bank Group country classification<br>by income level, in addition to Rare Disease patients.<br>We recognise that underserved communities exist in all countries<br>regardless of income classification, however current publicly available<br>data do not provide a detailed breakdown of underserved populations<br>in high-income and upper-middle-income countries.<br>1 Entity-specific metrics.<br>Social sustainability metrics continued<br>AstraZeneca Annual Report & Form 20-F Information 2025 218<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Sustainability Statement<br>Social disclosures continued
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Governance policies<br>Key contents Scope Accountability Material topics<br>Code of Ethics<br>• Our Values<br>• Our Science<br>• Our Interactions<br>• Our Workplace<br>• Our Sustainability<br>Applies to all Executive and Non-Executive<br>Directors, officers, employees and contract<br>staff of our Group.<br>Approved by the Audit<br>Committee, implemented<br>through our Chief<br>Compliance Officer and CEO<br>All<br>Code of Conduct for Third Parties<br>Translates our Code of Ethics into content applicable<br>and relevant to our supply chain, across the topics:<br>ethics, human and labour rights, health and safety,<br>environment, management systems, and reporting.<br>Applies to all our suppliers. Approved by the Chief<br>Procurement Officer and<br>implemented through the<br>Global Procurement function<br>All<br>Anti-Bribery and Anti-Corruption Global Standard<br>Outlines our key anti-bribery and anti-corruption<br>principles and provides guidance on how to apply<br>our Values.<br>Applies to all our employees, contractors and<br>third parties.<br>Approved, implemented, and<br>reported on to the Board and<br>Audit Committee through our<br>Deputy Chief Compliance<br>Officer<br>Business<br>conduct<br>Promoting our Products Global Standard<br>Key principles pertaining to product promotion at the<br>Company.<br>Applies to all our employees and contract<br>staff engaged in the promotion of our<br>products.<br>Deputy Chief Compliance<br>Officer approves and<br>implements the Standard<br>Business<br>conduct<br>IT Security Policy Framework<br>IT Security Policy, Standards, Standard Operating<br>Procedures and Secure Baseline Configurations,<br>based on the US National Institute of Standards and<br>Technology Cybersecurity Framework, EU NIS2<br>Directive and General Data Protection Regulation.<br>Applies to all information assets and<br>underlying IT and operational technologies<br>and services that we own and/or utilise are<br>covered by the policy, along with all our<br>employees and external/third-party<br>companies and personnel.<br>Chief Information<br>Security Officer<br>Cybersecurity<br>and data<br>privacy<br>Data Privacy Standard<br>Privacy risks, data collection, transparency and<br>consent, data minimisation, legitimacy, accuracy,<br>security, data subject rights and requests, retention,<br>international transfers, third-party access, and<br>marketing and promotional activities.<br>Applies to all entities within the Group, the<br>Company and all our employees and<br>temporary staff who have access to personal<br>data as part of their business activities.<br>Senior Executive Team Data privacy<br>Governance metrics<br>Metric Definitions and calculations (if applicable) Methodology<br>Cybersecurity and data privacy<br>Number of material<br>cybersecurity incidents1<br>A ‘material cybersecurity incident’ is defined as material unauthorised<br>access, disclosure or disruption of information systems of data that<br>significantly impacts the confidentiality, integrity or availability of critical<br>assets, operations, or stakeholders.<br>Data is collected through incident reports,<br>security logs and continuous monitoring<br>tools. Designated cybersecurity and data<br>privacy members are responsible for data<br>collection. Number of material<br>security breaches<br>involving personal data1<br>‘Material security breaches’ refers to material unauthorised access to<br>personal data. A reported breach alone does not constitute a material breach.<br>1 Entity-specific metrics.<br>AstraZeneca Annual Report & Form 20-F Information 2025 219<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Sustainability Statement<br>Governance disclosures
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Additional<br> Information<br>Contents<br>Shareholder information 223<br>Directors’ Report 224<br>Glossary 227<br>Cautionary statement regarding<br>forward-looking statements 228<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Additional Information AstraZeneca Annual Report & Form 20-F Information 2025 222
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This section of the Annual Report contains<br>information for shareholders that is required<br>by regulation in the UK. Further information<br>that may be of use to shareholders is available<br>on the Shareholder information page of our<br>website at www.astrazeneca.com. Additional<br>information required by SEC regulations is<br>included in AstraZeneca’s Form 20-F filing<br>for 2025, which is available on the SEC<br>website at www.sec.gov.<br>Shareholders approved proposals to<br>harmonise AstraZeneca’s equity listing<br>structure at a general meeting of the<br>Company on 3 November 2025. Following<br>implementation of the listing harmonisation<br>on 2 February 2026, the principal markets<br>for trading in AstraZeneca shares are the<br>London Stock Exchange, Nasdaq Stockholm<br>and the New York Stock Exchange. Ordinary<br>Shares of US $0.25 each in AstraZeneca<br>PLC are listed directly on all three exchanges<br>under the stock symbol AZN and the<br>shareholder register is maintained by<br>Computershare Trust Company, N.A., the<br>Company’s transfer agent. Shares trading<br>on the London Stock Exchange are settled<br>in the form of Depositary Interests (DIs)<br>issued by the Company’s DI Depositary,<br>Computershare Investor Services PLC,<br>with each DI representing an entitlement<br>to one Ordinary Share. The DI Depositary<br>maintains a register of DIs which is<br>accessible to AstraZeneca. Shares traded<br>on Nasdaq Stockholm are held through<br>Euroclear Bank SA/NV as custodian for<br>Euroclear Sweden AB, the Swedish<br>Central Securities Depositary.<br>Transfer Agent<br>Computershare Investor Services<br>PO Box 43078<br>Providence, RI 02940-3078<br>USA<br>Tel (general): +1 888 697 8018<br>Tel (outside US): +1 781 575 2844<br>DI Depositary and Corporate<br>Sponsored Nominee (CSN) Provider<br>Computershare Investor Services PLC<br>The Pavilions<br>Bridgwater Road<br>Bristol<br>BS99 6ZY<br>United Kingdom<br>Tel (inside UK): 0370 707 1682<br>Tel (outside UK): +44 (0) 370 707 1682<br>Swedish Central Securities Depositary<br>Euroclear Sweden AB<br>PO Box 191<br>SE-101 23 Stockholm<br>Sweden<br>Tel: +46 (0)8 402 9000<br>Annual General Meeting (AGM)<br>The 2026 AGM will be held on 9 April 2026<br>and further details will be set out in the<br>Notice of AGM.<br>Dividends<br>A first interim dividend is normally announced<br>in July/August and paid in September and<br>a second interim dividend is normally<br>announced in February and paid in March.<br>Dividends are paid in GBP, SEK and USD,<br>depending on where the eligible shares are<br>listed. Dates for the second interim dividend<br>for 2025 are shown below.<br>Event Date<br>Second interim dividend<br>for 2025<br>Ex-dividend date<br>(for shares traded on the<br>London Stock Exchange<br>or Nasdaq Stockholm)<br>19 February 2026<br>Ex-dividend date<br>(for shares traded<br>on the New York<br>Stock Exchange)<br>20 February 2026<br>Record date 20 February 2026<br>Payment date 23 March 2026<br>Other dates, including expected<br>announcement dates, are available in<br>the Investors section of our website,<br>www.astrazeneca.com.<br>The completion of cross-border movements<br>of shares by intermediaries between the<br>London Stock Exchange, Nasdaq Stockholm<br>and the New York Stock Exchange is subject<br>to the receiving broker identifying and<br>confirming such movements. Where a<br>cross-border movement of shares is<br>initiated but not completed by the relevant<br>dividend record date, the dividend in respect<br>of those shares will be received in the<br>originating market on the relevant dividend<br>payment date.<br>Related party transactions<br>During the period 1 January 2026 to<br>31 January 2026, there were no transactions,<br>loans, or proposed transactions between the<br>Company and any related parties which were<br>material to either the Company or the related<br>party, or which were unusual in their nature<br>or conditions (see also Note 31 to the<br>Financial Statements on page 191).<br>Conflicts of interest<br>The Articles of Association of the Company<br>enable the Directors to authorise any<br>situation in which a Director has an interest<br>that conflicts or has the potential to conflict<br>with the Company’s interests and which<br>would otherwise be a breach of the Director’s<br>duty, under section 175 of the Companies<br>Act 2006. The Board has a formal system<br>in place for Directors to declare such<br>situations to be considered for authorisation<br>by those Directors who have no interest in<br>the matter being considered.<br>In deciding whether to authorise a situation,<br>the non-conflicted Directors must act in the<br>way they consider, in good faith, would be<br>most likely to promote the success of the<br>Company, and they may impose limits or<br>conditions when giving the authorisation,<br>or subsequently, if they think this is<br>appropriate. Situations considered by the<br>Board and authorisations given are recorded<br>in the Board minutes and in a register<br>of conflicts maintained by the Company<br>Secretary and are reviewed annually<br>by the Board. The Board believes that<br>this system operates effectively.<br>Shareholder fraud warning<br>Shareholders of AstraZeneca and many<br>other companies have reported receiving<br>unsolicited calls and correspondence<br>relating to their shareholdings and<br>investment matters. Shareholders are<br>advised to be very cautious of any<br>unsolicited approaches and to note that<br>reputable firms authorised by the Financial<br>Conduct Authority (FCA) are very unlikely<br>to make such approaches. Such approaches<br>are likely to be part of a ‘boiler room scam’<br>attempting to defraud shareholders.<br>Shareholders are advised to familiarise<br>themselves with the information on<br>scams available on the FCA website,<br>www.fca.org.uk/consumers and with<br>the FAQs in the Investors section of our<br>website, www.astrazeneca.com.<br>Any suspected scams or fraudulent<br>approaches should be reported to the<br>FCA via its website and to AstraZeneca’s<br>DI Depositary and CSN Provider contact<br>listed on this page.<br> For more information on<br>dividends declared, see the<br>Shareholder information<br>section of our website,<br>www.astrazeneca.com.<br>AstraZeneca Annual Report & Form 20-F Information 2025 223<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Shareholder information<br>Shareholder information
