AstraZeneca (AZN) 424B2Prospectus for primary offering

The following table sets forth our indebtedness and capitalization as at December 31, 2023 and as adjusted to reflect the issuance of the Notes. The data included in the table below is prepared on the basis of IFRS Accounting Standards as issued by the International Accounting Standards Board.

This table should be read in conjunction with our consolidated audited financial statements, the notes related thereto and the financial and operating data incorporated by reference into this prospectus supplement and the accompanying prospectus.

AstraZeneca Finance LLC will offer $      initial aggregate principal amount of    % Notes due 20   (the “AZ Finance 20   Notes”), $      initial aggregate principal amount of    % Notes due 20   (the “AZ Finance 20   Notes”), $      initial aggregate principal amount of    % Notes due 20   (the “AZ Finance 20   Notes”) and $      initial aggregate principal amount of    % Notes due 20   (the “AZ Finance 20   Notes” and, together with the AZ Finance 20   Notes, the AZ Finance 20   Notes and the AZ Finance 20   Notes, the “Notes”), each as a separate series of Notes under the Indenture, and, as such, each series of Notes will vote and act, and may be redeemed, separately. The Notes will be governed by New York law.

There is no sinking fund for any series of Notes. We intend to apply to list the Notes on The Nasdaq Stock Market LLC.

The Notes will be unsecured, unsubordinated indebtedness of AstraZeneca Finance LLC and will rank equally with all of AstraZeneca Finance LLC’s other unsecured and unsubordinated indebtedness from time to time outstanding. The Notes will be fully and unconditionally guaranteed by AstraZeneca PLC (each, a “Guaranty” and, collectively, the “Guarantees”). The Guarantees will be the unsubordinated and unsecured obligations of AstraZeneca PLC and 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.

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.

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.

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:

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 20   Notes,      basis points, (ii) the AZ Finance 20   Notes,      basis points, (iii) the AZ Finance 20   Notes,      basis points and (iv) the AZ Finance 20   Notes,      basis points.

“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

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.

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).

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.

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            , 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 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.

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

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For the purposes of this provision:

Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. This prospectus supplement has been prepared on the basis that any offer of Notes in any member state of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of Notes. Neither this prospectus supplement nor the accompanying prospectus is a prospectus for the purposes of the Prospectus Regulation.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For the purposes of this provision:

Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be

This prospectus supplement and the accompanying prospectus and any other material in relation to the Notes is being distributed only to, and is directed only at, persons in the United Kingdom who are “qualified investors” ​(as defined in the UK Prospectus Regulation) who are also (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) high net worth entities or other persons falling within Articles 49(2)(a) to (d) of the Order, or (iii) persons to whom it would otherwise be lawful to distribute them, all such persons together being referred to as “Relevant Persons.” In the United Kingdom, the Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, Relevant Persons. This prospectus supplement and the accompanying prospectus and their contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by any recipients to any other person in the United Kingdom. Any person in the United Kingdom that is not a Relevant Person should not act or rely on this prospectus supplement and the accompanying prospectus or their contents. The Notes are not being offered to the public in the United Kingdom.

In addition, in the United Kingdom, each underwriter has represented and agreed that the Notes may not be offered other than by an underwriter that:

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement or the accompanying prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

The Notes have not been and will not be offered or sold in the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”) by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong) (the “CO”), or (ii) to

You should read “Risks and uncertainties” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2020, which is incorporated by reference in this prospectus, or similar sections in subsequent filings incorporated by reference in this prospectus, for information relating to risk factors affecting our business.

AstraZeneca PLC is organized as a holding company, and substantially all of its operations are carried on through subsidiaries. AstraZeneca PLC’s ability to meet its financial obligations is dependent upon the availability of cash flows from its domestic and foreign subsidiaries and affiliated companies through dividends, intercompany advances, management fees and other payments. AstraZeneca PLC’s subsidiaries are not guarantors of the debt securities AstraZeneca PLC may offer. Moreover, these subsidiaries and affiliated companies are not required and may not be able to pay dividends or otherwise distribute or advance cash to AstraZeneca PLC, which could limit the amount of funds available to meet payment obligations under AstraZeneca PLC’s debt securities.

