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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
ASTRAZENECA
PLC
(Exact
Name of Registrant as Specified in its Charter)
ENGLAND
NONE
(State
or Other Jurisdiction of
Incorporation
or Organization)
(I.R.S.
Employer
Identification
No.)
15
Stanhope Gate
London
W1K 1LN
ENGLAND
(Address
of Principal Executive Offices)
ASTRAZENECA
SHARE OPTION PLAN
ASTRAZENECA
RESTRICTED SHARE PLAN
ASTRAZENECA
PERFORMANCE SHARE PLAN
ASTRAZENECA
DEFERRED BONUS PLAN
ASTRAZENECA
PHARMACEUTICALS LP 2007 RESTRICTED STOCK UNIT AWARD PLAN
ASTRAZENECA
PHARMACEUTICALS LP EXECUTIVE PERFORMANCE SHARE PLAN
MEDIMMUNE,
INC. 2008 RESTRICTED STOCK UNIT AWARD PLAN
(Full
Title of the Plan)
Ann
Booth-Barbarin, Esq.
AstraZeneca
Pharmaceuticals LP
1800
Concord Pke, P.O. Box 15437
Wilmington,
DE 19850-5437
(302)
886-3000
(Telephone
Number, Including Area Code, of Agents for
Service)
With a copy
to:
George
R. Ince, Jr.
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, NY 10017
(212)
450-4000
CALCULATION
OF REGISTRATION FEE
Title
of Each Class of Securities to be Registered
Amount
To Be
Registered(1)
Proposed
Maximum
Offering
Price
Per
Share(2)
Proposed
Maximum
Aggregate Offering Price(2)
Amount
of
Registration
Fee(3)
American
Depositary Receipts representing Ordinary Shares, par value £0.25 each of
AstraZeneca PLC
58,195,000
$46.98
(2)
$2,734,001,100
(2)
$107,446.24
(1)
This
Registration Statement on Form S-8 (the “Registration Statement”) covers
ADRs representing Ordinary Shares of AstraZeneca PLC (the “Company” or the
“Registrant”) (i) issuable pursuant to the AstraZeneca Share Option Plan,
Restricted Share Plan, Performance Share Plan, Deferred Bonus Plan,
Pharmaceuticals LP Executive Performance Share Plan, Pharmaceuticals LP
2007 Restricted Stock Unit Award Plan and MedImmune, Inc. 2008 Restricted
Stock Unit Award Plan (the “Plans”), (ii) to be issued in the future under
the Plans and (iii) pursuant to Rule 416(a) under the Securities Act of
1933, as amended (“Securities Act”), any additional ADRs that become
issuable under the plans by reason of any stock dividend, stock split, or
other similar transaction.
(2)
Estimated
pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, solely
for the purpose of computing the registration fee, based on the average of
the high and low prices reputed for a share of Common Stock on the New
York Stock Exchange on July 30, 2008. This includes shares of
Common Stock to be issued upon settlement of restricted stock units
granted and outstanding under the
Plans.
(3)
Rounded
up to the nearest penny.
PART
I
The
information specified in Item 1 and Item 2 of Part I of the Registration
Statement is omitted from this filing in accordance with the provisions of Rule
428 under the Securities Act and the introductory note to Part I of the
Registration Statement. The documents containing the information
specified in Part I will be delivered to the participants in the Plans as
required by Rule 428(b)(1).
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents are incorporated herein by reference:
(a) Annual
Report on Form 20-F for the year ended December 31, 2007 of the registrant,
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(“Exchange Act”).
(b) The
description of the Company’s Ordinary Shares of £0.25 each, and
American Depositary Receipts evidencing American Depositary Shares, each
American Depositary Share representing one Ordinary Share of the Company from
Item 1 of the Form 8A/A registration statement of the Company filed under the
Exchange Act (File No. 1-11960) (incorporated herein by reference).
In
addition, all documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part hereof from the date of the filing of
such documents.
Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein, (or
in any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein), modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
Item
4. Description of Securities.
Not applicable.
Item
5. Interests of Named Experts and Counsel.
None.
Item
6. Indemnification of Directors and Officers.
Article 134 of the Articles of
Association of the Company provides:
“Subject to the provisions of the
Companies Acts but without prejudice to any indemnity to which a director may
otherwise be entitled, every director or other officer of the Company shall be
indemnified out of the assets of the Company against any liability incurred by
him in defending any proceedings, whether civil or criminal, in which judgment
is given in his favour (or the proceedings are otherwise disposed of without any
finding or admission of any material breach of duty on his part) or in which he
is acquitted or in connection with any application in which relief is granted to
him by the court from liability for negligence, default, breach of duty or
breach of trust in relation to the affairs of the Company.”
Article
88.2 of the Articles of Association of the Company provides:
2
“Without prejudice to the provisions of
Article 134, 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:
(a) a director, officer, employee or
auditor of the Company, or any body which is or was the holding company or
subsidiary undertaking of the Company, or in which the Company or such holding
company or subsidiary undertaking has or had any interest (whether direct or
indirect) or with which the Company or such holding company or subsidiary
undertaking is or was in any way allied or associated; or
(b) a trustee of any pension fund in
which employees of the Company or any other body referred to in Article 88.2(a)
is or has been interested,
including
without limitation insurance against any liability incurred by such person in
respect of any act or omission in the actual or purported execution or discharge
of his duties or in the exercise or purported exercise of his powers or
otherwise in relation to his duties, powers, or offices in relation to the
relevant body or fund.”
The following sections are excerpted
from the United Kingdom Statute, Companies Act 1985, as
amended:
“Part
IX, § 309A: Provisions protecting directors from liability.
(1) This section applies in relation to
any liability attaching to a director of a company in connection with any
negligence, default, breach of duty or breach of trust by him in relation to the
company.
(2) Any provision which purports to
exempt (to any extent) a director of a company from any liability within
subsection (1) is void.
(3) Any provision by which a company
directly or indirectly provides (to any extent) an indemnity for a director of
–
(a) the company, or
(b) an associated
company,
against
any liability within subsection (1) is void
This is subject to subsections (4) and
(5).
(4) Subsection (3) does not apply to a
qualifying third party indemnity provision (see section
309B(1)).
(5) Subsection (3) does not prevent a
company from purchasing and maintaining for a director of –
(a) the company, or
(b) an associated
company,
insurance
against any liability within subsection (1).
(6) In this section
–
“associated
company”, in relation to a company (“C”), means a company which is C’s
subsidiary, or C’s holding company or a subsidiary of C’s holding
company;
“provision”
means a provision of any nature, whether or not it is contained in a company’s
articles or in any contract with a company.”
