UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of February, 2024.
Commission File Number: 001-11960
AstraZeneca PLC
1 Francis Crick Avenue
Cambridge Biomedical Campus
Cambridge CB2 0AA
United Kingdom
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F: x Form 40-F: ¨
EXPLANATORY NOTE
In connection with the issuance by AstraZeneca
Finance LLC of $1,250,000,000 4.800% Fixed Rate Notes due 2027, $1,250,000,000 4.850% Fixed Rate Notes due 2029, $1,000,000,000 4.900%
Fixed Rate Notes due 2031 and $1,500,000,000 5.000% Fixed Rate Notes due 2034, fully and unconditionally guaranteed by AstraZeneca PLC,
AstraZeneca PLC is filing the following documents solely for incorporation into the Registration Statement on Form F-3 (File No. 333-256406):
Exhibit List
Exhibit No. |
|
Description |
|
|
|
1.1 |
|
Underwriting Agreement, dated as of February 21, 2024, among AstraZeneca PLC, AstraZeneca Finance LLC and Barclays Capital
Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as representatives of the underwriters. |
|
|
|
1.2 |
|
Pricing Agreement, dated as of February 21, 2024, among AstraZeneca PLC, AstraZeneca Finance LLC and Barclays Capital Inc.,
Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as representatives of the underwriters. |
|
|
|
4.1 |
|
Officers’ Certificate pursuant to Section 2.08 of the Indenture setting forth the terms of and including forms of
the global notes for the $1,250,000,000 4.800% Fixed Rate Notes due 2027, $1,250,000,000 4.850% Fixed Rate Notes due 2029, $1,000,000,000
4.900% Fixed Rate Notes due 2031 and $1,500,000,000 5.000% Fixed Rate Notes due 2034. |
|
|
|
5.1 |
|
Opinion of Freshfields Bruckhaus Deringer LLP. |
|
|
|
5.2 |
|
Opinion of Freshfields Bruckhaus Deringer US LLP. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 26, 2024 |
By: |
/s/ Adrian Kemp |
|
|
Name: Adrian Kemp |
|
|
Title: Company Secretary |
Exhibit 1.1
Execution Version
ASTRAZENECA FINANCE LLC
Debt Securities
UNDERWRITING AGREEMENT
February 21, 2024
To the Representatives of the several Underwriters
named from time to time in Schedule I to the applicable
Pricing Agreement
Ladies and Gentlemen:
From time to time AstraZeneca Finance LLC, a Delaware
limited liability company (“AZ Finance” or the “Issuer”) and AstraZeneca PLC, a company organized
under the laws of England (the “Company”), propose to enter into a Pricing Agreement (the “Pricing Agreement”)
substantially in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and subject to the
terms and conditions stated herein, whereby the Issuer issues and sells to the firms named in Schedule I to the applicable Pricing Agreement
(such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein),
certain of the Issuer’s debt securities (the “Notes”), with the Company to guarantee the debt securities to
be issued by AZ Finance (such guarantee, the “Guarantee” and together with the Notes, the “Securities”),
as specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, including any Guarantee thereof, the “Designated
Securities”).
The terms and rights of any particular issuance
of Designated Securities by AZ Finance and Guarantee by the Company shall be as specified in the Pricing Agreement relating thereto and
pursuant to the Indenture, dated as of May 28, 2021, as amended and supplemented from time to time (the “Indenture”),
among AZ Finance, the Company and The Bank of New York Mellon (the “Trustee”).
This Agreement supersedes all prior agreements and
understanding (whether written or oral) among the Issuer and the Underwriters, or any Underwriter, with respect to the subject matter
hereof.
1. Particular
sales of Designated Securities may be made from time to time to the Underwriters of such Securities, for whom the firm(s) designated
as representative(s) of the Underwriters of such securities in the Pricing Agreement relating thereto will act as representatives
(the “Representatives”). The term “Representatives” also refers to the firm(s) acting as representative(s) of
the Underwriters and to Underwriters who act without any firm being designated as their representative. This Underwriting Agreement shall
not be construed as an obligation of AZ Finance or the Company to sell any of the Securities or as an obligation of any of the Underwriters
to purchase the Securities. The obligation of AZ Finance or the Company to issue and sell any of the Securities and the obligation of
any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated
Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Securities, the
initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the
names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and the aggregate principal
amount of such Designated Securities to be purchased by each Underwriter and shall set forth the date, time and manner of delivery of
such Designated Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture
and the registration statement and prospectus with respect thereto) the terms of such Designated Securities. A Pricing Agreement shall
be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic or electronic
communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations
of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint.
2. AZ
Finance and the Company, jointly and severally, represent and warrant to, and agree with, each of the Underwriters of the Notes offered
by AZ Finance that:
(a) The
registration statement on Form F-3 (Registration No. 333-256406) in respect of the Securities has been filed with the Securities
and Exchange Commission (the “Commission”); such registration statement and any amendments thereto filed prior to
the date of the applicable Pricing Agreement, excluding exhibits to such registration statement, but including all documents incorporated
by reference in the prospectus contained therein, became effective on filing with the Commission in such form; the base prospectus filed
as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date
of the applicable Pricing Agreement, is hereafter called the “Basic Prospectus”; any preliminary prospectus relating
to the Designated Securities (including any preliminary prospectus supplement) included in such registration statement or filed with
the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities Act of 1933,
as amended (the “Act”), being hereinafter called a “Preliminary Prospectus”; the various parts
of such registration statement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained
in such registration statement, at the time such parts became effective, but excluding Form T-1 and including any prospectus supplement
relating to the Designated Securities that is filed with the Commission and deemed by virtue of Rule 430B under the Act to be part
of such registration statement, each as amended at the time such part of the registration statement became effective being hereinafter
called the “Registration Statement”; “Applicable Time” is the time specified as such in the applicable
Pricing Agreement; “Effective Date” shall mean each date and time that the Registration Statement and any post-effective
amendments or amendments thereto became or becomes effective; any reference herein to the Basic Prospectus, any Preliminary Prospectus
or the Prospectus (as defined below) shall be deemed to refer to and include the documents incorporated by reference therein pursuant
to Item 6 of Form F-3 under the Act, as of the date of such Basic Prospectus, any Preliminary Prospectus or Prospectus, as the case
may be, and any post-effective amendments to the Registration Statement; any reference to any amendment or supplement to the Basic Prospectus,
any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Basic
Prospectus, any Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and incorporated by reference in such Basic Prospectus, any Preliminary Prospectus or Prospectus,
as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report
of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Date of the Registration
Statement that is incorporated by reference in the Registration Statement; the Basic Prospectus, as supplemented by the prospectus supplement
specifically relating to the Designated Securities filed with the Commission pursuant to Rule 424(b) under the Act in accordance
with Section 5(a) hereof, including any documents incorporated by reference therein as of the date of such filing, is hereinafter
called the “Prospectus”; and no stop order suspending the effectiveness of the Registration Statement has been issued
and no proceeding for that purpose has been initiated or threatened by the Commission and no order preventing or suspending the use of
the Basic Prospectus, any Preliminary Prospectus, the Prospectus or the Pricing Disclosure Package (as defined below) together with any
“issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Designated Securities (an “Issuer
Free Writing Prospectus”) has been issued and no proceeding for that purpose has been initiated or threatened by the Commission;
(b) The
documents incorporated by reference in the Pricing Disclosure Package and the Prospectus, when they became effective or were filed with
the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable,
and the applicable rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference
in the Pricing Disclosure Package or the Prospectus or any further amendment or supplement thereto, when such documents become effective
or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange
Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Issuer
by an Underwriter of Designated Securities through the Representatives expressly for use in the Pricing Disclosure Package or the Prospectus
as amended or supplemented, as the case may be, relating to such Securities; and no such documents will have been filed with the Commission
following the Commission’s close of business on the business day immediately prior to the date of the applicable Pricing Agreement
and prior to the execution of the applicable Pricing Agreement, except as set forth on Schedule III to the applicable Pricing Agreement;
(c) The
Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement and the Prospectus
will conform, in all material respects, to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the “Trust
Indenture Act”), and the rules and regulations of the Commission thereunder; the Registration Statement and any amendment
thereto do not and will not, as of the applicable Effective Date, contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, not misleading; and the Prospectus and any amendment
or supplement thereto do not and will not, as of its date and as of the Time of Delivery (as defined below), contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made not misleading; provided, however, that this representation and warranty
shall not apply to (i) any statements or omissions made in reliance upon and in conformity with information furnished in writing
to the Issuer by an Underwriter of Designated Securities through the Representatives expressly for use in the Registration Statement
or the Prospectus as amended or supplemented relating to such Securities or (ii) that part of the Registration Statement which shall
constitute the statement of eligibility and qualification (Form T-1) under the Trust Indenture Act;
(d) (i) The
Basic Prospectus, the Preliminary Prospectus, if any, used most recently prior to the Applicable Time, as supplemented by the final term
sheet prepared and filed pursuant to Section 5(a) hereof as of the Applicable Time and listed on Schedule IV to the applicable
Pricing Agreement together with the Issuer Free Writing Prospectus listed in Schedule III (if any) to the applicable Pricing Agreement
and any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Pricing
Disclosure Package (collectively, the “Pricing Disclosure Package”) and (ii) each electronic road show, if any,
when taken together as a whole with the Pricing Disclosure Package, will not include any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule III (if any) to the applicable Pricing Agreement will
not conflict with the information contained in the Registration Statement, the Basic Prospectus, the Preliminary Prospectus, if any,
used most recently prior to the Applicable Time or the Prospectus; provided, however, that this representation and warranty
shall not apply to (i) any statements or omissions made in reliance upon and in conformity with information furnished in writing
to the Issuer by an Underwriter of Designated Securities through the Representatives expressly for use in any such Issuer Free Writing
Prospectus or the Pricing Disclosure Package or (ii) that part of the Registration Statement which shall constitute the statement
of eligibility and qualification (Form T-1) under the Trust Indenture Act;
(e) The
Issuer is not, and will not be at the time of the Pricing Agreement, an “ineligible issuer,” as defined in Rule 405
under the Act;
(f) The
consolidated financial statements (and the notes thereto) and schedules, if any, of the Company incorporated by reference in or filed
with and as a part of the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly, in all material respects,
the consolidated financial position as of the respective dates and the consolidated results of operations and cash flows for the respective
periods covered thereby of the Company, in conformity with applicable generally accepted accounting principles applied on a consistent
basis throughout the periods involved;
(g) Since
the latest date as of which information is given in the Pricing Disclosure Package, there has not been any material adverse change in
the consolidated shareholders’ equity or consolidated long-term debt of the Company and its subsidiaries taken as a whole, or any
material adverse change, or any development reasonably likely to result in a prospective material adverse change in or affecting the
financial position, shareholders’ equity or results of operations of the Company and its subsidiaries taken as a whole, otherwise
than as set forth in the Pricing Disclosure Package;
(h) The
Company and AZ Finance have been duly organized and are validly existing under the laws of their respective jurisdictions of organization,
are duly qualified to do business in each jurisdiction in which their respective ownership or lease of property or the conduct of their
respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties
and to conduct the businesses in which they are engaged, except where the failure to be so qualified or have such power or authority
would not have a material adverse effect on the financial position, shareholders’ equity or results of operations of the Company
and its consolidated subsidiaries considered as a whole;
(i) To
the best of AZ Finance’s and the Company’s knowledge, after due inquiry, and other than as set forth in the Pricing Disclosure
Package and the Prospectus, there are no material legal or governmental or regulatory proceedings pending or threatened to which AZ Finance,
the Company or any of their respective subsidiaries is a party or of which any property of AZ Finance, the Company or any of their respective
subsidiaries is the subject that are required to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus
and are not so described and there are no statutes or regulations that are required to be described in the Registration Statement, the
Pricing Disclosure Package or the Prospectus and are not so described;
(j) The
Underwriting Agreement has been duly authorized, executed and delivered by the Company and AZ Finance;
(k) The
Designated Securities have been duly authorized and, when executed and authenticated (in the case of the Notes) or issued (in the case
of the Guarantee), as the case may be, in accordance with the Indenture and delivered to and paid for by the Underwriters, will constitute
valid and binding obligations of AZ Finance and the Company entitled to the benefits provided by the Indenture; the Indenture has been
duly authorized, executed and delivered by the Company and AZ Finance and (assuming the due authorization, execution and delivery thereof
by the Trustee), constitute valid and binding obligations of the Company and AZ Finance, enforceable in accordance with its terms, subject
to the effects of applicable bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generally and
equitable principles of general applicability; the Indenture has been duly qualified under the Trust Indenture Act; and the Designated
Securities conform in all material respects to the descriptions thereof contained in the Pricing Disclosure Package and the Prospectus
as amended or supplemented.