Debt securities issued by AstraZeneca PLC will be structurally subordinated to any debt securities issued by AstraZeneca Finance and guaranteed by AstraZeneca PLC as to the assets of AstraZeneca Finance (if any). This means that claims of the creditors of AstraZeneca Finance, including the holders of debt securities issued by AstraZeneca Finance, will have priority as to any assets of AstraZeneca Finance over our rights as an indirect shareholder of AstraZeneca Finance. Consequently, in the event of AstraZeneca Finance’s insolvency, the claims of holders of debt securities issued by AstraZeneca PLC will be structurally subordinated to the prior claims of the creditors of AstraZeneca Finance, including the holders of debt securities issued by AstraZeneca Finance.

The debt securities that AstraZeneca PLC and AstraZeneca Finance are offering will be unsecured. To the extent that AstraZeneca PLC grants security over its assets in favor of holders of its other indebtedness, or to the extent that AstraZeneca Finance grants security over its assets in favor of holders of its other indebtedness, holders of debt securities of AstraZeneca PLC or AstraZeneca Finance, as applicable, will be effectively subordinated to the other indebtedness to the extent of the value of those assets. As of March 31, 2021, AstraZeneca PLC and AstraZeneca Finance had no secured indebtedness outstanding. If AstraZeneca

The debt securities issued by AstraZeneca PLC or issued by AstraZeneca Finance and guaranteed by AstraZeneca PLC are each governed by a document called an indenture, described later under “Description of Debt Securities and Guarantees.” AstraZeneca PLC and AstraZeneca Finance may issue as many distinct series of debt securities under the applicable indenture as they wish. They may also issue a series of debt securities under the applicable indenture that provides holders with rights superior to the rights already granted or that may be granted in the future to holders of another series. You should read carefully the specific terms of any particular series of debt securities which will be contained in the prospectus supplement relating to such debt securities.

AstraZeneca PLC, AstraZeneca Finance and our respective subsidiaries are generally permitted to sell or otherwise dispose of assets to another person under the terms of the debt securities and the indenture, without the consent of holders of the debt securities. If any such assets are disposed of, you will not be entitled to declare an acceleration of the maturity of the debt securities and, except in the case of the sale or conveyance of the property of AstraZeneca PLC as an entirety or substantially as an entirety where the applicable successor entity must assume the obligations under the applicable debt securities (as described under “Description of Debt Securities and Guarantees — Mergers and Similar Events” below), the disposed assets will no longer be available to support the debt securities.

In addition, the covenant in the AstraZeneca Finance indenture that governs mergers or consolidations of AstraZeneca Finance will not limit the ability of AstraZeneca Finance to sell or otherwise dispose of its property or assets, including sales or other dispositions of its property as an entirety or substantially as an entirety. This means that if AstraZeneca Finance issues debt securities under the AstraZeneca Finance indenture and later transfers its property as an entirety or substantially as an entirety to another person, these transactions would not be limited by the AstraZeneca Finance indenture unless they involved a merger or consolidation of AstraZeneca Finance or if they were to implicate the covenant that governs mergers, consolidations or the sale or conveyance of the property of AstraZeneca PLC as an entirety or substantially as an entirety.

The indentures under which AstraZeneca PLC or AstraZeneca Finance will issue their respective debt securities do not limit the amount of unsecured indebtedness that AstraZeneca PLC, AstraZeneca Finance or our other subsidiaries may incur. In addition, neither of the indentures contains any debt covenants or provisions that afford holders of the debt securities protection in the event AstraZeneca PLC or AstraZeneca Finance participate in a highly leveraged or similar transaction.