“Part IX, § 309B: Qualifying third party
indemnity provisions.
3
(1) For the purposes of section 309A(4)
a provision is a qualifying third party indemnity provision if it is a provision
such as is mentioned in section 309A(3) in relation to which conditions A to C
below are satisfied.
(2) Condition A is that the provision
does not provide any indemnity against any liability incurred by the
director–
(a) to the company,
or
(b) to any associated
company.
(3) Condition B is that the provision
does not provide any indemnity against any liability incurred by the director to
pay –
(a) a fine imposed in criminal
proceedings, or
(b) a sum payable to a regulatory
authority by way of a penalty in respect of noncompliance with any requirement
of a regulatory nature (however arising).
(4) Condition C is that the provision
does not provide any indemnity against any liability incurred by the
director–
(a) in defending any criminal
proceedings in which he is convicted, or
(b) in defending any civil proceedings
brought by the company, or an associated company, in which judgment is given
against him, or
(c) in connection with any application
under any of the following provisions in which the court refuses to grant him
relief, namely –
(i) section 144(3) or (4) (acquisition
of shares by innocent nominee), or
(ii) section 727 (general power to grant
relief in case of honest and reasonable conduct).
(5) In paragraph (a), (b) or (c) of
subsection (4) the reference to any such conviction, judgment or refusal of
relief is a reference to one that has become final.
(6) For the purposes of subsection (5) a
conviction, judgment or refusal of relief becomes final –
(a) if not appealed against, at the end
of the period for bringing an appeal, or
(b) if appealed against, at the time
when the appeal (or any further appeal) is disposed of.
(7) An appeal is disposed of
–
(a) if it is determined and the period
for bringing any further appeal has ended, or
(b) if it is abandoned or otherwise
ceases to have effect.
(8) In this section “associated company”
and “provision” have the same meaning as in section 309A.”
“Part IX, § 309C: Disclosure of
qualifying third party indemnity provisions.
(1) Subsections (2) and (3) impose
disclosure requirements in relation to a directors’ report under section 234 in
respect of a financial year.
(2) If –
4
(a) at the time when the report is
approved under section 234A, any qualifying third party indemnity provision
(whether made by the company or otherwise) is in force for the benefit of one or
more directors of the company, or
(b) at any time during the financial
year, any such provision was in force for the benefit of one or more persons who
were then directors of the company,
the report
must state that any such provision is or (as the case may be) was so in
force.
(3) If the company has made a qualifying
third party indemnity provision and –
(a) at the time when the report is
approved under section 234A, any qualifying third party indemnity provision made
by the company is in force for the benefit of one or more directors of an
associated company, or
(b) at any time during the financial
year, any such provision was in force for the benefit of one or more persons who
were then directors of an associated company, the report must state that any
such provision is or (as the case may be) was so in force.
(4) Subsection (5) applies where a
company has made a qualifying third party indemnity provision for the benefit of
a director of the company or of an associated company.
(5) Section 318 shall apply to
–
(a) the company, and
(b) if the director is a director of an
associated company, the associated company,
as if a
copy of the provision, or (if it is not in writing) a memorandum setting out its
terms, were included in the list of documents in section 318(1).
(6) In this section
–
“associated company” and “provision”
have the same meaning as in section 309A; and
“qualifying third party indemnity
provision” has the meaning given by section 309B(1).”
“Part XXV, § 727: Power of court to
grant relief in certain cases.
(1) If in any proceedings for
negligence, default, breach of duty or breach of trust against an officer of a
company or a person employed by a company as auditor (whether he is or is not an
officer of the company) it appears to the court hearing the case that that
officer or person is or may be liable in respect of the negligence, default,
breach of duty or breach of trust, but that he has acted honestly and
reasonably, and that having regard to all the circumstances of the case
(including those connected with his appointment) he ought fairly to be excused
for the negligence, default, breach of duty or breach of trust, that court may
relieve him, either wholly or partly, from his liability on such terms as it
thinks fit.
(2) If any such officer or person as
above-mentioned has reason to apprehend that any claim will or might be made
against him in respect of any negligence, default, breach of duty or breach of
trust, he may apply to the court for relief; and the court on the application
has the same power to relieve him under this section as it would have had if it
had been a court before which proceedings against that person for negligence,
default, breach of duty or breach of trust had been brought.
(3) Where a case to which subsection (1)
applies is being tried by a judge with a jury, the judge, after hearing the
evidence, may, if he is satisfied that the defendant or defender ought in
pursuance of that subsection to be relieved either in whole or in part from the
liability sought to be enforced against him, withdraw the case in whole or in
part from the jury and forthwith direct judgment to be entered for the defendant
or defender on such terms as to costs or otherwise as the judge may think
proper.”
5
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
Exhibit
Number
4.1
Form
of Deposit Agreement dated as of June 1, 1993, among the Company, Morgan
Guaranty Trust Company of New York, as depositary, and the holders from
time time of American Depositary Receipts (“ADRs”), including the form of
ADR attached hereto as Exhibit A. (Incorporated by reference to Exhibit
2.4 [as incorporated therein by reference to 1933 Act File No. 33-61406]
to the Form 8-A/A registration statement of the Company filed under the
Exchange Act; see File No. 1-11960)
5
Opinion
of Ann Booth-Barbarin
23.1
Consent
of KPMG, independent auditors
23.2
Consent
of Ann Booth-Barbarin (included in Exhibit 5)
24
Power
of Attorney (included in the signature pages hereof)