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The Directors’ Report includes information<br>required to be given in accordance with the<br>Companies Act 2006.<br>Relevant information below, which is<br>contained elsewhere in the Annual Report,<br>is incorporated by cross reference herein.<br>Subsidiaries and principal activities<br>The Company is the holding company for<br>a group of subsidiaries whose principal<br>activities are described in this Annual Report.<br>The Group’s subsidiaries and their locations<br>are set out in Group Subsidiaries and<br>Holdings in the Financial Statements<br>from page 192.<br>Branches and countries in which the<br>Group conducts business<br>In accordance with the Companies Act<br>2006, we disclose below countries of our<br>representative, scientific or branch offices<br>outside of the UK, established through<br>various subsidiaries of the Company:<br>Algeria, Angola, China, Costa Rica, Cuba,<br>Denmark, Egypt, Georgia, Ghana, Jordan,<br>Lebanon, Norway, Portugal, Romania,<br>Russia, Saudi Arabia, Slovakia, Slovenia,<br>Switzerland, Syria, Ukraine, United Arab<br>Emirates, the US and Vietnam.<br>Disclosure of information to auditors<br>The Directors who held office at the date<br>of approval of this Annual Report confirm<br>that, so far as they are each aware, there<br>is no relevant audit information of which the<br>Company’s auditors are unaware; and each<br>Director has taken all the steps that he or<br>she ought to have taken as a Director<br>to make himself or herself aware of any<br>relevant audit information and to establish<br>that the Company’s auditors are aware<br>of that information.<br>Going concern accounting basis<br>Information on the business environment<br>in which AstraZeneca operates, including<br>the factors underpinning the industry’s<br>future growth prospects, is included in the<br>Strategic Report. Details of the product<br>portfolio of the Group are contained in the<br>Strategic Report (in the Therapy Area Review<br>from page 12). For information on patent<br>expiry dates for key marketed products,<br>see the Patent Expiries of Key Marketed<br>Products Supplement on our website,<br>www.astrazeneca.com/annualreport2025.<br>Our approach to product development is<br>covered in detail, with additional information<br>by therapy area, in the Strategic Report.<br>For information on our development<br>pipeline, see the Development<br>Pipeline Supplement on our website,<br>www.astrazeneca.com/annualreport2025.<br>The financial position of the Group, its cash<br>flows, liquidity position and borrowing<br>facilities are described in the Financial<br>Review from page 50. In addition, Note 28<br>to the Financial Statements from page 171<br>includes the Group’s objectives, policies and<br>processes for: managing capital; financial<br>risk management objectives; details of its<br>financial instruments and hedging activities;<br>and its exposures to credit, market and<br>liquidity risk. Further details of the Group’s<br>cash balances and borrowings are included<br>in Notes 18 and 19 to the Financial<br>Statements on pages 156 to 158.<br>Having assessed the Principal Risks and<br>other matters considered in connection<br>with the Viability Statement on page 46, the<br>Board considers it appropriate to adopt the<br>going concern basis of accounting in preparing<br>the Annual Report and Financial Statements.<br>Shares<br>A shareholders’ resolution was passed at<br>the 2025 AGM authorising the Company to<br>purchase its own shares. The Company did<br>not purchase any of its own shares in 2025.<br>On 31 December 2025, the Company did<br>not hold any shares in treasury.<br>Rights, preferences and restrictions<br>attaching to shares<br>As at 31 December 2025, the Company had<br>1,550,907,927 Ordinary Shares and 50,000<br>Redeemable Preference Shares in issue.<br>The Ordinary Shares represent 99.98% and<br>the Redeemable Preference Shares represent<br>0.02% of the Company’s total share capital<br>(these percentages have been calculated by<br>reference to the 8am WM/Reuters USD/GBP<br>exchange rate on 31 December 2025).<br>As agreed by the shareholders at the<br>Company’s AGM held on 29 April 2010, the<br>Articles of Association of the Company were<br>amended with immediate effect to remove<br>the requirement for the Company to have<br>an authorised share capital, the concept of<br>which was abolished under the Companies<br>Act 2006. The rights and restrictions<br>attaching to the shares (in addition to<br>those imposed by law) are set out in the<br>Company’s Articles. Each Ordinary Share<br>carries the right to vote at general meetings<br>of the Company, subject to certain temporary<br>limitations applicable to AstraZeneca shares<br>held through a temporary holding facility<br>on behalf of persons resident in certain<br>jurisdictions who were certificated holders<br>of AstraZeneca shares or registered holders<br>of AstraZeneca ADRs prior to implementation<br>of the Company’s listing harmonisation.<br>The rights and restrictions attaching to<br>the Redeemable Preference Shares differ<br>from those attaching to Ordinary Shares<br>as follows:<br>• The Redeemable Preference Shares<br>carry no rights to receive dividends.<br>• The holders of Redeemable Preference<br>Shares have no rights to receive notices<br>of, attend or vote at general meetings,<br>except in certain limited circumstances.<br>They have one vote for every 50,000<br>Redeemable Preference Shares held.<br>• On a distribution of assets of the<br>Company, on a winding-up or other return<br>of capital (subject to certain exceptions),<br>the holders of Redeemable Preference<br>Shares have priority over the holders of<br>Ordinary Shares to receive the capital<br>paid up on those shares.<br>• Subject to the provisions of the<br>Companies Act 2006, the Company<br>has the right to redeem the Redeemable<br>Preference Shares at any time on giving<br>not less than seven days’ written notice.<br>There are no specific restrictions on the<br>transfer of shares in the Company, which<br>is governed by the Articles and prevailing<br>legislation.<br>The Company is not aware of any agreements<br>between holders of shares that may result<br>in restrictions on the transfer of shares<br>or that may result in restrictions on voting<br>rights. The Company is also not aware of<br>any arrangements under which financial<br>rights are held by a person other than the<br>holder of the shares.<br>Action necessary to change the rights<br>of shareholders<br>In order to vary the rights attached to any<br>class of shares, the consent in writing of<br>the holders of three quarters in nominal<br>value of the issued shares of that class or the<br>sanction of a special resolution passed at a<br>general meeting of such holders is required.<br>Changes in share capital<br>Changes in the Company’s Ordinary Share<br>capital during 2025, including details of the<br>allotment of new shares under the<br>Company’s share plans, are given in Note 24<br>to the Financial Statements from page 169.<br>Employee share trust ownership rights<br>The trustee of the AstraZeneca Employee<br>Benefit Trust (the EBT, the Trustee) will not<br>exercise voting rights attached to shares<br>held in the EBT (Shares). Any decision as<br>to acceptance or rejection of an offer for<br>Shares subject to subsisting awards would<br>be made by the Trustee, having regard to<br>the interests of award holders.<br>There is a further employee benefit trust for<br>the benefit of employees who are residents<br>in Canada (the Canada EBT). The trustees of<br>the Canada EBT will not exercise voting rights<br>attached to shares held in the Canada EBT.<br>AstraZeneca Annual Report & Form 20-F Information 2025 224<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Report<br>Directors’ Report
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Distributions to shareholders –<br>dividends for 2025<br>Details of our distribution policy are set out in<br>the Financial Review from page 50 and Note<br>28 to the Financial Statements from page 171.<br>The Company’s dividend for 2025 of $3.20<br>(236.2 pence, 29.30 SEK) per Ordinary<br>Share is estimated to amount to, in aggregate,<br>a total dividend payment to shareholders<br>of $4,963 million. The AstraZeneca EBT<br>waived its right to receive the dividend on<br>the Ordinary Shares and ADRs it holds.<br>The Canadian EBT waived its right to receive<br>the dividend on the Ordinary Shares it holds.<br>The AstraZeneca Share Trust waived its right<br>to receive the dividend on the Ordinary Shares<br>it holds and instead received nominal dividends.<br>Articles of Association<br>AstraZeneca PLC’s current Articles were<br>adopted by shareholders at a general<br>meeting of the Company held on<br>3 November 2025. Any amendment<br>to the Articles requires the approval of<br>shareholders by a special resolution at<br>a general meeting of the Company, other<br>than Article 40. Article 40 requires<br>resolutions put to the vote of a general<br>meeting to be decided on a poll, for so long<br>as any AstraZeneca shares are held in a<br>settlement system operated by Depository<br>Trust Company (DTC). Article 40 can only be<br>removed, amended or varied by unanimous<br>resolution of the members at a general<br>meeting of the Company.<br>Objects<br>The Company’s objects are unrestricted.<br>Directors<br>The Board has the authority to manage the<br>business of the Company, for example,<br>through powers to allot and repurchase<br>its shares, subject where required to<br>shareholder resolutions. Subject to certain<br>exceptions, Directors do not have power<br>to vote at Board meetings on matters in<br>which they have a material interest.<br>The quorum for meetings of the Board is<br>a majority of the full Board, of whom at<br>least four must be Non-Executive Directors.<br>In the absence of a quorum, the Directors<br>do not have power to determine<br>compensation arrangements for themselves<br>or any member of the Board.<br>The Board may exercise all the powers of<br>the Company to borrow money. Variation<br>of these borrowing powers would require<br>the passing of a special resolution of the<br>Company’s shareholders.<br>All Directors must retire from office at the<br>Company’s AGM each year and may present<br>themselves for election or re-election.<br>Directors are not prohibited, upon reaching<br>a particular age, from submitting themselves<br>for election or re-election.<br>General meetings<br>AGMs require 21 clear days’ notice to<br>shareholders. Subject to the Companies<br>Act 2006, other general meetings require<br>14 clear days’ notice.<br>For all general meetings, a quorum of two<br>shareholders present in person or by proxy,<br>and entitled to vote on the business<br>transacted, is required unless each of the<br>two persons present is a corporate<br>representative of the same corporation,<br>or each of the two persons present is<br>a proxy of the same shareholder.