The credit ratings ascribed to any of AstraZeneca PLC’s or AstraZeneca Finance’s debt securities from time to time are intended to reflect AstraZeneca PLC’s and AstraZeneca Finance’s ability to meet their respective payment obligations in respect of the debt securities they have offered, and may not reflect the

From time to time, we make written or oral forward-looking statements within the meaning of certain securities laws, including the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. This prospectus, including information incorporated by reference into this prospectus, may contain certain forward-looking statements with respect to our operations, performance and financial condition, including, among other things, statements about expected revenues, margins, earnings per share or other financial or other measures. Although we believe our expectations are based on reasonable assumptions, any forward-looking statements, by their very nature, involve risks and uncertainties and may be influenced by factors that could cause actual outcomes and results to be materially different from those predicted. Forward-looking statements are typically identified by words such as “anticipates,” “believes,” “expects,” “intends” and similar expressions in such statements. 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:

This prospectus is part of a registration statement that we filed with the SEC. The registration statement, including the attached exhibits, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some of the information included in the registration statement from this prospectus. In addition, we are subject to the registration requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and, in accordance with the Exchange Act, we file reports and other information with the SEC.

The SEC also maintains an Internet website that contains reports and other information regarding issuers, like us, that file electronically with the SEC. The address of that site is http://www.sec.gov.

We maintain a website at www.astrazeneca.com. Information available at or through our website is not incorporated by reference in this prospectus or any accompanying prospectus supplement.

The SEC allows us to “incorporate by reference” the information we file with or furnish to them. This means that we can disclose important information to you by referring you to those documents. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. The information incorporated by reference is considered to be a part of this prospectus and should be read with the same care. When we update the information contained in documents that have been incorporated by reference by making future filings with the SEC, the information incorporated by reference in this prospectus is considered to be automatically updated and superseded. In other words, in the case of a conflict or inconsistency between information contained in this prospectus and information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later.

We incorporate by reference the documents listed below and any documents filed with the SEC in the future under Sections 13(a), 13(c) and 15(d) of the Exchange Act until the offerings made under this prospectus are completed:

AstraZeneca PLC may issue debt securities using this prospectus. The debt securities will be AstraZeneca PLC’s unsubordinated and, unless otherwise expressly stated in the applicable prospectus supplement, unsecured obligations and may be issued in one or more series. AstraZeneca Finance may also issue debt securities using this prospectus. The debt securities will be AstraZeneca Finance’s unsubordinated and, unless otherwise expressly stated in the applicable prospectus supplement, unsecured obligations and may be issued in one or more series. The debt securities of AstraZeneca Finance will be guaranteed by AstraZeneca PLC (each, a “Guaranty” and, collectively, the “Guarantees”). The Guarantees will be the unsubordinated and, unless otherwise expressly stated in the applicable prospectus supplement, unsecured obligations of the Guarantor.

The debt securities issued by AstraZeneca PLC may be issued under an indenture (the “AstraZeneca PLC indenture”), between AstraZeneca PLC, as the issuer, and The Bank of New York Mellon, as trustee. See “— The Trustee” below.

The debt securities issued by AstraZeneca Finance LLC may be issued under an indenture (the “AstraZeneca Finance indenture” and, together with the AstraZeneca PLC indenture, the “indentures” and each of them an “indenture”), among AstraZeneca Finance LLC, as the issuer, AstraZeneca PLC, as the guarantor, and The Bank of New York Mellon, as trustee.

This section summarizes the material provisions of the indentures, the debt securities and the guarantees. Because it is a summary, it does not describe every aspect of the applicable indenture, the debt securities or the guarantees. 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 indentures. We describe the meaning of only the more important terms in this prospectus. We also include references in parentheses to some sections of the indentures. Whenever we refer to particular sections or defined terms of each 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 your series of debt securities described in the prospectus supplement.

The applicable indenture and its associated documents contain the full legal text of the matters described in this section. The indentures, the debt securities and the guarantees are governed by New York law. Each indenture is an exhibit included or incorporated by reference into this prospectus. See “Where You Can Find More Information About Us” for information on how to obtain a copy.

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

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 Bank of New York Mellon is the trustee under each of the indentures. As trustee, it has two main roles:

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:

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:

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:

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. (Section 11.06)

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 you 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. (Section 3.09)

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. (Section 3.09)

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:

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.

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.

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.

