Directors' interests in shares
Beneficial interests
The table below shows any change in the interests of the Directors (including the interests of their Connected Persons, as such term is defined in the Financial Services and Markets Act 2000) in Ordinary Shares from 1 January 2009 to 31 December 2009 or on the date of resignation of such Director (if earlier). All such interests were beneficial except as otherwise stated. However, interests in Ordinary Shares or ADSs that are the subject of Share Awards under the PSP and/or the AstraZeneca Deferred Bonus Plan discussed elsewhere, are not included in the table below but are shown in the Performance Share Plan and Deferred Bonus Plan tables on this page. None of the Directors has a beneficial interest in the shares of any of the Company's subsidiaries. Between 31 December 2009 and 28 January 2010, there was no change in the interests in Ordinary Shares shown in the table below.
| Name | Beneficial interest in Ordinary Shares at 1 January 2009 or (if later) appointment date | Change to beneficial interest | Beneficial interest in Ordinary Shares at 31 December 2009 or (if earlier) resignation date |
|---|---|---|---|
| Louis Schweitzer | 4,000 | 1,356 | 5,356 |
| Håkan Mogren1 | 62,164 | - | 62,164 |
| David Brennan | 112,848 | 15,5272 | 128,3753 |
| Simon Lowth | 850 | - | 850 |
| John Patterson4 | 8,640 | 20,877 | 29,517 |
| Bo Angelin | 500 | 287 | 787 |
| John Buchanan | 2,500 | - | 2,500 |
| Jean-Philippe Courtois | 500 | 2,135 | 2,635 |
| Jane Henney | 500 | 287 | 787 |
| Michele Hooper | 500 | 1,200 | 1,700 |
| Rudy Markham | 1,137 | 283 | 1,420 |
| Nancy Rothwell | 500 | 287 | 787 |
| John Varley | 500 | - | 500 |
| Marcus Wallenberg | 67,264 | - | 67,264 |
- 1
- Part-year only as ceased to be a Director on 30 April 2009.
- 2
- This figure represents the difference between the net number of ADSs acquired by David Brennan from the vestings of his 2006 Share Awards under the PSP and the AstraZeneca Deferred Bonus Plan and the net reduction in his notional beneficial interest in ADSs held within the unitised stock plans (see separate tables and footnotes below).
- 3
- The 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 2009 by 67,968 to 576,790 as at 31 December 2009.
- 4
- Part-year only as ceased to be a Director on 31 March 2009.
Unitised stock plans
David Brennan, in common with other participating executives in the US, has interests which were awarded to him prior to him becoming CEO in the following plans: 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 January 2009 | Net ADSs acquired/(disposed) during 2009 | ADSs held at 31 December 2009 |
|---|---|---|---|
| AstraZeneca Executive Deferral Plan | 40,940 | (5,034)1 | 35,906 |
| AstraZeneca Executive Deferred Compensation Plan | 32,003 | (32,003)1 | - |
| AstraZeneca Savings and Security Plan | 7,700 | 403 | 8,103 |
- 1
- These figures relate to scheduled distributions in February 2009.
No Director or senior executive beneficially owns, or has options over, 1% or more of the issued share capital of the Company, nor do they have different voting rights to other shareholders.
Performance Share Plan
The interests of Directors at 31 December 2009 in Shares that are the subject of Share Awards under the PSP are not included in the table above but are shown below:
| Number of shares | Award price pence | Price on vesting date pence | Grant date1 | Vesting date1 | Performance period1 | |
|---|---|---|---|---|---|---|
| David Brennan | ||||||
| 2006 Share Award | 73,109 | 2975 | 2287 | 24.03.06 | 24.03.09 | 01.01.06 - 31.12.08 |
| 2006 Share Award - Part 2 | 19,092 | 2848 | 2604 | 19.05.06 | 19.05.09 | 01.01.06 - 31.12.08 |
| 2007 Share Award | 107,051 | 2744 | 30.03.07 | 30.03.10 | 01.01.07 - 31.12.09 | |
| 2008 Share Award | 161,546 | 1882 | 28.03.08 | 28.03.11 | 01.01.08 - 31.12.10 | |
| Total at 1 January 2009 | 360,798 | |||||
| Partial vesting of 2006 Share Award2 | (65,067)3 | 2287 | ||||
| Partial lapse of 2006 Share Award | (8,042) | |||||
| Partial vesting of 2006 Share Award - Part 22 | (16,992)4 | 2604 | ||||
| Partial lapse of 2006 Share Award - Part 2 | (2,100) | |||||
| 2009 Share Award | 133,347 | 2280 | 27.03.09 | 27.03.12 | 01.01.09 - 31.12.11 | |
| Total at 31 December 2009 | 401,944 | |||||
| John Patterson | ||||||
| 2006 Share Award | 32,319 | 2975 | 2287 | 24.03.06 | 24.03.09 | 01.01.06 - 31.12.08 |
| 2007 Share Award | 36,785 | 2744 | 30.03.07 | 30.03.10 | 01.01.07 - 31.12.09 | |
| 2008 Share Award | 57,385 | 1882 | 28.03.08 | 28.03.11 | 01.01.08 - 31.12.10 | |
| Total at 1 January 2009 | 126,489 | |||||
| Partial vesting of 2006 Share Award2 | (28,764)5 | 2287 | ||||
| Partial lapse of 2006 Share Award | (3,555) | |||||
| Pro-rata forfeiture of 2007 Share Award | (12,183)6 | |||||
| Pro-rata forfeiture of 2008 Share Award | (38,047)6 | |||||
| Total at 31 March 2009 | 43,9407 | |||||
| Simon Lowth | ||||||
| 2007 Share Award | 15,554 | 2210 | 16.11.07 | 16.11.10 | 01.01.07 - 31.12.09 | |
| 2008 Share Award | 58,448 | 1882 | 28.03.08 | 28.03.11 | 01.01.08 - 31.12.10 | |
| Total at 1 January 2009 | 74,002 | |||||
| 2009 Share Award | 54,276 | 2280 | 27.03.09 | 27.03.12 | 01.01.09 - 31.12.11 | |
| Total at 31 December 2009 | 128,278 |
- 1
- UK date convention applies.
