AstraZeneca (AZN) F-3ASRAutomatic shelf registration (foreign)

This prospectus is part of a registration statement that we filed with the SEC utilizing a “shelf” registration process. Under this shelf process, we may sell the securities described in this prospectus in one or more offerings.

This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find More Information About Us.” We have filed or incorporated by reference exhibits to the registration statement of which this prospectus forms a part. You should read the exhibits carefully for provisions that may be important to you.

Unless otherwise stated in this prospectus or unless the context otherwise requires, references in this prospectus to the “Company,” “we,” “our” and “us” are to AstraZeneca PLC and its consolidated subsidiaries, references to AstraZeneca PLC are to AstraZeneca PLC exclusive of its subsidiaries, and references to AstraZeneca Finance are to AstraZeneca Finance LLC exclusive of any subsidiaries it may from time to time have. Each of AstraZeneca PLC and AstraZeneca Finance, exclusive of their respective subsidiaries, is referred to as a “registrant,” and together as the “registrants.” The term “issuer” means either AstraZeneca PLC or AstraZeneca Finance, exclusive of their respective subsidiaries, depending on which registrant is offering the debt securities, and the term “issuers” means both AstraZeneca PLC and AstraZeneca Finance exclusive of their respective subsidiaries. The term “Guarantor” means AstraZeneca PLC, exclusive of its subsidiaries, as guarantor of debt securities offered by AstraZeneca Finance.

We are a global, science-led, patient-focused pharmaceutical company, committed to excellence in the research, development and commercialization of prescription medicines, primarily for the treatment of diseases in three main therapy areas: (i) Oncology, (ii) BioPharmaceuticals (comprising Cardiovascular, Renal & Metabolism (CVRM), Respiratory & Immunology (R&I) and Vaccines & Immune Therapies (V&I)), and (iii) Rare Disease.

Backed by a track record of pharmaceutical innovation over some 100 years, we have a broad range of marketed medicines that make a positive difference in healthcare. In addition to our pipeline of products in the discovery and development phases, our pipeline includes life-cycle management initiatives for approved products to bring further benefit for patients and maximize their commercial potential. As of December 31, 2023, our range of medicines included 13 products with annual sales of over $1 billion each.

Our products are sold in more than 125 countries worldwide, with five strategic research and development (“R&D”) centers: two in the United States (the “U.S.”) and one each in the United Kingdom (the “UK”), Sweden and China, and 27 operations sites in 16 countries. As of December 31, 2023, we employed approximately 89,900 people with approximately 38% in Emerging Markets, 35% in Europe, 20% in the U.S. and 7% in the Established Rest of World (Japan, Canada, Australia and New Zealand). Our registered office is located at 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge CB2 0AA, and our telephone number is +44-20-3749-5000.

The foregoing information about us is only a general summary and is not intended to be comprehensive. For additional information about us, you should refer to the information described under the caption “Where You Can Find More Information About Us.”

AstraZeneca Finance LLC (“AstraZeneca Finance”) is an indirect wholly-owned subsidiary of AstraZeneca PLC that was formed as a limited liability company on May 6, 2021 in the State of Delaware. AstraZeneca Finance is a finance subsidiary whose primary function and operations are to issue debt securities in one or more offerings and to lend or invest the proceeds to or in other AstraZeneca group companies. AstraZeneca Finance’s principal executive office is located at 1209 Orange Street, Wilmington, Delaware 19801, and its telephone number is +1-800-677-3394.

You should read Item 3.D “Risk factors” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, 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 or guarantee. Moreover, these subsidiaries and affiliated companies are not required and in the future, 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.

Claims of the creditors of our subsidiaries have priority as to the assets of such subsidiaries over AstraZeneca PLC’s rights as shareholders of such subsidiaries. The terms and conditions of the debt securities and the indenture by which they are governed do not limit the amount of liabilities that our subsidiaries may incur. Consequently, in the event of AstraZeneca PLC’s insolvency, the claims of holders of debt securities issued by AstraZeneca PLC would be structurally subordinated to the prior claims of the creditors of its subsidiaries. Excluding indebtedness of AstraZeneca Finance, as of December 31, 2023, our subsidiaries had $1.6 billion aggregate principal amount of indebtedness outstanding, including $1.1 billion of lease liabilities.

