Shareholder Information
| 2005 | 2006 | 2007 | 2008 | 2009 | |
|---|---|---|---|---|---|
| Ordinary Shares in issue - millions At year end |
1,581 | 1,532 | 1,457 | 1,447 | 1,451 |
| Weighted average for year | 1,617 | 1,564 | 1,495 | 1,453 | 1,448 |
| Stock market price - per Ordinary Share Highest (pence) |
2837 | 3529 | 2984 | 2888 | 2947 |
| Lowest (pence) | 1861 | 2574 | 2093 | 1748 | 2147 |
| At year end (pence) | 2829 | 2744 | 2164 | 2807 | 2910.5 |
Percentage analysis at 31 December 2009 of issued share capital
| By size of account No. of shares | 2009 % |
|---|---|
| 1 - 250 | 0.5 |
| 251 - 500 | 0.7 |
| 501 - 1,000 | 0.8 |
| 1,001 - 5,000 | 1.1 |
| 5,001 - 10,000 | 0.2 |
| 10,001 - 50,000 | 1.1 |
| 50,001 - 1,000,000 | 13.0 |
| Over 1,000,0001 | 82.6 |
| Issued share capital | 100.0 |
- 1
- Includes VPC and ADR holdings.
At 31 December 2009, the Company had 125,363 registered holders of 1,450,958,562 Ordinary Shares.
At 31 December 2009, there were approximately 141,000 holders of ADRs representing 5.39% of the issued share capital and 158,000 holders of shares held under the VPC Services Agreement representing 18.52% of the issued share capital. The ADRs, each of which is equivalent to one Ordinary Share, are issued by JPMorgan Chase Bank (JPMorgan).
AstraZeneca PLC
Since April 1999, following the merger of Astra and Zeneca, the principal markets for trading in the shares of the Company are the London Stock Exchange (LSE), the Stockholm Stock Exchange (SSE) and the New York Stock Exchange (NYSE). The table below sets out, for the four quarters of 2008 and for the first two quarters and last six months of 2009 the reported high and low share prices of the Company, on the following bases:
- For shares listed on the LSE the reported high and low middle market closing quotations are derived from the Daily Official List.
- For shares listed on the SSE the high and low closing sales prices are as stated in the Official List.
- For ADSs listed on the NYSE the reported high and low sales prices are as reported by Dow Jones (ADR quotations).
| Ordinary LSE | ADS | Ordinary SSE1 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| High (pence) | Low (pence) | High (US$) | Low (US$) | High (SEK) | Low (SEK) |
||||
| 2008 | - Quarter 1 | 2345.0 | 1748.0 | 45.70 | 35.50 | 296.5 | 211.5 | ||
| - Quarter 2 | 2289.0 | 1981.0 | 44.57 | 39.36 | 268.0 | 235.5 | |||
| - Quarter 3 | 2766.0 | 2130.0 | 49.85 | 43.42 | 321.5 | 255.5 | |||
| - Quarter 4 | 2888.0 | 2075.0 | 44.76 | 34.10 | 340.5 | 253.5 | |||
| 2009 | - Quarter 1 | 2947.0 | 2147.0 | 41.60 | 30.24 | 331.0 | 261.5 | ||
| - Quarter 2 | 2728.0 | 2276.0 | 45.01 | 33.40 | 351.0 | 279.5 | |||
| - July | 2878.0 | 2644.0 | 47.54 | 43.01 | 356.0 | 336.0 | |||
| - August | 2869.0 | 2722.5 | 47.31 | 45.24 | 338.0 | 326.0 | |||
| - September | 2856.0 | 2691.0 | 46.02 | 43.91 | 333.0 | 305.0 | |||
| - October | 2830.0 | 2742.0 | 46.19 | 43.64 | 323.1 | 308.0 | |||
| - November | 2778.0 | 2690.5 | 46.38 | 44.34 | 319.0 | 310.1 | |||
| - December | 2930.0 | 2753.0 | 47.00 | 45.35 | 339.5 | 315.0 | |||
- 1
- Principally held in bearer form.
