The
unaudited financial statements for the quarter ended 31 March 2007 have been
prepared in accordance with International Accounting Standards and International
Financial Reporting Standards (collectively “IFRS”) as adopted by the European
Union (EU). Details of the accounting policies applied are those set out in
AstraZeneca PLC’s Annual Report and Form 20-F Information 2006.
The
information
contained in Note 3 updates the disclosures concerning legal proceedings and
contingent liabilities in the Company’s Annual Report and Form 20-F Information
2006.
These
interim
financial statements do not constitute statutory accounts of the Group within
the meaning of Section 240 of the Companies Act 1985. Statutory accounts for
the
year ended 31 December 2006 will be filed with the Registrar of Companies
following the Company’s Annual General Meeting. The auditors’ report on those
accounts was unqualified and did not contain any statement under Section 237
of
the Companies Act 1985.
2
NET
CASH FUNDS
The
table below
provides an analysis of net cash funds and a reconciliation of net cash flow
to
the movement in net cash funds.
At 1
Jan
flow
$m
Cash
flow
$m
Acquisitions
$m
Non-cash
movements
$m
Exchange
movements
$m
At
31 March
2007
$m
Loans
due
after 1 year
(1,087
)
-
-
-
-
(1,087
)
Other
investments - current
657
193
-
(1
)
-
849
Cash
and cash
equivalents
7,103
(1,535
)
-
-
(1
)
5,567
Overdrafts
(114
)
67
-
-
-
(47
)
Short
term
borrowings
(22
)
10
-
-
-
(12
)
7,624
(1,265
)
-
(1
)
(1
)
6,357
Net
funds
6,537
(1,265
)
-
(1
)
(1
)
5,270
Non-cash
movements
in the period consist of fair value adjustments under IAS 39.
14
3
LEGAL
PROCEEDINGS
AND
COMMITMENTS
AstraZeneca
is
involved in various legal proceedings typical to its business including
litigation relating to employment matters, product liability, commercial
disputes, infringement of intellectual property rights and the validity of
certain patents. The matters discussed below constitute the more significant
developments since the publication of the legal proceedings in the Form 20-F
filing in respect of the fiscal year ended 31 December 2006 and filed with
the
SEC on 27 March 2007.
Matters
disclosed in
respect of the first quarter of 2007 and April 2007
.
Seroquel™
In
March 2007, AstraZeneca received a notice from Sandoz, Inc. that Sandoz had
submitted an Abbreviated New Drug Application (ANDA) for quetiapine fumarate
25mg tablets. AstraZeneca’s patent covering Seroquel™ tablets is
listed
in the FDA’s
Orange Book
.
The Sandoz notice
contained a Paragraph IV certification alleging non-infringement and patent
invalidity in respect of AstraZeneca’s listed patent covering
Seroquel™
.
Sandoz
is the second
generic drug manufacturer to submit an ANDA containing a Paragraph IV
certification and seeking approval to market a 25mg quetiapine fumarate
tablet.
As
disclosed in
November 2005, Teva Pharmaceuticals USA submitted the first ANDA seeking
approval to market 25mg quetiapine fumarate tablets and notifying AstraZeneca
of
an ANDA submission to the FDA containing a paragraph IV certification. In
February 2006, Teva supplemented its ANDA to seek approval to market 100, 200
and 300mg quetiapine fumarate tablets.
In
April 2007, AstraZeneca filed a patent infringement lawsuit in U.S. Federal
District Court, District of New Jersey, against Sandoz for patent infringement
in respect of its 25mg ANDA product. Currently pending in U.S. Federal District
Court, District of New Jersey, is AstraZeneca’s consolidated ANDA patent
infringement action relating to Teva’s ANDA for 25, 100, 200 and 300mg
quetiapine fumarate tablets.
In
January 2007, Teva sought leave to amend its responsive pleadings in
AstraZeneca’s consolidated lawsuit against Teva to add allegations, defenses,
and counter-claims directed to AstraZeneca’s alleged inequitable conduct in the
procurement of its patent. AstraZeneca did not object to the Court granting
leave to amend, and, in March 2007, the Court allowed Teva to amend its
pleadings. Later in March 2007, AstraZeneca filed a responsive pleading denying
or contesting Teva’s amended pleadings.