The applicable issuer may terminate its repayment and obligations on a particular series of the debt securities, when:

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:

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:

Securities issued by either issuer may be held through one or more international and domestic clearing systems. The principal clearing systems the issuers will use are the book-entry systems operated by The Depository Trust Company (“DTC”) in the U.S., Clearstream Banking S.A. (“Clearstream, Luxembourg”) in Luxembourg, and Euroclear Bank SA/NV (“Euroclear”) in Brussels, Belgium. These systems have established electronic securities and payment transfer, processing, depositary and custodial links among themselves and others, either directly or through custodians and depositories. These links allow securities to be issued, held and transferred among the clearing systems without the physical transfer of certificates.

Special procedures to facilitate clearance and settlement have been established among these clearing systems to trade securities across borders in the secondary market. Where payments for securities issued by either issuer in global form will be made in U.S. dollars, these procedures can be used for cross-market transfers and the securities will be cleared and settled on a delivery against payment basis.

Cross-market transfers of securities that are not in global form may be cleared and settled in accordance with other procedures that may be established among the clearing systems for these securities. Investors in securities that are issued outside of the U.S., its territories and possessions must initially hold their interests through Clearstream, Luxembourg, Euroclear, or the clearance system that is described in the applicable prospectus supplement.

The policies of DTC, Clearstream, Luxembourg and Euroclear will govern payments, transfers, exchange and other matters relating to the investor’s interest in securities held by them. This is also true for any other clearance system that may be named in a prospectus supplement.

The issuers have no responsibility for any aspect of the actions of DTC, Clearstream, Luxembourg or Euroclear or any of their direct or indirect participants. The issuers have no responsibility for any aspect of the records kept by DTC, Clearstream, Luxembourg or Euroclear or any of their direct or indirect participants. The issuers also do not supervise these systems in any way. This is also true for any other clearing system indicated in a prospectus supplement.

DTC, Clearstream, Luxembourg, Euroclear and their participants perform these clearance and settlement functions under agreements they have made with one another or with their customers. You should be aware that they are not obligated to perform these procedures and may modify them or discontinue them at any time.

The description of the clearing systems in this section reflects the issuers’ understanding of the rules and procedures of DTC, Clearstream, Luxembourg and Euroclear as they are currently in effect. Those systems could change their rules and procedures at any time.

The distribution of the securities will be cleared through one or more of the clearing systems that we have described above or any other clearing system that is specified in the applicable prospectus supplement. Payment for securities will be made on a delivery versus payment or free delivery basis. These payment procedures will be more fully described in the applicable prospectus supplement.

Clearance and settlement procedures may vary from one series of securities to another according to the currency that is chosen for the specific series of securities. Customary clearance and settlement procedures are described below.

The applicable issuer will submit applications to the relevant system or systems for the securities to be accepted for clearance. The clearance numbers that are applicable to each clearance system will be specified in the prospectus supplement.

DTC participants that hold securities through DTC on behalf of investors will follow the settlement practices applicable to U.S. corporate debt obligations in DTC’s Same-Day Funds Settlement System, or such other procedures as are applicable for other securities.

Securities will be credited to the securities custody accounts of these DTC participants against payment in same-day funds, for payments in U.S. dollars, on the settlement date. For payments in a currency other than U.S. dollars, securities will be credited free of payment on the settlement date.

We understand that investors that hold their securities through Clearstream, Luxembourg or Euroclear accounts will follow the settlement procedures that are applicable to conventional Eurobonds in registered form for debt securities, or such other procedures as are applicable for other securities.

Securities will be credited to the securities custody accounts of Clearstream, Luxembourg and Euroclear participants on the business day following the settlement date, for value on the settlement date. They will be credited either free of payment or against payment for value on the settlement date.

Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC’s rules. Secondary market trading will be settled using procedures applicable to U.S. corporate debt obligations in DTC’s Same-Day Funds Settlement System for debt securities, or such other procedures as are applicable for other securities.

If payment is made in U.S. dollars, settlement will be in same-day funds. If payment is made in a currency other than U.S. dollars, settlement will be free of payment. If payment is made other than in U.S. dollars, separate payment arrangements outside of the DTC system must be made between the DTC participants involved.