99.1
AstraZeneca
Share Option Plan
99.2
AstraZeneca
Restricted Share Plan
99.3
AstraZeneca
Performance Share Plan
99.4
AstraZeneca
Deferred Bonus Plan
99.5
AstraZeneca
Pharmaceuticals LP 2007 Restricted Stock Unit Award
Plan
99.6
AstraZeneca
Pharmaceuticals LP Executive Performance Share Plan
99.7
MedImmune,
Inc. 2008 Restricted Stock Unit Award
Plan
Item
9. Undertakings.
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement;
(iii) To
include any material information with respect to the Plan not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement;
6
provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange
Act that are incorporated by reference in this Registration
Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) That, for the
purpose of determining liability under the Securities Act to any
purchaser:
(i) If the
Company is relying on Rule 430B:
(A) Each prospectus filed by the Company
pursuant to Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
(B) Each prospectus required to
be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a
registration statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by section 10(a) of the 1933 Act
shall be deemed to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of 314 securities in the
offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such effective date; or
(ii) If
the Company is subject to Rule 430C, each prospectus filed pursuant to
Rule 424(b) as part of a registration statement relating to an
offering, other than registration statements relying on Rule 430B or other
than prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
(5) That,
for the purpose of determining liability of the Company under the 1933 Act to
any purchaser in the initial distribution of the securities, the undersigned
Company undertakes that in a primary offering of securities of the undersigned
Company pursuant to this Registration Statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of the following communication, the
undersigned Company will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
7
(i) any preliminary prospectus
or prospectus of the undersigned Registrant relating to the offering required to
be filed pursuant to Rule 424;
(ii) any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned Company or used or referred to by the undersigned
Company;
(iii)
the portion of any other free writing prospectus relating to the offering
containing material information about the undersigned Company or its securities
provided by or on behalf of the undersigned Company; and
(iv) any
other communication that is an offer in the offering made by the undersigned
Company to the purchaser.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
8
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant,
AstraZeneca PLC, certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Wilmington, Delaware, on the 5th day of August,
2008.
AstraZeneca
PLC
By:
/s/ Ann
Booth-Barbarin
Name:
Ann
Booth-Barbarin, Esq.
Title:
Senior
Counsel and Assistant Secretary
9
POWER
OF ATTORNEY
Know all
men by these presents that each person whose signature appears below,
constitutes and appoints Graeme Harold Rankine Musker, Glenn M. Engelmann, and
Ann Booth-Barbarin and each of them, our true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, to do any all acts
and things and execute, in the name of the undersigned, any and all instruments
which said attorneys-in-fact and agents may deem necessary or advisable in order
to enable AstraZeneca PLC to comply with the Securities Act of 1933, as amended
(the “1933 Act), and any requirements of the Securities and Exchange Commission
(the “Commission”) in respect thereof, in connection with the filing with the
Commission of a Registration Statement under the 1933 Act, with respect to the
increase in the shares to be registered under the AstraZeneca Share Option Plan,
and the AstraZeneca Executive Performance Share Plan, and the approval of the
AstraZeneca Pharmaceuticals LP 2007 Restricted Stock Unit Award Plan, including
specifically but without limitation, power and authority to sign the name of the
undersigned to such registration statement, and any amendments to such
Registration Statement (including post-effective amendments), and to file the
same with all exhibits thereto and other documents in connection therewith, the
Commission, to sign any and all applications, registration statements, notices
or other documents necessary or advisable to comply with applicable state
securities laws, and to file the same, together with other documents in
connection therewith with the appropriate state securities authorities, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and to perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully and to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the following capacities
on the dates shown.
10
Signature
Title
Date
/s/ David R. Brennan
Executive
Director – Chief Executive (Principal Executive Officer)
8/5/08
David
R. Brennan
/s/ Simon Lowth
Executive
Director – Chief Financial Officer (Principal Financial
Officer)
8/5/08
Simon
Lowth
s/ John
Patterson
John
Patterson
Executive
Director
8/5/08
/s/ Louis Schweitzer
Non-Executive
Chairman
8/5/08
Louis
Schweitzer
/s/ Håkan Mogren
Non-Executive
Deputy Chairman
8/5/08
Håkan
Mogren
/s/ Jane Henney
Non-Executive
Director
8/5/08
Jane
Henney
/s/ Marcus Wallenberg
Non-Executive
Director
8/5/08
Marcus
Wallenberg
/s/ Michele Hooper
Non-Executive
Director
8/5/08
Michele
Hooper
/s/ John Varley
Director
8/5/08
John
Varley
/s/ Nancy Rothwell
Director
8/5/08
Nancy
Rothwell
11
POWER
OF ATTORNEY
Know all
men by these presents that each person whose signature appears below,
constitutes and appoints Graeme Harold Rankine Musker, Glenn M. Engelmann, and
Ann Booth-Barbarin and each of them, our true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, to do any all acts
and things and execute, in the name of the undersigned, any and all instruments
which said attorneys-in-fact and agents may deem necessary or advisable in order
to enable AstraZeneca PLC to comply with the Securities Act of 1933, as amended
(the “1933 Act), and any requirements of the Securities and Exchange Commission
(the “Commission”) in respect thereof, in connection with the filing with the
Commission of a Registration Statement under the 1933 Act, with respect to the
approval of the MedImmune, Inc. 2008 Restricted Stock Unit Award Plan, the
AstraZeneca Performance Share Plan, the AstraZeneca Restricted Share Plan and
the AstraZeneca Deferred Bonus Plan and the number of shares needed to be
registered for issuance to US participants under these plans, including
specifically but without limitation, power and authority to sign the name of the
undersigned to such registration statement, and any amendments to such
Registration Statement (including post-effective amendments), and to file the
same with all exhibits thereto and other documents in connection therewith, the
Commission, to sign any and all applications, registration statements, notices
or other documents necessary or advisable to comply with applicable state
securities laws, and to file the same, together with other documents in
connection therewith with the appropriate state securities authorities, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and to perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully and to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the following capacities
on the dates shown.