Government
Investigation
AstraZeneca,
along
with several other manufacturers, has received a letter from the Committee
on
Oversight and Government Reform of the U.S. House of Representatives as part
of
the Committee's ongoing oversight of the pharmaceutical industry's research
and
marketing practices. The Committee has requested that AstraZeneca provide
clinical and marketing information relating to Seroquel™. AstraZeneca is
co-operating with the Committee's enquiry.
Crestor™
As
previously disclosed, AstraZeneca Pharmaceuticals LP and/or AstraZeneca LP
in
the US were served with seven individual lawsuits in 2004 and 2005 involving
alleged injury in association with the use of
Crestor™.
Five of
these lawsuits have now been dismissed. In addition, a motion for authorisation
to institute a class action and to be a representative was filed in Quebec,
Canada against AstraZeneca PLC and AstraZeneca Canada Inc., in which the
petitioner alleged injury as a result of the use of
Crestor™
.
This matter was
dismissed in March 2007. During 2006, AstraZeneca was served with six additional
individual lawsuits in the US, all six of which have since been dismissed.
AstraZeneca is vigorously defending all the remaining actions.
15
4
FIRST
QUARTER TERRITORIAL SALES ANALYSIS
%
Growth
1
st
Quarter
2007
$m
1
st
Quarter
2006
$m
Actual
Constant
Currency
US
3,234
2,882
12
12
Canada
254
250
2
2
North
America
3,488
3,132
11
11
Western
Europe
2,200
1,934
14
4
Japan
331
304
9
12
Other
Established ROW
133
117
14
7
Established
ROW*
2,664
2,355
13
5
Emerging
Europe
246
238
3
-
China
92
72
28
25
Emerging
Asia
Pacific
169
149
13
8
Other
Emerging
ROW
307
234
31
29
Emerging
ROW
814
693
17
14
Total
Sales
6,966
6,180
13
9
*
Established
ROW comprises Western Europe (including France, UK, Germany, Italy, Sweden
and
others), Japan, Australia and New Zealand.
16
5
FIRST
QUARTER PRODUCT SALES ANALYSIS
World
US
1st
Quarter
2007
$m
1st
Quarter
2006
$m
Actual
Growth
%
Constant
Currency
Growth
%
Quarter
2007
$m
Actual
Growth
%
Gastrointestinal:
Nexium
1,308
1,189
10
8
862
9
Losec/Prilosec
279
344
(19
)
(22
)
54
(2
)
Others
20
18
11
6
7
-
Total
Gastrointestinal
1,607
1,551
4
1
923
9
Cardiovascular:
Seloken/Toprol
444
456
(3
)
(4
)
331
(7
)
Crestor
628
387
62
59
343
56
Atacand
296
254
17
11
65
12
Tenormin
71
76
(7
)
(9
)
5
(29
)
Zestril
80
75
7
1
8
33
Plendil
65
72
(10
)
(14
)
7
17
Others
69
70
(1
)
(7
)
1
-
Total
Cardiovascular
1,653
1,390
19
16
760
17
Respiratory:
Pulmicort
401
328
22
20
270
29
Symbicort
354
277
28
19
-
-
Rhinocort
92
85
8
6
63
3
Oxis
23
22
5
(5
)
-
-
Accolate
19
18
6
6
14
17
Others
42
35
20
11
-
-
Total
Respiratory
931
765
22
17
347
23
Oncology:
Arimidex
401
335
20
15
162
27
Casodex
310
274
13
9
73
11
Zoladex
249
231
8
4
22
(8
)
Iressa
52
50
4
4
3
(25
)
Others
84
68
24
21
39
50
Total
Oncology
1,096
958
14
11
299
21
Neuroscience:
Seroquel
923
807
14
13
655
11
Local
anaesthetics
126
132
(5
)
(9
)
8
(67
)
Zomig
107
93
15
11
47
18
Diprivan
59
89
(34
)
(36
)
9
(74
)
Others
12
15
(20
)
(27
)
2
(50
)
Total
Neuroscience
1,227
1,136
8
6
721
4
Infection
and
Other:
Merrem
178
141
26
21
35
21
Other
Products
74
68
9
3
38
15
Total
Infection and Other
252
209
21
15
73
18
Aptium
Oncology
98
88
11
11
98
11
Astra
Tech
102
83
23
13
13
44
Total
6,966
6,180
13
9
3,234
12
17
Shareholder
Information
ANNOUNCEMENTS
AND
MEETINGS
Annual
General
Meeting
26
April
2007
Announcement
of second quarter and half year 2007 results
26
July
2007
Announcement
of third quarter and nine months 2007 results
1
November
2007
DIVIDENDS
The
record date for
the second interim dividend for 2006 paid on 19 March 2007 (in the UK, Sweden
and the US) was 9 February 2007. Ordinary shares traded ex-dividend on the
London and Stockholm Stock Exchanges from 7 February 2007. ADRs traded
ex-dividend on the New York Stock Exchange from the same date.