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

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

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:

We caution that the foregoing list of important factors is not exhaustive and other factors could also adversely affect our future results. The forward-looking statements speak only as of the date of this prospectus, in the case of forward-looking statements contained in this prospectus, or the dates of the documents incorporated by reference into this prospectus, in the case of forward-looking statements made

AstraZeneca PLC is a public limited company incorporated under the laws of England and Wales. Substantially all of its directors and officers, and some of the experts named in this document, reside outside the U.S. All or a substantial portion of its assets, and the assets of such persons, are located outside the U.S. Therefore, you may not be able to effect service of process within the U.S. upon AstraZeneca PLC or these persons so that you may enforce judgments of U.S. courts against AstraZeneca PLC or these persons based on the civil liability provisions of the U.S. federal securities laws. There is doubt as to how the courts of England and Wales would deal with an original action relying on civil liabilities solely based on the U.S. federal securities laws and how the courts of England and Wales would enforce judgments of U.S. courts, of civil liabilities solely based on the U.S. federal securities laws.

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, any documents filed with the SEC in the future under Sections 13(a), 13(c) and 15(d) of the Exchange Act, and reports furnished to the SEC on Form 6-K that indicate that they are incorporated by reference in this prospectus, with effect from the date that such document or report is so filed or furnished, 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 shall be issued under the indenture, dated as of May 28, 2021 (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 shall be issued under the indenture, dated as of May 28, 2021 (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 third situation is where, as a result of any delivery or requirement to deliver definitive, registered securities (having used all reasonable efforts to avoid having to issue such definitive registered securities), (i) the applicable issuer or the Guarantor would have to pay additional amounts as described under “— Payment of Additional Amounts” or (ii) a subsidiary of the applicable issuer or the Guarantor would be required to deduct or withhold tax on any payment to the issuer or the Guarantor to enable the issuer or the Guarantor to make any payment of principal or interest in respect of the debt securities, and in either case this cannot be avoided by the use of reasonable measures available.

The fourth situation is where, if the person formed by a consolidation of the applicable issuer or Guarantor or into which the applicable issuer or Guarantor is merged or to which the applicable issuer or the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required to pay a holder additional amounts in respect of any tax, assessment or governmental charge which is imposed on any such holder or required to be withheld or deducted from any payment to such holder as a consequence of such consolidation, merger, conveyance, transfer or lease. (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

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”).

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. Nasdaq 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 (in each case, unless H.M. Revenue and Customs (“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 UK source received without deduction or withholding on account of UK tax will effectively not be chargeable to UK tax in the hands of a person who is not resident for tax purposes in the UK unless that person carries on a trade, profession or vocation in the UK through a branch or agency (or, for holders who are companies, through a permanent establishment) in the UK in connection with which the interest is received or to which the AZ PLC Debt Securities are attributable. There are certain exceptions for interest received by certain categories of agents (such as some brokers and investment managers).

The provisions of the accrued income scheme (the “Scheme”) may apply to certain holders who are not subject to UK corporation tax, in relation to a transfer of the Debt Securities. On a transfer of securities with accrued interest the Scheme usually applies to deem the transferor to receive an amount of income equal to the accrued interest and to treat the deemed or actual interest subsequently received by the transferee as reduced by a corresponding amount. Generally, persons who are not resident in the UK and who do not carry on a trade in the UK through a branch or agency to which the Debt Securities are attributable will not be subject to the provisions of these rules.

No UK stamp duty or SDRT will generally be payable on dealings in AZ PLC Debt Securities or AZ Finance Debt Securities (as applicable) within a clearance service where such dealings are effected in electronic book entry form and not by written instrument of transfer, except where the clearance service has elected to apply an alternative system of charge, in which case the UK stamp duty or SDRT treatment of the AZ PLC Debt Securities or AZ Finance Debt Securities will depend on their particular terms and conditions.