12
Signature
Title
Date
/s/ David R. Brennan
Executive
Director – Chief Executive (Principal Executive Officer)
8/5/08
David
R. Brennan
/s/ Simon Lowth
Executive
Director – Chief Financial Officer (Principal Financial
Officer)
8/5/08
Simon
Lowth
/s/ John
Patterson
Executive
Director
8/5/08
John
Patterson
/s/ Louis Schweitzer
Non-Executive
Chairman
8/5/08
Louis
Schweitzer
/s/ Håkan Mogren
Non-Executive
Deputy Chairman
8/5/08
Håkan
Mogren
/s/ Jane Henney
Non-Executive
Director
8/5/08
Jane
Henney
/s/ Marcus Wallenberg
Non-Executive
Director
8/5/08
Marcus
Wallenberg
/s/ Michele Hooper
Non-Executive
Director
8/5/08
Michele
Hooper
/s/ John Buchanan
Non-Executive
Director
8/5/08
John
Buchanan
/s/ Jean-Phillipe Courtois
Non-Executive
Director
8/5/08
Jean-Phillipe
Courtois
/s/ John Varley
Director
8/5/08
John
Varley
/s/ Nancy Rothwell
Director
8/5/08
Nancy
Rothwell
/s/ Bo Angelin
Director
8/5/08
Bo
Angelin
13
EXHIBIT INDEX1
Exhibit
Number
4.1
Form
of Deposit Agreement dated as of June 1, 1993, among the Company, Morgan
Guaranty Trust Company of New York, as depositary, and the holders from
time to time of American Depositary Receipts (“ADRs”), including the form
of ADR attached hereto as Exhibit A. (Incorporated by reference to Exhibit
2.4 [as incorporated therein by reference to 1933 Act File No. 33-61406]
to the Form 8-A/A registration statement of the Company filed under the
Exchange Act; see File No. 1-11960)
5
Opinion
of Ann Booth-Barbarin
23.1
Consent
of KPMG, independent auditors
23.2
Consent
of Ann Booth-Barbarin (included in Exhibit 5)
24
Power
of Attorney (included in the signature pages hereof)
99.1
AstraZeneca
Share Option Plan
99.2
AstraZeneca
Restricted Share Plan
99.3
AstraZeneca
Performance Share Plan
99.4
AstraZeneca
Deferred Bonus Plan
99.5
AstraZeneca
Pharmaceuticals LP 2007 Restricted Stock Unit Award
Plan
99.6
AstraZeneca
Pharmaceuticals LP Executive Performance Share Plan
99.7
MedImmune,
Inc. 2008 Restricted Stock Unit Award
Plan
1
Should be identical to prior list of exhibits
14
Securities
and Exchange Commission
100 F
Street, NW
Washington,
D.C. 20549
Dear
Sirs:
In connection with this Registration
Statement on Form S-8 (the “Registration Statement”) to register under the
Securities Act of 1933, as amended, 58,195,000 American Depositary Receipts of
the Company’s common stock, par value £0.25 per share (the “Shares”),
deliverable pursuant to the AstraZeneca Share Option Plan, Restricted Share
Plan, Performance Share Plan, Deferred Bonus Plan, Pharmaceuticals LP Executive
Performance Share Plan, Pharmaceuticals LP 2007 Restricted Stock Unit Award Plan
and MedImmune, Inc. 2008 Restricted Stock Unit Award Plan (the “Plans”), I have
examined originals or copies, certified or otherwise identical to my
satisfaction of such documents, corporate records, certificates of public
officials and other instruments as I have deemed necessary for the purpose of
this opinion.
Upon the basis of the foregoing, I am
of the opinion that the Shares, when delivered in accordance with the Plans upon
receipt by the Company of adequate consideration therefor, will be validly
issued,
fully paid and nonassessable.
We consent to the filing of this
opinion as an exhibit to the Registration Statement.
Very
truly yours,
/s/ Ann
Booth-Barbarin
Ann
Booth-Barbarin
Senior
Counsel and Assistant Secretary
EXHIBIT
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board
of Directors
AstraZeneca
PLC
We consent
to the use of our reports dated January 31, 2008, with respect to the
consolidated balance sheets of AstraZeneca PLC as of December 31, 2007, 2006 and
2005, and the related consolidated income statements, consolidated statements of
recognised income and expense, and consolidated cash flow statements for each of
the years in the three-year period ended December 31, 2007, and the
effectiveness of internal control over financial reporting as of December 31,
2007, incorporated herein by reference.
/s/
KPMG Audit Plc
KPMG
Audit Plc, London
31
July 2008
Exhibit
99.1
AstraZeneca
PLC
________________________________________________________________
THE
ASTRAZENECA SHARE OPTION PLAN
__________________________________________________________________
As
adopted by the Board of Directors of the Company and approved by the Company in
general meeting on 26 May 2000
Amended:
24
July 2002 (new exercise process changes)
3
October 2002 (French schedule)
THE ASTRAZENECA SHARE OPTION
PLAN
CONTENTS
Page
1.
The AstraZeneca Share
Option Plan
1.
How
the Plan will operate
1
2.
Performance
targets
2
3.
The
limit on the number of Shares which can be issued
2
4.
The
exercise of Options
4
5.
Cessation
of Employment
4
6.
Lapse
of Options
5
7.
General
offer, scheme of arrangement or voluntary winding-up
of the Company
6
8.
How
Options are exercised
8
9.
Adjustment
of Options
9
10.
Exchange
of Options
10
11.
Amending
the Plan
11
12.
General
12
US
Appendix
15
Canadian
Appendix
21
Schedule
1 (France)
21
Schedule
2 (The Netherlands)
22
Schedule
3 (Japan)
25
Schedule
4 (Puerto Rico)
26
Schedule
5 (Belgium)
27
Definitions
Appendix
28
Page
2.
The AstraZeneca Inland
Revenue Approved Share Option Plan
1.
How
the Approved Plan will operate
33
2.
Performance
targets
34
3.
The
limit on the number of Shares which can be issued
35
4.
The
exercise of Options
36
5.
Lapse
of Options
37
6.
Discretion
to extend period of exercise
38
7.
General
offer, scheme of arrangement or voluntary winding-up
of the Company
39
8.
How
Options are exercised
40
9.
Adjustment
of Options
41
10.
Exchange
of Options
42
11.
Amending
the Approved Plan
43
12.
General
44
Definitions
Appendix
47
RULES OF THE ASTRAZENECA SHARE OPTION
PLAN
1. HOW THE PLAN WILL
OPERATE
1.1
Policies
set by the Remuneration
Committee
The
Remuneration Committee will set the policies for the Company’s operation
and administration of the Plan within the terms of the Rules, including as
regards:
1.1.1
the Eligible
Employees who will be eligible to participate from time to
time;
1.1.2
the maximum
Market Value of Shares which may be put under any Eligible Employee’s
Option;
1.1.3
what Option
Price will apply to each Eligible Employee’s
Option;
1.1.4
whether any
performance target(s) will apply to the grant and/or exercise of each
Eligible Employee’s Option;
1.1.5
how Options
are granted; and
1.1.6
the extent to
which Options may be exercised when Participants cease
Employment.
The Remuneration
Committee can change any of its policies at any time but it cannot change its
policies to the detriment of a Participant’s subsisting
Options.
1.2
Participation
and the grant of Options
An Eligible Employee
may be recommended from time to time for the grant of an
Option. Options will be granted by the Company in accordance with the
Rules. Alternatively, the Company may request the Trustee to grant
the Option or agree to satisfy the exercise of any Option granted in accordance
with the Rules. Options will be granted by deed. A single
deed of grant can be executed in favour of any number of Eligible
Employees.
1.3
The
Option Price
An Option will
be granted at the Option Price determined by the Remuneration Committee in
accordance with the Rules.
1
1.4
When
Options will be granted
An Option can
be granted at any time provided that the Date of Grant of an Option is not
during a Close Period. After the fifth anniversary of the approval of the
Plan by the Company in general meeting, no Option can be granted until the
Remuneration Committee has reviewed the
Plan.