Future
dividends will normally be paid as follows:
First
interim
Announced
in
July and paid in September
Second
interim
Announced
in
January/February and paid in March
TRADEMARKS
The
following brand
names used in these interim financial statements are trademarks of the
AstraZeneca Group of companies:
In
order to utilise
the ‘safe harbour’ provisions of the US Private Securities Litigation Reform Act
1995, we are providing the following cautionary statement: These interim
financial statements contain certain forward-looking statements about
AstraZeneca. Although we believe our expectations are based on reasonable
assumptions, any forward-looking statements may be influenced by factors that
could cause actual outcomes and results to be materially different from those
predicted. We identify the forward-looking statements by using the words
‘anticipates’, ‘believes’, ‘expects’, ‘intends’ and similar expressions in such
statements. These forward-looking statements are subject to numerous risks
and
uncertainties. Important factors that could cause actual results to differ
materially from those contained in forward-looking statements, certain of which
are beyond our control, include, among other things: the loss or expiration of
patents, marketing exclusivity or trade marks; the risk of substantial adverse
litigation/government investigation claims and insufficient insurance coverage;
exchange rate fluctuations; the risk that R&D will not yield new products
that achieve commercial success; the risk that strategic alliances will be
unsuccessful; the impact of competition, price controls and price reductions;
taxation risks; the risk of substantial product liability claims; the impact
of
any failure by third parties to supply materials or services; the risk of
failure to manage a crisis; the risk of delay to new product launches; the
difficulties of obtaining and maintaining regulatory approvals for products;
the
risk of failure to observe ongoing regulatory oversight;
the
risk that new
products do not perform as we expect; the risk of environmental liabilities;
the
risks associated with conducting business in emerging markets; the risk of
reputational damage; and the risk of product counterfeiting.
18
Item
22
AstraZeneca
announces decision to discontinue collaboration
with AtheroGenics regarding
AGI-1067
AstraZeneca
today
announced that it has decided to terminate the License and Collaboration
Agreement with
AtheroGenics,
Inc.
(Nasdaq: AGIX), regarding AGI-1067.
AGI-1067,
an
investigational anti-atherosclerotic agent, was studied in the ARISE (Aggressive
Reduction of Inflammation Stops Events) phase III clinical outcomes trial
in
patients with coronary artery disease (CAD). The initial results from ARISE
were
announced by AtheroGenics on 19 March 2007 and presented at the American
College
of Cardiology on 27 March 2007.
The
decision to
terminate the collaboration was reached following a full analysis of the
AGI-1067 product profile in the context of the terms and conditions of
the
License and Collaboration agreement.
Provisions
for the
impairment of intangible assets and associated close down costs of $83m
to be
taken in 1Q 2007.
The
ARISE
study
ARISE
was a
double-blind, randomised, placebo controlled study which involved more
than
6,000 patients with coronary artery disease from over 250 centres in Canada,
South Africa, the UK and the US. The study was designed to evaluate the
additional benefits of adding AGI-1067 to current standard of care therapies,
on
several outcomes due to coronary vascular events such as death, heart attack,
stroke, revascularisation and hospital admission for unstable
angina.
AstraZeneca
AstraZeneca
is a
major international healthcare business engaged in the research, development,
manufacture and marketing of prescription pharmaceuticals and the supply
of
healthcare services. It is one of the world's leading pharmaceutical companies
with healthcare sales of $26.47 billion and leading positions in sales
of
gastrointestinal, cardiovascular, neuroscience, respiratory, oncology and
infection products. AstraZeneca is listed in the Dow Jones Sustainability
Index
(Global) as well as the FTSE4 Good Index.