During 2009, there were no shares re-purchased under the Company's share re-purchase programme. The total number of shares re‑purchased to date since the beginning of the re-purchase programme in 1999 is 376.3 million Ordinary Shares (at an average price of 2661 pence per Ordinary Share) for a consideration, including expenses, of $18,099 million. The excess of the consideration over the nominal value was charged against the profit and loss account reserve. Ordinary Shares issued in respect of share schemes totalled 3.5 million.
In 1999, in connection with the merger between Astra and Zeneca through which the Company was formed, the Company's share capital was redenominated in US dollars. On 6 April 1999, Zeneca shares were cancelled and US dollar shares issued, credited as fully paid on the basis of one dollar share for each Zeneca share then held. This was achieved by a reduction of capital under section 135 of the Companies Act 1985. Upon the reduction of capital becoming effective, all issued and unissued Zeneca shares were cancelled and the sum arising as a result of the share cancellation credited to a special reserve, which was converted into US dollars at the rate of exchange prevailing on the record date. This US dollar reserve was then applied in paying up, at par, newly created US dollar shares.
At the same time as the US dollar shares were issued, the Company issued 50,000 Redeemable Preference Shares for cash, at par. The Redeemable Preference Shares carry limited class voting rights, no dividend rights and are capable of redemption, at par, at the option of the Company on the giving of seven days' written notice to the registered holder of the Redeemable Preference Shares.
A total of 826 million Ordinary Shares were issued to Astra shareholders who accepted the merger offer before the final closing date, 21 May 1999. The Company received acceptances from Astra shareholders representing 99.6% of Astra's shares and the remaining 0.4% was acquired in 2000, for cash.
Major shareholdings
At 28 January 2010, the following had disclosed an interest in the issued Ordinary Share capital of the Company in accordance with the requirements of rule 5.1.2 of the UK Listing Authority's Disclosure and Transparency Rules:
| Shareholder | Number of shares | Date of disclosure to Company1 | Percentage of issued share capital |
|---|---|---|---|
| BlackRock, Inc. | 100,885,181 | 8 Dec 2009 | 6.94% |
| Invesco Limited | 72,776,277 | 6 Oct 2009 | 5.01% |
| Axa SA | 56,991,117 | 3 Feb 2009 | 3.92% |
| Investor AB | 51,587,810 | 3 Feb 2009 | 3.55% |
| Legal & General Investment Management Limited | 67,398,874 | 3 Feb 2009 | 4.64% |
- 1
- Since the date of disclosure to the Company, the interest of any person listed above in Ordinary Shares may have increased or decreased. No requirement to notify the Company of any increase or decrease would have arisen unless the holding moved up or down through a whole number percentage level. The percentage level may increase (on the cancellation of shares following a re-purchase of shares under the Company's share re-purchase programme) or decrease (on the issue of new shares under any of the Company's share plans).
No other person held a notifiable interest in shares, comprising 3% or more of the issued Ordinary Share capital of the Company.
Changes in the percentage ownership held by major shareholders during the past three years are set out below. Major shareholders do not have different voting rights.
| Percentage of issued share capital | ||||
|---|---|---|---|---|
| Shareholder | 28 Jan 2010 | 29 Jan 2009 | 31 Jan 2008 | 31 Jan 2007 |
| BlackRock, Inc. | 6.94% | - | - | - |
| Invesco Limited | 5.01% | - | - | - |
| Axa SA | 3.92% | 4.90% | 4.87% | - |
| Investor AB | 3.55% | 4.38% | 4.36% | 4.14% |
| Legal & General Investment Management Limited | 4.64% | 4.09% | 4.06% | 3.43% |
| Capital Research and Management Company | - | 4.92% | 4.89% | 11.70% |
| Wellington Management Co., LLP | - | 4.18% | 4.16% | 3.95% |
| Barclays PLC | - | 4.26% | 4.24% | 4.03% |
ADSs evidenced by ADRs issued by JPMorgan, as depositary, are listed on the NYSE. At 28 January 2010, the proportion of Ordinary Shares represented by ADSs was 5.47% of the Ordinary Shares outstanding.