We understand that secondary market trading between Clearstream, Luxembourg and/or Euroclear participants will occur in the ordinary way following the applicable rules and operating procedures of Clearstream, Luxembourg and Euroclear. Secondary market trading will be settled using procedures applicable to conventional Eurobonds in registered form for debt securities, or such other procedures as are applicable for other securities.

A purchaser of securities that are held in the account of a DTC participant must send instructions to Clearstream, Luxembourg or Euroclear at least one business day prior to settlement. The instructions will

In this section, debt securities issued by AstraZeneca PLC are referred to as “AZ PLC Debt Securities” and debt securities issued by AstraZeneca Finance LLC are referred to as “AZ Finance Debt Securities” (together with the AZ PLC Debt Securities, the “Debt Securities”).

The following summary is of a general nature and describes certain UK tax considerations that relate to the Debt Securities and is based on current UK law and what is understood to be the practice of H.M. Revenue and Customs (“HMRC”) as of the date hereof, both of which may change (possibly with retroactive effect). It is not tax advice. The comments relate only to the position of persons who are the absolute beneficial owners of their Debt Securities and any payments in respect of such Debt Securities and may not apply to certain classes of persons such as dealers and holders who are connected with us for relevant tax purposes. This section offers general guidance only and in particular does not discuss the UK tax treatment relevant to convertible or exchangeable securities, asset linked securities or securities issued at anything other than no discount or a fixed discount to their redemption amount.

If Debt Securities are issued with a redemption premium, then any such premium may constitute interest for UK tax purposes and so be treated in the manner described below. References to “interest” in this section mean interest as understood in UK tax law. The statements below do not take account of any different definitions of interest which may prevail under any other law or which may be created by the terms and conditions of the Debt Securities or any related documentation.

Payments of interest on AZ PLC Debt Securities will not be subject to withholding or deduction for or on account of UK taxation to the extent that the AZ PLC Debt Securities are treated as “quoted Eurobonds” within the meaning of section 987 of the Income Tax Act 2007 (the “Act”). This will be the case so long as the AZ PLC Debt Securities are listed on a “recognised stock exchange” within the meaning of Section 1005 of the Act. The Nasdaq Stock Market LLC will be a “recognised stock exchange” so long as it is registered with the SEC as a national securities exchange.

Even if the AZ PLC Debt Securities do not qualify as “quoted Eurobonds”, the withholding obligation is disapplied in respect of payments to holders who AstraZeneca PLC reasonably believes are either a UK resident company or a non-UK resident company carrying on a trade in the UK through a UK permanent establishment in respect of which the payment is required to be brought into account in calculating the non-UK resident’s UK chargeable profits, or otherwise fall within various categories enjoying a special tax status (including charities and pension funds), or are partnerships consisting of such persons (unless HMRC directs otherwise).

In all other cases, payments of interest on AZ PLC Debt Securities will generally be made after deduction of tax at the basic rate, which is currently 20%. Certain holders of Debt Securities who are resident in the U.S. may be entitled to receive payments free of deductions for or on account of UK tax under the UK — U.S. double taxation treaty and may therefore be able to obtain a direction to that effect from the appropriate taxation authority in the UK. Holders of Debt Securities who are resident in other jurisdictions may also be able to receive payment free of deductions or subject to a lower rate of deduction under an appropriate double taxation treaty and may be able to obtain a direction to that effect. However, such a direction will, in either case, only be issued on prior application to the relevant tax authorities by the holder in question. If such a direction is not in place at the time a payment of interest is made, the person making the payment will be required to withhold tax, although a holder of Debt Securities resident in another jurisdiction who is entitled to relief may subsequently claim the amount, or a proportion of the amount, as appropriate, withheld, from HMRC.