<br>Shareholders and their duly appointed<br>proxies and corporate representatives are<br>entitled to be admitted to general meetings.<br>Limitations on the rights to own shares<br>There are no limitations on the rights to<br>own shares.<br>Major shareholdings<br>At 31 December 2025, the following persons had disclosed an interest in the issued Ordinary Share capital of the Company in accordance<br>with the requirements of rules 5.1.2 or 5.1.5 of the UK Financial Conduct Authority’s (FCA) Disclosure Guidance and Transparency Rules.<br>Changes in the percentage ownerships disclosed by major shareholders are set out below. Major shareholders do not have different<br>voting rights.<br>Number of Ordinary Shares disclosed as a percentage of issued share capital at:<br>Shareholder<br>Date of the latest<br> disclosure to<br>the Company1<br>Number of<br>Ordinary Shares<br>disclosed<br>The date of<br>the latest<br>disclosure to<br>the Company<br>31 December<br>2023<br>31 December<br>2024<br>31 December<br>2025<br>31 January<br>2026<br>BlackRock, Inc. 4 December 2009 100,885,181 6.96 6.51 6.51 6.50 6.50<br>Investor AB 3 April 2019 51,587,810 3.93 3.33 3.33 3.33 3.33<br>The Capital Group Companies, Inc. 3 December 2025 77,125,348 4.97 4.12 4.11 4.97 4.97<br>Wellington Management Group LLP2 21 July 2020 65,120,892 4.96 4.20 4.20 4.20 4.20<br>Wellington Management Company LLP2 21 July 2020 65,118,411 4.96 4.20 4.20 4.20 4.20<br>1 Since the date of disclosure to the Company, the interest of any person listed above in Ordinary Shares may have increased or decreased. No requirement to notify the Company of<br>any increase or decrease arises unless the holding passes a notifiable threshold in accordance with rules 5.1.2 or 5.1.5 of the UK FCA’s Disclosure Guidance and Transparency Rules. 2 The Company was notified at the time of the disclosure that Wellington Management Company LLP was a subsidiary of Wellington Management Group LLP and that the shareholding<br>percentage notified by Wellington Management Company LLP was included within the aggregate shareholding percentage notified by Wellington Management Group LLP.<br>The Company has not been notified of any other person holding a notifiable interest in the issued Ordinary Share capital of the Company.<br>No changes to major shareholdings were disclosed to the Company between 31 December 2025 and 31 January 2026.<br>So far as the Company is aware, it is neither directly nor indirectly owned or controlled by one or more corporations or by any government.<br>The Company does not know of any arrangements, the operation of which might result in a change in the control of the Company.<br>AstraZeneca Annual Report & Form 20-F Information 2025 225<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Report
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2026 AGM, similar to that passed at the 2025<br>AGM, to authorise the Company and its<br>subsidiaries to:<br>• Make donations to political parties<br>or independent election candidates.<br>• Make donations to political organisations<br>other than political parties.<br>• Incur political expenditure, up to<br>an aggregate limit of $250,000.<br>Corporate political contributions in the US<br>are permitted in defined circumstances<br>under the First Amendment of the US<br>Constitution and are subject to both federal<br>and state laws and regulations. In 2025,<br>the Group’s US legal entities made<br>contributions amounting in aggregate to<br>$1,104,925 (2024: $1,156,800) to national<br>political organisations, state-level political<br>committees, candidate campaign<br>committees or other entities. Corporate<br>political contributions were made in<br>accordance with all applicable US federal<br>and state laws. We publicly disclose details<br>of our corporate US political contributions,<br>which can be found on our website,<br>www.astrazeneca-us.com.<br>The annual corporate contributions budget<br>is reviewed and approved by the US VP,<br>Corporate Affairs and the President of our<br>US business to ensure robust governance<br>and oversight. US citizens or individuals<br>holding valid green cards exercised decision<br>making over the contributions and the funds<br>were not provided or reimbursed by any<br>non-US legal entity. Such contributions do<br>not constitute political donations or political<br>expenditure for the purposes of the<br>Companies Act 2006 and were made<br>without any involvement of persons or<br>entities outside the US.<br>Significant agreements<br>There are no significant agreements to<br>which the Company is a party that take<br>effect, alter or terminate on a change of<br>control of the Company following a takeover<br>bid. There are no persons with whom we<br>have contractual or other arrangements, who<br>are deemed by the Directors to be essential<br>to our business.<br>Use of financial instruments<br>The Notes to the Financial Statements,<br>including Note 28 from page 171, include<br>further information on our use of financial<br>instruments.<br>Insurance and indemnities<br>The Company maintained directors’ and<br>officers’ liability insurance cover throughout<br>2025. The Directors are also able to obtain<br>independent legal advice at the expense of<br>the Company, as necessary, in their capacity<br>as Directors.<br>Since 2006, the Company has entered into<br>a deed of indemnity in favour of each Board<br>member. These deeds of indemnity are still<br>in force and provide that the Company shall<br>indemnify the Directors to the fullest extent<br>permitted by law and the Articles, in respect<br>of all losses arising out of, or in connection<br>with, the execution of their powers, duties<br>and responsibilities as Directors of the<br>Company or any of its subsidiaries. This<br>is in line with current market practice and<br>helps us attract and retain high-quality,<br>skilled Directors.<br>Compliance requirements under<br>UK Listing Rule 6.6.1<br>The only matter to report is the shareholder<br>waiver of dividends on page 225.<br>Directors’ Report<br>The Directors’ Report, which has been<br>prepared in accordance with the<br>requirements of the Companies Act 2006,<br>comprises the following sections:<br>• Chair’s Statement<br>• Chief Executive Officer’s Review<br>• Therapy Area Review<br>• Business Review<br>• Risk Overview<br>• Financial Review: Financial risk<br>management<br>• Corporate Governance: including the<br>Corporate Governance Overview,<br>Corporate Governance Report,<br>Nomination and Governance Committee<br>Report, Science Committee Report,<br>Sustainability Committee Report and<br>Audit Committee Report<br>• Directors’ responsibility statement<br>• Sustainability Statement<br>• Shareholder information<br>and has been approved by the Board<br>and signed on its behalf.<br>On behalf of the Board<br>M S Bowden<br>Company Secretary<br>10 February 2026<br>Stakeholder engagement<br>The discussion on stakeholder engagement<br>and the impact of these interactions is<br>contained in Connecting with our stakeholders<br>from page 74 and throughout the Strategic<br>Report. This includes engagement with our<br>employees, suppliers and other stakeholders,<br>as well as the impact of our operations on<br>the community and environment.<br>Information on how we encourage employee<br>involvement in the Company’s performance<br>is set out in People and Sustainability from<br>page 38. Details of some of the employee<br>share plans are described in the Directors’<br>Remuneration Report from page 90, and in<br>Note 29 to the Financial Statements from<br>page 178. All employees are provided with<br>information on matters of concern to them<br>through regular meetings and updates on<br>the Group’s internal communication platform.<br>‘Townhall’ meetings and Q&A sessions are<br>hosted regularly by members of senior<br>management, including global and targeted<br>broadcasts. During 2025, these broadcasts<br>provided updates on the business, including<br>pipeline developments and strategic<br>initiatives, as well as the Group’s response<br>to global issues. In addition, information<br>about the Group’s quarterly results and<br>key regulatory matters are shared with<br>employees. These updates inform<br>employees of the financial and economic<br>factors which affect the performance<br>of the Group.<br>Political donations<br>Neither the Company nor its subsidiaries<br>made any EU or UK political donations or<br>incurred any EU or UK political expenditure<br>in 2025 and they do not intend to do so in<br>the future in respect of which shareholder<br>authority is required, or for which disclosure<br>in this Annual Report is required, under the<br>Companies Act 2006. However, to enable<br>the Company and its subsidiaries to continue<br>to support interest groups or lobbying<br>organisations concerned with the review<br>of government policy or law reform without<br>inadvertently breaching the Companies Act<br>2006, which defines political donations and<br>other political expenditure in broad terms,<br>a resolution will be put to shareholders at the<br> For more information on<br>dividend distributions and the<br>AGM, see page 223.<br>For more information on the<br>Directors, see Board of<br>Directors on pages 68 and 69.<br>AstraZeneca Annual Report & Form 20-F Information 2025 226<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Directors’ Report<br>Directors’ Report continued