1.5
Confirmation
that an Option has been
granted
A Participant
who has been granted an Option will be sent, as soon as administratively
practicable, an Option certificate confirming the grant of the Option and
the terms on which it is granted.
1.6
An
Option is personal to the
Participant
An Option
cannot be transferred, assigned, charged or otherwise disposed of. On the
death of a Participant, his Option can be transmitted to his personal
representatives.
1.7
An
Option is subject to the Rules but may be
renounced
An Option is
granted incorporating and subject to the Rules. A Participant
may renounce his Option, in whole or in part, within 30 days of the Date
of Grant and, to the extent renounced, the Option will be treated as if it
had never been granted.
2.
PERFORMANCE
TARGETS
2.1
Performance
targets on grant or exercise of an
Option
The grant or
exercise of an Option may be subject to a performance target selected by
the Remuneration Committee which, in the case of a performance target on
exercise, will normally have to be met before the Option can be exercised.
The exercise of an Option can be subject to any additional terms and
conditions the Remuneration Committee considers appropriate. If
an Option is subject to any performance target or any additional terms and
conditions, these will be specified at the Date of Grant. Where
an Option has been granted subject to a performance target, the
Remuneration Committee will have complete discretion to decide whether and
to what extent the performance target has been
met.
2.2
Different
performance targets can apply to different Eligible
Employees
Options can be
subject to different performance targets for each Eligible
Employee.
2
3.
THE
LIMIT ON THE NUMBER OF SHARES WHICH CAN
BE ISSUED
3.1
The
limit for all Shares issued under the
Plan
The number of Shares
which can be allocated under the Plan on any day, when aggregated with the
number of Shares allocated under the Approved Plan and any other Employees’
Share Scheme adopted by the Company in the previous 10 years, cannot exceed 10
per cent of the ordinary issued share capital of the Company from time to
time.
3.2
Meaning
of allocation and exclusion from these
limits
The references in
these Rules to the “allocation” of Shares mean, in the case of any share option
plan, the placing of unissued Shares under option and, in relation to any other
Employees’ Share Schemes, the issue and allotment of Shares. For the
purposes of the limit in Rule 3:
3.2.1
Shares where
the right to acquire such Shares was released, cancelled or lapsed without
being exercised will be ignored;
and
3.2.2
to the extent
that the exercise of Options is to be satisfied by the transfer of Shares
already in issue, those Options will not be treated as granted over
unissued Shares.
3.3
Adjustment
to Shares to be taken into
account
Where Shares issued
under the Plan or any other Employees’ Share Scheme of the Company are to be
taken into account for the purposes of any of the limits in this Rule 3 and a
Variation in the equity share capital of the Company has taken place between the
date of issue of any such Shares and the date on which any such limit is to be
calculated, the number of such Shares which will be taken into account for the
purposes of any such limit will be adjusted in such manner as the Remuneration
Committee considers appropriate to take account of the Variation.
3.4 The
individual limit
A limit on the
Market Value (at the Date of Grant) of Shares which may put under Option on an
annual basis in respect of any Eligible Employee will be set from time to time
by the Remuneration Committee. No Option will be granted to an
Eligible Employee in excess of this limit without the prior approval of the
Remuneration Committee.
3.5 Purported
grant of an Option in excess of limits
If an Option is
purported to be granted on terms which do not comply with Rule 3, the number of
Shares over which that Option has been granted will,
3
with the number of
Shares over which all other Options have been granted on the same Date of Grant,
be reduced pro rata to the largest lower number as would comply with Rule 3. In
any case where this Rule 3.5 operates, when the number of Shares under the
Option has been adjusted accordingly, an Option will take effect from the Date
of Grant as if it had been granted on the adjusted terms.
4 THE
EXERCISE OF OPTIONS
4.1
When
an Option can be exercised
Subject to
Rule 4.2 (if appropriate) and to Rule 5.2, Rule 5.3, Rule 5.4 and Rule 7,
an Option shall first be exercisable (in whole or in part) at any time
following the third
anniversary of the Date of Grant of that
Option.
4.2
Satisfaction
of any performance target
An Option can
only be exercised:-
4.2.1
if it was
subject to a performance target, if that performance target has been
satisfied, unless the performance target is, at the discretion of the
Remuneration Committee, waived;
and
4.2.2
in accordance
with any additional terms and conditions to which an Option is
subject.
5.
CESSATION
OF EMPLOYMENT
5.1
Normal
provision
If a Participant
ceases to be in Employment he will, subject to Rule 5.2, Rule 5.3 and Rule 5.4,
cease to be entitled to exercise any Option on the day he so
ceases.
5.2
Specific
circumstances of cessation of
Employment
If a Participant
ceases to be in Employment because of:
5.2.1.
injury or
disability;
5.2.2.
Redundancy;
5.2.3.
retirement;
5.2.4.
the company in
the Group which employs him ceasing to be a Participating Company or an
Associated Company or because of the transfer or sale of the undertaking
(or part of the undertaking) in
4
which he is
employed to a person who is neither a Participating Company nor an
Associated Company;
5.2.5.
any of the
circumstances described in Rule 7 (general offers, scheme of arrangement
or voluntary winding-up of the Company) arising;
or
5.2.6.
his
death
all the
Participant’s Options will, subject to Rule 4.2 and the proviso in Rule
7.4, become immediately
exercisable.
5.3
Ceasing
to be in Employment in other
circumstances
If a Participant
gives or is given notice to leave Employment or ceases to be in Employment
without any notice having been given in any circumstances other than the ones
referred to in Rule 5.2:
5.3.1
the
Participant’s Options which are already exercisable must, if they are to
be exercised, be exercised before the date on which the Participant ceases
Employment; and
5.3.2
the
Participant’s Options which are not yet exercisable can only be exercised
if the Remuneration Committee decides to exercise its discretion to allow
those Options to be exercised.
If the Remuneration
Committee does decide to exercise its discretion under this Rule, it may do so
on whatever basis it decides, subject to Rule 5.5. It must notify the
Participant (and, if appropriate, the Trustee) as soon as reasonably
practicable, and must confirm the date by which the Option will lapse to the
extent not exercised by that date.