(l) The
issue and sale of the Designated Securities and the compliance by AZ Finance and the Company with the Indenture, this Agreement and the
Pricing Agreement relating to the Designated Securities and the consummation by AZ Finance and the Company of the transactions contemplated
herein and therein will not contravene (x) any of the terms or provisions of any indenture, mortgage, deed of trust, loan agreement
or other similar agreement or instrument to which AZ Finance or the Company is a party or by which AZ Finance or the Company is bound,
or (y) any statute of the United States or the United Kingdom or any political subdivision thereof, or any order, rule or regulation
known to AZ Finance or the Company of any court or of any governmental agency or body in the United States or the United Kingdom or any
political subdivision thereof, except in the case of clauses (x) and (y) above for such contraventions which would not affect
the validity or binding nature of the Designated Securities or have a material adverse effect on the financial position, shareholders’
equity or results of operations of the Company and its consolidated subsidiaries considered as a whole;
(m) No
consent, approval, authorization, order, registration or qualification of or with any court or any governmental agency or body described
in (l) above is required for the issue and sale of the Designated Securities by AZ Finance or the Company in the manner contemplated
herein or the consummation of the other transactions contemplated by this Agreement, the Pricing Agreement or the Indenture except as
may be required by the Securities or Blue Sky laws of the various states in connection with the offer and sale of the Designated Securities;
(n) Each
of AZ Finance and the Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds
thereof as described in the Pricing Disclosure Package and the Prospectus will not be, required to register as an “investment company”
as such term is defined in the Investment Company Act of 1940, as amended;
(o) PricewaterhouseCoopers
LLP, which has audited certain of the financial statements of the Company and its subsidiaries and the Company’s internal control
over financial reporting as specified under the heading “Experts” in the Registration Statement, is an independent registered
public accounting firm with respect to the Company as required by the Act and the applicable rules and regulations of the Commission
thereunder;
(p) Each
of AZ Finance, the Company and their respective subsidiaries maintains “disclosure controls and procedures” (as such
term is defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures are effective;
(q) The
operations of the each of AZ Finance, the Company and their respective subsidiaries, are and have been conducted at all times in compliance
with applicable financial recordkeeping and reporting requirements and in compliance with, in all material respects, the money laundering
statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered
or enforced by any governmental agency (collectively, the “Money Laundering Laws”), insofar as they apply, and no
action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving AZ Finance, the
Company or any of their respective subsidiaries, with respect to the Money Laundering Laws is pending or, to the best knowledge of AZ
Finance or the Company, threatened;
(r) None
of AZ Finance, the Company or any of their respective subsidiaries, nor, to the knowledge of AZ Finance or the Company, any director,
officer, agent, employee or affiliate of AZ Finance, the Company or any of their respective subsidiaries, (i) is currently designated
on, or owned or controlled (as interpreted under any relevant Sanctions) by any individual or entity designated on, any sanctions list
issued under any trade, economic or financial sanctions, laws, regulations, embargoes or restrictive measures administered by the Office
of Foreign Assets Control of the U.S. Treasury Department, the European Union, any European Union member state, the Security Council
of the United Nations or His Majesty’s Treasury (collectively “Sanctions”), nor (ii) has, to the knowledge
of AZ Finance or the Company, violated or is violating any Sanctions; and none of AZ Finance or the Company will use the proceeds of
the offering of the Notes, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or
other person or entity, that is the subject of Sanctions or for any purpose that would cause AZ Finance, the Company or Underwriters
to violate Sanctions. Any provision of this Section 2(r) shall not apply if and to the extent that it is or would be unenforceable
by reason of breach of (i) EU Regulation (EC) 2271/96 (as amended) or any law or regulation implementing such regulation in any
member state of the European Union or the United Kingdom or (ii) any similar blocking or anti-boycott law and, in such case, the
enforceability of this Section 2(r) shall not otherwise be affected; and
(s) Except
as may be determined with respect to the matters under investigation described in the Company’s Form 6-K filed with the Commission
on February 8, 2024 and incorporated by reference into the Pricing Disclosure Package and the Company’s Form 20-F filed
with the Commission on February 20, 2024 and incorporated by reference into the Pricing Disclosure Package, each of AZ Finance,
the Company and their respective subsidiaries have conducted their businesses in all material respects in compliance with all laws, rules,
and regulations from time to time concerning or relating to bribery or corruption, including but not limited to the U.S. Foreign Corrupt
Practices Act of 1977, the U.K. Bribery Act 2010 and all other applicable anti-bribery and corruption laws and has instituted and maintained
policies and procedures designed to promote and achieve compliance with such laws.
3. Upon
the execution of the Pricing Agreement applicable to any Designated Securities and authorization by the Representatives of the release
of such Designated Securities, the several Underwriters propose to offer such Designated Securities for sale upon the terms and conditions
set forth in the Prospectus as amended or supplemented.
4. Designated
Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in such authorized denominations and
registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company, shall
be delivered by or on behalf of AZ Finance and the Company to the Representatives for the account of such Underwriter at the office of
Freshfields Bruckhaus Deringer US LLP, 3 World Trade Center, 175 Greenwich Street, New York, New York 10007, against payment by such
Underwriter or on its behalf of the purchase price therefor in same day funds, payable to the order of AZ Finance in the funds specified
in such Pricing Agreement, all at the place and time and date specified in such Pricing Agreement or at such other place and time and
date as the Representatives and the Company may agree upon in writing, such time and date being herein called the “Time of Delivery”
for such Securities. The Securities will be delivered by AZ Finance or the Company, as the case may be, to the Representatives in the
form of one or more global Securities, representing all of the Securities, which will be registered in the name of a nominee for The
Depository Trust Company (“DTC”) and deposited on behalf of the Underwriters with Cede & Co. as custodian
for DTC, for credit to the respective participant accounts of the Underwriters unless otherwise directed by you. Such global Securities
will be made available for checking at least twenty-four hours prior to the Time of Delivery through the facilities of DTC.
5. AZ
Finance and the Company, jointly and severally, agree with each of the Underwriters of any Designated Securities:
(a) To
prepare in consultation with the Representatives the Prospectus, as amended and supplemented in relation to the applicable Designated
Securities, in a form approved by the Representatives, which approval the Representatives agree they will not unreasonably withhold,
and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on
the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities
or, if applicable, such earlier time as may be required by Rule 424(b); to make no further amendment or any supplement to the Registration
Statement, the Pricing Disclosure Package or Prospectus (as each may have been amended or supplemented) after the date of the Pricing
Agreement relating to such Securities and prior to the Time of Delivery without prior consultation with the Representatives for such
Securities; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives
with copies thereof; if requested by you prior to the Applicable Time, to prepare a final term sheet, containing solely a description
of the Designated Securities, in a form substantially as set forth in Schedule V to the applicable Pricing Agreement and which shall
be attached to the applicable Pricing Agreement and approved by the Representatives, and to file such term sheet pursuant to Rule 433(d) under
the Act within the time required by such Rule; to file promptly all other material required to be filed by AZ Finance or the Company
with the Commission pursuant to Rule 433(d) under the Act; to file promptly all reports and any definitive proxy or information
statements required to be filed by AZ Finance or the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act for so long as the delivery of a prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under
the Act) is required in connection with the offering or sale of such Designated Securities, and during such same period to advise the
Representatives, promptly after AZ Finance or the Company receives notice thereof, of the time when any amendment to the Registration
Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission,
of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the
Securities, of the suspension of the qualification of such Securities for offering or sale in any jurisdiction, of the initiation or
threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration
Statement or Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order
preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its
reasonable best efforts to obtain its withdrawal;
(b) Promptly
from time to time to use its reasonable best efforts to qualify such Securities for offering and sale under the securities laws of such
jurisdictions as the Representatives may reasonably request and to pay all expenses (including reasonable fees and disbursements of counsel)
in connection with such qualification and in connection with the determination of the eligibility of such Securities for investment under
the laws of such jurisdictions as the Representatives may designate and to comply with such laws so as to permit the continuance of sales
and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of such Securities; provided,
however, that in connection therewith neither AZ Finance nor the Company shall be required to qualify as a foreign corporation
or to file a general consent to service of process in any jurisdiction or to take any other action which would subject it to service
of process in suits in any jurisdiction or to subject it to taxation in any jurisdiction other than those arising out of the offering
or sale of the Designated Securities in such jurisdiction;
(c) To
furnish the Underwriters, without charge, with a copy of the Registration Statement, with copies of the Prospectus as amended or supplemented,
including the exhibits and materials, if any, incorporated by reference therein, in such quantities as the Representatives may from time
to time reasonably request, and, if the delivery of a prospectus is required (or, in lieu thereof, the notice referred to in Rule 173(a) under
the Act) at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering
or sale of the Designated Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended
or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made when such Prospectus (or, in lieu thereof, the notice
referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during
such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the
Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify the Representatives and upon their
request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies
as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will
correct such statement or omission or effect such compliance; provided, however, if any Underwriter is required to deliver
a prospectus in connection with sales of any of the Designated Securities at any time nine months or more after the time of issue of
the Prospectus, upon their request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many copies
as the Representatives may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;
(d) To
make generally available to the Company’s security holders and to the Representatives as soon as practicable, but in any event
not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the
Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of
the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158); and
(e) During
the period beginning from the date of the Pricing Agreement for such Designated Securities and continuing to and including the earlier
of (i) the termination of trading restrictions for such Designated Securities, as notified to AZ Finance and the Company by the
Representatives and (ii) the Time of Delivery for such Designated Securities, not to offer, sell, contract to sell or otherwise
dispose of any debt securities of AZ Finance or the Company which mature more than one year after such Time of Delivery and which are
denominated in U.S. dollars and substantially similar to such Designated Securities, without the prior written consent of the Representatives,
which consent shall not be unreasonably withheld. The foregoing restrictions do not apply to any offer, sale, contract to sell or other
disposition of the debt securities of AZ Finance or the Company pursuant to the Company’s Euro Medium Term Note Programme, as it
may be amended from time to time.
6. (a) Each
Underwriter represents and agrees that it shall not use, refer to or distribute any “free writing prospectus” (as defined
in Rule 405 under the Act, a “Free Writing Prospectus”) except:
(i) a
Free Writing Prospectus that (1) is not an Issuer Free Writing Prospectus, and (2) contains only information describing the
preliminary terms of the Securities or their offering or otherwise permitted under Rule 134 under the Act;
(ii) a
Free Writing Prospectus as shall be agreed in writing with AZ Finance and the Company that is not distributed, used or referenced by
such Underwriter in a manner reasonably designed to lead to its broad unrestricted dissemination (including any electronic road show)
unless AZ Finance and the Company consent to such dissemination and such Free Writing Prospectus is listed on Schedule VI to the applicable
Pricing Agreement; provided that an Underwriter’s internal communications with its own sales force shall not be covered
by this clause (ii); and
(b) Notwithstanding
Section 6(a) above, AZ Finance and the Company hereby agree that the Underwriters may distribute to investors one or more Free
Writing Prospectus that contain only the final terms of the Securities (including, for the avoidance of doubt, in the format of Bloomberg
communications) substantially in the form set forth in Schedule V to the applicable Pricing Agreement and that such Free Writing Prospectus
substantially in the form set forth in Schedule V to the applicable Pricing Agreement will be filed by the Company in accordance with
Rule 433(d) under the Act and shall be considered an Issuer Free Writing Prospectus for purposes of this Agreement.