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US equivalents<br>Terms used in this Annual Report US equivalent or brief description<br>Accruals Accrued expenses<br>Called-up share capital Issued share capital<br>Earnings Net income<br>Employee share schemes Employee stock benefit plans<br>Fixed asset investments Non-current investments<br>Freehold Ownership with absolute rights in perpetuity<br>Loans Long-term debt<br>Prepayments Prepaid expenses<br>Profit Income<br>Share premium account Additional paid-in capital or paid-in surplus (not distributable)<br>Short-term investments Redeemable securities and short-term deposits<br>Trade payables Accounts payable<br>Trade receivables Accounts receivable<br>Orphan Drug – a drug that has been approved for use in a relatively<br>low-incidence indication (an orphan indication) and has been<br>rewarded with a period of market exclusivity; the period of exclusivity<br>and the available orphan indications vary between markets.<br>OS – overall survival.<br>PAAGR – post Alexion Acquisition Group Review.<br>Paediatric Exclusivity – in the US, a six-month period of exclusivity<br>to market a drug which is awarded by the FDA in return for certain<br>paediatric clinical studies using that drug. This six-month period<br>runs from the date of relevant patent expiry. Analogous provisions<br>are available in certain other territories (such as European<br>Supplementary Protection Certificate paediatric extensions).<br>PFS – progression-free survival. The length of time during and<br>after the treatment of a disease, such as cancer, that a patient<br>lives with the disease without it getting worse.<br>pMDI – pressurised metered-dose inhaler.<br>primary care – general healthcare provided by physicians who<br>ordinarily have first contact with patients and who may have<br>continuing care for them.<br>R&I – Respiratory & Immunology.<br>rare disease – the EU defines a disease or condition as rare if it<br>affects fewer than 1 in 2,000 people within the general population<br>and in the US, the Orphan Drug Act defines a rare disease as a<br>disease or condition that affects less than 200,000 people in<br>the US.<br>RoW – rest of world.<br>SBTi/s – Science Based Targets initiative/science-based targets.<br>SEC – the US Securities and Exchange Commission, the<br>governmental agency that regulates the US securities industry<br>and stock markets.<br>SET – Senior Executive Team.<br>specialty care – specific healthcare provided by medical<br>specialists who do not generally have first contact with patients.<br>SoC – standard of care. Treatment that is accepted by medical<br>experts as a proper treatment for a certain type of disease and<br>that is widely used by healthcare professionals.<br>TSR – total shareholder return, being the total return on a share<br>over a period of time, including dividends reinvested.<br>V&I – Vaccines & Immune Therapies.<br>The following abbreviations and expressions have the meanings<br>given below when used in this Annual Report:<br>ADRs/ADSs – American Depositary Receipts/American<br>Depositary Shares.<br>API – active pharmaceutical ingredient.<br>Articles – the Articles of Association of the Company.<br>biologic(s) or biologic medicine(s) – a class of drugs that<br>are produced in living cells.<br>CER – constant exchange rates.<br>Company or Parent Company – AstraZeneca PLC (formerly<br>Zeneca Group PLC (Zeneca)).<br>CVRM – Cardiovascular, Renal & Metabolism.<br>DTR – UK Disclosure Guidance and Transparency Rules.<br>EFPIA – European Federation of Pharmaceutical Industries<br>and Associations.<br>EMA – European Medicines Agency.<br>F-gas – fluorinated greenhouse gases include: hydrofluorocarbons<br>(HFCs), perfluorocarbons (PFCs) and sulphur hexafluoride (SF6).<br>FDA – the US Food and Drug Administration, which is part of the<br>US Department of Health and Human Services Agency, which is<br>the regulatory authority for all pharmaceuticals (including biologics<br>and vaccines) and medical devices in the US.<br>FRC – the UK Financial Reporting Council.<br>GAAP – Generally Accepted Accounting Principles.<br>GIA – the Group’s Internal Audit function.<br>Group – AstraZeneca PLC and its subsidiaries.<br>GWP – Global Warming Potential.<br>IAS – International Accounting Standards.<br>IASB – International Accounting Standards Board.<br>IFRS – International Financial Reporting Standards or International<br>Financial Reporting Standard, as the context requires.<br>LCM – significant life-cycle management projects (as determined<br>by potential revenue generation), or line extensions.<br>mAb – monoclonal antibody, a biologic that is specific, meaning<br>it binds to and modulates one particular antigen.<br>major market – US, Europe, Japan and China.<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Glossary AstraZeneca Annual Report & Form 20-F Information 2025 227<br>Glossary
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• the risk of failure to maintain supply<br>of compliant, quality medicines<br>• the risk of illegal trade in our<br>Group’s medicines<br>• the risk of reliance on third-party<br>goods and services<br>• the risk of failure in IT or cybersecurity<br>• the risk of failure of critical processes<br>• the risk of failure to collect and manage<br>data and AI in line with legal and<br>regulatory requirements and<br>strategic objectives<br>• the risk of failure to attract, develop,<br>engage and retain a diverse, talented<br>and capable workforce<br>• the risk of failure to meet our sustainability<br>targets, regulatory requirements or<br>stakeholder expectations with respect<br>to the environment<br>• the risk of failure to meet regulatory<br>and ethical expectations on commercial<br>practices, including anti-bribery/<br>anti-corruption, anti-fraud and<br>scientific exchanges<br>• the risk of the safety and efficacy of<br>marketed medicines being questioned<br>• the risk of adverse outcome of litigation<br>and/or governmental investigations<br>• intellectual property-related risks to<br>the Group’s products<br>• the risk of failure to achieve strategic<br>plans or meet targets or expectations<br>• the risk of geopolitical and/or<br>macroeconomic volatility disrupting<br>the operation of our global business<br>• the risk of failure in internal control,<br>financial reporting or the occurrence<br>of fraud<br>• the risk of unexpected deterioration<br>in the Group’s financial position.<br>Certain of these factors are discussed in<br>more detail, without limitation, in the Risk<br>Supplement available on our website,<br>www.astrazeneca.com/annualreport2025,<br>and reproduced in AstraZeneca’s Form 20-F<br>filing for 2025, available on the SEC website<br>www.sec.gov. Nothing in this Annual Report<br>should be construed as a profit forecast.<br>Inclusion of Reported performance,<br>Core financial measures and constant<br>exchange rate growth rates<br>AstraZeneca’s determination of non-GAAP<br>measures, together with our presentation<br>of them within our financial information,<br>may differ from similarly titled non-GAAP<br>measures of other companies.<br>Statements of competitive position,<br>growth rates and sales<br>In this Annual Report, except as otherwise<br>stated, market information regarding the<br>position of our business or products relative<br>to its or their competition is based upon<br>published statistical sales data for the<br>12 months ended 30 September 2025<br>obtained from IQVIA, a leading supplier<br>of statistical data to the pharmaceutical<br>industry. Except as otherwise stated, these<br>market share and industry data from IQVIA<br>have been derived by comparing our sales<br>revenue with competitors’ and total market<br>sales revenues for that period, and except<br>as otherwise stated, growth rates are given<br>at CER. For the purposes of this Annual<br>Report, unless otherwise stated, references<br>to the world pharmaceutical market or similar<br>phrases are to the 63 countries contained<br>in the IQVIA database, which amounted to<br>approximately 85% (in value) of the countries<br>audited by IQVIA.<br>Information on websites<br>Information on or accessible through<br>AstraZeneca websites (including<br>www.astrazeneca.com and any websites<br>referenced in this Annual Report) or any<br>external/third-party websites does not<br>form part of and is not incorporated into<br>this Annual Report.<br>Cautionary statement regarding<br>forward‑looking statements<br>The purpose of this Annual Report is to<br>provide information to the members of the<br>Company. The Company and its Directors,<br>employees, agents and advisers do not<br>accept or assume responsibility for any other<br>person to whom this Annual Report is shown<br>or into whose hands it may come and any<br>such responsibility or liability is expressly<br>disclaimed. In order, among other things, to<br>utilise the ‘safe harbour’ provisions of the US<br>Private Securities Litigation Reform Act of<br>1995 and the UK Companies Act 2006,<br>we are providing the following cautionary<br>statement:<br>This Annual Report contains certain<br>forward-looking statements with respect to<br>the operations, performance and financial<br>condition of the Group, including, among<br>other things, statements about expected<br>revenues, margins, earnings per share or<br>other financial or other measures. Forward-looking statements are statements relating<br>to the future which are based on information<br>available at the time such statements are<br>made, including information relating to risks<br>and uncertainties. Although we believe that<br>the forward-looking statements in this<br>Annual Report are based on reasonable<br>assumptions, the matters discussed in the<br>forward-looking statements may be<br>influenced by factors that could cause<br>actual outcomes and results to be materially<br>different from those predicted. The<br>forward-looking statements reflect<br>knowledge and information available at the<br>date of the preparation of this Annual Report<br>and the Company undertakes no obligation<br>to update these forward-looking statements.<br>We identify the forward-looking statements<br>by using the words ‘anticipates’, ‘believes’,<br>‘expects’, ‘intends’ and similar expressions<br>in such statements. Important factors that<br>could cause actual results to differ materially<br>from those contained in forward-looking<br>statements, certain of which are beyond<br>our control, include, among other things:<br>• the risk of failure or delay in delivery<br>of pipeline or launch of new medicines<br>• the risk of failure to meet regulatory<br>or ethical requirements for medicine<br>development or approval<br>• the risk of failures or delays in the<br>quality or execution of the Group’s<br>commercial strategies<br>• the risk of pricing, affordability, access<br>and competitive pressures<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Important information for readers of this Annual Report AstraZeneca Annual Report & Form 20-F Information 2025 228<br>Important information for readers of this Annual Report
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Consultancy, design<br>and production by<br>Design Bridge and Partners<br>www.designbridge.com<br>Board photography<br>Igor Emmerich<br>Marcus Lyon<br>Alex Telfer<br>This Annual Report is printed on<br>Revive Silk 100 paper, manufactured<br>from FSC® Recycled certified fibre<br>derived from 100% pre- and<br>post-consumer waste and Carbon<br>Balanced with the World Land Trust.<br>Printed in the UK by Pureprint using<br>its pureprint® environmental printing<br>technology, and vegetable inks were<br>used throughout. Pureprint is a<br>CarbonNeutral® company. Both the<br>manufacturing mill and the printer<br>are registered to the Environmental<br>Management System ISO14001 and<br>are FSC® chain-of-custody certified.
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Registered office and<br>corporate headquarters<br>AstraZeneca PLC<br>1 Francis Crick Avenue<br>Cambridge Biomedical Campus<br>Cambridge CB2 0AA<br>UK<br>Tel: +44 (0)20 3749 5000<br> This Annual Report is also available on our website,<br>www.astrazeneca.com/annualreport2025
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Exhibit 15.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (No. 333-278067), and Form S-8 (No. 333-293157; No. 333-277197; No. 333-240298; No. 333-226830; No. 333-216901; No. 333-170381; No. 333-152767; No. 333-124689; and No. 333-09062) of AstraZeneca PLC of our report dated 10 February 2026 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F.