The following discussion is a summary based on present law of certain U.S. federal income tax considerations relevant to the purchase, ownership and disposition of AZ PLC Debt Securities and AZ Finance Debt Securities. This discussion addresses only (i) U.S. Holders (as defined below) who purchase Debt Securities in an offering at the original offering price and hold Debt Securities as capital assets and use the U.S. dollar as their functional currency and (ii) Non-U.S. Holders (as defined below) who purchase AZ Finance Debt Securities in an offering at the original offering price and hold AZ Finance Debt Securities as capital assets. This discussion is not a complete description of all U.S. tax considerations relating to the purchase, ownership and disposition of a Debt Security. It does not address the tax treatment of prospective purchasers subject to special rules, such as banks and certain other financial institutions, dealers in securities or currencies, traders that elect to mark-to-market, insurance companies, regulated investment companies, real estate investment trusts, investors liable for the alternative minimum tax, investors required to take certain amounts into income no later than the time such amounts are reflected on their audited financial statements, U.S. expatriates, tax-exempt entities, pass-through entities (including partnerships and S-corporations) or persons holding Debt Securities as part of a hedge, straddle, conversion or other integrated financial transaction. It also does not address the tax treatment of U.S. Holders that will hold Debt Securities in connection with a permanent establishment or fixed base outside of the United States. This summary also does not address U.S. federal taxes other than the income tax (such as the Medicare surtax on net investment income or estate or gift taxes) or U.S. state and local, or non-U.S. tax laws or considerations.

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

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.

The interest from AZ PLC Debt Securities generally will be ordinary income from sources outside the United States and the interest from AZ Finance Debt Securities generally will be U.S. source ordinary income. If any UK tax is withheld from interest paid on AZ PLC Debt Securities, a U.S. Holder may, subject to certain conditions and limitations, be entitled to a foreign tax credit in respect of such tax.

A cash basis U.S. Holder receiving interest denominated in a currency other than U.S. dollars must include a U.S. dollar amount in income based on the spot exchange rate on the date of receipt whether or not the payment is converted to U.S. dollars. An accrual basis U.S. Holder (or a cash basis U.S. Holder in the case of interest, such as original issue discount, that must be accrued prior to receipt) receiving interest denominated in a currency other than U.S. dollars must include in income a U.S. dollar amount based on the average exchange rate during the accrual period (or, if an accrual period spans two taxable years, the partial period within the taxable year). Upon receipt of an interest payment in currency other than U.S. dollars, U.S. Holders that have accrued interest will recognize exchange gain or loss equal to the difference, if any, between the U.S. dollar amount of interest previously accrued and the U.S. dollar value of the payment received determined at 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.

An accrual basis U.S. Holder may elect to translate accrued interest into U.S. dollars at the spot exchange rate on the last day of the accrual period (or, if an accrual period spans two taxable years, at the exchange rate on the last day of the first taxable year for the interest accrued through that date). If accrued interest actually is received within five business days of the last day of the accrual period (or the taxable year, in the case of a partial accrual period), an electing accrual basis U.S. Holder instead may translate the accrued interest at the spot exchange rate on the date of actual receipt for purposes of translating accrued interest income into U.S. dollars (in which case no exchange gain or loss will be taken into account upon receipt). Any currency translation elections will apply to all debt instruments 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 U.S. Internal Revenue Service (the “IRS”).

For purposes of this discussion, the “spot exchange rate” generally means a rate that reflects a fair market rate of exchange available to the public for currency under a “spot contract” in a free market and involving representative amounts. A “spot contract” is a contract to buy or sell a currency other than the U.S. dollar on or before two business days following the date of the execution of the contract. If such a spot rate cannot be demonstrated, the IRS has the authority to determine the spot rate. The “average rate” for an accrual period (or partial period) is the average of the spot exchange rates for each business day of such period or other average exchange rate for the period reasonably derived and consistently applied by a U.S. Holder.