23
April 2007
Media
enquiries:
Patricia
O’Connor,
Tel: +46 708 46 76 33
Edel
McCaffrey, Tel:
+44 (0) 207 304 5034
Steve
Brown, Tel:
+44 (0) 207 304 5033
Investor
Relations:
Mina
Blair, Tel: +44
(0) 207 304 5084
Jonathan
Hunt, Tel:
+44 (0) 207 304 5087
Karl
Hard, Tel: +44
(0)207 304 5322
Jörgen
Winroth, Tel:
+1 (212) 579 0506
Ed
Seage, Tel: +1 302 886 4065
-Ends-
Item
23
REPURCHASE
OF SHARES IN ASTRAZENECA PLC
Further
to the
announcement of its irrevocable, non-discretionary share repurchase programme
for the period 5 February 2007 to 30 April 2007, AstraZeneca PLC announced
that
under the terms of that programme it purchased for cancellation 286,366
ordinary
shares of AstraZeneca PLC at a price of 2956 pence per share on 20 April
2007.
Upon the cancellation of these shares, the number of shares in issue will
be
1,508,693,542.
G
H R
Musker
Company
Secretary
23
April
2007
Item
24
[NOT
FOR
RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM
AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION]
23rd
April
2007
AstraZeneca
to acquire MedImmune for $58 per share in a fully recommended, all-cash
transaction with a total enterprise value of $15.2
billion
Creates
a
leading, fully-integrated biotechnology business within AstraZeneca with
critical
mass in research, development, regulatory and manufacturing with
global sales reach
Significantly
expands product pipeline by adding 45 projects including 2 late-stage
products and a blockbuster marketed monoclonal antibody, Synagis
Summary
AstraZeneca
PLC
(“AstraZeneca”) today announced that it has entered into a definitive agreement
to acquire MedImmune, Inc. (“MedImmune”), in an all-cash transaction. Under the
terms of the agreement, which has unanimous MedImmune Board support, AstraZeneca
will acquire all of the fully diluted shares of MedImmune common stock
at a
price of $58 per share, for a total consideration of approximately $15.6
billion
(including approximately $340m net cash).
The
acquisition of
MedImmune significantly accelerates AstraZeneca’s biologics strategy. The
combination of MedImmune with AstraZeneca’s wholly-owned subsidiary Cambridge
Antibody Technology (“CAT”) will create a world-class, fully integrated
biologics and vaccines business within the AstraZeneca Group with critical
mass
in research, development, regulatory, manufacturing and global sales and
marketing reach.
MedImmune
is a
world-leading, profitable, biotechnology company with a record of proven
success
with revenue in 2006 of $1.3bn, profit before tax of $75m and gross assets
of
$3.0bn.
The
acquisition
extends AstraZeneca’s R&D science base to allow it to address novel drug
targets through 3 key technological approaches: small molecules, biologics
and,
for the first time, vaccines.
Overall,
the
combination of MedImmune with AstraZeneca’s existing capabilities will be
capable of delivering a greater number of new biologic products to bring
benefit
to patients in AstraZeneca’s prioritised disease areas.
The
deal is
expected
to close in
June 2007.