/s/ PricewaterhouseCoopers LLP

London, United Kingdom

24 February 2026

www.pwc.com

PricewaterhouseCoopers LLP, 1 Embankment Place, London, WC2N 6RH +44 (0) 2075 835 000 PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Conduct Authority for designated investment business and the Solicitors Regulation Authority for the provision of regulated legal services.

Exhibit 15.3

83 Wooster Heights Road<br>Danbury, Connecticut 06810<br>iqvia.com<br>February 24, 2026<br>AstraZeneca PLC<br>Legal & Secretary’s Department<br>1 Francis Crick Avenue<br>Cambridge Biomedical Campus<br>Cambridge CB2 0AA<br>Dear Ladies and Gentlemen:<br>IQVIA DATA DISCLOSURE FOR ANNUAL REPORT AND FORM 20-F INFORMATION 2025<br>In connection with the anticipated filing by AstraZeneca PLC (“AstraZeneca”) of a Form 20-F with the U.S.<br>Securities and Exchange Commission, IQVIA Inc. (“IQVIA”) hereby authorizes AstraZeneca to refer to IQVIA<br>and certain pharmaceutical industry data derived by IQVIA, as identified (highlighted in green) on the<br>pages annexed hereto as Annex A, which are a selection of pages from AstraZeneca’s Annual Report and<br>Form 20-F Information for the fiscal year ended December 31, 2025 (the “Annual Report”), each of which is<br>incorporated by reference in the registration statement No. 333-278067 for AstraZeneca on Form F-3, and in<br>the registration statements No. 333-293157; No. 333-277197, No. 333-240298, No. 333-226830, No. 333-<br>216901, No. 333-170381, No. 333-1 52767, No. 333-124689 and No. 333-09062 on Form S-8 for AstraZeneca.<br>IQVIA’s authorization is subject to AstraZeneca’s acknowledgement and agreement that:<br>1) IQVIA has not undertaken an independent review of the information disclosed in the Annual Report or<br>the Form 20-F other than to discuss its observations as to the accuracy of the information relating to<br>IQVIA and certain pharmaceutical industry data derived by IQVIA;<br>2) AstraZeneca acknowledges and agrees that IQVIA shall not be deemed an “Expert” in respect of<br>AstraZeneca’s securities filings, and AstraZeneca agrees that it shall not characterize IQVIA as such;<br>and<br>3) AstraZeneca accepts full responsibility for the disclosure of all information and data, including that<br>relating to IQVIA, set forth in the Annual Report and Form 20-F as filed with the SEC and agrees to<br>indemnify IQVIA from any third party claims that may arise therefrom.<br>Please indicate your agreement to the foregoing by signing in the space indicated below. Our authorization will<br>not become effective until accepted and agreed by AstraZeneca.
Very truly yours,<br>/s/ Matthew Gilmartin<br>Name: Matthew Gilmartin<br>Title: SVP, Deputy General Counsel<br>ACCEPTED AND AGREED<br>This 24 day of February 2026<br>AstraZeneca PLC<br>/s/ Matthew Bowden<br>Name: Matthew Bowden<br>Title: Company Secretary
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Annex A<br>(See attached)
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The external environment presents both<br>challenges and opportunities that require<br>us to adapt, innovate and build trust.<br>A growing pharmaceutical sector<br>The pharmaceutical sector continues to grow against a backdrop<br>of increasing demand for healthcare. Global healthcare spending<br>is projected to increase at an annual rate of 7.1% from 2025 to 2029.<br>Healthcare in a Changing World<br>Global trends<br>Shifting economic power<br>Economic power is shifting from the G7 to<br>the largest emerging markets, such as China<br>and countries with large populations, including<br>India and Indonesia, altering global economic<br>dynamics and creating new opportunities<br>and challenges. For example, the G7 comprised<br>some 65% of global GDP in 2000 which<br>is expected to drop to less than one third<br>by 2050.<br>Global instability<br>Continuing geopolitical tensions and shifting<br>alliances are creating a more volatile global<br>landscape, impacting international relations<br>and stability. This includes the rise of<br>economic nationalism, sustained strategic<br>rivalry between the US and China, as well<br>as conflicts, such as the war in Ukraine,<br>and ‘grey zone’ conflict – the contested<br>arena between routine diplomacy and<br>open warfare.<br>Changing populations<br>The UN predicts the global population will<br>reach 9.7 billion by 2050. Key trends include<br>continued urbanisation, falling birth rates in<br>many countries, notably South Korea, Japan<br>and within Western Europe, and an ageing<br>population, with those aged 65 and older set<br>to triple by 2100. Furthermore, the ratio of<br>retirees to workers will rise dramatically as<br>the share of younger people declines, putting<br>structural pressure on pay-as-you-go pensions<br>and on health and long-term care financing.<br>Population growth is also becoming more<br>concentrated, with much of the growth<br>coming from Africa and South Asia. <1/3<br>The G7’s share of global GDP fell from<br>roughly two thirds (~65%) in 2000 to about<br>half today, and is projected to shrink to<br>less than one third by 2050.<br>(Source: Global Trade Outlook, February 2023)<br>9.7 billion<br>The UN predicts the global population<br>will reach about 9.7 billion by 2050.<br>(Source: United Nations)<br>10.0%<br>Global pharmaceutical sales<br>grew by 10.0% in 2025<br>(Source: IQVIA, IQVIA Midas Quantum Q3 2025)<br> These risks are explored<br>further in the Risk Overview<br>from page 47 and Accessible<br>and affordable healthcare<br>from page 41.<br>Against the background of broad structural trends, the pharmaceutical sector is navigating<br>economic challenges and political uncertainty as well as the impacts of social changes and<br>the climate crisis. Rapidly-advancing technologies offer both risks and benefits, while<br>successful organisations are building trust with stakeholders.<br>AstraZeneca Annual Report & Form 20-F Information 2025 6<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Healthcare in a Changing World
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Key marketed products<br>Product Disease Total Revenue Commentary<br>Cardiovascular, Renal & Metabolism (CVRM)<br>Farxiga/Forxiga<br>(dapagliflozin)<br>Type 2 diabetes (T2D)<br>Heart failure (HF)<br>Chronic kidney disease<br>(CKD)<br>$8,492m,<br>up 10%<br>(9% at CER)<br>Retained its position as the number one SGLT2 inhibitor worldwide by volume, driven by broad guideline<br>support and continued uptake across HF and CKD. Approved in 126 countries, with sustained global growth<br>supported by expanding use across the cardio-renal-metabolic spectrum.<br>Crestor<br>(rosuvastatin calcium)<br>Dyslipidaemia<br>Hyper-cholesterolaemia<br>$1,218m,<br>up 5%<br>(6% at CER)<br>Continued to serve as a widely used therapy in lipid management, with demand supported by its broad<br>global footprint and ongoing need for effective LDL-C lowering. Approved in 91 countries.<br>Brilinta/Brilique<br>(ticagrelor)<br>Acute coronary<br>syndromes (ACS)<br>$823m,<br>down 38%<br>(38% at CER)<br>Delivered steady performance in the prevention of atherothrombotic events in adult patients with ACS,<br>supported by ongoing adoption of guideline-directed therapies. Approved in more than 124 countries.<br>Continues to play a wider role in secondary prevention of cardiovascular (CV) events.<br>Lokelma<br>(sodium zirconium<br>cyclosilicate)<br>Hyperkalaemia (HK) $698m,<br>up 29%<br>(28% at CER)<br>Delivered strong growth driven by consistently robust demand across all regions, underpinned by rising<br>recognition of HK as a barrier to optimised guideline-directed treatments in CKD and HF. Approved in<br>67 markets, with increasing patient adoption.<br>Seloken/Toprol-XL<br>(metoprolol succinate)<br>Hypertension<br>HF<br>Angina<br>$608m,<br>stable<br>(up 2% at CER)<br>Maintained its position as a beta-blocker for CV disease management across major markets.<br>Performance reflects stable use in hypertension and HF. Approved in 61 countries.<br>Roxadustat Anaemia of CKD $276m,<br>down 18%<br>(18% at CER)<br>Continued to support adult patients requiring treatment for CKD-related anaemia. Performance<br>reflects targeted use in regulated markets.<br>Wainua/Wainzua<br>(eplontersen)<br>Polyneuropathy of<br>hereditary transthyretin-mediated amyloidosis<br>(ATTRv-PN)<br>$212m,<br>up 148%<br>(147% at CER)<br>Approved for the treatment of adult patients with stage one or two ATTRv-PN in 20 countries,<br>including in the US.<br>Respiratory & Immunology (R&I)<br>Symbicort<br>(budesonide/<br>formoterol)<br>Asthma<br>COPD<br>$2,885m,<br>stable<br>(stable at CER)<br> Approved in mild asthma as an anti-inflammatory reliever in 47 countries.