Number of registered holders of Ordinary Shares at 28 January 2010:
- In the US 781
- Total 124,757
Number of record holders of ADRs at 28 January 2010:
- In the US 2,298
- Total 2,319
So far as the Company is aware, it is neither directly nor indirectly owned nor controlled by one or more corporations or by any government.
At 28 January 2010, the total amount of the Company's voting securities owned by Directors and officers of the Company was:
| Title of class | Amount owned | Percentage of class |
|---|---|---|
| Ordinary Shares | 300,474 | 0.02% |
The Company does not know of any arrangements, the operation of which might result in a change in the control of the Company.
Related party transactions
During the period 1 January 2010 to 28 January 2010, there were no transactions, loans, or proposed transactions between the Company and any related parties which were material to either the Company or the related party, or which were unusual in their nature or conditions (see also Note 27 to the Financial Statements).
Options to purchase securities from registrant or subsidiaries
(a) At 28 January 2010, options outstanding to subscribe for Ordinary Shares were:
| Number of shares | Subscription price pence | Normal expiry date |
|---|---|---|
| 63,251,333 | 1882 - 3487 | 2010 - 2019 |
The weighted average subscription price of options outstanding at 28 January 2010 was 2474 pence. All options were granted under Company employee share schemes.
(b) Included in paragraph (a) are options granted to Directors and officers of the Company as follows:
| Number of shares | Subscription price pence | Normal expiry date |
|---|---|---|
| 2,324,523 | 1882 - 3487 | 2010 - 2019 |
(c)
Included in paragraph (b) are options granted to individually named Directors. Details of these option holdings at 31 December 2009 are shown in the Share options table.
During the period 1 January 2010 to 28 January 2010, no Director exercised any options.
Dividend payments
For Ordinary Shares listed on the LSE and the SSE and ADRs listed on the NYSE, the record date for the second interim dividend for 2009, payable on 15 March 2010, is 5 February 2010 and the ex-dividend date is 3 February 2010.
The record date for the first interim dividend for 2010, payable on 13 September 2010, is 6 August 2010.
Future dividends will normally be paid as follows:
- First interim: Announced in July and paid in September.
- Second interim: Announced in January and paid in March.
Shareview
The Company's shareholders with internet access may visit the website, shareview.co.uk, and register their details to create a portfolio. Shareview is a free and secure on-line service from the Company's registrars, Equiniti Limited, which gives access to shareholdings, including balance movements, indicative share prices and information about recent dividends.
ShareGift
The Company welcomes and values all of its shareholders, no matter how many or how few shares they own. However, shareholders who have only a small number of shares whose value makes it uneconomic to sell them, either now or at some stage in the future, may wish to consider donating them to charity through ShareGift, an independent charity share donation scheme. One feature of the scheme is that there is no gain or loss for UK capital gains tax purposes on gifts of shares through ShareGift, and it may now also be possible to obtain UK income tax relief on the donation. Further information about ShareGift can be found on its website, sharegift.org, or by contacting ShareGift on 020 7930 3737 or at 17 Carlton House Terrace, London SW1Y 5AH. ShareGift is administered by The Orr Mackintosh Foundation, registered charity number 1052686. More information about the UK tax position on gifts of shares to ShareGift can be obtained from HM Revenue & Customs, whose website address is hmrc.gov.uk.
The Unclaimed Assets Register
The Company supplies unclaimed dividend data to the Unclaimed Assets Register (UAR), which provides investors who have lost track of shareholdings with an opportunity to search the UAR's database of unclaimed financial assets on payment of a small, fixed fee. The UAR donates part of the search fee to charity. The UAR can be contacted on 0870 241 1713 or at PO Box 9501, Nottingham NG80 1WD.
Results
Unaudited trading results of AstraZeneca in respect of the first three months of 2010 will be published on 29 April 2010 and results in respect of the first six months of 2010 will be published on 29 July 2010.