The interest on AZ PLC Debt Securities will have a UK source for tax purposes and, as such, may be subject to income tax by direct assessment even where paid without withholding. However, interest with a

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of Debt Securities that is for U.S. federal income tax purposes (i) a citizen or individual resident of the United States, (ii) a corporation (or other business entity treated as a corporation) that is organized under the laws of the United States, any state thereof or the District of Columbia, (iii) a trust subject to the control of one or more U.S. persons and the primary supervision of a U.S. court or (iv) an estate the income of which is subject to U.S. federal income taxation regardless of its source. A “Non-U.S. Holder” means a beneficial owner of Debt Securities that is not a U.S. Holder or a partnership (or an entity or arrangement treated as a partnership for U.S. federal income tax purposes).

The U.S. federal income tax treatment of a partner in a partnership (or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) that acquires, owns or disposes of a Debt Security generally will depend upon the status of the partner and the activities of the partnership. A prospective investor that is a partnership should consult its own advisors about the tax consequences for its partners of the acquisition, ownership or disposition of a Debt Security.

There may be further discussion of U.S. federal income tax considerations in the prospectus supplement for each series of Debt Securities.

Except as discussed below under “— Original Issue Discount,” interest on the Debt Securities (including any tax withheld therefrom and additional amounts paid in respect of such withholding) generally will be includible in the gross income of a U.S. Holder in accordance with its regular method of tax accounting for U.S. federal income tax purposes. Interest on floating rate Debt Securities will generally accrue at a hypothetical fixed rate equal to the rate at which such Debt Securities bore interest on their issue date. The amount of interest actually recognized for any accrual period will increase (or decrease) if the interest actually paid during the period is more (or less) than the amount accrued at the hypothetical rate. U.S. Holders of floating rate Debt Securities, therefore, generally will recognize income for each period equal to the amount paid during that period.

If AstraZeneca PLC or AstraZeneca Finance LLC has an unconditional option to redeem a Debt Security, for purposes of determining the yield and maturity of the Debt Instrument under the OID rules, the option will be presumed to be exercised if, utilizing an early redemption date and the amount payable on such date, the yield on the Debt Security would be lower than its yield to stated maturity. If the option is not exercised when presumed to be exercised, for purposes of computing future accruals of OID, the Debt Security would be treated as if it were retired and a new Debt Security were issued on the presumed exercise date for an amount equal to the Debt Security’s adjusted issue price on that date.

OID on a Debt Security that is denominated in a single currency other than U.S. dollars will be determined for any accrual period in the applicable currency and then translated into U.S. dollars in the same manner as other interest income accrued by an accrual method U.S. Holder, as described above under “— Interest.” A U.S. Holder will recognize exchange gain or loss when OID is paid to the extent of the difference between the U.S. dollar amount of the accrued OID and the U.S. dollar value of the currency received based on the spot exchange rate on the date of receipt. Such exchange gain or loss will be U.S. source ordinary income or loss and generally will not be considered additional interest income or expense. For this purpose, all payments (other than qualified stated interest) on a Debt Security will first be viewed as payments of previously accrued OID, with payments considered made for the earliest accrual periods first.

A U.S. Holder may elect to treat all interest on a Debt Security as OID applying the constant yield method described above to accrue such interest, with the modifications described below. For purposes of this election, interest includes stated interest, OID, de minimis OID, acquisition discount, and unstated interest, as adjusted by any amortizable bond premium. In applying the constant yield method to a Debt Security with respect to which this election has been made, the issue price of a Debt Security will equal the electing U.S. Holder’s adjusted basis in the Debt Security immediately after its acquisition, the issue date of the Debt Security will be the date of its acquisition by the electing U.S. Holder, and no payments on the Debt Security will be treated as payments of qualified stated interest. If a U.S. Holder makes this election, it will apply only to the Debt Security with respect to which it is made and the U.S. Holder may not revoke it without the consent of the IRS. A U.S. Holder making this election with respect to a Debt Security with bond premium will be deemed to have made the election (discussed below in “— Bond Premium”) to amortize bond premium currently with respect to all debt instruments with bond premium held or acquired by such U.S. Holder as of the beginning of that taxable year.