<br>Fasenra<br>(benralizumab)<br>Severe eosinophilic<br>asthma (SEA)<br>Eosinophilic<br>granulomatosis with<br>polyangiitis (EGPA)<br>$1,981m,<br>up 17%<br>(16% at CER)<br>Approved as an add-on maintenance treatment for SEA in 83 countries. Approved for EGPA in more<br>than 70 countries.<br>Breztri/Trixeo<br>(budesonide/<br>glycopyrrolate/<br>formoterol)<br>COPD $1,199m,<br>up 23%<br>(22% at CER)<br>Approved in more than 80 countries for the treatment of COPD. Approved for use with the NGP in the UK<br>and in transition in EU countries based on a positive CHMP opinion.<br>Tezspire<br>(tezepelumab)<br>Severe asthma $1,131m,<br>up 65%<br>(64% at CER)<br>Approved in more than 70 countries. In 2025, Tezspire was approved for chronic rhinosinusitis with<br>nasal polyps in the US and EU.<br>Saphnelo<br>(anifrolumab)<br>SLE $686m,<br>up 45%<br>(44% at CER)<br>Approved for the treatment of SLE in more than 70 countries. In 2025, Saphnelo was approved<br>for subcutaneous (self-administration) in the EU.<br>Pulmicort<br>(budesonide)<br>Asthma<br>COPD<br>Croup<br>$518m,<br>down 24%<br>(24% at CER)<br>Approved in more than 115 countries.<br>Airsupra<br>(albuterol/budesonide)<br>Asthma $166m,<br>up 150%<br>(150% at CER)<br>Approved in asthma for the treatment of symptoms and prevention of exacerbations in the US and six<br>other countries.<br>Vaccines & Immune Therapies (V&I)<br>Beyfortus<br>(nirsevimab)<br>RSV $703m,<br>down 3%<br>(3% at CER)<br>Commercialised in collaboration with Sanofi in all territories except the US where Sanofi has full<br>commercial control. Approved in more than 60 countries.<br>Synagis<br>(palivizumab)<br>RSV $292m,<br>down 35%<br>(34% at CER)<br>Available in more than 100 countries outside the US. Sobi holds the US rights.<br>FluMist (live attenuated<br>influenza vaccine)<br>Influenza $272m,<br>up 6%<br>(3% at CER)<br>Approved in the US, EU and other countries. Approved for self-administration in the US. Daiichi Sankyo<br>holds rights to FluMist in Japan.<br> Full details are given in the<br>Development Pipeline and<br>Patent Expiries of Key Marketed<br>Products Supplements on our<br>website, www.astrazeneca.<br>com/annualreport2025.<br>AstraZeneca Annual Report & Form 20-F Information 2025 18<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Therapy Area Review<br>Therapy Area Review	BioPharmaceuticals continued
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• the risk of failure to maintain supply<br>of compliant, quality medicines<br>• the risk of illegal trade in our<br>Group’s medicines<br>• the risk of reliance on third-party<br>goods and services<br>• the risk of failure in IT or cybersecurity<br>• the risk of failure of critical processes<br>• the risk of failure to collect and manage<br>data and AI in line with legal and<br>regulatory requirements and<br>strategic objectives<br>• the risk of failure to attract, develop,<br>engage and retain a diverse, talented<br>and capable workforce<br>• the risk of failure to meet our sustainability<br>targets, regulatory requirements or<br>stakeholder expectations with respect<br>to the environment<br>• the risk of failure to meet regulatory<br>and ethical expectations on commercial<br>practices, including anti-bribery<br>anti-corruption, anti-fraud and<br>scientific exchanges<br>• the risk of the safety and efficacy of<br>marketed medicines being questioned<br>• the risk of adverse outcome of litigation<br>and/or governmental investigations<br>• intellectual property-related risks to<br>the Group’s products<br>• the risk of failure to achieve strategic<br>plans or meet targets or expectations<br>• the risk of geopolitical and/or<br>macroeconomic volatility disrupting<br>the operation of our global business<br>• the risk of failure in internal control,<br>financial reporting or the occurrence<br>of fraud<br>• the risk of unexpected deterioration<br>in the Group’s financial position.<br>Certain of these factors are discussed in<br>more detail, without limitation, in the Risk<br>Supplement available on our website,<br>www.astrazeneca.com/annualreport2025,<br>and reproduced in AstraZeneca’s Form 20-F<br>filing for 2025, available on the SEC website<br>www.sec.gov. Nothing in this Annual Report<br>should be construed as a profit forecast.<br>Inclusion of Reported performance,<br>Core financial measures and constant<br>exchange rate growth rates<br>AstraZeneca’s determination of non-GAAP<br>measures, together with our presentation<br>of them within our financial information,<br>may differ from similarly titled non-GAAP<br>measures of other companies.<br>Statements of competitive position,<br>growth rates and sales<br>In this Annual Report, except as otherwise<br>stated, market information regarding the<br>position of our business or products relative<br>to its or their competition is based upon<br>published statistical sales data for the<br>12 months ended 30 September 2025<br>obtained from IQVIA, a leading supplier<br>of statistical data to the pharmaceutical<br>industry. Except as otherwise stated, these<br>market share and industry data from IQVIA<br>have been derived by comparing our sales<br>revenue with competitors’ and total market<br>sales revenues for that period, and except<br>as otherwise stated, growth rates are given<br>at CER. For the purposes of this Annual<br>Report, unless otherwise stated, references<br>to the world pharmaceutical market or similar<br>phrases are to the 63 countries contained<br>in the IQVIA database, which amounted to<br>approximately 85% (in value) of the countries<br>audited by IQVIA.<br>Information on websites<br>Information on or accessible through<br>AstraZeneca websites (including<br>www.astrazeneca.com and any websites<br>referenced in this Annual Report) or any<br>external/third-party websites does not<br>form part of and is not incorporated into<br>this Annual Report.<br>Cautionary statement regarding<br>forward‑looking statements<br>The purpose of this Annual Report is to<br>provide information to the members of the<br>Company. The Company and its Directors,<br>employees, agents and advisers do not<br>accept or assume responsibility for any other<br>person to whom this Annual Report is shown<br>or into whose hands it may come and any<br>such responsibility or liability is expressly<br>disclaimed. In order, among other things, to<br>utilise the ‘safe harbour’ provisions of the US<br>Private Securities Litigation Reform Act of<br>1995 and the UK Companies Act 2006,<br>we are providing the following cautionary<br>statement:<br>This Annual Report contains certain<br>forward-looking statements with respect to<br>the operations, performance and financial<br>condition of the Group, including, among<br>other things, statements about expected<br>revenues, margins, earnings per share or<br>other financial or other measures. Forward-looking statements are statements relating<br>to the future which are based on information<br>available at the time such statements are<br>made, including information relating to risks<br>and uncertainties. Although we believe that<br>the forward-looking statements in this<br>Annual Report are based on reasonable<br>assumptions, the matters discussed in the<br>forward-looking statements may be<br>influenced by factors that could cause<br>actual outcomes and results to be materially<br>different from those predicted. The<br>forward-looking statements reflect<br>knowledge and information available at the<br>date of the preparation of this Annual Report<br>and the Company undertakes no obligation<br>to update these forward-looking statements.<br>We identify the forward-looking statements<br>by using the words ‘anticipates’, ‘believes’,<br>‘expects’, ‘intends’ and similar expressions<br>in such statements. Important factors that<br>could cause actual results to differ materially<br>from those contained in forward-looking<br>statements, certain of which are beyond<br>our control, include, among other things:<br>• the risk of failure or delay in delivery<br>of pipeline or launch of new medicines<br>• the risk of failure to meet regulatory<br>or ethical requirements for medicine<br>development or approval<br>• the risk of failures or delays in the<br>quality or execution of the Group’s<br>commercial strategies<br>• the risk of pricing, affordability, access<br>and competitive pressures<br>Strategic Report Corporate Governance Financial Statements Sustainability Statement Additional Information<br>Important information for readers of this Annual Report AstraZeneca Annual Report & Form 20-F Information 2025 228<br>Important information for readers of this Annual Report
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Exhibit 15.4