Highlights
and acquisition benefits
R&D
capability
·
Expands
and
diversifies AstraZeneca’s science base
by
establishing an international platform capable of delivering a
greater
flow of new medicines in AstraZeneca’s prioritised disease areas,
embracing small molecules, monoclonal antibodies, next generation
biologics and vaccines
·
Natural
fit
between CAT and MedImmune
·
Complementary
with existing AstraZeneca therapeutic area strengths in Oncology,
Infection and Respiratory &
Inflammation
·
Provides
entry
into vaccines; through proprietary live attenuated vaccines
capability
·
Brings
significant regulatory experience in making Biologics License
Applications
·
Enhanced
biologics capability positions AstraZeneca as a more compelling
licensing
partner, improving AstraZeneca’s externalisation
position
Manufacturing
·
MedImmune
is a
leader in protein engineering and biologics manufacturing, with
a
production capacity of over 30,000L planned by 2010 and world leading
cell
line productivity levels. Through further modest investment, capacity
could be increased to over 60,000L. This would secure production
requirements for the long-term and avoid the need for major near-term
‘green-field’ manufacturing investment by AstraZeneca to support its
biologics strategy
Pipeline
·
Adds
2
late-stage assets: the next generation follow-on to ‘
Synagis’,
‘Numax’ and refrigerated formulation ‘FluMist’ with an anticipated US
launch for 2007-2008 influenza season
·
Increases
the
proportion of biologics in AstraZeneca’s pipeline from 7 percent to 27
percent and enlarges the total pipeline by 45 projects to 163
projects
·
Diversifies
and expands R&D capability to deliver a greater flow of new biologic
products
Financial
benefits
·
Synergies
from
the acquisition of MedImmune and from related AstraZeneca activities
are
expected to be towards $500m per annum by
2009
·
The
acquisition is expected to be cash earnings enhancing in
2009
·
The
acquisition will be fully funded in cash, bringing improved financial
efficiency through balance sheet leverage. Previously announced
$4bn share
buyback programme for 2007 unchanged
·
Addition
of
attractive marketed products including ‘Synagis’ and ‘FluMist’ to
AstraZeneca’s portfolio adds $1.2bn in sales. Consensus sales growth for
this portfolio is forecast at 12% CAGR to
2010
·
Provides
AstraZeneca with several other substantial assets, including a
royalty
stream on the sales of the HPV vaccines with estimated consensus
peak
sales of $5.5bn, potential milestones and royalties on MedImmune’s other
licensed products and $1.5bn cash, including $89.4m relating to
MedImmune
Ventures investments at book value
People
·
Strong
desire
to retain employees and maintain culture, with emphasis on retaining
key
talent and critical skills
·
One-time
retention grant for employees
·
David
M. Mott,
the Chief Executive Officer and President of MedImmune, and James
F.
Young, Ph.D., the President, Research and Development of MedImmune,
have
committed to remain with MedImmune and it is expected that other
members
of MedImmune’s senior management will stay with the company following the
closing
·
David
M. Mott
will take a leadership role within
AstraZeneca
Commenting
on the
Offer, David Brennan, Chief Executive Officer of AstraZeneca, said:
“This
acquisition represents a transformational step to deliver our biologics
strategy
sooner than anticipated. It creates a leading fully integrated biologics
and
vaccines business with critical mass and enhances AstraZeneca’s R&D science
base through which we will deliver a stronger product pipeline.
MedImmune
adds
an exciting existing pipeline, including 2 late-stage products, great expertise
in biologic drug development and state of the art manufacturing
facilities.
We
look forward
to welcoming MedImmune’s employees into AstraZeneca and are excited by the
potential to create significant value for all our shareholders, employees
and
patients that this acquisition brings.”
David
M. Mott, CEO
and President of MedImmune, said:
"After
conducting a full and open process, whereby we evaluated potential interest
in
the value we have built over our 19 year history, we are very pleased to
become
a part of AstraZeneca. We believe that this transaction is in the best
interest
of all parties, including shareholders, employees and ultimately patients.
The
potential to harness the combined skills and capabilities of MedImmune,
AstraZeneca and CAT and take our combined world class biologics capabilities
to
the next level, is very exciting and a challenge to which I am personally
committed."
The
Transaction
The
acquisition is
structured as an all cash tender offer for all outstanding shares of MedImmune
common stock followed by a merger in which each remaining untendered share
of
MedImmune would be converted into the same $58 cash per share price paid
in the
tender offer. The acquisition is subject to the satisfaction of customary
conditions, including the tender of a majority of the outstanding MedImmune
shares on a fully-diluted basis and the expiration or earlier termination
of the
Hart-Scott-Rodino waiting period and other regulatory approvals. The tender
offer will be commenced within 10 working days and is expected to close
in June
2007, unless extended. The tender offer is not subject to a financing
contingency.
The
acquisition
price represents a premium of approximately 53.3% to MedImmune’s closing share
price of $37.84 on 11th April, 2007, this being the last business day prior
to
MedImmune’s announcement to explore strategic alternatives.
The
transaction has
been unanimously recommended by the Board of Directors of
MedImmune.
The
acquisition will
be effected pursuant to a merger agreement. The merger agreement contains
certain termination rights for each of AstraZeneca and MedImmune and further
provides that, upon termination of the merger agreement under specified
circumstances, MedImmune may be required to pay AstraZeneca a termination
fee of
$450 million.