- 2
- Share Awards granted in 2006 vested in 2009 at 89% based on the outcome of the performance conditions and targets (which are set out in the AstraZeneca Performance Share Plan section).
- 3
- Following certain mandatory tax deductions, David Brennan became beneficially interested in a net number of 38,389 Ordinary Shares.
- 4
- Following certain mandatory tax deductions, David Brennan became beneficially interested in a net number of 10,025 Ordinary Shares.
- 5
- Following certain mandatory tax deductions, John Patterson became beneficially interested in a net number of 16,970 Ordinary Shares.
- 6
- In accordance with the PSP rules.
- 7
- The remaining 24,602 Shares of the 2007 Share Award and 19,338 Shares of the 2008 Share Award will vest on the relevant scheduled vesting date subject to the achievement of the performance conditions measured over the whole of the relevant performance period (as set out in the AstraZeneca Performance Share Plan - Performance conditions section).
Deferred bonus plan
As described in the Bonus share deferral requirements section, there is a requirement for Executive Directors and SET members to defer a certain proportion of any short-term bonus payments into Ordinary Shares or ADSs. The proportion of bonus currently deferred into Ordinary Shares or ADSs 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 2009, or on the date of resignation (if earlier), in Ordinary Shares or ADSs that are the subject of awards under these arrangements are not included in the table above but are shown below:
| Number of shares | Award price pence | Price on vesting date pence | Grant date1 | Vesting date1 | |
|---|---|---|---|---|---|
| David Brennan | |||||
| 2006 Award | 6,352 | 2639 | 2415 | 24.02.06 | 24.02.09 |
| 2007 Award | 12,014 | 2911 | 23.02.07 | 23.02.10 | |
| 2008 Award | 16,810 | 1999 | 25.02.08 | 25.02.11 | |
| Total at 1 January 2009 | 35,176 | ||||
| Vesting of 2006 Award | (6,352)2 | 2415 | |||
| 2009 Award | 17,992 | 2400 | 25.02.09 | 25.02.12 | |
| Total at 31 December 2009 | 46,816 | ||||
| John Patterson | |||||
| 2006 Award | 6,623 | 2639 | 2415 | 24.02.06 | 24.02.09 |
| 2007 Award | 5,600 | 2911 | 23.02.07 | 23.02.10 | |
| 2008 Award | 7,810 | 1999 | 25.02.08 | 25.02.11 | |
| Total at 1 January 2009 | 20,033 | ||||
| Vesting of 2006 Award | (6,623)3 | 2415 | |||
| 2009 Award | 7,256 | 2400 | 25.02.09 | 25.02.12 | |
| Total at 31 March 2009 | 20,6664 | ||||
| Simon Lowth | |||||
| 2008 Award | 1,340 | 1999 | 25.02.08 | 25.02.11 | |
| Total at 1 January 2009 | 1,340 | ||||
| 2009 Award | 9,775 | 2400 | 25.02.09 | 25.02.12 | |
| Total at 31 December 2009 | 11,115 |
- 1
- UK date convention applies.
- 2
- Following certain mandatory tax deductions, David Brennan became beneficially interested in a net number of 3,747 Ordinary Shares.
- 3
- Following certain mandatory tax deductions, John Patterson became beneficially interested in a net number of 3,907 Ordinary Shares.
- 4
- In accordance with the plan rules on leavers, John Patterson's 2007, 2008 and 2009 awards will vest on the relevant scheduled vesting date.