(c) Each
of AZ Finance and the Company agrees that, unless it has obtained or will obtain the prior written consent of the Representatives, it
has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would
otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Act) required to be filed by AZ Finance
or the Company with the Commission or retained by AZ Finance or the Company under Rule 433 under the Act; provided that the
prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectus included in
Schedule III to the applicable Pricing Agreement. Any such Free Writing Prospectus consented to by the Representatives is hereinafter
referred to as a “Permitted Free Writing Prospectus.” Each of AZ Finance and the Company agrees that (i) it has
treated and will treat, as the case may be, each Permitted Free Writing Prospectus (including the final terms of the Securities as set
forth in Schedule V to the applicable Pricing Agreement) as an Issuer Free Writing Prospectus and (ii) it has complied and will
comply, as the case may be, with the requirements of Rules 164 and 433 under the Act applicable to any Permitted Free Writing Prospectus,
including in respect of timely filing with the Commission, legending and record keeping.
(d) Each
of AZ Finance and the Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or
occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the
Pricing Disclosure Package or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, AZ Finance and
the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish
without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or
omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an
Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to AZ Finance and the Company
by an Underwriter through the Representatives expressly for use therein.
7. AZ
Finance and the Company, jointly and severally, covenant and agree with the several Underwriters that AZ Finance and the Company will,
jointly and severally, pay or cause to be paid the following: (i) except as provided in the proviso to Section 5(c) hereof,
the fees, disbursements and expenses of counsel of AZ Finance and the Company and accountants of the Company in connection with the registration
of the Designated Securities under the Act and the qualification of any indenture related to the Designated Securities under the Trust
Indenture Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Basic
Prospectus, any Preliminary Prospectus, the Prospectus and amendments and supplements thereto, the Pricing Disclosure Package and any
Issuer Free Writing Prospectus and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of
printing or producing any Agreement among Underwriters, this Agreement, the Pricing Disclosure Package, any indenture related to the
Designated Securities, any Blue Sky and legal investment memoranda and any other documents in connection with the offering, purchase,
sale and delivery of the Designated Securities; (iii) all expenses in connection with the qualification of the Designated Securities
for offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonable fees, disbursements
and expenses of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment
surveys; (iv) any fees charged by securities rating services for rating the Designated Securities; (v) any filing fees incident
to any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Designated Securities; (vi) the
cost of preparing the Securities and of the delivery of the Designated Securities to the Underwriters, including any issue, stamp, transfer
or similar taxes thereon; (vii) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements
of counsel for the Trustee in connection with the Indenture and the Securities; and (viii) except as provided in the proviso to
Section 5(c) hereof, all reasonable other costs and expenses incident to the performance of their obligations hereunder which
are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section 7,
Section 9 and Section 13 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their
counsel, transfer taxes on the initial sale or any resale of any of the Designated Securities by them, and any advertising expenses connected
with any offers they may make.
8. The
obligations of the Underwriters of any Designated Securities under the Pricing Agreement relating to such Designated Securities shall
be subject, in the discretion of the Representatives, to the condition that all representations and warranties and other statements of
AZ Finance and the Company in or incorporated by reference in the Pricing Agreement relating to such Designated Securities are, at and
as of the Time of Delivery for such Designated Securities, true and correct in all material respects, the condition that AZ Finance and
the Company shall have performed all of their respective obligations hereunder theretofore to be performed and the following additional
conditions:
(a) The
final term sheet contemplated by Section 5(a) hereof in relation to the applicable Designated Securities, and any other material
required to be filed pursuant to Rule 433 under the Act in relation to the applicable Designated Securities shall have been filed
within the applicable time period prescribed for such filings by Rule 433 under the Act and the Prospectus as amended or supplemented
in relation to the applicable Designated Securities shall have been filed with the Commission pursuant to Rule 424(b) under
the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance
with Section 5(a) hereof; no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding
for that purpose has been initiated or threatened by the Commission and no order suspending or preventing the use of the Basic Prospectus,
any Preliminary Prospectus, any documents which are part of the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing
Prospectus shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all
requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable
satisfaction;
(b) Simpson
Thacher & Bartlett LLP, United States counsel for the Underwriters, shall have furnished to the Representatives such opinion
or opinions, dated the Time of Delivery for such Designated Securities, with respect to the validity of the Indenture, the Designated
Securities, the Registration Statement, the Pricing Disclosure Package, the Prospectus as amended or supplemented and other related matters
as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably
request to enable them to pass upon such matters (such counsel being entitled to state that they have assumed that any document referred
to in their opinion and executed by AZ Finance or the Company has been duly authorized, executed and delivered pursuant to English law
and, as to all matters of English law, their opinion is given in reliance upon, and is subject to the qualifications set forth in, the
opinion of counsel for AZ Finance and the Company required by subsection (c) of this Section 8);
(c) Freshfields
Bruckhaus Deringer LLP, English counsel for AZ Finance and the Company, shall have furnished to the Representatives a written opinion,
dated the Time of Delivery for such Designated Securities, in form and substance reasonably satisfactory to the Representatives (such
counsel being entitled to state that such counsel has made no investigation of the laws of any country other than England and that such
counsel’s opinion is confined to matters of English law and, as to all matters governed by the laws of the United States and the
State of New York, such opinion is given in reliance upon, and is subject to the qualifications set forth in, the opinion required by
subsection (e) of this Section 8), substantially to the effect that:
(i) The
Company has been duly incorporated in England and Wales under the Companies Act 1985, as amended, and registered in England and Wales
as a public limited company and the Company Search and Winding-up Enquiry revealed no application, petition, order or resolution for
the administration or winding-up of the Company and no notice of appointment of, or intention to appoint, a receiver or administrator
in respect of the Company within the period covered by such enquiries;
(ii) The
Company has the requisite corporate capacity to enter into this Agreement, the Pricing Agreement, the Indenture, the Guarantee and the
Company officers’ certificates (the “Issue Documents”), to issue the Guarantee and to perform its obligations
under them;
(iii) The
execution of the Issue Documents and the Guarantee has been duly authorized by all necessary corporate action on the part of the Company;
(iv) The
Underwriting Agreement, the Pricing Agreement and the Company officers’ certificates have been duly executed by the Company and
the consent to service of process contained in Section 19 of the Underwriting Agreement is effective as a matter of English law;
(v) The
compliance by the Company with all of the provisions of the Issue Documents and the consummation by the Company of the transactions contemplated
therein (in accordance with the terms of the Issue Documents) do not and will not of themselves result in any violation by the Company
of any term of its Articles of Association, or of any law or regulation having the force of law in England and applicable to the Company;
(vi) No
consents, licenses, approvals or authorizations of, or registrations or filings with, any governmental or regulatory authority or agency
in the United Kingdom are required by law by the Company in connection with the entry into the Guarantee by the Company in the manner
contemplated by the Issue Documents and the prospectus supplement dated February 21, 2024 and filed with the Commission on February 21,
2024 (the “Prospectus Supplement”) in relation to the Notes;
(vii) The
entry by the Company into the Indenture has been duly authorized;
(viii) As
at the time of pricing of the Notes on February 21, 2024, the statements contained in the section of the Registration Statement
headed “Certain UK and U.S. Federal Tax Considerations – United Kingdom Taxation”, as supplemented by the Prospectus
Supplement, to the extent they summarize matters of English law in respect of the matters referred to therein, and subject to the matters
excluded from the scope of such section and the limitations, qualifications and assumptions set forth in, or applicable to, such section,
were true and correct in all material respects; and
(ix) As
of the date hereof, the statements contained in the section of the Registration Statement headed “Certain UK and U.S. Federal Tax
Considerations – United Kingdom Taxation”, as supplemented by the Prospectus Supplement, to the extent they summarize matters
of English law in respect of the matters referred to therein, and subject to the matters excluded from the scope of such section and
the limitations, qualifications and assumptions set forth in, or applicable to, such section, are true and correct in all material respects.
In giving the opinion set forth above in this subsection
(c), such counsel may state that in the case of default by AZ Finance or the Company in the performance of their respective obligations
under this Agreement or any other agreement referred to in such opinion, any proceedings in an English court to pursue remedies would
be subject to the following: (a) a judgment rendered by a court outside the United Kingdom would not be enforced by the English
courts without a retrial or re-examination if such judgment was obtained by fraud or in a manner opposed to natural justice or if the
enforcement thereof were contrary to United Kingdom public policy; and (b) in any proceedings to enforce in an English court a foreign
judgment it is open to the defendant to raise any counterclaim which he could have brought if the action had originally been brought
in England unless the subject of the counterclaim was in issue and decided in the foreign proceedings; and in giving the opinion in subparagraph
(vii) above, such counsel may assume that the Designated Securities conform to the specimen thereof examined by such counsel.
(d) The
Company Secretary or General Counsel for the Company shall have furnished to the Representatives a written opinion, dated the Time of
Delivery for such Designated Securities, in form and substance reasonably satisfactory to the Representatives (such Company Secretary
or General Counsel being entitled to state that he has made no investigation of the laws of any country other than England and that his
opinion is confined to matters of English law and, as to all matters governed by the laws of the United States and the State of New York,
such opinion is given in reliance upon, and is subject to the qualifications set forth in, the opinion required by subsection (e) of
this Section 8), substantially to the effect that:
(i) Other
than as set forth in the Pricing Disclosure Package and the Prospectus, to the best of such Company Secretary or General Counsel’s
knowledge, after due inquiry, there are no material legal or governmental proceedings pending or threatened to which AZ Finance, the
Company or any of its other subsidiaries is a party or of which any property of AZ Finance, the Company or any of its other subsidiaries
is the subject that are required to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus and
are not so described and there are no statutes or regulations that are required to be described in the Registration Statement, the Pricing
Disclosure Package or the Prospectus and are not so described; and
(ii) The
issue and sale of the Designated Securities and the compliance by AZ Finance and the Company, as applicable, with all of the provisions
of the Indenture, this Agreement and the applicable Pricing Agreement relating to the Designated Securities and the consummation by AZ
Finance and the Company of the transactions contemplated herein and therein will not contravene any of the terms or provisions of any
indenture, mortgage, deed of trust, loan agreement or other similar agreement or instrument known to such Company Secretary or General
Counsel to which AZ Finance or the Company is a party or by which AZ Finance or the Company is bound, except for such contraventions
which would not affect the validity or binding nature of the Designated Securities or have a material adverse effect on the financial
position, shareholders’ equity or results of operations of the Company and its consolidated subsidiaries considered as a whole.