Financing
The
total
consideration for the acquisition of MedImmune amounts to approximately
$15
billion in cash. AstraZeneca will draw from a committed banking facility
in the
amount of $15 billion to provide the initial financing for the
acquisition.
Additional
Information
The
tender offer
described in this press release has not yet commenced, and this press release
is
neither an offer to purchase nor a solicitation of an offer to sell MedImmune
common stock. Investors and security holders are urged to read both the
tender
offer statement and the solicitation/recommendation statement regarding
the
tender offer described in this press release when they become available
because
they will contain important information. The tender offer statement will
be
filed by AstraZeneca and a subsidiary of AstraZeneca with the Securities
and
Exchange Commission (“SEC”), and the solicitation/recommendation statement will
be filed by MedImmune with the SEC. Investors and security holders may
obtain a
free copy of these statements (when available) and other documents filed
by
AstraZeneca or MedImmune with the SEC at the website maintained by the
SEC at
www.sec.gov. The tender offer statement and related materials may be obtained
for free by directing such requests to AstraZeneca (Investor Relations)
at +44
(0) 207 304 5000. The solicitation/recommendation statement and such other
documents may be obtained by directing such requests to MedImmune (Investor
Relations) at 301-398-4358.
Enquiries:
AstraZeneca
Media
Enquiries:
Steve
Brown /
Edel McCaffrey (London)
(020)
7304
5033/5034
Staffan
Ternby
(Sweden)
(8)
553
26107
Emily
Denney
(Wilmington)
(302)
885
3451
Analyst/Investor
Enquiries:
Jonathan
Hunt
/ Mina Blair / Karl Hård (London)
(020)
7304
5087/5084/5322
Staffan
Ternby
(Sweden)
(8)
553
26107
Ed
Seage /
Jorgen Winroth (US)
(302)
886
4065/(212) 579 0506
Merrill
Lynch (Financial Adviser to AstraZeneca)
+44
(0) 20
7628 1000
Richard
Girling
Deutsche
Bank (Joint Corporate Broker to AstraZeneca)
+44
(0) 20
7545 8000
Charlie
Foreman
Goldman
Sachs (Joint Corporate Broker to AstraZeneca)
+44
(0) 20
7774 1000
Phil
Raper
MedImmune
Media
Enquiries:
Lori
Weiman
240-372-4829
Jamie
Lacey
301-398-4035
Analyst/Investor
Enquiries:
Pete
Vozzo
301-398-4358
AstraZeneca
will be
holding an analyst presentation by webcast and teleconference as
follows:
Presentation
The
presentation will be available 15 minutes prior to the start of the analysts’
teleconference/webcast.
Audio
webcast
The
webcast will start at 11:30 BST.
Teleconference
details
11:30
BST, 12:30
CEST, 06:30 EDT
There
will be an
interactive Q&A session
UK
freephone
0800
559
3272
US
freephone
+1
886 239
0753
Sweden
freephone
0200
887
737
International
+44
(0)207 138
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Item
25
REPURCHASE
OF SHARES IN ASTRAZENECA PLC
Further
to the
announcement of its irrevocable, non-discretionary share repurchase programme
for the period 5 February 2007 to 30 April 2007, AstraZeneca PLC announced
that
under the terms of that programme it purchased for cancellation 295,822
ordinary
shares of AstraZeneca PLC at a price of 2865 pence per share on 23 April
2007.
Upon the cancellation of these shares, the number of shares in issue will
be
1,508,603,616.
G
H R
Musker
Company
Secretary
24
April 2007
Item
26
REPURCHASE
OF SHARES IN ASTRAZENECA PLC
AstraZeneca
PLC
announced that on 24 April 2007, it purchased for cancellation 1,304,474
ordinary shares of AstraZeneca PLC at a price of 2786 pence per share.
Some
of these shares
were purchased under the terms of the previously announced irrevocable,
non-discretionary share repurchase programme for the period 5 February
2007 to
30 April 2007.
Upon
the
cancellation of these shares, the number of shares in issue will be
1,507,340,570.