Share options
The interests of Directors, and of former Directors who served during 2009, in options to subscribe for Ordinary Shares, granted under the SOP, the AstraZeneca Savings-Related Share Option Plan and the Zeneca Plan, are included in the following table. No options were exercised during 2009. All grants in 2009 were made under the SOP, unless otherwise indicated.
| Number of Ordinary Shares under option1 | Exercise price per Ordinary Share2 | First day exercisable3, 4 | Last day exercisable3, 4 |
||
|---|---|---|---|---|---|
| Håkan Mogren | At 1 January 2009 | 244,896 | 2848p | 13.12.02 | 24.03.13 |
| - market price above option price | 139,530 | 2499p | 13.12.02 | 24.03.13 | |
| - market price at or below option price | 105,366 | 3309p | 23.08.03 | 27.03.12 | |
| At 30 April 20095 | 244,896 | 2848p | 13.12.02 | 24.03.13 | |
| - market price above option price | 65,551 | 2231p | 25.03.06 | 24.03.13 | |
| - market price at or below option price | 179,345 | 3073p | 13.12.02 | 27.03.12 | |
| David Brennan | At 1 January 2009 - options over Ordinary Shares | 432,959 | 2410p | 24.03.09 | 27.03.18 |
| - market price above option price (Ordinary Shares) | 322,318 | 2226p | 30.03.10 | 27.03.18 | |
| - market price at or below option price (Ordinary Shares) | 110,641 | 2949p | 24.03.09 | 18.05.16 | |
| Granted 27 March 2009 (Ordinary Shares) | 160,016 | 2280p | 27.03.12 | 26.03.19 | |
| At 31 December 2009 - options over Ordinary Shares | 592,975 | 2375p | 24.03.09 | 26.03.19 | |
| - market price above option price (Ordinary Shares) | 505,244 | 2271p | 19.05.09 | 26.03.19 | |
| - market price at or below option price (Ordinary Shares) | 87,731 | 2975p | 24.03.09 | 23.03.16 | |
| At 1 January 2009 - options over ADSs | 355,246 | $45.22 | 16.03.03 | 23.03.15 | |
| - market price above option price (ADSs) | 110,987 | $40.35 | 24.03.08 | 23.03.15 | |
| - market price at or below option price (ADSs) | 244,259 | $47.44 | 16.03.03 | 25.03.14 | |
| At 31 December 2009 - options over ADSs | 355,246 | $45.22 | 16.03.03 | 23.03.15 | |
| - market price above option price (ADSs) | 210,255 | $42.91 | 26.03.07 | 23.03.15 | |
| - market price at or below option price (ADSs) | 144,991 | $48.58 | 29.03.04 | 27.03.12 | |
| Simon Lowth | At 1 January 2009 | 88,803 | 1951p | 16.11.10 | 27.03.18 |
| - market price above option price | 88,803 | 1951p | 16.11.10 | 27.03.18 | |
| - market price at or below option price | - | n/a | n/a | n/a | |
| Granted 27 March 2009 | 65,131 | 2280p | 27.03.12 | 26.03.19 | |
| At 31 December 2009 | 153,934 | 2090p | 16.11.10 | 26.03.19 | |
| - market price above option price | 153,934 | 2090p | 16.11.10 | 26.03.19 | |
| - market price at or below option price | - | n/a | n/a | n/a | |
| John Patterson | At 1 January 2009 | 305,396 | 2544p | 25.03.02 | 27.03.18 |
| - market price above option price | 213,606 | 2279p | 25.03.02 | 27.03.18 | |
| - market price at or below option price | 91,790 | 3163p | 23.08.03 | 23.03.16 | |
| Lapsed | (2,916) | 2674p | 25.03.02 | 24.03.09 | |
| At 31 March 20096 | 302,480 | 2543p | 16.03.03 | 27.03.18 | |
| - market price above option price | 122,213 | 1991p | 24.03.08 | 27.03.18 | |
| - market price at or below option price | 180,267 | 2917p | 16.03.03 | 29.03.17 |
- 1
- Vesting is subject to satisfying the relevant performance conditions set out in each of the relevant share option plans. Further information on the performance conditions applicable to SOP is set out in the AstraZeneca Share Option Plan - Performance conditions section. As a Save-As-You-Earn scheme, the AstraZeneca Savings-Related Share Option Plan is not subject to any performance conditions. Awards granted under the Zeneca Plan are no longer subject to any performance conditions.
- 2
- Exercise prices are weighted averages.
- 3
- First and last exercise dates of groups of options, within which period there are shorter exercise periods.
- 4
- UK date convention applies.
- 5
- Håkan Mogren ceased to be a Director on 30 April 2009.
- 6
- John Patterson ceased to be a Director on 31 March 2009.
Gains by Directors on exercise of share options
The aggregate amount of gains made by Directors on the exercise of share options during the year and the two previous years is set out below. No options were exercised during 2009.
| Gains made by Directors on the exercise of share options | Gains made by the highest paid Director |
|
|---|---|---|
| Year | $ | $ |
| 2009 | - | - |
| 2008 | 1,764.96 | - |
| 2007 | 783,858.08 | - |
During 2009, the market price of Ordinary Shares or ADSs was as follows:
| Stock Exchange | Ordinary Share/ADS market price as at 31 December 2009 | Range of the Ordinary Share/ADS market price during 2009 |
|---|---|---|
| London | 2910.5p | 2147p to 2947p |
| Stockholm | 307.00 SEK | 261.50 SEK to 356.00 SEK |
| New York | $46.94 | $30.24 to $47.54 |
On behalf of the Board
A C N Kemp
Company Secretary
28 January 2010