(e) Freshfields
Bruckhaus Deringer US LLP, United States counsel for AZ Finance and the Company, shall have furnished to the Representatives their written
opinion and negative assurance letter, dated the Time of Delivery for such Designated Securities, in form and substance reasonably satisfactory
to the Representatives (such counsel being entitled to state that they have assumed that any document referred to in their opinion and
executed by the Company has been duly authorized, executed and delivered pursuant to English law and, as to all matters governed by the
laws of England, their opinion is given in reliance upon, and is subject to the same qualifications set forth in, the opinion required
by subsection (c) of this Section 8), substantially to the effect that:
(i) AZ
Finance is validly existing as a limited liability company in good standing under the laws of the State of Delaware;
(ii) Each
of the Underwriting Agreement and the Pricing Agreement has been duly authorized, executed and delivered by AZ Finance;
(iii) Assuming
that each of the Underwriting Agreement and the Pricing Agreement has been duly authorized, executed and delivered by the Company in
accordance with English law, each of the Underwriting Agreement and the Pricing Agreement has been duly executed and delivered by the
Company;
(iv) The
Indenture has been duly authorized, executed and delivered by AZ Finance and, assuming that the Indenture has been duly authorized, executed
and delivered by the Trustee and is the valid and legally binding obligation of the Trustee, constitutes a valid and legally binding
obligation of AZ Finance, enforceable against AZ Finance in accordance with its terms;
(v) Assuming
that the Indenture has been duly authorized, executed and delivered by the Company in accordance with English law, the Indenture has
been duly executed and delivered by the Company and, assuming that the Indenture has been duly authorized, executed and delivered by
the Trustee and is the valid and legally binding obligation of the Trustee, constitutes a valid and legally binding obligation of the
Company, enforceable against the Company in accordance with its terms;
(vi) The
Notes have been duly authorized, executed and delivered by AZ Finance and, assuming due authentication thereof by the Trustee and upon
payment and delivery in accordance with the Underwriting Agreement, will constitute valid and legally binding obligations of AZ Finance,
enforceable against AZ Finance in accordance with their terms and entitled to the benefits of the Indenture;
(vii) Assuming
that the Company’s Guarantee of the Notes has been duly authorized, executed and delivered by the Company in accordance with English
law, the Company’s Guarantee has been duly executed and delivered by the Company and assuming due authentication of the Notes by
the Trustee and upon payment for and delivery of the Notes in accordance with the Underwriting Agreement, the Guarantee will constitute
a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and entitled to the
benefits of the Indenture;
(viii) The
issue and sale of the Notes by AZ Finance, the issue of the Guarantee by the Company, the execution and delivery by the Company and AZ
Finance, as applicable, of the Underwriting Agreement, the Pricing Agreement, the Indenture, the Notes, the Guarantee and the Company
and AZ Finance officers’ certificates (the “Operative Documents”) and the performance by the Company and AZ
Finance, as applicable, of their respective obligations under the Operative Documents to which they are a party (including the use of
proceeds from the sale of the Notes as described in the Preliminary Prospectus and the Prospectus), will not violate (i) any provision
of the organization documents of AZ Finance or (ii) any U.S. federal or New York State statute or the Delaware Limited Liability
Company Act or any rule or regulation that has been issued pursuant to any U.S. federal or New York State statute or the Delaware
Limited Liability Company Act, except that it is understood that no opinion is given in this paragraph with respect to any U.S. federal
or State of New York securities law or any rule or regulation issued pursuant to any U.S. federal or New York State securities law;
(ix) No
authorization, approval, consent, order, registration or qualification of or with any U.S. federal, New York State or, with respect to
matters arising under the Delaware Limited Liability Company Act, Delaware governmental agency or body, or, to our knowledge, any U.S.
federal, New York State or, with respect to matters arising under the Delaware Limited Liability Company Act, Delaware court is required
for (a) the issue and sale of the Notes by AZ Finance, (b) the issue of the Guarantee by the Company and (c) compliance
by the Company and AZ Finance with all of the applicable provisions of the Operative Documents to which they are a party, except for
such consents, approvals, authorizations, orders or qualifications as may be required (i) under state or foreign securities or Blue
Sky laws, rules and regulations, (ii) by the Financial Industry Regulatory Authority, Inc. (“FINRA”)
in connection with the offer, sale, purchase and distribution of the Notes and the Guarantee, or (iii) the rules and regulations
of The Nasdaq Stock Market LLC. It is understood that no opinion is given in this paragraph with respect to any U.S. federal or New York
State securities law or any rule or regulation issued pursuant to any U.S. federal or New York State securities law;
(x) The
Registration Statement is effective under the Act; any required filing of the Preliminary Prospectus and the Prospectus pursuant to Rule 424(b) has
been made in the manner and within the time period required by Rule 424(b); and, to our knowledge, no stop order suspending the
effectiveness of the Registration Statement or preventing the use of the Preliminary Prospectus and the Prospectus has been issued and
no proceedings for that purpose have been instituted or are pending or have been threatened by the Commission under the Act;
(xi) The
statements made in each of the Pricing Disclosure Package and the Prospectus under the captions “Description of Debt Securities
and Guarantees,” and “Description of Notes,” insofar as they purport to constitute summaries of certain terms of documents
referred to therein, constitute accurate summaries of the terms of such documents in all material respects;
(xii) The
statements made in each of the Pricing Disclosure Package and the Prospectus under the caption “Certain UK and U.S. Federal Tax
Considerations – United States Taxation,” insofar as they constitute statements of U.S. federal tax law or legal conclusions
with respect thereto, are correct in all material respects;
(xiii) Each
of the Company and AZ Finance is not, and after giving effect to the offering and sale of the Notes will not be, an “investment
company” within the meaning of the Investment Company Act of 1940, as amended;
(xiv) The
Indenture has been qualified under the Trust Indenture Act of 1939;
(xv) Each
of the Registration Statement and the Prospectus, as of the date of the Prospectus, and each of the documents filed by the Company and
incorporated by reference in the Registration Statement and the Prospectus, appeared on its face to be appropriately responsive as to
form in all material respects to the requirements of the Act or the Exchange Act, as applicable; provided, however, that such counsel
does not express any belief with respect to (a) the financial statements or other financial data included in, or omitted from or
incorporated by reference into the Registration Statement, the Pricing Disclosure Package or the Prospectus or (b) the statement
of eligibility and qualification of the Trustee under the Indenture under which the Notes are being issued; and
(xvi) Nothing
has come to such counsel’s attention that caused such counsel to believe that (i) the Registration Statement, as of the date
of the Prospectus, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, (ii) the Pricing Disclosure Package, taken as a whole, as of the Applicable
Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading, or (iii) the Prospectus, as of its date or
at the Time of Delivery, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided,
however, that we do not express any belief with respect to (a) the financial statements or other financial data included in, omitted
from or incorporated by reference into the Registration Statement, the Pricing Disclosure Package or the Prospectus or (b) the statement
of eligibility and qualification of the Trustee under the Indenture under which the Notes are being issued.
In giving the opinions set forth in subparagraphs
(xv) and (xvi) of this subsection (e), such counsel may state that given the limitations inherent in the role of outside counsel
and the independent verification of factual matters and the character of determinations involved in the registration process, they do
not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the
Pricing Disclosure Package and the Prospectus except as set forth in paragraphs (xi) and (xii) of this Section 8(e). Such
opinion may also state that it is confined to matters of the laws of the United States of America and the State of New York and the Delaware
Limited Liability Company Act, in each case as of the date of the opinion. Such opinion may also state that such counsel expresses no
opinion or belief as to (x) the statements of English law or descriptions of legislation referred to in subparagraph (viii) of
paragraph (c) of this Section 8, (y) the conveyance of the Pricing Disclosure Package or the information contained therein
to investors or (z) the due incorporation of, and valid, binding and enforceable, execution of the Indenture by the Trustee;
(f) On
the date of the applicable Pricing Agreement and at the Time of Delivery for such Designated Securities, PricewaterhouseCoopers LLP,
an independent registered public accounting firm with respect to the Company, which has audited certain of the financial statements of
the Company and its subsidiaries included or incorporated by reference in the Registration Statement as specified under the heading “Experts”
in the Registration Statement, shall have furnished to the Representatives a letter or letters, dated as of each such date and in form
and substance satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountants’
“comfort letters” to underwriters with respect to the financial statements and certain financial information contained in
the Registration Statement and the Prospectus as amended or supplemented and as to such other matters as the Representatives may reasonably
request; and
(g) AZ
Finance and the Company shall have furnished or caused to be furnished to the Representatives a certificate or certificates, dated the
Time of Delivery for the Designated Securities, of officers of AZ Finance and the Company, as applicable, satisfactory to the Representatives
as to the accuracy of the representations and warranties in all material respects of AZ Finance and the Company in this Agreement and
the Pricing Agreement at and as of the Time of Delivery, as to the performance by AZ Finance and the Company of all of their respective
obligations hereunder to be performed prior to such Time of Delivery, and as to the matters set forth in Sections 8(a) and
12(i) hereof.
9. (a)
AZ Finance and the Company, jointly and severally, will indemnify and hold harmless each Underwriter against any losses, claims, damages
or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Prospectus, or any
amendment or supplement thereto, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any “issuer information”
filed or required to be filed pursuant to Rule 433(d) under the Act, including the information in the final term sheet filed
in accordance with Section 5(a) of this Agreement and any other prospectus relating to the Securities, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other
expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses
are incurred; provided, however, that AZ Finance and the Company shall not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or are based upon an untrue statement or alleged untrue statement or omission
or alleged omission made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Prospectus, or any amendment
or supplement thereto, the Pricing Disclosure Package, any Issuer Free Writing Prospectus and any other prospectus relating to the Securities,
or any such amendment or supplement in reliance upon and in conformity with written information furnished to AZ Finance and the Company
by any Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented
relating to such Securities.
(b) Each
Underwriter will indemnify and hold harmless AZ Finance and the Company against any losses, claims, damages or liabilities to which AZ
Finance and the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, the
Pricing Disclosure Package, or any Issuer Free Writing Prospectus and any other prospectus relating to the Securities, or any amendment
or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Basic Prospectus,
any Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, the Pricing Disclosure Package, or any Issuer Free
Writing Prospectus and any other prospectus relating to the Securities, or any amendment or supplement in reliance upon and in conformity
with written information furnished to AZ Finance and the Company by such Underwriter through the Representatives expressly for use therein;
and will, reimburse AZ Finance and the Company for any legal or other expenses reasonably incurred by AZ Finance and the Company in connection
with investigating or defending any such action or claim as such expenses are incurred.
(c) Promptly
after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action (including
any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under
such subsection, promptly notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case
any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party
to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified
party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable costs of investigation. It is understood that the indemnifying
party shall not, in connection with any action or related actions in the same jurisdiction, be liable for the reasonable fees and expenses
of more than one separate firm for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any
action effected without its written consent but if settled with such consent, the indemnifying party agrees to indemnify the indemnified
party from and against any loss or liability by reason of such settlement. Furthermore, the indemnifying party shall not, without the
written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect
to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or
not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include
a statement as to, or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.
(d) To
the extent that the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified
party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative
benefits received by AZ Finance and the Company on the one hand and the Underwriters of the Designated Securities on the other from the
offering of the Designated Securities to which loss, claim, damage or liability (or action in respect thereof) relates. If, however,
the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to
give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable
by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault
of AZ Finance and the Company on the one hand and the Underwriters of the Designated Securities on the other in connection with the statements
or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by AZ Finance and the Company on the one hand and such Underwriters on the other
shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by AZ
Finance and the Company bear to the total underwriting discounts and commissions received by such Underwriters, in each case as set forth
in the table on the cover page of the Prospectus as amended and supplemented. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by AZ Finance and the Company on the one hand or the Underwriters on the other and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. AZ
Finance, the Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were
determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall
be required to contribute any amount in excess of the amount by which the total price at which the applicable Designated Securities underwritten
by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Designated Securities in this subsection (d) to
contribute are several in proportion to their respective underwriting obligations with respect to such Securities and not joint.
(e) The
obligations of AZ Finance and the Company under this Section 9 shall be in addition to any liability which AZ Finance and the Company
may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within
the meaning of the Act and to the Underwriters’ affiliates, directors and officers; and the obligations of the Underwriters under
this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon
the same terms and conditions, to each officer and director of AZ Finance and the Company, the duly authorized representative of AZ Finance
and the Company in the United States, and to each person, if any, who controls AZ Finance and the Company within the meaning of the Act
or the Exchange Act.