G
H R
Musker
Company
Secretary
25
April
2007
Item
27
Transaction
by Person Discharging Managerial Responsibilities
Disclosure
Rules DR 3.1.2R
We
hereby inform you
that on 24 April 2007, Martin Nicklasson, Executive Vice-President, Global
Marketing, a person discharging managerial responsibilities, exercised
options
over 52,571 AstraZeneca PLC USD0.25 Ordinary Shares as follows:
-
option over 15,151
shares at an option price of 2508 pence per share
-
option over 28,209
shares at an option price of 2529 pence per share
-
option over 9,211
shares at an option price of 2714 pence per share
The
options were
granted to Mr Nicklasson under the AstraZeneca Share Option Plan.
We
also inform you
that on 24 April 2007, Mr Nicklasson sold the 52,571 shares acquired from
the
exercise at a price of 2781 pence per share.
G
H R
Musker
Company
Secretary
25
April
2007
Item
28
ASTRAZENECA
PLC
ANNUAL
GENERAL MEETING : 26 APRIL 2007
AstraZeneca
PLC
announced the results of the voting at its Annual General Meeting today.
As
proposed in the Notice of AGM, all Resolutions were decided by poll
vote.
Resolution
1:
Ordinary Resolution to receive the Company’s Accounts and the Reports of the
Directors and Auditor for the year ended 31 December 2006:
VOTES
FOR:
860,890,995
(97.33%)
VOTES
AGAINST:
23,594,612
(2.67%)
The
Resolution was
passed as an Ordinary Resolution.
Resolution
2:
Ordinary Resolution to confirm dividends:
VOTES
FOR:
908,634,212
(100%)
VOTES
AGAINST:
45,353
(0%)
The
Resolution was passed as an Ordinary Resolution.
Resolution
3:
Ordinary Resolution to re-appoint KPMG Audit Plc, London as
Auditor:
VOTES
FOR:
892,728,682
(99.68%)
VOTES
AGAINST:
2,898,464
(0.32%)
The
Resolution was passed as an Ordinary Resolution.
Resolution
4:
Ordinary Resolution to authorise the Directors to agree the remuneration
of the
Auditor:
VOTES
FOR:
906,239,311
(99.86%)
VOTES
AGAINST:
1,279,285
(0.14%)
The
Resolution was passed as an Ordinary Resolution.
Resolution
5(a):
Ordinary Resolution to re-elect Louis Schweitzer as a Director:
VOTES
FOR:
851,335,417
(98.63%)
VOTES
AGAINST:
11,862,809
(1.37%)
The
Resolution was passed as an Ordinary Resolution.
Resolution
5(b):
Ordinary Resolution to re-elect Håkan Mogren as a Director:
VOTES
FOR:
883,948,298
(97.44%)
VOTES
AGAINST:
23,267,528
(2.56%)
The
Resolution was passed as an Ordinary Resolution.
Resolution
5(c):
Ordinary Resolution to re-elect David R Brennan as a Director:
VOTES
FOR:
892,147,778
(99.48%)
VOTES
AGAINST:
4,684,827
(0.52%)
The
Resolution was passed as an Ordinary Resolution.
Resolution
5(d):
Ordinary Resolution to re-elect John Patterson as a Director:
VOTES
FOR:
891,350,402
(99.48%)
VOTES
AGAINST:
4,614,490
(0.52%)
The
Resolution was passed as an Ordinary Resolution.
Resolution
5(e):
Ordinary Resolution to re-elect Jonathan Symonds as a Director:
VOTES
FOR:
891,635,719
(99.48%)
VOTES
AGAINST:
4,624,144
(0.52%)
The
Resolution was passed as an Ordinary Resolution.
Resolution
5(f):
Ordinary Resolution to re-elect John Buchanan as a Director:
VOTES
FOR:
888,358,360
(99.20%)
VOTES
AGAINST:
7,179,449
(0.80%)
The
Resolution was passed as an Ordinary Resolution.
Resolution
5(g):
Ordinary Resolution to re-elect Jane Henney as a Director:
VOTES
FOR:
888,168,135
(99.13%)
VOTES
AGAINST:
7,830,923
(0.87%)
The
Resolution was passed as an Ordinary Resolution.
Resolution
5(h):
Ordinary Resolution to re-elect Michele Hooper as a Director:
VOTES
FOR:
907,906,325
(99.90%)
VOTES
AGAINST:
943,965
(0.10%)
The
Resolution was passed as an Ordinary Resolution.