5.4
Change
of circumstances of Employment – deferral of exercise and lapse
provisions
If a Participant
ceases to be in Employment but continues to provide services to the Group or
becomes employed by an Associated Undertaking, the Remuneration Committee can
decide that the Participant is deemed not to have ceased Employment and that his
Options will continue to be held subject to the Rules, so that Rule 5 will apply
when he subsequently ceases to provide services to the Group or when he ceases
to be employed by an Associated Undertaking and is not re-employed by a member
of the Group, or in such other circumstances as the Remuneration Committee
considers appropriate.
5
5.5
No
exercise after the tenth anniversary of the Date of
Grant
Rule 5 can never be
used to allow a Participant to exercise his Option after the tenth anniversary
of the Date of Grant.
6. LAPSE OF
OPTIONS
6.1
When
Option lapses
An Option will
lapse to the extent that it has not been exercised (whether or not it
became exercisable) on the earliest
of:
6.1.1.
normal lapse
time: the tenth anniversary of the Date of
Grant;
6.1.2.
injury, disability, Redundancy,
retirement etc: if the Participant ceases Employment for any of the
reasons referred to in Rule 5.2.1, 5.2.2, 5.2.3 or 5.2.4, the date which
is twenty four months from the date he so ceases
Employment;
6.1.3.
cessation of Employment under
Rule 5.3: if a Participant ceases Employment under Rule
5.3, the date of cessation of Employment and if the Remuneration
Committee exercises its discretion under Rule 5.3.2, the date
specified by the Remuneration
Committee;
6.1.4.
general offers, schemes of
arrangement or voluntary winding-up of Company: without
prejudice to the operation of Rule 10, the expiry of the applicable period
referred to in Rule 7.1, Rule 7.3, Rule 7.4 (subject to the proviso in
Rule 7.4)or Rule 7.5; and
6.1.5.
insolvency: the
date on which a Participant enters into a composition with his creditors
in satisfaction of his debts or a bankruptcy order is made against
him.
6.2
Death
If a
Participant dies at any time when any Option granted to him is
outstanding, the Option will be and remain capable of exercise until the
expiry of twenty four months from the date of his
death.
6.3
Avoidance
of lapse of Options where Rule 7
applies
An Option will not
lapse under Rule 6.1.2 or Rule 6.1.3 if the Option would lapse under any of
those provisions in a period when the Option is capable of being exercised under
Rule 7, although the Option will lapse at the end of the period applicable under
Rule 7. This Rule is subject to Rule 6.1.1.
6
6.4 Female
Participants on maternity leave
For the purposes of
this Rule 6, a female Participant on maternity leave will not cease to be in
Employment until the earlier of the date on which she notifies her employer of
her intention not to return to work or the date on which she ceases to have
statutory or contractual rights to return to work.
7.
GENERAL
OFFER, SCHEME OF ARRANGEMENT OR VOLUNTARY WINDING-UP OF THE
COMPANY
7.1
General
offer to acquire Shares
If an offeror
(either alone or together with any party acting in concert with him) obtains
Control of the Company as a result of a general offer to acquire the whole of
the issued ordinary share capital of the Company (or such part of it which is
not at the time owned by the offeror and any person acting in concert with the
offeror or any such person) a Participant can, subject to Rule 6 and Rule 7.3,
exercise his Option at any time during the period of six months following the
date on which the offeror (together with any person acting in concert with him)
obtained Control of the Company. After that period, all unexercised
Options will, without prejudice to the operation of Rule 10, lapse.
7.2
Extension
to Participants of general
offer
The Company
will use its best endeavours to procure that if a Participant is allotted
Shares pursuant to the exercise of his Option in accordance with Rule 7.1
and those Shares were not the subject of the general offer, the offeror
will make an offer to acquire those Shares from the Participant on the
same terms as Shares of the same class were acquired under the general
offer.
7.3
Compulsory
purchase of minority interest in the share capital of the
Company
If any person
becomes bound or entitled to give a notice under Sections 428 to 430F of
the Companies Act 1985 to acquire any Shares (or would be so entitled but
for the fact that there were no dissenting shareholders) each Participant
will be notified of this as soon as possible. A Participant can
exercise his Option at any time while such person is so
entitled. After such person ceases to be so entitled, all
unexercised Options (other than any New Option granted under Rule 10)
will lapse.
7.4
Scheme
of arrangement
If the court
directs that a meeting of the holders of Shares should be convened under
section 425 of the Companies Act 1985 to consider a scheme of arrangement,
then:
7
7.4.1
a
Participant’s Option will be exercisable, conditionally on the scheme of
arrangement being sanctioned by the court, from the date of the court’s
direction until midday on the day immediately before the date for which
the shareholders’ meeting is convened and then, subject to the operation
of Rule 10, shall lapse, if not exercised, on the date the scheme of
arrangement is sanctioned by the court;
and
7.4.2
the Board
shall endeavor to procure that where the Participant has conditionally
exercised his Option pursuant to Rule 7.4.1 above, the scheme of
arrangement shall be extended to the Shares in respect of which the Option
was conditionally exercised as if such Shares had been allotted and issued
or transferred, as appropriate, to him by the time the scheme
of arrangement is sanctioned by the
court
PROVIDED THAT,
without prejudice to the operation of Rule 10, Options shall not, without the
consent of the Board, be exercisable under this Rule if the purpose and effect
of the scheme of arrangement is to create a new holding company for the Company,
where such holding company would, following the scheme of arrangement, have
substantially the same shareholders and proportionate shareholdings as those of
the Company immediately prior to the scheme of arrangement.
7.5
Voluntary
winding-up of the Company
At any time
before a resolution for a member’s voluntary winding-up of the Company (of
which each Participant must be given notice) is passed, a Participant may
exercise his Option conditionally on the resolution being
passed. If such a resolution is passed, all Options will
immediately lapse to the extent that they have not been
exercised.
8. HOW
OPTIONS ARE EXERCISED
8.1
Notice
of exercise must be given
An Option will
be exercised when the Participant delivers to theTrustee (or its
agent):
8.1.1
a notice of
exercise in such form and manner specified by theCompany;
and
8.1.2
evidence to
the satisfaction of the Trustee (or its agent) that it has received or
will receive as soon as practicable payment in full of the Option Price
for the aggregate number of Shares over which the Option is purported to
be exercised.
The Participant may
be permitted by the Company to pay the Option Price in a currency other than
that in which the Option was granted, on the basis of such arrangements agreed
by the Company. The exercise is not effective until
8
the Company (or its
agent) is satisfied that all the necessary documentation, payments and/or
information has been provided.
In any case where
the exercise of the Option is to be satisfied by the Company and not the
Trustee, references in this Rule 8.1 to the Trustee shall be taken to refer to
the Company.