Debt Securities may be issued with “original issue discount” ​(“OID”). If the Debt Securities are issued with more than a statutory de minimis amount of OID, a U.S. Holder must accrue the OID into income on a constant yield to maturity basis, regardless of its regular method of tax accounting and whether or not it receives cash payments attributable to such OID. The Debt Securities will be issued with OID to the extent that their stated redemption price at maturity exceeds their issue price. However, a U.S. Holder will not have to accrue the OID if such excess is less than /4 of 1% of the stated redemption price at maturity of the Debt Securities multiplied by the number of complete years to their maturity (“de minimis OID”). The issue price of the Debt Securities is the initial price at which a substantial amount of the Debt Securities are first sold to the public (excluding sales to underwriters, placement agents, brokers or similar persons). The stated redemption price at maturity is generally the sum of all payments due on a Debt Security other than payments of stated interest that are unconditionally payable at least annually at a single fixed rate or, subject to certain conditions, one or more “qualified floating rates” ​(“qualified stated interest”). Accrued OID relating to an AZ PLC Debt Security, if any, generally will be treated as ordinary income from sources outside of the United States. Accrued OID relating to an AZ Finance Debt Security, if any, generally will be treated as U.S. source ordinary income.

If the Debt Securities are issued with more than de minimis OID, a U.S. Holder generally must include in income the sum of the “daily portions” of OID with respect to a Debt Security for each day during the taxable year or portion of the taxable year in which such holder held that Debt Security (“accrued OID”). The daily portion is determined by allocating to each day in any “accrual period” a pro rata portion of the OID allocable to that accrual period. The “accrual period” for a debt instrument issued with OID may be of any length and may vary in length over the term of the debt instrument, provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs on the first day or the final day of an accrual period.

The amount of OID allocable to any accrual period other than the final accrual period is an amount equal to the excess, if any, of: (i) the product of the Debt Security’s “adjusted issue price” at the beginning of the accrual period and its yield to maturity, determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period, over (ii) the aggregate of all qualified stated interest allocable to the accrual period. OID allocable to a final accrual period is the difference between the amount payable at maturity, other than a payment of qualified stated interest, and the adjusted issue price at the beginning of the final accrual period. The “adjusted issue price” of a Debt Security at the beginning of any accrual period is equal to its issue price increased by the accrued OID for each prior accrual period, and reduced by any payments previously made on the Debt Security other than a payment of qualified stated interest. Under these rules, a U.S. Holder will generally have to include in income increasingly greater amounts of OID in successive accrual periods.

Floating rate Debt Securities are subject to special OID rules. In the case of a floating rate Debt Security, both the yield to maturity and qualified stated interest will be determined as though the floating rate Debt Security will bear interest in all periods at a fixed rate generally equal to the rate that would be applicable on the date of issue or, in the case of certain floating rate Debt Securities, the rate that reflects the yield to maturity that is reasonably expected for the floating rate Debt Security. In certain cases, floating rate Debt Securities that bear stated interest and are issued at par may have OID, with the result that the inclusion of interest in income may vary from the actual cash payments of interest made on such floating rate Debt Securities.

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

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.

Holder of a Short-Term Debt Security having OID may be required to defer the deduction of all or a portion of the interest expense on any debt incurred or maintained to purchase or carry such Short-Term Debt Security.

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

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 U.S. Holder, if such interest or gain is effectively connected with such holder’s conduct of that U.S. trade or business (and, if required by an applicable income tax treaty applies, is attributable to such holder’s U.S. permanent establishment). In addition, a Non-U.S. Holder that is a corporation may be subject to a branch profits tax equal to 30% (or a lower applicable income tax treaty rate) of its effectively connected earnings and profits, subject to adjustments. Any such effectively connected interest on an AZ Finance Debt Security generally will be exempt from U.S. withholding tax if the Non-U.S. Holder satisfies applicable certification requirements (generally, by providing a properly executed IRS Form W-8ECI).

Payments to a Non-U.S. Holder of interest on AZ Finance Debt Securities generally will be subject to a 30% gross basis withholding tax in the case of interest paid to a “foreign financial institution” or a “nonfinancial foreign entity” within the meaning of Sections 1471 through 1474 of the Code and regulations and other guidance promulgated thereunder (collectively “FATCA”), unless certain procedural requirements are satisfied and certain information is provided to the IRS or such Non-U.S. Holder complies with certain requirements under laws, regulations or other guidance implementing an intergovernmental agreement between the United States and such Non-U.S. Holder’s home jurisdiction, and certain information

If the applicable issuer uses underwriters in the sale, they will acquire the securities for their own account and may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Unless provided otherwise in the applicable prospectus supplement, various conditions to the underwriters’ obligation to purchase the securities apply, and the underwriters will be obligated to purchase all of the securities contemplated in an offering if they purchase any of the securities. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

If the applicable issuer uses dealers in the sale, unless provided otherwise in the applicable prospectus supplement, the applicable issuer will sell securities to the dealers as principals. The dealers may then resell the securities to the public at varying prices that the dealers may determine at the time of resale.