Resolution
5(i):
The
Resolution was withdrawn prior to the meeting.
Resolution
5(j):
Ordinary Resolution to re-elect Dame Nancy Rothwell as a Director:
VOTES
FOR:
906,758,198
(99.91%)
VOTES
AGAINST:
854,042,
(0.09%)
The
Resolution was passed as an Ordinary Resolution.
Resolution
5(k):
Ordinary Resolution to re-elect John Varley as a Director:
VOTES
FOR:
904,573,536
(99.76%)
VOTES
AGAINST:
2,188,177
(0.24%)
:
The
Resolution was passed as an Ordinary Resolution.
Resolution
5(l):
Ordinary Resolution to re-elect Marcus Wallenberg as a Director:
VOTES
FOR:
885,326,451
(98.85%)
VOTES
AGAINST:
10,257,148
(1.15%)
The
Resolution was passed as an Ordinary Resolution.
Resolution
6:
Ordinary Resolution to approve the Directors’ Remuneration Report for the year
ended 31 December 2006:
VOTES
FOR:
820,779,377
(95.14%)
VOTES
AGAINST:
41,945,824
(4.86%)
The
Resolution was passed as an Ordinary Resolution.
Resolution
7:
Ordinary Resolution to authorise limited EU political donations:
VOTES
FOR:
887,648,416
(98.77%)
VOTES
AGAINST:
11,083,491
(1.23%)
The
Resolution was passed as an Ordinary Resolution.
Resolution
8:
Ordinary Resolution to authorise the Directors to allot unissued shares:
VOTES
FOR:
898,973,524
(98.91%)
VOTES
AGAINST:
9,913,596
(1.09%)
The
Resolution was passed as an Ordinary Resolution.
Resolution
9:
Special Resolution to authorise the Directors to disapply pre-emption rights:
VOTES
FOR:
901,098,301
(99.16%)
VOTES
AGAINST:
7,594,128
(0.84%)
The
Resolution was passed as a Special Resolution.
Resolution
10:
Special Resolution to authorise the Company to purchase its own shares:
VOTES
FOR:
908,465,073
(99.94%)
VOTES
AGAINST:
544,863
(0.06%)
The
Resolution was passed as a Special Resolution.
Resolution
11:
Special Resolution to authorise the electronic communication with shareholders:
VOTES
FOR:
907,901,669
(99.94%)
VOTES
AGAINST:
583,040
(0.06%)
The
Resolution was passed as a Special Resolution.
G
H
R Musker
Company
Secretary
26
April 2007
Item
29
REPURCHASE
OF SHARES IN ASTRAZENECA PLC
AstraZeneca
PLC
announced that on 25 April 2007, it purchased for cancellation 1,306,185
ordinary shares of AstraZeneca PLC at a price of 2764 pence per share.
Some
of these shares
were purchased under the terms of the previously announced irrevocable,
non-discretionary share repurchase programme for the period 5 February
2007 to
30 April 2007.
Upon
the
cancellation of these shares, the number of shares in issue will be
1,506,109,755.
G
H R
Musker
Company
Secretary
26
April
2007
Item
30
REPURCHASE
OF SHARES IN ASTRAZENECA PLC
AstraZeneca
PLC
announced that on 26 April 2007, it purchased for cancellation 1,305,572
ordinary shares of AstraZeneca PLC at a price of 2772 pence per share.
Some
of these shares
were purchased under the terms of the previously announced irrevocable,
non-discretionary share repurchase programme for the period 5 February
2007 to
30 April 2007.
Upon
the
cancellation of these shares, the number of shares in issue will be
1,505,832,423.
G
H R
Musker
Company
Secretary
27
April
2007
Item
31
REPURCHASE
OF SHARES IN ASTRAZENECA PLC
Further
to the
announcement of its irrevocable, non-discretionary share repurchase programme
for the period 5 February 2007 to 30 April 2007, AstraZeneca PLC announced
that
under the terms of that programme it purchased for cancellation 309,231
ordinary
shares of AstraZeneca PLC at a price of 2736 pence per share on 27 April
2007.
Upon the cancellation of these shares, the number of shares in issue will
be
1,504,541,716.
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