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Directors' interests in shares

BENEFICIAL INTERESTS

The table below shows the interests at 31 December 2008 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 ADSs that are the subject of awards under the AstraZeneca PSP, 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 on in this section. None of the Directors has a beneficial interest in the shares of any of the Company’s subsidiaries. Between 31 December 2008 and 29 January 2009 there was no change in the interests in shares and debentures shown in the table below.

Director Beneficial Interest in Ordinary Shares
at 1 January 2008 or (if later) appointment date		 Change to beneficial interest    Beneficial Interest in Ordinary Shares  
at 31 December 2008 or (if earlier)  
resignation date  
Louis Schweitzer 4,000 –    4,000  
Håkan Mogren 62,164 –    62,164  
David Brennan 115,644 (2,796)1 112,8482
Simon Lowth 850 –    850  
John Patterson 8,015 625    8,640  
Bo Angelin 500–   500  
John Buchanan 2,500 –    2,500  
Jean-Philippe Courtois3 – 500    500  
Jane Henney 500–   500  
Michele Hooper 500 –    500  
Rudy Markham4 1,137 –    1,137  
Nancy Rothwell 500 –    500  
John Varley 500 –    500  
Marcus Wallenberg 67,264 –    67,264  

1This figure represents the difference between the net number of ADSs acquired by David Brennan from the vesting of his 2005 award under the US Executive Performance Share Plan and the net reduction in his notional beneficial interest in ADSs held within the unitised stock plans (see separate tables and footnotes below).

2The total number of Ordinary Shares and ADSs in which David Brennan has an interest (including potential interests in unreleased shares held in Company plans as detailed in the tables below) has increased in 2008 by 147,683 to 508,822 as at 31 December 2008.

3Part year only as appointed Director on 18 February 2008.

4Part year only as appointed Director on 12 September 2008.

UNITISED STOCK PLANS

David Brennan, in common with other participating executives in the US, has interests awarded to him prior to him becoming Chief Executive Officer 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 beneficial 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 beneficial interest arises can vary daily as a consequence of stock price movements.

Unitised stock plan ADSs held at
1 Jan 2008		 Net ADSs   
acquired/(disposed) during 2008   		 ADSs held at
31 Dec 2008
AstraZeneca Executive Deferral Plan 63,789 (22,849)1 40,940
AstraZeneca Executive Deferred Compensation Plan 30,382 1,621    32,003
AstraZeneca Savings and Security Plan 6,983 717    7,700

1This figure relates to a scheduled distribution in February 2008.

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 at 31 December 2008 in shares that are the subject of Awards under the AstraZeneca Performance Share Plan are not included in the table in the Beneficial Interests section above but are shown below:

Award Numbers of shares  Award price Grant date1 Vesting date1 Performance period1
David Brennan  
2006 Award 73,109  2975p 24.03.06  24.03.09  01.01.06 – 31.12.08 
2006 Award 19,092  2848p 19.05.06  19.05.09  01.01.06 – 31.12.08 
2007 Award 107,051  2744p 30.03.07  30.03.10  01.01.07 – 31.12.09 
Total at 1 Jan 2008 199,252   
2008 Award 161,546  1882p 28.03.08  28.03.11  01.01.08 – 31.12.10 
Total at 31 Dec 2008 360,798   
John Patterson  
2005 Award 41,945  2241p 29.06.05  29.06.08  01.01.05 – 31.12.07 
2006 Award 32,319  2975p 24.03.06  24.03.09  01.01.06 – 31.12.08 
2007 Award 36,785  2744p 30.03.07  30.03.10  01.01.07 – 31.12.09 
Total at 1 Jan 2008 111,049   
Lapse of 2005 Award (41,945)  
2008 Award57,385  1882p 28.03.08  28.03.11  01.01.08 – 31.12.10 
Total at 31 Dec 2008 126,489   
Simon Lowth  
2007 Award 15,554  2210p 16.11.07  16.11.10  01.01.07 – 31.12.09 
Total at 1 Jan 2008 15,554   
2008 Award 58,448  1882p 28.03.08  28.03.11  01.01.08 – 31.12.10 
Total at 31 Dec 2008 74,002   

1UK date convention applies.

US EXECUTIVE PERFORMANCE SHARE PLAN

The interests of David Brennan at 31 December 2008 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.

Award Number of ADSs    Award price Grant date1 Vesting date1 Performance period1
David Brennan  
2005 Award 27,877    $40.35 24.03.05  24.03.08  01.01.05 – 31.12.07 
Total at 1 Jan 2008 27,877           
Partial vesting of 2005 Award2 (26,762)3        
Partial lapse of 2005 Award (1,115)          
Total at 31 Dec 2008 –     

1UK date convention applies.

2Vesting of 2005 Award was paid out in the form of ADSs. The ADS price on the vesting date was $37.63.

3Following certain mandatory tax deductions, David Brennan became beneficially interested in a net number of 17,715 ADSs.

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 2008, 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 in the Beneficial Interests section above but are shown below.

Award Number of shares Award price Grant date1 Vesting date1
David Brennan  
2006 Award6,352 2639p 24.02.06  24.02.09 
2007 Award12,014 2911p 23.02.07  23.02.10 
Total at 1 Jan 200818,366 
2008 Award16,810 1999p 25.02.08  25.02.11 
Total at 31 Dec 200835,176 
John Patterson 
2006 Award6,623 2639p 24.02.06  24.02.09 
2007 Award5,600 2911p 23.02.07  23.02.10 
Total at 1 Jan 200812,223 
2008 Award7,810 1999p 25.02.08  25.02.11 
Total at 31 Dec 200820,033 
Simon Lowth 
Total at 1 Jan 2008– 
2008 Award1,340 1999p 25.02.08  25.02.11 
Total at 31 Dec 20081,340 

1UK date convention applies.

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