10. (a)
If any Underwriter shall default in its obligation to purchase the Designated Securities which it has agreed to purchase under the Pricing
Agreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party
or other parties to purchase such Designated Securities on the terms contained herein. If within thirty-six hours after such default
by any Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then AZ Finance and the Company
shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory
to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period,
the Representatives notify AZ Finance and the Company that the Representatives have so arranged for the purchase of such Designated Securities,
or AZ Finance and the Company notify the Representatives that they have so arranged for the purchase of such Designated Securities, the
Representatives or AZ Finance and the Company shall have the right to postpone the Time of Delivery for such Designated Securities for
a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement
or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any
amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be
made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with
like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities.
(b) If,
after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by
the Representatives, AZ Finance and the Company as provided in subsection (a) above, the aggregate principal amount of such Designated
Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then
AZ Finance and the Company shall have the right to require each non-defaulting Underwriter to purchase the aggregate principal amount
of Designated Securities which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities
and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the aggregate principal amount
of Designated Securities which such Underwriter agreed to purchase under such Pricing Agreement) of the Designated Securities of such
defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.
(c) If,
after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by
the Representatives and AZ Finance and the Company as provided in subsection (a) above, the aggregate principal amount of the Designated
Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred
to in subsection (b) above, or if AZ Finance and the Company shall not exercise the right described in subsection (b) above
to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing
Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter,
AZ Finance or the Company, except for the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve
a defaulting Underwriter from liability for its default.
11. The
respective indemnities, agreements, representations, warranties and other statements of AZ Finance, the Company and the several Underwriters,
as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force
and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any
controlling person of any Underwriter, AZ Finance or the Company, the duly authorized representative of AZ Finance and the Company in
the United States or any officer or director or controlling person of AZ Finance and the Company, and shall survive delivery of and payment
for the Designated Securities.
12. Any
Pricing Agreement shall be subject to termination in the absolute discretion of the Representatives, after consultation with AZ Finance
and the Company, if, since the respective dates as of which information is given in the Pricing Disclosure Package in the case of clause
(i) below, or subsequent to the Applicable Time and prior to the Time of Delivery of the Designated Securities, in the case of clauses
(ii) through (vii) below, (i) there shall have been a material adverse change, or any development which in the reasonable
judgment of the Company will result in a material adverse change, in the business, properties or financial condition of the Company and
its consolidated subsidiaries considered as a whole, otherwise than as set forth or contemplated in the Pricing Disclosure Package; (ii) there
shall have occurred a downgrading in the rating accorded AZ Finance’s or the Company’s senior debt securities by Moody’s
Investor Services, Inc. (“Moody’s”) or Standard & Poor’s Corporation (“S&P”)
or, in the event that AZ Finance’s or the Company’s senior debt securities are not rated by either Moody’s or S&P,
by another “nationally recognized statistical rating organization” as such term is defined by the Commission for purposes
of Section 3(a)(62) under the Exchange Act; (iii) such organization shall have publicly announced that it has under surveillance
or review, or has changed its outlook with respect to, its rating of the Securities or of any other senior debt securities or preferred
stock of or guaranteed by AZ Finance or the Company (other than an announcement with positive implications of a possible upgrading);
(iv) there shall have been a change or development involving a prospective change in United States or United Kingdom taxation affecting
the Designated Securities or the imposition of exchange controls by the United States or the United Kingdom affecting the Designated
Securities, otherwise than as set forth or contemplated in the Pricing Disclosure Package; (v) trading in securities generally on
the New York Stock Exchange or the London Stock Exchange or any other exchange where the Designated Securities are listed or intended
to be listed shall have been suspended or materially limited; (vi) a general moratorium on commercial banking activities in the
State of New York shall have been declared by either Federal or New York State authorities or a general moratorium on commercial banking
activities in the United Kingdom shall have been declared by authorities in the United Kingdom; (vii) there shall have occurred
the outbreak or escalation of hostilities involving the United States or the United Kingdom or the declaration by the United States or
the United Kingdom of a national emergency or war; or (viii) there shall have occurred any change in financial markets or other
national or international calamity or crisis of such magnitude and severity in its effect on the financial markets, as, in any such case
described in clauses (i) through (viii) above, in the judgment of the Representatives, after consultation with AZ Finance and
the Company, to make it impracticable to proceed with the public offering or the delivery of the Designated Securities on the terms and
in the manner contemplated in the Pricing Disclosure Package and the Prospectus, as amended or supplemented relating to such Securities.
13. If
any Pricing Agreement shall be terminated by the Underwriters of the Designated Securities pursuant to clause (i) of Section 12
hereof or because of any failure or refusal on the part of AZ Finance or the Company to comply with the terms or to fulfill any of the
conditions of the applicable Pricing Agreement, or if for any reason AZ Finance or the Company shall be unable to perform their respective
obligations under the applicable Pricing Agreement, AZ Finance and the Company will, jointly and severally, reimburse the Underwriters
of such Securities for all out-of-pocket expenses (including the fees and disbursements of counsel) reasonably incurred by the Underwriters
in connection with the Designated Securities.
Notwithstanding the termination of any Pricing Agreement
the provisions of Section 9, 10 and 11 hereof shall remain in effect.
14. In
all dealings hereunder, the Representatives of the Underwriters of Designated Securities shall act on behalf of each of such Underwriters,
and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter
made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the
applicable Pricing Agreement.
All statements, requests, notices and agreements
hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail or e-mail transmission as directed in the
applicable Pricing Agreement; and if to AZ Finance or the Company shall be delivered or sent by mail or e-mail transmission to its address
set forth in the Registration Statement (and in respect of AZ Finance, also to its main office address at 1800 Concord Pike, Wilmington,
Delaware 19850), Attention: Company Secretary, or such other address as AZ Finance or the Company shall notify in writing to the Representatives;
provided, however, that any notice to an Underwriter of Designated Securities pursuant to Section 9(c) hereof
shall be delivered or sent by mail or e-mail transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire,
or e-mail constituting such Questionnaire, which address will be supplied to AZ Finance and the Company by the Representatives upon request.
Any such statements, requests, notices or agreements shall take effect upon receipt thereof.
In accordance with the requirements of the USA Patriot
Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record
information that identifies their respective clients, including AZ Finance and the Company, which information may include the name and
address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective
clients.
15. This
Agreement and each Pricing Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, AZ Finance, the Company
and, to the extent provided in Section 9 and Section 11 hereof, the officers and directors of AZ Finance and the Company and
each person who controls AZ Finance and the Company or any Underwriter and their respective heirs, executors, administrators, successors
and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement or any such Pricing Agreement.
No purchaser of any of the Designated Securities from any Underwriter shall be deemed a successor or assign by reason merely of such
purchase.
16. Each
of AZ Finance and the Company acknowledges and agrees that (i) the purchase and sale of any Designated Securities pursuant to this
Agreement is an arm’s-length commercial transaction between AZ Finance and the Company, on the one hand, and the several Underwriters,
on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as
principal and not as an agent or fiduciary of AZ Finance or the Company, (iii) no Underwriter has assumed an advisory or fiduciary
responsibility in favor of AZ Finance or the Company with respect to the offering contemplated hereby or the process leading thereto
(irrespective of whether such Underwriter has advised or is currently advising AZ Finance or the Company on other matters) or any other
obligation to AZ Finance or the Company except the obligations expressly set forth in this Agreement and (iv) each of AZ Finance
and the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. Each of AZ Finance and the Company
agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes
a fiduciary or similar duty to AZ Finance or the Company, in connection with such transaction or the process leading thereto.
17. In
the event that any Underwriter that is a “covered entity,” “covered bank” or “covered FSI” (as the
terms are defined in, and interpreted in accordance with 12 C.F.R. §§ 252.82(b); 47.3(b) or 382.2(b), respectively) (each,
a “Covered Entity”), becomes subject to a proceeding under the U.S. Federal Deposit Insurance Act, as amended, and
the regulations promulgated thereunder, or Title II of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended,
and the regulations promulgated thereunder (together, the “U.S. Special Resolution Regime”), the transfer from such
Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the
transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed
by the federal laws of the United States or by the laws of the State of New York.
In the event that any Underwriter that is a Covered
Entity or an “affiliate” (as the term is defined, and interpreted in accordance with, 12 U.S.C. § 1841(k)), of such
Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, default rights (as the term is defined in, and interpreted
in accordance with, 12 C.F.R. § § 252.81, 47.2 or 382.1, as applicable) (each, a “Default Right”) under
this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights
could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the federal laws of the United States
or by the laws of the State of New York.
18. Notwithstanding
and to the exclusion of any other term of this Agreement or any other agreements, arrangements or understandings between an Underwriter
and any other party to this Agreement, each of the other parties to this Agreement acknowledges and accepts that a BRRD Liability arising
under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority and acknowledges, accepts
and agrees to be bound by:
(a) the
effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of an Underwriter to
such other party under this Agreement, that (without limitation) may include and result in any of the following, or some combination
thereof:
(i) the
reduction of all, or a portion, in the principal amount of the BRRD Liability or outstanding amounts due thereon (including any accrued
but unpaid interest);
(ii) the
conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant Underwriter
or another person (and the issue to or conferral on such other party to this Agreement of such shares, securities or obligations);
(iii) the
cancellation of the BRRD Liability; and
(iv) the
amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by
suspending payment for a temporary period; and
(b) the
variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of
Bail-in Powers by the Relevant Resolution Authority.
For purposes of this Section 18:
“Bail-in Legislation”
means, in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD,
the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to
time;
“Bail-in Powers” means,
with respect to a member state of the European Economic Area which has implemented, or which at any time implements, the BRDD, any Write-Down
and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation;
“BRRD” means Directive
2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, as amended;
“BRRD Liability”
means a liability under this Agreement in respect of which the relevant Bail-in Powers in the applicable Bail-in Legislation may be exercised;
“EU Bail-in Legislation Schedule”
means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time
to time at http://www.lma.eu.com/; and
“Relevant Resolution Authority”
means the resolution authority with the ability to exercise any Bail-in Powers in relation to an Underwriter.
19. The
Company hereby appoints CT Corporation System, 28 Liberty Street, New York, New York 10005-1400 as its authorized agent (the “Authorized
Agent”) upon which process may be served in any action based on this Agreement which may be instituted in any State or Federal
court in The City, County and State of New York by any Underwriter and expressly accepts the jurisdiction of any such court in respect
of such action. Such appointment shall be irrevocable so long as any of the Designated Securities remain outstanding unless and until
a successor Authorized Agent shall be appointed and such successor shall accept such appointment. The Company will take any and all action,
including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in
full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company (mailed
or delivered as aforesaid) shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing,
any action based on this Agreement or any Pricing Agreement may be instituted by any Underwriter against the Company in any competent
court in the United Kingdom.
20. Time
shall be of the essence of each Pricing Agreement. As used herein, the term “business day” shall mean any day when
the Commission’s office in Washington, D.C. is open for business.
21. This
Agreement and each Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York.
22. This
Agreement and each Pricing Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts,
each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.
