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Remuneration Report

• Introduction
• Remuneration Committee membership and meetings
• Remuneration Committee remit and key activities during the year
• AstraZeneca's overall remuneration policy and purpose
• Components of remuneration
• Executive Directors' and the Senior Executive Team's remuneration and terms of employment
• Audit
• Directors' emoluments in 2007
• Pensions
• Transactions with Directors
• Total shareholder return graphs
• Directors' interests in shares
• Share options
• Gains by Directors on exercise of share options

Directors' interests in shares

Beneficial interests

The table below shows the interests at 31 December 2007 or on the date of resignation (if earlier) of the persons who on that date were Directors (including the interests of their Connected Persons, as such term is defined in the Companies Act 2006) in shares and debentures of AstraZeneca PLC. All such interests were beneficial except as otherwise stated. However, interests in Ordinary Shares or American Depositary Shares (ADSs) that are the subject of awards under the AstraZeneca Performance Share Plan, the AstraZeneca Deferred Bonus Plan or the AstraZeneca US Executive Performance Share Plan discussed elsewhere, are not included in the table below but are shown further below. None of the Directors has a beneficial interest in the shares of any of the Company’s subsidiaries. Between 31 December 2007 and 31 January 2008 there was no change in the interests in shares and debentures shown in the table below, with the exception of John Patterson who acquired a further 625 Ordinary Shares following the exercise of an option under the AstraZeneca Savings Related Share Option Plan.

¹Part year only as appointed Director on 5 November 2007.
²Part year only as appointed Director on 25 July 2007.
³Part year only as ceased to be Director on 31 July 2007.
⁴Part year only as ceased to be Director on 26 April 2007.
⁵Part year only as ceased to be Director on 12 April 2007.

Unitised stock plans

David Brennan, in common with other participating executives in the US, has interests awarded to him prior to becoming Group CEO in the following: the AstraZeneca Executive Deferral Plan, the AstraZeneca Executive Deferred Compensation Plan and the AstraZeneca Savings and Security Plan. These are unitised stock plans into which the value of certain previous share incentive awards has been deferred (and are not incentive awards in their own right). Participants hold units in each plan, which represents a long-term equity interest in the Company. A unit comprises part cash and part ADSs. The overall unit value can be determined daily by taking the market value of the underlying ADSs and adding the cash position. The ADSs held within these units carry both voting and dividend rights. David Brennan is deemed to have a notional interest in these ADSs, calculated by reference to the fund value and the closing price of ADSs. Therefore, the number of ADSs in which a notional interest arises can vary daily as a consequence of stock price movements.

No Director or senior executive beneficially owns, or has options over, 1% or more of the outstanding shares of the Company, nor do they have different voting rights to other shareholders.

AstraZeneca Performance Share Plan

The interests of Directors and former Directors at 31 December 2007, or on the date of resignation (if earlier), in shares that are the subject of Awards under the AstraZeneca Performance Share Plan are not included in the table on the previous page but are shown below:

¹UK date convention applies.
²This represents the balance as at 31 July 2007, the date of Jonathan Symonds’ resignation. In accordance with the plan rules, all Awards lapsed upon his resignation from the Company.
³Ceased to be a Director on 31 December 2005.
⁴To be pro-rated as described on page 74 of the 2005 Directors’ Remuneration Report.

US Executive Performance Share Plan

The interests of David Brennan at 31 December 2007 in ADSs of AstraZeneca PLC that are the subject of awards under the AstraZeneca US Executive Performance Share Plan (established in 2000) are not included in the above tables but are shown below. One ADS equals one Ordinary Share. The number of ADSs to which David Brennan may become unconditionally entitled on the vesting date will be determined by reference to AstraZeneca’s total shareholder return compared with that of other companies in the US Pharmaceutical Human Resources Association over the three year performance period from the date of first award.

¹UK date convention applies.
²Vesting of 2004 Award was paid out in the form of ADSs. The ADS price on the vesting date was $54.73.

Deferred Bonus Plan

There is a requirement for SET members, including the Executive Directors, to defer a proportion of their bonus and to use it to acquire Ordinary Shares in the Company purchased on the market at the prevailing market price for a period of three years from the date on which the shares were first acquired. The proportion currently deferred into Ordinary Shares is one third of the pre-tax bonus for Executive Directors and one sixth for all other SET members. The interests of Directors and former Directors at 31 December 2007, or on the date of resignation (if earlier), in Ordinary Shares that are the subject of awards under these arrangements are not included in the table above but are shown below:

¹UK date convention applies.
²This represents the balance as at 31 July 2007, the date of Jonathan Symonds’ resignation. In accordance with the plan rules, all Awards lapsed upon his resignation from the Company.