The applicable issuer may sell securities directly or through agents that the applicable issuer designates, at a fixed price or prices, which may be changed, or at varying prices determined at the time of sale. Any such agent may be deemed to be an underwriter as that term is defined in the Securities Act. The prospectus supplement will name any agent involved in the offering and sale and will state any commissions which the applicable issuer will pay to that agent. Unless provided otherwise in the applicable prospectus supplement, any agent is acting on a best efforts basis for the period of its appointment.

If the applicable issuer indicates in the applicable prospectus supplement, the applicable issuer will authorize underwriters, dealers or agents to solicit offers from various institutional investors to purchase securities from it pursuant to contracts providing for payment and delivery on a future date that the prospectus supplement specifies. The underwriters, dealers or agents may impose limitations on the minimum amount that the institutional investor can purchase. They may also impose limitations on the portion of the aggregate amount of the securities that they may sell. These institutional investors include:

Except as hereinafter set forth, there is no provision of the Memorandum and Articles of Association of AstraZeneca PLC (which may be referred to as the “Company” in this Item 8) or any contract, arrangement or statute under which any director or officer of the Company is insured or indemnified in any manner against any liability that he may incur in his capacity as such.

The Company has entered into Deeds of Indemnity with the directors of the Company that provide that, subject to certain conditions precedent and limitations, in consideration for such director or officer continuing in, retiring, or accepting, office as a director or officer of (i) the Company or (ii) any of the Company’s subsidiaries, the Company will indemnify and hold the director harmless in respect of all (a) claims, actions and proceedings and (b) losses, damages, penalties, liabilities, compensation or other awards, or any settlement thereof to which the Company consents, arising in connection with any claims, actions or proceedings (whether instigated, imposed, incurred or settled under the laws of any jurisdiction) arising out of, or in connection with, the actual or purported exercise of, or failure to exercise any of the director’s powers, duties or responsibilities as a director or officer of the Company or any of its subsidiaries.

Without prejudice to the provisions of Article 138, the board may exercise all the powers of the Company to purchase and maintain insurance for or for the benefit of any person who is or was:

Subject to the provisions of the Companies Acts but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every director or other officer of the Company (other than any person (whether an officer or not) engaged by the Company as auditor) shall be indemnified out of the assets of the Company against any liability incurred by such director or other officer for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company, provided that this Article shall be deemed not to provide for, or entitle any such person to, indemnification to the extent that it would cause this Article, or any element of it, to be treated as void under the Act or otherwise under the Companies Acts.

AstraZeneca PLC maintains directors’ and officers’ liability insurance which, subject to policy terms and limitations, provides insurance cover against the personal liabilities which directors and officers may incur by reason of their duties. The authorized representative is also entitled to the benefit of the same directors’ and officers’ liability insurance.

The form of underwriting agreement to be filed as an exhibit to this registration statement will provide that each underwriter, severally, will indemnify AstraZeneca PLC and each of its directors and officers who signed the Registration Statement and each person, if any, who controls AstraZeneca PLC within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against certain civil liabilities.

AstraZeneca PLC has entered into Deeds of Indemnity with the directors of AstraZeneca PLC that provide that, subject to certain conditions precedent and limitations, in consideration for such director or officer continuing in, retiring, or accepting, office as a director or officer of (i) AstraZeneca PLC or (ii) any of AstraZeneca PLC’s subsidiaries, AstraZeneca PLC will indemnify and hold the director harmless in respect of all (a) claims, actions and proceedings and (b) losses, damages, penalties, liabilities, compensation or other awards, or any settlement thereof to which AstraZeneca PLC consents, arising in connection with any claims, actions or proceedings (whether instigated, imposed, incurred or settled under the laws of any jurisdiction) arising out of, or in connection with, the actual or purported exercise of, or failure to exercise any of the director’s powers, duties or responsibilities as a director or officer of AstraZeneca PLC or any of its subsidiaries.

required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by AstraZeneca PLC pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.