The words “execution,” “signed,” “signature,” “delivery,” and words of like import in
or relating to this Agreement, each Pricing Agreement or any document to be signed in connection with this Agreement shall be deemed
to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system,
as the case may be, and the parties hereto and thereto consent to conduct the transactions contemplated hereunder by electronic means.
|
Very truly yours, |
|
|
|
ASTRAZENECA FINANCE LLC |
|
|
|
By: |
/s/
David E. White |
|
|
Name: |
David E. White |
|
|
Title: |
President, Treasurer and Director |
|
|
|
ASTRAZENECA PLC |
|
|
|
By: |
/s/
Jonathan Slade |
|
|
Name: |
Jonathan Slade |
|
|
Title: |
Group Treasurer |
[Signature Page to Underwriting Agreement]
Accepted as of the date hereof: |
|
|
|
BARCLAYS CAPITAL INC. |
|
|
|
By: |
/s/
Meghan Graper |
|
|
Name: |
Meghan Graper |
|
|
Title: |
MD, Global Co-Head of DCM Barclays |
|
[Signature Page to Underwriting Agreement]
Accepted as of the date hereof: |
|
|
|
CITIGROUP
GLOBAL MARKETS INC. |
|
|
|
By: |
/s/
Adam D. Bordner |
|
|
Name: |
Adam D. Bordner |
|
|
Title: |
Managing Director |
|
[Signature Page to Underwriting Agreement]
Accepted as of the date hereof: |
|
DEUTSCHE BANK SECURITIES INC. |
|
By: |
/s/ Kevin Prior |
|
/s/ Timothy Azoia |
|
Name: |
Kevin Prior |
|
Timothy Azoia |
|
Title: |
Director |
|
Managing Director |
[Signature Page to
Underwriting Agreement]
Accepted as of the date hereof: |
|
|
|
J.P. MORGAN
SECURITIES LLC |
|
|
|
By: |
/s/
Som Bhattacharyya |
|
|
Name: |
Som Bhattacharyya |
|
|
Title: |
Executive Director |
|
[Signature Page to Underwriting Agreement]
ANNEX I
Pricing Agreement
[Name(s) of
Representative(s),]
As
Representatives of the several
Underwriters
named in Schedule I hereto,
Ladies and Gentlemen:
AstraZeneca Finance LLC (the “Issuer”)
proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement dated [●] (the “Underwriting
Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Notes
specified in Schedule II hereto, guaranteed by AstraZeneca PLC, a company organized under the laws of England (the “Company,”
such guarantee, the “Guarantee” and together with the Notes, the “Designated Securities”). Each
of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part
of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties
set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation
and warranty which refers to the Basic Prospectus, Pricing Disclosure Package or the Prospectus in Section 2 of the Underwriting
Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Basic Prospectus
(as defined therein) as amended or supplemented as of the date of the Underwriting Agreement and also a representation and warranty as
of the date of this Pricing Agreement in relation to the Basic Prospectus, Pricing Disclosure Package or the Prospectus, as amended or
supplemented, relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives
herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act
on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 14 of
the Underwriting Agreement and the address of the Representatives referred to in such Section 14 are set forth at the end of Schedule II
hereto. Schedule III sets forth each Issuer Free Writing Prospectus that is part of the Pricing Disclosure Package and any additional
documents incorporated by reference that were filed with the Commission subsequent to the Commission’s close of business on the
business day immediately prior to the date of the execution of this Pricing Agreement. Schedule IV sets forth all documents that the
Issuer, the Company and the Representatives agree are to be included in the Pricing Disclosure Package. The final term sheet prepared
in accordance with Section 5(a) of the Underwriting Agreement are attached hereto as Schedule V.
The “Applicable Time” means [●]
p.m. New York time on the date hereof.
An amendment of the Registration Statement, or a
supplement to the Basic Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you
is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein
and in the Underwriting Agreement incorporated herein by reference, the Issuer agrees to issue and sell to each of the Underwriters,
and each of the Underwriters agrees, severally and not jointly, to purchase from the Issuer, at the time and place and at the purchase
price to the Underwriters set forth in Schedule II hereto, the aggregate principal amount of Designated Securities set forth opposite
the name of such Underwriter in Schedule I hereto.
All
statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by
mail or e-mail transmission to (i) Barclays Capital Inc., 745 Seventh Avenue, New York, NY 10019, Attn: Syndicate Registration,
Email: xrasyndicateregistra@barclays.com, (ii) Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention:
General Counsel, Email: TEG.NewYork@citi.com, (iii) Deutsche Bank Securities Inc., 1 Columbus Circle, New York, NY 10019, Attention:
Debt Capital Market Syndicate with a copy at the same address to Attention: General Counsel, Email: dbcapmarkets.gcnotices@list.db.com,
(iv) J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Attn: Investment Grade Syndicate Desk, Email: kiran.d.karia@jpmorgan.com;
and if to the Issuer or the Company shall be delivered or sent by mail or e-mail transmission to its address set forth in the Registration
Statement and, in respect of the Issuer, at its main office address at 1800 Concord Pike, Wilmington, Delaware 19850, Phone: +44-20-3749-5000,
Email: aztbo@astrazeneca.com, Attention: Company Secretary, or such other address as the Issuer or the Company shall notify
in writing to the Representatives at their respective foregoing addresses; provided, however, that any notice to an Underwriter
of Designated Securities pursuant to Section 9(c) of the Underwriting Agreement shall be delivered or sent by mail or e-mail
transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or e-mail constituting such Questionnaire,
which address will be supplied to the Issuer and the Company by the Representatives upon request. Any such statements, requests, notices
or agreements shall take effect upon receipt thereof.
If the foregoing is in accordance with your understanding,
please sign and return to us counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter
and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute
a binding agreement between each of the Underwriters, the Issuer and the Company. It is understood that your acceptance of this letter
on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the
form of which shall be submitted to the Issuer and the Company for examination upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
|
Very truly yours, |
|
|
|
ASTRAZENECA FINANCE LLC |
|
|
|
By: |
|
|
|
Name: |
|
|
Title: |
|
|
|
ASTRAZENECA PLC |
|
|
|
By: |
|
|
|
Name: |
|
|
Title: |
[Signature Page to Pricing Agreement]
Accepted as of the date hereof: |
|
|
|
BARCLAYS CAPITAL INC. |
|
|
|
By: |
|
|
|
Name: |
|
|
Title: |
|
[Signature Page to Pricing Agreement]
Accepted as of the date hereof: |
|
|
|
CITIGROUP
GLOBAL MARKETS INC. |
|
|
|
By: |
|
|
|
Name: |
|
|
Title: |
|
[Signature Page to Pricing Agreement]
Accepted as of the date hereof: |
|
|
|
DEUTSCHE
BANK SECURITIES INC. |
|
|
|
By: |
|
|
|
Name: |
|
|
Title: |
|
[Signature Page to
Pricing Agreement]
Accepted as of the date hereof: |
|
|
|
J.P.
MORGAN SECURITIES LLC |
|
|
|
By: |
|
|
|
Name: |
|
|
Title: |
|
[Signature Page to Pricing Agreement]
SCHEDULE I
| |
Aggregate
Principal Amount of 2027 Notes to be Purchased | | |
Aggregate Principal Amount of
2029 Notes to be Purchased | | |
Aggregate Principal Amount of
2031 Notes to be Purchased | | |
Aggregate Principal Amount of
2034 Notes to be Purchased | |
Barclays Capital Inc. | |
$ | | | |
$ | | | |
$ | | | |
$ | | |
Citigroup Global Markets Inc. | |
$ | | | |
$ | | | |
$ | | | |
$ | | |
Deutsche Bank Securities Inc. | |
$ | | | |
$ | | | |
$ | | | |
$ | | |
J.P. Morgan Securities LLC | |
$ | | | |
$ | | | |
$ | | | |
$ | | |
BNP Paribas Securities Corp. | |
$ | | | |
$ | | | |
$ | | | |
$ | | |
SEB Securities, Inc. | |
$ | | | |
$ | | | |
$ | | | |
$ | | |
SG Americas Securities, LLC | |
$ | | | |
$ | | | |
$ | | | |
$ | | |
BofA Securities, Inc. | |
$ | | | |
$ | | | |
$ | | | |
$ | | |
Goldman Sachs & Co. LLC | |
$ | | | |
$ | | | |
$ | | | |
$ | | |
HSBC Securities (USA) Inc. | |
$ | | | |
$ | | | |
$ | | | |
$ | | |
Mizuho Securities USA LLC | |
$ | | | |
$ | | | |
$ | | | |
$ | | |
Morgan Stanley & Co. LLC | |
$ | | | |
$ | | | |
$ | | | |
$ | | |
Santander US Capital Markets LLC | |
$ | | | |
$ | | | |
$ | | | |
$ | | |
Blaylock Van, LLC | |
$ | | | |
$ | | | |
$ | | | |
$ | | |
Cabrera Capital Markets LLC | |
$ | | | |
$ | | | |
$ | | | |
$ | | |
C.L. King & Associates, Inc. | |
$ | | | |
$ | | | |
$ | | | |
$ | | |
Stern Brothers & Co. | |
$ | | | |
$ | | | |
$ | | | |
$ | | |
Total | |
$ | | | |
$ | | | |
$ | | | |
$ | | |
SCHEDULE II
Title of Designated Securities:
[___%] [Floating Rate] [Zero Coupon] [Notes] [Debentures]
due [ ]
Issuer:
AstraZeneca Finance LLC
Guarantor:
AstraZeneca PLC
Aggregate Principal Amount:
[$]
Price to Public:
% of the principal amount of the Designated Securities,
plus accrued interest from ____________ to __________
[and accrued amortization, if any, from __________ to _________________]
Purchase Price by Underwriters:
% of the principal amount of the Designated Securities,
plus accrued interest from ____________ to __________
[and accrued amortization, if any, from __________ to _________________]
Expenses:
Specified Funds for Payment of Purchase Price:
[New York] Clearing House funds
Indenture:
Indenture dated as of May 28, 2021, between the Issuer,
the Company and The Bank of New York Mellon
Maturity:
Interest Rate:
[___%] [Zero Coupon] [See Floating Rate Provisions]
Interest Payment Date:
[months and dates]
Redemption Provisions:
[No provisions for redemption]
[The Designated Securities may be redeemed, otherwise than
through the sinking fund, in whole or in part at the option of the Issuer, in the amount of [$]_________ or an integral multiple thereof,
[on or after __________, ____________ at the following redemption
prices (expressed in percentages of principal amount). If [redeemed on or before _______, ____ %, and if] redeemed during the 12- month
period beginning _____________,
and thereafter at 100% of their principal amount, together
in each case with accrued interest to the redemption date.]
[on any interest payment date falling in or after ______,
__, at the election of the Issuer, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of
redemption].
[Other possible redemption provisions, such as mandatory
redemption upon occurrence of certain events or redemption for changes in tax law]
[Restriction on refunding]
Sinking Fund Provisions:
[No sinking fund provisions]
[The Designated Securities are entitled to the benefit of
a sinking fund to retire [$]__________ principal amount of Designated Securities on ____________ in each of the years _____ through _____
at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the
Issuer to retire an additional [$]_________ principal amount of Designated Securities in the years _____ through _____ at 100% of their
principal amount plus accrued interest].
[If Securities are extendable debt Securities, insert ---]
Extendable Provisions:
Securities are repayable on ________, ___ [insert day and
years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be ___%, and
thereafter annual interest rate will be adjusted on __________, __ and ______, __ to a rate not less than ___% of the effective annual
interest rate on U.S. Treasury obligations with ____-year maturities as of the [insert date 15 days prior to maturity date] prior to
such [insert maturity date].]
[If Securities are Floating Rate debt Securities insert
---]
Floating Rate Provisions:
Initial annual interest rate will be ___% through ___[and
thereafter will be adjusted [monthly] [on each _________, _________, ________ and __________] [to an annual rate of ____% above the average
rate for ____-year [month] [securities] [certificates of deposit] issued by ________ and ________ [insert names of banks].] [and the
annual interest rate [thereafter] [from _________ through _________] will be the interest yield equivalent of the weekly average per
annum market discount rate for ____-month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) then currently
weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) then current interest yield equivalent
of the weekly average per annum market discount rate for ___-month Treasury bills); [from _________ and thereafter the rate will be the
then current interest yield equivalent plus ___% of Interest Differential].]