Documents on display
The Memorandum of Association of the Company and Articles and other documents concerning the Company which are referred to in this Annual Report may be inspected at the Company's registered office at 15 Stanhope Gate, London W1K 1LN.
Taxation for US residents
The following summary of the material UK and US federal income tax consequences of ownership of Ordinary Shares or ADRs held as capital assets by US resident shareholders is based on current UK and US federal income tax law, including the US/UK double taxation convention relating to income and capital gains, which entered into force on 31 March 2003 (the Convention). This summary does not describe all of the tax consequences that may be relevant in light of the US resident shareholder's particular circumstances. US resident shareholders are urged to consult their tax advisers regarding US federal income tax consequences of the ownership and disposition of Ordinary Shares and ADRs in their particular circumstances. This discussion is also based in part on representations of JPMorgan as depositary for ADRs and assumes that each obligation in the deposit agreement among the Company, JPMorgan and the holders from time to time of ADRs and any related agreements will be performed in accordance with its terms. The US Treasury has expressed concerns that parties to whom ADRs are released before shares are delivered to the depositary (pre-release), or intermediaries in the chain of ownership between holders and the issuer of the security underlying the ADRs, may be taking actions that are inconsistent with the claiming, by US holders of ADRs, of foreign tax credits for US federal income tax purposes. Such actions would also be inconsistent with the claiming of the reduced tax rate, described below, applicable to dividends received by certain non-corporate US resident shareholders. Accordingly, the availability of the reduced tax rate for dividends received by certain non-corporate US resident shareholders could be affected by actions that may be taken by parties to whom ADRs are pre-released.
This discussion assumes that we are not, and will not become, a passive foreign investment company, as discussed below.
UK and US income taxation of dividends
The UK does not currently impose a withholding tax on dividends paid by a UK company, such as the Company.
For US federal income tax purposes, distributions paid by the Company to a US resident shareholder are included in gross income as foreign source ordinary dividend income to the extent of the Company's current or accumulated earnings and profits, calculated in accordance with US federal income tax principles. Because the Company does not maintain calculations of its earning and profits under US federal income tax principles, it is expected that distributions generally will be reported to US resident shareholders as dividends. The amount of the dividend will be the US dollar amount received by the depositary for US resident holders of ADRs (or in the case of Ordinary Shares, the US dollar value of the pounds sterling payments made, determined at the spot pound sterling/US dollar rate on the date the dividend is received by the US resident shareholders, regardless of whether the dividend is converted into US dollars), and it will not be eligible for the dividends received deduction generally available to US corporations. If the dividend is converted into US dollars on the date of receipt, US resident holders of Ordinary Shares or ADRs generally should not be required to recognise foreign currency gains or losses in respect of the dividend income. They may have foreign currency gain or loss if the amount of such dividend is not converted into US dollars on the date of its receipt.
Subject to applicable limitations and the discussion above regarding concerns expressed by the US Treasury, dividends received by certain non-corporate US resident holders of Ordinary Shares or ADRs in taxable years beginning before 1 January 2011 may be subject to US federal income tax at a maximum rate of 15%. US resident shareholders should consult their own tax advisers to determine whether they are subject to any special rules which may limit their ability to be taxed at this favourable rate.
Taxation on capital gains
Under the Convention, each contracting state may, in general, tax capital gains in accordance with the provisions of its domestic law. Under present UK law, individuals who are neither resident nor ordinarily resident in the UK, and companies which are not resident in the UK, will not be liable for UK tax on capital gains made on the disposal of their Ordinary Shares or ADRs, unless such Ordinary Shares or ADRs are held in connection with a trade, profession or vocation carried on in the UK through a branch or agency.
A US resident shareholder will generally recognise US source capital gains or losses for US federal income tax purposes on the sale or exchange of Ordinary Shares or ADRs in an amount equal to the difference between the US dollar amount realised and such holder's US dollar adjusted tax basis in the Ordinary Shares or ADRs. US resident shareholders should consult their own tax advisers about the treatment of capital gains, which may be taxed at lower rates than ordinary income for non-corporate US resident shareholders and capital losses, the deductibility of which may be limited.