8.2
Options
exercisable in whole or in
part
An Option may be
exercised in whole or in part. If an Option is exercised in
part, it may not be exercised (except to the full extent outstanding) except in
multiples of 100 Shares or such other multiple as is determined by the
Remuneration Committee from time to time.
8.3
Payment
of taxes etc.
The exercise of an
Option is subject to the Company being satisfied that any withholdings that may
be necessary on account of a Participant’s Tax Liability in respect of the
Option can be made. Unless the Participant makes arrangements with
the Company to provide payment in respect of his Tax Liability, the Participant
agrees that the Company or any relevant company in the Group can sell on behalf
of the Participant such number of Shares acquired on the exercise of an Option
as is necessary to discharge the Tax Liability.
8.4
What
a Participant gets when he has
exercised
Subject to
Rule 8.5, the Company will allot or procure the transfer of the Shares in
respect of which the Option has been exercised to the Participant or his
nominee, less any Shares sold under Rule 8.3, within 30 days following the
date of exercise of the Option.
8.5.
Consents
and approvals
The allotment
or transfer of Shares under the Plan is subject to obtaining any approval
or consent required. The Company will, if
appropriate, apply to the London Stock Exchange for Shares issued under
the Plan to be admitted to the Official List (unless listing has already
been granted).
8.6
Ranking
of Shares
Shares
allotted or transferred to a Participant under the Plan will rank equally
in all respects with Shares of the same class. However, they will not be
entitled to any rights attaching to Shares by reference to a record date
falling before the date of exercise of the
Option.
9
9.
ADJUSTMENT
OF OPTIONS
9.1
Variation
in equity share capital
If there is a
Variation in the equity share capital of the
Company:
9.1.1
the number
and/or the nominal value of Shares over which an Option is granted;
and/or
9.1.2
the Option
Price; and/or
9.1.3
where an
Option has been exercised but at the date of the Variation no Shares have
been allotted or transferred pursuant to such exercise, the number of
Shares which may be so allotted or transferred and the Option
Price
may be
adjusted by the Remuneration Committee in such manner as it considers
appropriate so that (as nearly as may be without involving fractions of a
Share or an Option Price calculated to more than two decimal places) the
aggregate Option Price of an Option will be the
same.
9.2
Nominal
value of Shares
Apart from
under this Rule 9.2, no adjustment under Rule 9.1 can have the effect of
reducing the Option Price to less than the nominal value of a
Share. Where an Option subsists over both issued and unissued
Shares, any such adjustment may only be made if the reduction of the
Option Price in respect of both the issued and the unissued Shares can be
made to the same extent. Any adjustment made to the Option
Price of Options over unissued Shares shall only be made if and to the
extent that the Board will be authorised
to:
9.2.1
capitalise
from the reserves of the Company a sum equal to the amount by which the
nominal value of the Shares in respect of which the Option is exercisable
exceeds the adjusted aggregate Option
Price; and
9.2.2
apply such sum
in paying up such amount on such Shares so that on exercise of any Option
in respect of which such a reduction shall have been made the Board shall
capitalise such sum (if any) and apply the same in paying up such
amount.
9.3
Participants
notified of adjustments
Participants
will be notified of any adjustment made under this Rule 9 so that their
Option certificates or deeds of grant can be called in or cancelled and
re-issued.
10
10.
EXCHANGE
OF OPTIONS
10.1
The
Acquiring Company
If any company
(the “Acquiring Company"):
10.1.1
obtains
Control of the Company as a result of making a general offer to
acquire:
(i)
the whole of
the issued ordinary share capital of the Company which is made on
condition such that if it is satisfied the Acquiring Company will have
Control of the Company; or
(ii)
all the shares
in the Company which are of the same class as the
Shares;
in either case
ignoring any Shares which are already owned by it or any member of the same
group of companies; or
10.1.2
obtains
Control of the Company in pursuance of a compromise or arrangement
sanctioned by the court under Section 425 of the Companies Act 1985;
or
10.1.3
becomes bound
or entitled to acquire Shares under Sections 428 to 430F of that
Act;
any Participant can,
at any time within the Appropriate Period, by agreement with the Acquiring
Company, release any Option which has not lapsed ("the Old Option ") in
consideration of the grant to him of an Option ("the New Option ") which is
equivalent to the Old Option but relates to shares in a different
company.
10.2
The
New Option
The New Option will
not be regarded for the purposes of Rule 10.1 as equivalent to the Old Option
unless the conditions set out in Paragraph 15(3) of Schedule 9 to the Taxes Act
are satisfied, but so that the provisions of the Plan will, for this purpose, be
construed as if the New Option were an option granted under the Plan at the same
time as the Old Option. References to Shares will, in relation to the
New Option, be taken as references to shares of the company whose shares are
scheme shares. References to the Company shall, in relation to the
New Option, be taken to be references to the company whose shares are scheme
shares, where appropriate. The New Options do not lapse if Rule 7
applies following the event permitting the grant of such new
rights.
11
11.
AMENDING
THE PLAN
11.1
The
Board has discretion to amend the
Rules
Subject to the
rest of this Rule 11, the Board can amend the Rules of the Plan at any
time by resolution.
11.2
Additional
sections
The Company
can adopt additional sections of the Rules applicable in any jurisdiction
under which Options may be subject to additional and/or modified terms and
conditions, having regard to any securities, exchange control or taxation
laws, which may apply to the Participant, the Company, any Participating
Company or Associated Company. Any additional sections must conform to the
basic principles of the Plan and must not enlarge to the benefit of
Participants the limits in the
Rules.
11.3
No
abrogation of existing
rights
No amendment
will be made under Rule 11.1 which would abrogate or materially affect
adversely the existing rights of a Participant unless it is made with his
written consent or by a resolution passed as if the Options constituted a
separate class of share capital and the provisions of the Articles of
Association of the Company and of the Companies Act 1985 relating to class
meetings (with the necessary amendments) applied to that
class.
11.4
Shareholder
approval
No amendment
to the advantage of Participants or Eligible Employees (except for an
amendment which could be included in an additional section adopted under
Rule 11.2) can be made to the provisions in the Rules (if any) relating
to:
11.4.1
who can be a
Participant or Eligible Employees;
and
11.4.2
the number of
Shares which can be allocated under the Plan;
and
11.4.3
the basis for
determining a Participant’s entitlement to and the terms of the Shares and
any adjustment in the event of a
Variation;
without the
approval by ordinary resolution of the Company in general meeting, except
for minor amendments to benefit the administration of the Plan, to take
account of a change in legislation or to obtain or maintain favourable
tax, exchange control or regulatory treatment for Participants or Eligible
Employees or for a member of the
Group.