Defeasance Provisions:
Time of Delivery:
Closing Location for Delivery of Securities:
Names and Addresses of Representatives:
Designated Representatives:
Address for Notices, etc.:
[Other Terms]*
* A
description of particular tax, accounting or other unusual features (such as the addition of event risk language) of the Securities should
be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities
to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus
Supplement for the offering.
SCHEDULE III
Issuer Free Writing Prospectus:
(a) Issuer Free Writing Prospectus,
if any:
| 1. | [Final Term Sheet dated [●] containing the final terms of the
Designated Securities as set forth in Schedule V hereto] |
(b) Additional Documents Incorporated
by Reference, if any:
SCHEDULE IV
Pricing Disclosure Package:
SCHEDULE V
Final Term Sheet:
Exhibit 1.2
Execution Version
Pricing Agreement
Barclays Capital Inc.
745 Seventh Avenue
New York, NY 10019
Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
Deutsche Bank Securities Inc.
1 Columbus Circle
New York, NY 10019
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
|
As Representatives of the several |
|
|
Underwriters named in Schedule I hereto, |
Ladies and Gentlemen:
AstraZeneca Finance LLC (the “Issuer”)
proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement dated February 21, 2024 (the “Underwriting
Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Notes
specified in Schedule II hereto, guaranteed by AstraZeneca PLC, a company organized under the laws of England (the “Company,”
such guarantee, the “Guarantee” and together with the Notes, the “Designated Securities”). Each
of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part
of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties
set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and
warranty which refers to the Basic Prospectus, Pricing Disclosure Package or the Prospectus in Section 2 of the Underwriting Agreement
shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Basic Prospectus (as
defined therein) as amended or supplemented as of the date of the Underwriting Agreement and also a representation and warranty as of
the date of this Pricing Agreement in relation to the Basic Prospectus, Pricing Disclosure Package or the Prospectus, as amended or supplemented,
relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and
in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined
herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf
of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 14 of the Underwriting
Agreement and the address of the Representatives referred to in such Section 14 are set forth at the end of Schedule II hereto.
Schedule III sets forth each Issuer Free Writing Prospectus that is part of the Pricing Disclosure Package and any additional documents
incorporated by reference that were filed with the Commission subsequent to the Commission’s close of business on the business day
immediately prior to the date of the execution of this Pricing Agreement. Schedule IV sets forth all documents that the Issuer, the Company
and the Representatives agree are to be included in the Pricing Disclosure Package. The final term sheet prepared in accordance with Section 5(a) of
the Underwriting Agreement are attached hereto as Schedule V.
The “Applicable Time” means 4:30
p.m. New York time on the date hereof.
An amendment of the Registration Statement, or a
supplement to the Basic Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you
is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein
and in the Underwriting Agreement incorporated herein by reference, the Issuer agrees to issue and sell to each of the Underwriters, and
each of the Underwriters agrees, severally and not jointly, to purchase from the Issuer, at the time and place and at the purchase price
to the Underwriters set forth in Schedule II hereto, the aggregate principal amount of Designated Securities set forth opposite the name
of such Underwriter in Schedule I hereto.
All statements, requests, notices and agreements
hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail or e-mail transmission to (i) Barclays
Capital Inc., 745 Seventh Avenue, New York, NY 10019, Attn: Syndicate Registration, Email: xrasyndicateregistra@barclays.com, (ii) Citigroup
Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General Counsel, Email: TEG.NewYork@citi.com, (iii) Deutsche
Bank Securities Inc., 1 Columbus Circle, New York, NY 10019, Attention: Debt Capital Market Syndicate with a copy at the same address
to Attention: General Counsel, Email: dbcapmarkets.gcnotices@list.db.com, (iv) J.P. Morgan Securities LLC, 383 Madison Avenue, New
York, NY 10179, Attn: Investment Grade Syndicate Desk, Email: kiran.d.karia@jpmorgan.com; and if to the Issuer or the Company shall be
delivered or sent by mail or e-mail transmission to its address set forth in the Registration Statement and, in respect of the Issuer,
at its main office address at 1800 Concord Pike, Wilmington, Delaware 19850, Phone: +44-20-3749-5000, Email: aztbo@astrazeneca.com, Attention:
Company Secretary, or such other address as the Issuer or the Company shall notify in writing to the Representatives at their respective
foregoing addresses; provided, however, that any notice to an Underwriter of Designated Securities pursuant to Section 9(c) of
the Underwriting Agreement shall be delivered or sent by mail or e-mail transmission to such Underwriter at its address set forth in its
Underwriters’ Questionnaire, or e-mail constituting such Questionnaire, which address will be supplied to the Issuer and the Company
by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.
If the foregoing is in accordance with your understanding,
please sign and return to us counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter
and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute
a binding agreement between each of the Underwriters, the Issuer and the Company. It is understood that your acceptance of this letter
on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the
form of which shall be submitted to the Issuer and the Company for examination upon request, but without warranty on the part of the Representatives
as to the authority of the signers thereof.
[Signature Page to AZ Finance Pricing
Agreement]
|
Very truly yours, |
|
|
|
ASTRAZENECA FINANCE LLC |
|
|
|
By: |
/s/
David E. White |
|
|
Name: David E. White |
|
|
Title: President, Treasurer and Director |
[Signature Page to AZ Finance Pricing
Agreement]
|
Very truly yours, |
|
|
|
ASTRAZENECA PLC |
|
|
|
By: |
/s/
Jonathan Slade |
|
|
Name: Jonathan Slade |
|
|
Title: Group Treasurer |
[Signature Page to AZ Finance Pricing
Agreement]
Accepted as of the date hereof:
BARCLAYS CAPITAL INC.
By: |
/s/ Meghan Graper |
|
|
Name: Meghan Graper |
|
|
Title: MD, Global CO-Head of DCM Barclays |
|
[Signature Page to AZ Finance Pricing
Agreement]
Accepted as of the date hereof:
CITIGROUP GLOBAL MARKETS INC.
By: |
/s/ Adam Bordner |
|
|
Name: Adam D. Bordner |
|
|
Title: Managing Director |
|
[Signature Page to AZ Finance Pricing
Agreement]
Accepted as of the date hereof:
DEUTSCHE BANK SECURITIES INC.
By: |
/s/
Kevin Prior |
|
/s/ Timothy Azoia |
|
Name:
Kevin Prior |
|
Timothy
Azoia |
|
Title:
Director |
|
Managing Director |
[Signature Page to AZ Finance Pricing
Agreement]
Accepted as of the date hereof:
J.P. MORGAN SECURITIES LLC
By: |
/s/ Som Bhattacharyya |
|
|
Name: Som Bhattacharyya |
|
|
Title: Executive Director |
|
[Signature Page to AZ Finance Pricing
Agreement]
SCHEDULE I
| |
Aggregate
Principal
Amount of
2027 Notes to
be Purchased | |
Aggregate
Principal
Amount of
2029 Notes to
be Purchased | |
Aggregate
Principal
Amount of
2031 Notes to
be Purchased | |
Aggregate
Principal
Amount of
2034 Notes to
be Purchased | |
Barclays Capital Inc. | |
$ | 175,000,000 | |
$ | 175,000,000 | |
$ | 140,000,000 | |
$ | 210,000,000 | |
Citigroup Global Markets Inc. | |
$ | 175,000,000 | |
$ | 175,000,000 | |
$ | 140,000,000 | |
$ | 210,000,000 | |
Deutsche Bank Securities Inc. | |
$ | 175,000,000 | |
$ | 175,000,000 | |
$ | 140,000,000 | |
$ | 210,000,000 | |
J.P. Morgan Securities LLC | |
$ | 175,000,000 | |
$ | 175,000,000 | |
$ | 140,000,000 | |
$ | 210,000,000 | |
BNP Paribas Securities Corp. | |
$ | 87,500,000 | |
$ | 87,500,000 | |
$ | 70,000,000 | |
$ | 105,000,000 | |
SEB Securities, Inc. | |
$ | 87,500,000 | |
$ | 87,500,000 | |
$ | 70,000,000 | |
$ | 105,000,000 | |
SG Americas Securities, LLC | |
$ | 87,500,000 | |
$ | 87,500,000 | |
$ | 70,000,000 | |
$ | 105,000,000 | |
BofA Securities, Inc. | |
$ | 43,750,000 | |
$ | 43,750,000 | |
$ | 35,000,000 | |
$ | 52,500,000 | |
Goldman Sachs & Co. LLC | |
$ | 43,750,000 | |
$ | 43,750,000 | |
$ | 35,000,000 | |
$ | 52,500,000 | |
HSBC Securities (USA) Inc. | |
$ | 43,750,000 | |
$ | 43,750,000 | |
$ | 35,000,000 | |
$ | 52,500,000 | |
Mizuho Securities USA LLC | |
$ | 43,750,000 | |
$ | 43,750,000 | |
$ | 35,000,000 | |
$ | 52,500,000 | |
Morgan Stanley & Co. LLC | |
$ | 43,750,000 | |
$ | 43,750,000 | |
$ | 35,000,000 | |
$ | 52,500,000 | |
Santander US Capital Markets LLC | |
$ | 43,750,000 | |
$ | 43,750,000 | |
$ | 35,000,000 | |
$ | 52,500,000 | |
Blaylock Van, LLC | |
$ | 6,250,000 | |
$ | 6,250,000 | |
$ | 5,000,000 | |
$ | 7,500,000 | |
Cabrera Capital Markets LLC | |
$ | 6,250,000 | |
$ | 6,250,000 | |
$ | 5,000,000 | |
$ | 7,500,000 | |
C.L. King & Associates, Inc. | |
$ | 6,250,000 | |
$ | 6,250,000 | |
$ | 5,000,000 | |
$ | 7,500,000 | |
Stern Brothers & Co. | |
$ | 6,250,000 | |
$ | 6,250,000 | |
$ | 5,000,000 | |
$ | 7,500,000 | |
Total | |
$ | 1,250,000,000 | |
$ | 1,250,000,000 | |
$ | 1,000,000,000 | |
$ | 1,500,000,000 | |
SCHEDULE II
Title of Designated Securities:
$1,250,000,000 4.800% Fixed Rate Notes due 2027 (the “2027
Notes”).
$1,250,000,000 4.850% Fixed Rate Notes due 2029 (the “2029
Notes”).
$1,000,000,000 4.900% Fixed Rate Notes due 2031 (the “2031
Notes”).
$1,500,000,000 5.000% Fixed Rate Notes due 2034 (the “2034
Notes”).
The 2027 Notes, the 2029 Notes, 2031 and the 2034 Notes are collectively
referred to herein as the “Designated Securities” or “Notes”.
Issuer:
AstraZeneca Finance LLC
Guarantor:
AstraZeneca PLC
Specified Funds for Payment of Purchase Price:
New York Clearing House funds.
Indenture:
Indenture dated as of May 28, 2021, among the Issuer, the Guarantor
and The Bank of New York Mellon.
Sinking Fund Provisions:
No sinking fund provisions.
Defeasance Provisions:
The Designated Securities are entitled to full defeasance and discharge
under certain conditions as set forth in the Indenture.
Time of Delivery of the Designated Securities:
February 26,
2024.
Closing Location for Delivery of the Designated Securities:
The offices of Freshfields Bruckhaus Deringer US LLP, 3 World Trade
Center, 175 Greenwich Street, New York, New York 10007.
Address of the Company For Notice Purposes:
AstraZeneca PLC
1 Francis Crick Avenue
Cambridge Biomedical Campus
Cambridge CB2 0AA
England, United Kingdom
Attention: Company Secretary
Names and Addresses of the Representatives For Notice Purposes:
Barclays Capital Inc.
745 Seventh Avenue
New York, NY 10019
Attn: Syndicate Registration
Email: xrasyndicateregistra@barclays.com
Citigroup Global Markets Inc.