A U.S. Holder of a Debt Security with a maturity of one year or less (a “Short-Term Debt Security”) will be subject to special rules. The OID rules do not treat interest payments on a Short-Term Debt Security as qualified stated interest, but instead treat a Short-Term Debt Security as having OID determined by including stated interest payments in a Short-Term Debt Security’s stated redemption price at maturity. Except as noted below, a cash basis U.S. Holder of a Short-Term Debt Security generally will not be required to accrue OID currently, but will be required to treat any gain realized on a sale or other disposition of a Short-Term Debt Security as ordinary income to the extent such gain or loss does not exceed the OID accrued with respect to the Short-Term Debt Security during the period the U.S. Holder held such Short-Term Debt Security. Accrual basis (and electing cash basis) U.S. Holders will include OID on a Short-Term Debt Security in income on a current basis.

A U.S. Holder will accrue OID on a Short-Term Debt Security on a straight-line method unless it elects a constant yield method. If a U.S. Holder makes this election, it will apply only to the Short-Term Debt Security with respect to which it is made, and the U.S. Holder may not revoke it. Furthermore, unless a U.S. Holder is required or elects to include OID into income on a current basis as described above, a U.S.

A U.S. Holder that has an initial tax basis in a Debt Security that is greater than its stated redemption price at maturity may elect to treat the excess as amortizable bond premium. If a U.S. Holder makes this election, it will reduce the amount required to be included in income each year with respect to interest on the Debt Security by the amount of amortizable bond premium allocable to that year (based on a constant yield method). If a U.S. Holder makes an election to amortize bond premium, it will apply to all the taxable debt instruments of a U.S. Holder with bond premium that the electing U.S. Holder holds or acquires as of the beginning of that taxable year. A U.S. Holder may not revoke this election without the consent of the IRS.

In the case of a Debt Security denominated in a currency other than U.S. dollars, bond premium is computed in units of the relevant foreign currency and amortizable bond premium reduces interest income in units of such foreign currency. At the time amortized bond premium offsets interest income, foreign currency exchange gain or loss (taxable as U.S. source ordinary income or loss, but not generally as interest income or expense) is realized based on the difference between spot exchange rates at that time and at the time of the acquisition of the Debt Security.

With respect to a U.S. Holder that does not elect to amortize bond premium, the amount of bond premium constitutes a capital loss when the Debt Security matures.

A U.S. Holder generally will recognize gain or loss on a sale, retirement, redemption or other taxable disposition of a Debt Security in an amount equal to the difference between the amount realized (less any accrued but unpaid qualified stated interest, which will be taxable as interest income to the extent not previously included in income) and the U.S. Holder’s adjusted tax basis in the Debt Security, both as determined in U.S. dollars. In the case of a disposition of a Debt Security for an amount denominated in a foreign currency, the U.S. dollar amount realized will be the value of the foreign currency received based on the spot exchange rate on the date of disposition (or, if the Debt Securities are traded on an established securities market and the holder is a cash basis or an electing accrual basis holder, the settlement date). A U.S. Holder’s adjusted tax basis in a Debt Security generally will be the amount paid for the Debt Security, increased by the U.S. dollar amount of OID included in the U.S. Holder’s income with respect to the Debt Security and reduced by any bond premium amortized with respect to the Debt Security and the U.S. dollar value of any OID payments (including stated interest in excess of qualified stated interest) and principal payments previously received by the holder. The amount paid for a Debt Security denominated in a foreign currency will be the U.S. dollar value of the currency based on the spot exchange rate on the date of purchase (or, if the Debt Securities are traded on an established securities market and the U.S. Holder is a cash basis or an electing accrual basis holder, the settlement date).