Passive Foreign Investment Company (PFIC) rules
We believe that we were not a PFIC for US federal income tax purposes for the year ended 31 December 2009, and do not expect to be a PFIC in the foreseeable future. However, since PFIC status depends on the composition of our income and assets and the market value of our assets (including, among others, less than 25% owned equity investments) from time to time, there can be no assurance that we will not be considered a PFIC for any taxable year. If we were treated as a PFIC for any taxable year during which Ordinary Shares or ADRs were held, certain adverse tax consequences could apply to US resident shareholders.
UK inheritance tax
Under the current Double Taxation (Estates) Convention (the Estate Tax Convention) between the US and the UK, Ordinary Shares or ADRs held by an individual shareholder who is domiciled for the purposes of the Estate Tax Convention in the US, and is not for the purposes of the Estate Tax Convention a national of the UK, will generally not be subject to UK inheritance tax on the individual's death or on a chargeable gift of the Ordinary Shares or ADRs during the individual's lifetime, provided that any applicable US federal gift or estate tax liability is paid, unless the Ordinary Shares or ADRs are part of the business property of a permanent establishment of the individual in the UK or, in the case of a shareholder who performs independent personal services, pertain to a fixed base situated in the UK. Where the Ordinary Shares or ADRs have been placed in trust by a settlor who, at the time of settlement, was a US resident shareholder, the Ordinary Shares or ADRs will generally not be subject to UK inheritance tax unless the settlor, at the time of settlement, was not domiciled in the US and was a UK national. In the exceptional case where the Ordinary Shares or ADRs are subject to both UK inheritance tax and US federal gift or estate tax, the Estate Tax Convention generally provides for double taxation to be relieved by means of credit relief.
UK stamp duty reserve tax and stamp duty
A 1.5% stamp duty reserve tax is payable upon the deposit of Ordinary Shares in connection with the creation of, but not subsequent dealing in, ADRs. A 0.5% stamp duty is payable on all purchases of Ordinary Shares.
Exchange controls and other limitations affecting security holders
There are no governmental laws, decrees or regulations in the UK restricting the import or export of capital or affecting the remittance of dividends, interest or other payments to non-resident holders of Ordinary Shares or ADRs.
There are no limitations under English law, the Articles or the Company's Memorandum of Association on the right of non-resident or foreign owners to be the registered holders of, or to exercise voting rights in relation to, Ordinary Shares or ADRs or to be registered holders of notes or debentures of Zeneca Wilmington Inc. or the Company.
Exchange rates
For the periods up to April 1999, Astra accounted for and reported its results in Swedish kronor, whereas Zeneca accounted for and reported its results in pounds sterling. Consistent with AstraZeneca's decision to publish its Financial Statements in US dollars, the financial information in this document has been translated from Swedish kronor and pounds sterling into US dollars at the following applicable exchange rates:
| SEK/US$ | US$/GBP | |
|---|---|---|
| Average rates (profit and loss account, cash flow) 1995 |
7.1100 | 1.5796 |
| 1996 | 6.7000 | 1.5525 |
| 1997 | 7.6225 | 1.6386 |
| 1998 | 7.9384 | 1.6603 |
| 1999 | 8.2189 | 1.6247 |
| End of year spot rates (balance sheet) 1995 |
6.6500 | 1.5500 |
| 1996 | 6.8400 | 1.6900 |
| 1997 | 7.8500 | 1.6600 |
| 1998 | 8.0400 | 1.6600 |
| 1999 | 8.5130 | 1.6185 |
The following information relating to average and spot exchange rates used by AstraZeneca is provided for convenience:
| SEK/US$ | US$/GBP | |
|---|---|---|
| Average rates (income statement, cash flow) 2007 |
6.7692 | 2.0003 |
| 2008 | 6.5130 | 1.8728 |
| 2009 | 7.6552 | 1.5496 |
End of year spot rates (balance sheet) 2007 |
6.4051 | 1.9932 |
| 2008 | 7.7740 | 1.4437 |
| 2009 | 7.1636 | 1.6072 |