February 24, 2026

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We have read the statements made by AstraZeneca PLC (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 16F of the Annual Report on Form 20-F of AstraZeneca PLC dated February 24, 2026. We agree with the statements concerning our Firm contained therein.

Very truly yours,

/s/ PricewaterhouseCoopers LLP

London, United Kingdom

Attachment

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Following a rigorous process, the Company concluded an audit tender for the Company’s external audit provider. On July 25, 2024, the Company announced that the Audit Committee of the Company has recommended, and the Board of Directors has endorsed, the appointment of KPMG LLP (“KPMG”) as the Company’s external auditor for the fiscal year ending December 31, 2026. A resolution will be put to the shareholders at the 2026 Annual General Meeting to approve this appointment. PricewaterhouseCoopers LLP (“PwC”), who have been the Company’s independent auditor since the year ended December 31, 2017, did continue as the Company’s auditors for the year ending December 31, 2025 and will be dismissed at the conclusion of the Company’s 2026 Annual General Meeting.

Exhibit 17.1

Subsidiary Guarantors and Issuers of Guaranteed Registered Securities

Registered U.S. Bonds	Subsidiary Issuer	Parent Guarantor
1.200% Notes due 2026	AstraZeneca Finance LLC	AstraZeneca PLC
4.800% Notes due 2027	AstraZeneca Finance LLC	AstraZeneca PLC
1.750% Notes due 2028	AstraZeneca Finance LLC	AstraZeneca PLC
4.875% Notes due 2028	AstraZeneca Finance LLC	AstraZeneca PLC
4.850% Notes due 2029	AstraZeneca Finance LLC	AstraZeneca PLC
4.900% Notes due 2030	AstraZeneca Finance LLC	AstraZeneca PLC
2.250% Notes due 2031	AstraZeneca Finance LLC	AstraZeneca PLC
4.900% Notes due 2031	AstraZeneca Finance LLC	AstraZeneca PLC
4.875% Notes due 2033	AstraZeneca Finance LLC	AstraZeneca PLC
5.000% Notes due 2034	AstraZeneca Finance LLC	AstraZeneca PLC

Exhibit 97.1

ANNEX 1

US CLAWBACK POLICY

APPLICABLE TO EXECUTIVE OFFICERS (“Executive Officer Policy”)

1.	Purpose.

The purpose of this Executive Officer Policy is to set out the circumstances under which Executive Officers of AstraZeneca will be required to repay or return certain Excess Awarded Compensation to the Group to comply with the U.S. Clawback Rule and the U.S. Listing Rule.