Subject to the discussion above under “— Short-Term Debt Securities” and the discussion below of foreign currency exchange gain or loss, gain or loss recognized on a disposition of a Debt Security will generally be capital gain or loss. Any capital gain or loss will be long-term capital gain or loss if the U.S. Holder has held the Debt Security for more than one year at the time of disposition. A non-corporate U.S. Holder’s long-term capital gain may be taxed at lower rates. Deductions for capital losses are subject to limitations. Gain or loss recognized on a disposition of a Debt Security (regardless of whether it is of an AZ PLC Debt Security or an AZ Finance Debt Security) will generally be treated as from U.S. sources. On a disposition of a Debt Security denominated in a foreign currency, a U.S. Holder generally will recognize foreign currency exchange gain or loss with respect to the principal amount of the Debt Security (which, for this purpose, will be the U.S. Holder’s purchase price in the relevant foreign currency). Such foreign currency exchange gain or loss generally will be equal to the difference between the U.S. dollar value of the principal amount of the Debt Security on the date of acquisition and on the date of disposition. Foreign currency exchange gain or loss will be U.S. source ordinary income or loss and generally will not be considered additional interest income or expense. The amount of foreign currency exchange gain or loss

If a U.S. Holder recognizes a loss on a disposition of a Debt Security denominated in a foreign currency and such loss is above certain thresholds, the U.S. Holder may be required to file a disclosure statement with the IRS. U.S. Holders should consult their tax advisors regarding this reporting obligation.

The tax basis of currency other than U.S. dollars received by a U.S. Holder generally will equal the U.S. dollar equivalent of such foreign currency at the spot exchange rate on the date it is received. Upon the subsequent exchange of such foreign currency for U.S. dollars, another currency, or property, a U.S. Holder generally will recognize exchange gain or loss equal to the difference between the U.S. Holder’s tax basis in the foreign currency and the U.S. dollars received or the U.S. dollar value of the other currency (at the spot exchange rate on the date of exchange) or property. Such gain or loss will be U.S. source ordinary gain or loss.

Interest (which, for purposes of this discussion of Non-U.S. Holders, includes any OID) paid to a Non-U.S. Holder on an AZ PLC Debt Security will be exempt from U.S. withholding tax.

Subject to the discussion below under “— FATCA Withholding,” interest paid to a Non-U.S. Holder on an AZ Finance Debt Security generally will be exempt from U.S. withholding tax if (i) the Non-U.S. Holder is not considered a 10% shareholder (within the meaning of Sections 871(h)(3) or 881(c)(3) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)) of AstraZeneca Finance LLC, (ii) the Non-U.S. Holder is not a controlled foreign corporation related (within the meaning of Section 864(d)(4) of the Code) to AstraZeneca Finance LLC, (iii) the Non-U.S. Holder is not treated as a bank holding the AZ Finance Debt Security as an extension of credit in the ordinary course of its banking business for U.S. federal income tax purposes, (iv) payments on the AZ Finance Debt Security are not contingent interest ineligible for the portfolio interest exemption from U.S. withholding tax (generally interest determined by reference to income, profits, cash flow, sales, dividends or other similar attributes of AstraZeneca Finance LLC or any related person) and (v) the Non-U.S. Holder has furnished to the applicable withholding agent a complete IRS withholding form (generally, an applicable Form W-8) upon which the Non-U.S. Holder certifies, under penalties of perjury, that it is not a United States person. If a Non-U.S. Holder does not satisfy the requirements described above, then, subject to the discussion below under “— Net Income Tax”, interest paid to a Non-U.S. Holder on an AZ Finance Debt Security generally will be subject to U.S. withholding tax at a rate of 30% (or such lower rate as may be specified by an applicable income treaty, provided the Non-U.S. Holder satisfies applicable certification requirements establishing its eligibility for such lower rate).

Gain realized by a Non-U.S. Holder on the disposition of a Debt Security generally will not be subject to U.S. withholding tax or income tax unless (i) the gain is effectively connected with such holder’s conduct of a trade or business within the United States (as discussed below under “— Net Income Tax”) or (ii) the holder is an individual present in the United States for at least 183 days during the taxable year of disposition and certain other conditions are met, in which case, unless an applicable income tax treaty provides otherwise, such gain (which may be offset by certain U.S. source losses) generally will be subject to a 30% U.S. federal income tax.

If a Non-U.S. Holder is engaged in a trade or business within the United States, interest paid to the holder on a Debt Security or gain realized by the holder on the disposition of a Debt Security generally will be subject to U.S. federal income tax on a net income basis, in the same manner as if the holder were a