12
12.
GENERAL
12.1
Notices
Any notice or other
communication in connection with the Plan (including where permitted, Option
certificates) can be given by electronic mail, by personal delivery, by post (in
the case of a company, to its registered office and in the case of an individual
to his last known address) or by any other means which a Participating Company
and its employees use to communicate with each other. Where a notice
or other communication is given by post, it shall be deemed to have been
received 72 hours after it was put into the post properly addressed and
stamped.
12.2
Documents
sent to shareholders
Participants
may, but are not entitled to, receive copies of any notice or document
sent by the Company to the holders of
Shares.
12.3
Replacement
Option certificates
If any Option
certificate is worn out, defaced or lost, it can be replaced on such
evidence being provided as may be
required.
12.4
Administration
of the Plan
The Plan will
be administered in a manner approved by the Board . No
individual will have any authority in relation to the Plan unless that
authority has been approved in accordance with the policy set by the
Board. The Company’s decision on any matter concerning the Plan
or the interpretation of the Rules will be final and
binding.
12.5
Costs
of introducing and administering the
Plan
The costs of
introducing and administering the Plan will be borne by the
Company. However, the Company can require any Participating
Company to enter into such arrangement to reimburse the Company for any
costs borne by the Company directly or indirectly in respect of such
Participating Company’s
Participants.
12.6
Termination
of the Plan
The Plan will
terminate at the end of the Plan Period or at any earlier time the Board
shall decide. Termination of the Plan will not affect the
subsisting rights of Participants.
13
12.7
Rights
of Participants and Eligible
Employees
Participation in the
Plan is not pensionable. Nothing in the Plan nor in any instrument
executed pursuant to it will confer upon any person any right to continue in the
employment of the Group, or will affect the right of the Company or any company
in the Group to terminate the employment of any person without liability at any
time with or without cause, or will impose upon the Group or the Board or their
respective agents and employees any liability whatsoever (whether in contract,
tort, or otherwise howsoever) in connection with:
12.7.1
the lapsing of
any Option pursuant to the
Rules;
12.7.2
the failure or
refusal to exercise any discretion under the Rules;
and/or
12.7.3
a Participant
ceasing to be a person who has the status or relationship of an employee
or executive director with the Company or any other company in the Group
for any reason whatever as a result of the termination of the employment
relationship with the Company or any other Group
Member.
12.8
Waiver
of any rights
Any person who
ceases to have the status or relationship of an employee or executive
director with the Company or any other company in the Group for any reason
as a result of dismissal (lawfully or otherwise) shall not be entitled and
shall be deemed irrevocably to have waived any entitlement by way of
damages for dismissal or by way of compensation for loss of office or
otherwise, to any sum, damages, Shares or other benefits to compensate
that person for the loss of any rights, benefits or expectations under any
Option, the Plan or any instrument executed pursuant to
it.
12.9
The
Benefit of Rules 12.7 and
12.8
The benefit of Rules
12.7 and 12.8 is given for the Company and/or the Trustee as appropriate for
itself and as trustee and agent of the Company (if the benefit is given for the
Trustee) and of all the Company’s Subsidiaries, Associated Companies and
Associated Undertakings. To the extent that the Company any
Subsidiary, Associated Company or Associated Undertaking of the Company is not
party to the grant of an Option, the Company and/or Trustee, as
appropriate, will hold the benefit of Rule 12.7 and Rule 12.8 on trust and as
agent for each of them and the Company and/or Trustee may, at their respective
discretion, assign the benefit of this Rule 12.9 to any of them.
14
12.10
Options are
subject to the Rules
Options are
granted incorporating and subject to the
Rules.
12.11
Articles
of Association
Any Shares
acquired on the exercise of Options are subject to the Articles of
Association of the Company as amended from time to
time.
12.12
Governing
Law
The Rules are
governed by and interpreted in accordance with the law of
England. Each Participant, the Company and any other
Participating Company or Associated Company submits to the jurisdiction of
the English courts in relation to anything arising under the
Plan.
15
THE
RULES OF THE ASTRAZENECA SHARE OPTION PLAN
U.S.
APPENDIX
1.
This Appendix
constitutes the part of the Plan that will govern the grant of Options to
United States Participants (the “U.S. Options”) and incorporates all the
Rules of the Plan (as set forth above) including as modified in accordance
with the provisions of
this Appendix.
2.
How
U. S. Options will be
granted
All U.S. Options
shall be evidenced by an instrument(s) in such form or forms as may from time to
time be approved by the Company which, among other things, shall set forth the
manner in which a Participant may exercise such U.S. Option and the form of
payment for the Shares or ADSs issuable or transferable under it.
3.
Administration
of the U.S. Appendix
The Company shall
(i) administer the U.S. Appendix; (ii) establish from time to time such rules
and regulations as it may deem appropriate for the proper administration of the
U.S. Appendix; and (iii) make such determinations under, and such
interpretations of, and take such actions in connection with, the U.S. Appendix
or U.S. Options as it may deem necessary or advisable.
4.
Option
Price
The definition of
“Option Price” in the Definitions Appendix shall be deleted and replaced by the
following:
“the
arithmetical average of the closing prices of ADSs (as derived from the
New York Stock Exchange Official List) on the three consecutive dealing
days last preceding the Date of Grant rounded up to the nearest whole cent
(or such other dealing day or days not preceding the day on which the
Company last announced its results for any period as the Board may
determine).”
5.
Exercise
of Options
5.1
Rule 5.2.2.
shall be amended so that the word “Redundancy” is deleted and replaced
with the following:
“circumstances in
which he is entitled to receive a severance payment under any severance program
adopted by his employing company or under any change-in-control contract or
employment agreement to which he is a party.”
5.2 Rule
5.2.3 shall be deleted in its entirety and replaced with the
following:
16
“retirement at
or after the date the Participant is eligible to receive an immediate
retirement benefit under the defined benefit pension plan in which he is
then actively participating or, if the Participant participates
in the AstraZeneca Retirement Plan, at or after the date he reaches age 55
and completes ten years of service with the
Group;”
5.3
Rule 6.1.2
shall be amended so that the words “Redundancy” is deleted in the first
line.
5.4
For the
purposes of Rule 6, a Participant on leave of absence will not cease to be
in Employment until the earlier of the date on which the Participant
notifies his employer of his intention not to return to work or the date
set by the employer for termination of the employment relationship
pursuant to applicable leave of absence
policies.
6.