2.	Recovery of Excess Awarded Compensation.
a)	Recovery of Excess Awarded Compensation. If there is an Accounting Restatement, RemCo shall reasonably promptly determine the amount of any Excess Awarded Compensation for each Executive Officer in connection with such Accounting Restatement and then notify each Executive Officer in writing of the amount of Excess Awarded Compensation and a demand for repayment or return, as applicable.
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b)	Forms of Recovery. RemCo shall determine, in its sole discretion, the method(s) for recovering any Excess Awarded Compensation, which may include: (i) cash reimbursement; (ii) recovery or forfeiture of any gain realised on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; (iii) offsetting the amount from any compensation otherwise owed by AstraZeneca to the Executive Officer; and (iv) cancelling outstanding vested or unvested equity awards. Any reduction, cancellation or forfeiture of any compensation shall be done in compliance with Section 409A of the Internal Revenue Code of 1986, as amended. The Group may not accept less than the amount of Excess Awarded Compensation in satisfaction of an Executive Officer’s obligations.
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c)	Executive Officer’s Failure to Repay. If an Executive Officer fails to repay all Excess Awarded Compensation to the Group when due, AstraZeneca shall take all actions reasonable and appropriate to recover such Excess Awarded Compensation from the Executive Officer (including suing for repayment and/or enforcing such Executive Officer’s obligation to make payment through the reduction or cancellation of outstanding and future compensation). The Executive Officer must reimburse the Group for all expenses reasonably incurred (including legal fees) by the Group in recovering such Excess Awarded Compensation.
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d)	No Indemnification. No member of the Group may indemnify any Executive Officer against: (i) the loss of any Excess Awarded Compensation that is repaid, returned or recovered pursuant to this Executive Officer Policy; or (ii) any claims relating to the AstraZeneca’s enforcement of its rights under this Executive Officer Policy (including, for the avoidance of doubt, any advancement of costs related to such enforcement). Further, no member of the Group may enter into any agreement that exempts any Performance-Based Compensation from the application of this Executive Officer Policy or that waives AstraZeneca’s right to recovery of any Excess Awarded Compensation and this Executive Officer Policy shall supersede any such agreement (whether entered into before, on or after 1 December 2023).
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e)	Exceptions to Recovery. Notwithstanding anything in this Executive Officer Policy to the contrary, AstraZeneca shall not be required to take the actions contemplated by Section b) or c) above if the following conditions are met and RemCo determines that recovery would be impracticable:
i.	The direct expenses paid to a third party to assist in enforcing the Executive Officer Policy against an Executive Officer would exceed the amount to be recovered, after AstraZeneca has made a reasonable attempt to recover the applicable Excess Awarded Compensation, and RemCo has documented such attempt(s) and provided such documentation to the U.S. Exchange; or
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ii.	Recovery would violate the home country law of AstraZeneca, where that law was adopted prior to 28 November 2022, provided that, before determining that it would be impracticable to recover any amount of Excess Awarded Compensation based on violation of home country law, AstraZeneca has obtained an opinion of home country counsel, acceptable to the U.S. Exchange, that recovery would result in such a violation and a copy of the opinion is provided to the U.S. Exchange; or
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iii.	Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of any member of the Group, to fail to meet the U.S. requirements of 26 U.S.C 401(a)(13), and the regulations thereunder, or 26 U.S.C. 411(a), and the regulations thereunder.
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3.	Amendment and Termination.
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No amendment or termination of this Executive Officer Policy shall be effective if such amendment or termination would (after taking into account any actions taken by AstraZeneca contemporaneously with such amendment or termination) cause AstraZeneca to violate any U.S. federal securities laws (including the U.S. Clawback Rule), the SEC rule or the U.S. Listing Rule.

4.	Filing Requirements.

AstraZeneca shall file all relevant disclosures with respect to this Executive Officer Policy in accordance with the requirements of the U.S. federal securities laws, including relevant disclosures required by SEC filings.

5.	Non-Exclusivity.

Any right of recoupment under this Executive Officer Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to any member of the Group under applicable law, regulation or rule or pursuant to the terms of any similar policy in any employment contract, service agreement, equity award agreement, or similar agreement and any other legal remedies available to the Group.

6.	Successors.

This Executive Officer Policy shall be binding and enforceable against all Executive Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.

ANNEX 2

Definitions

Accounting Restatement means an accounting restatement due to the material non-compliance of AstraZeneca with any financial reporting requirement under applicable U.S. securities laws, including (i) any required accounting restatement to correct an error in previously issued financial statements of AstraZeneca that is material to the previously issued financial statements of AstraZeneca; or (ii) that corrects an error that is not material to previously issued financial statements of AstraZeneca, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period;

AstraZeneca means AstraZeneca PLC, registered in England and Wales under number 02723534;

Board means the board of directors of AstraZeneca or a duly authorised committee of it which may include RemCo;

Covered Period means, with respect to any Accounting Restatement, the three completed Financial Years of AstraZeneca immediately preceding the Restatement Date and any Transition Period of less than nine months within or immediately following those three completed Financial Years;

Excess Awarded Compensation means the gross amount of Performance-Based Compensation Received by a current of former Executive Officer during a Covered Period (at any time during the relevant performance period in which they were an Executive Officer) that exceeds the amount of Performance- Based Compensation that such current or former Executive Officer would have Received had it been determined based on the Accounting Restatement; provided that, for Performance-Based Compensation that is based on or related to AstraZeneca’s share price or total shareholder return where the amount of Excess Awarded Compensation is not subject to mathematical recalculation directly from information in the applicable Accounting Restatement, the amount that would have been Received shall be determined by RemCo based on a reasonable estimate of the effect of the Accounting Restatement on the share price or total shareholder return, as applicable, upon which the Performance-Based Compensation was Received (in which case, AstraZeneca shall maintain documentation of such determination of that reasonable estimate and provide such documentation to the U.S. Exchange). Notwithstanding this, compensation amounts shall only be considered “Excess Awarded Compensation” for the purposes of the Executive Officer Policy if such compensation is Received: (i) while AstraZeneca has a class of securities listed on a U.S. securities exchange or a U.S. securities association; and (ii) on or after 2 October 2023;

Executive Officer means such individuals who have been notified by AstraZeneca that they are considered to be “executive officers” for the purposes of the U.S. Clawback Rule and the U.S. Listing Rule on the basis that they are one of the following: AstraZeneca’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice president of AstraZeneca in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for AstraZeneca;

Executive Officer Policy means that part of AstraZeneca’s Clawback Policy which applies to Executive Officers to comply with the U.S. Clawback Rule and the U.S. Listing Rule, as amended from time to time;

Financial Reporting Measure means any measure that is determined and presented in accordance with the accounting principles used in preparing AstraZeneca’s financial statements, and any other measure that is derived wholly or in part from such measure (in each case, regardless of whether such measure is presented within AstraZeneca’s financial statements or included in a filing with the SEC);

Financial Year means the AstraZeneca’s financial year; provided that a Transition Period between the last day of AstraZeneca’s previous financial year end and the first day of its new financial year that comprises a period of nine to twelve months will be deemed a completed financial year;

Group means AstraZeneca, together with each of its direct and indirect parents and subsidiaries and member of the Group shall be construed accordingly;

Performance-Based Compensation means any compensation (whether cash or equity-based) that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure. For the avoidance of doubt, Performance-Based Compensation does not include any compensation to the extent that it is: (i) granted, earned, or vested exclusively upon completion of a specified employment period, without any performance condition; (ii) discretionary; or (iii) based on subjective goals or goals that do not constitute Financial Reporting Measures;

Received means, with respect to Performance-Based Compensation, the date of deemed receipt, and for these purposes, Performance-Based Compensation shall be deemed Received in the Financial Year during which the applicable Financial Reporting Measure is attained, even if payment or grant of the Performance- Based Compensation occurs after the end of that period;

RemCo means the remuneration committee of the Board or the Board itself;

Restatement Date means the earlier of: (i) the date that the Board or an officer or officers of AstraZeneca authorised to take such action if Board action is not required, concludes, or reasonably should have concluded, that AstraZeneca is required to prepare an Accounting Restatement; or (ii) the date a court, regulator, or other legally authorised body directs AstraZeneca to prepare an Accounting Restatement;

SEC means the U.S. Securities and Exchange Commission;

Standard means the AstraZeneca PLC Malus and Clawback Global Standard, as may be amended from time to time;

Transition Period means any transition period that results from a change in AstraZeneca’s Financial Year within or immediately following the three completed Financial Years immediately preceding the Restatement Date;

U.S. Clawback Rule means Section 10D of the U.S. Exchange Act and the rules and regulations pursuant to it, each as may be amended from time to time;

U.S. Exchange means The New York Stock Exchange;

U.S. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended; and

U.S. Listing Rule means Section 303A.14 of The New York Stock Exchange Listed Company Manual, as such rule may be amended from time to time.