338 Greenwich Street
New York, New York 10013
Attention: General Counsel
Email: TEG.NewYork@citi.com
Deutsche Bank Securities Inc.
1 Columbus Circle
New York, NY 10019
Attention: Debt Capital Market Syndicate
With a copy at the same address to
Attention: General Counsel
Email: dbcapmarkets.gcnotices@list.db.com
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
Attn: Investment Grade Syndicate Desk
Email: kiran.d.karia@jpmorgan.com
Other Terms:
As set forth on Schedule V hereto.
SCHEDULE III
Issuer Free Writing Prospectus:
Final Term Sheet dated February 21, 2024 containing the final
terms of the Designated Securities as set forth in Schedule V hereto.
SCHEDULE IV
Pricing Disclosure Package:
Preliminary
Prospectus dated and filed with the Commission on February 21, 2024, together with the Issuer Free Writing Prospectus listed
on Schedule III hereto.
SCHEDULE V
AstraZeneca Finance LLC
$1,250,000,000
4.800% Notes due 2027
$1,250,000,000
4.850% Notes due 2029
$1,000,000,000
4.900% Notes due 2031
$1,500,000,000
5.000% Notes due 2034
Final Term Sheet
Issuer: |
AstraZeneca Finance LLC |
Guarantor: |
AstraZeneca PLC |
Trade Date: |
February 21, 2024 |
Settlement Date: |
February 26, 2024 (T+3) |
Expected Ratings: |
Moody’s: A2; S&P: A |
$1,250,000,000 4.800% Notes due 2027:
Security Type: |
Senior Notes |
Aggregate Principal Amount: |
$1,250,000,000 |
Maturity Date: |
February 26, 2027 |
Coupon: |
4.800% |
Benchmark Treasury: |
4.125% due February 15, 2027 |
Benchmark Treasury Price and Yield: |
99-04, 4.441% |
Spread to Benchmark Treasury: |
+42 basis points |
Yield to Maturity: |
4.861% |
Price to Public: |
99.832% of the Aggregate Principal Amount |
Interest Payment Dates: |
February 26 and August 26, commencing August 26, 2024 |
Gross Proceeds to Issuer: |
$1,247,900,000 |
Underwriting Discount: |
0.125% of the Aggregate Principal Amount |
Net Proceeds to Issuer (before expenses): |
$1,246,337,500 |
Redemption Provisions: |
|
Optional Redemption: |
At the option of the Issuer, from time to time, in whole or in part, as follows: (i) prior to January 26, 2027, at a redemption price equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date (assuming such Notes matured on January 26, 2027) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 10 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest on the Notes to be redeemed to the redemption date and (ii) on or after January 26, 2027, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued interest thereon to but excluding the date of redemption. |
Optional Tax Redemption: |
In the event of certain tax law changes and other limited circumstances relating to tax matters, in whole but not in part, at a price equal to 100% of the principal amount of the Notes to be redeemed plus accrued interest thereon to but excluding the redemption date. |
CUSIP: |
04636NAK9 |
ISIN: |
US04636NAK90 |
$1,250,000,000 4.850% Notes due 2029:
Security Type: |
Senior Notes |
Aggregate Principal Amount: |
$1,250,000,000 |
Maturity Date: |
February 26, 2029 |
Coupon: |
4.850% |
Benchmark Treasury: |
4.000% due January 31, 2029 |
Benchmark Treasury Price and Yield: |
98-21, 4.304% |
Spread to Benchmark Treasury: |
+57 basis points |
Yield to Maturity: |
4.874% |
Price to Public: |
99.895% of the Aggregate Principal Amount |
Interest Payment Dates: |
February 26 and August 26, commencing August 26, 2024 |
Gross Proceeds to Issuer: |
$1,248,687,500 |
Underwriting Discount: |
0.225% of the Aggregate Principal Amount |
Net Proceeds to Issuer (before expenses): |
$1,245,875,000 |
Redemption Provisions: |
|
Optional Redemption: |
At the option of the Issuer, from time to time, in whole or in part, as follows: (i) prior to January 26, 2029, at a redemption price equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date (assuming such Notes matured on January 26, 2029) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 10 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest on the Notes to be redeemed to the redemption date and (ii) on or after January 26, 2029, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued interest thereon to but excluding the date of redemption. |
Optional Tax Redemption: |
In the event of certain tax law changes and other limited circumstances relating to tax matters, in whole but not in part, at a price equal to 100% of the principal amount of the Notes to be redeemed plus accrued interest thereon to but excluding the redemption date. |
CUSIP: |
04636NAL7 |
ISIN: |
US04636NAL73 |
$1,000,000,000 4.900% Notes due 2031:
Security Type: |
Senior Notes |
Aggregate Principal Amount: |
$1,000,000,000 |
Maturity Date: |
February 26, 2031 |
Coupon: |
4.900% |
Benchmark Treasury: |
4.000% due January 31, 2031 |
Benchmark Treasury Price and Yield: |
98-00+, 4.334% |
Spread to Benchmark Treasury: |
+62 basis points |
Yield to Maturity: |
4.954% |
Price to Public: |
99.684% of the Aggregate Principal Amount |
Interest Payment Dates: |
February 26 and August 26, commencing August 26, 2024 |
Gross Proceeds to Issuer: |
$996,840,000 |
Underwriting Discount: |
0.275% of the Aggregate Principal Amount |
Net Proceeds to Issuer (before expenses): |
$994,090,000 |
Redemption Provisions: |
|
Optional Redemption: |
At the option of the Issuer, from time to time, in whole or in part, as follows: (i) prior to December 26, 2030, at a redemption price equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date (assuming such Notes matured on December 26, 2030) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 10 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest on the Notes to be redeemed to the redemption date and (ii) on or after December 26, 2030, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued interest thereon to but excluding the date of redemption. |
Optional Tax Redemption: |
In the event of certain tax law changes and other limited circumstances relating to tax matters, in whole but not in part, at a price equal to 100% of the principal amount of the Notes to be redeemed plus accrued interest thereon to but excluding the redemption date. |
CUSIP: |
04636NAM5 |
ISIN: |
US04636NAM56 |
$1,500,000,000 5.000% Notes due 2034:
Security Type: |
Senior Notes |
Aggregate Principal Amount: |
$1,500,000,000 |
Maturity Date: |
February 26, 2034 |
Coupon: |
5.000% |
Benchmark Treasury: |
4.000% due February 15, 2034 |
Benchmark Treasury Price and Yield: |
97-12, 4.327% |
Spread to Benchmark Treasury: |
+72 basis points |
Yield to Maturity: |
5.047% |
Price to Public: |
99.634% of the Aggregate Principal Amount |
Interest Payment Dates: |
February 26 and August 26, commencing August 26, 2024 |
Gross Proceeds to Issuer: |
$1,494,510,000 |
Underwriting Discount: |
0.325% of the Aggregate Principal Amount |
Net Proceeds to Issuer (before expenses): |
$1,489,635,000 |
Redemption Provisions: |
|
Optional Redemption: |
At the option of the Issuer, from time to time, in whole or in part, as follows: (i) prior to November 26, 2033, at a redemption price equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date (assuming such Notes matured on November 26, 2033) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest on the Notes to be redeemed to the redemption date and (ii) on or after November 26, 2033, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued interest thereon to but excluding the date of redemption. |
Optional Tax Redemption: |
In the event of certain tax law changes and other limited circumstances relating to tax matters, in whole but not in part, at a price equal to 100% of the principal amount of the Notes to be redeemed plus accrued interest thereon to but excluding the redemption date. |
CUSIP: |
04636NAN3 |
ISIN: |
US04636NAN30 |
Joint Book-Running Managers: |
Barclays Capital Inc.
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities LLC
BNP Paribas Securities Corp.
SEB Securities, Inc.
SG Americas Securities, LLC
|
Co-Managers:
|
BofA Securities, Inc.
Goldman Sachs & Co. LLC
HSBC Securities (USA) Inc.
Mizuho Securities USA LLC
Morgan Stanley & Co. LLC
Santander US Capital Markets LLC
Blaylock Van, LLC
Cabrera Capital Markets LLC
C.L. King & Associates, Inc.
Stern Brothers & Co. |
*****
No EEA or UK PRIIPs key information document (KID) has been prepared
as the Notes are not available to retail in the EEA or the UK.
Note: A securities rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time.
The Issuer has filed a registration statement (including a prospectus
supplement and accompanying prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should
read the prospectus in that registration statement, the preliminary prospectus supplement and other documents incorporated by reference
therein that the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents
for free by visiting EDGAR on the SEC Website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in
the offering will arrange to send you the prospectus if you request it from Barclays Capital Inc. by telephone at +1-888-603-5847; Citigroup
Global Markets Inc. by telephone at +1-800-831-9146; Deutsche Bank Securities Inc. toll-free at +1-800-503-4611; or J.P. Morgan Securities
LLC collect at +1-212-834-4533.
It is expected that delivery of the notes will be made against payment
on or about the Settlement Date, which will be the third business day following the Trade Date of the notes (such settlement being referred
to as “T+3”). Trades in the secondary market are required to settle in two business days, unless the parties to any such trade
expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the delivery of the notes hereunder may be required,
by virtue of the fact that the notes will initially settle in T+3, to specify an alternate settlement arrangement at the time of any such
trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should
consult their advisors.
Any disclaimer or other notice that may appear below is not applicable
to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication
being sent by Bloomberg or another email system.
Exhibit 4.1
ASTRAZENECA FINANCE
LLC
OFFICERS’
CERTIFICATE
In
connection with the issuance of the U.S.$1,250,000,000 4.800% Fixed Rate Notes due 2027 (the “2027 Notes”), the U.S.$1,250,000,000
4.850% Fixed Rate Notes due 2029 (the “2029 Notes”), the U.S.$1,000,000,000 4.900% Fixed Rate Notes due 2031 (the
“2031 Notes”) and the U.S.$1,500,000,000 5.000% Fixed Rate Notes due 2034 (the
“2034 Notes” and, together with the 2027 Notes, the 2029 Notes and the 2031 Notes, the “Notes”
or the “Securities”) of AstraZeneca Finance LLC (the “Issuer”), in each case guaranteed by AstraZeneca
PLC (the “Guarantor”), pursuant to the Indenture, dated as of May 28, 2021 (the “Indenture”),
among the Issuer, the Guarantor and The Bank of New York Mellon as Trustee (section references herein being to the Indenture), and pursuant
to the authorization of the Board of Directors of the Issuer by unanimous written consent dated February 16, 2024, the undersigned
hereby confirms that, to the extent not otherwise provided for in the Indenture, the following forms, terms and conditions of the Notes
were established as required pursuant to Section 2.01 and Section 2.08 of the Indenture and comply with the Indenture:
Title of Notes |
4.800% Notes due 2027 |
|
4.850% Notes due 2029 |
|
4.900% Notes due 2031 |
|
5.000% Notes due 2034 |
Initial Aggregate
Principal Amount |
2027
Notes: U.S.$1,250,000,000 |
of Notes |
2029
Notes: U.S.$1,250,000,000 |
|
2031
Notes: U.S.$1,000,000,000 |
|
2034
Notes: U.S.$1,500,000,000 |
|
|
Price to Public |
2027
Notes: 99.832% of the Principal Amount per 2027 Note, plus accrued interest, if any,
from February 26, 2024 |
|
|
|
2029
Notes: 99.895% of the Principal Amount per 2029 Note, plus accrued interest, if any,
from February 26, 2024 |
|
|
|
2031
Notes: 99.684% of the Principal Amount per 2031 Note, plus accrued interest, if any,
from February 26, 2024 |
|
|
|
2034
Notes: 99.634% of the Principal Amount per 2034 Note, plus accrued interest, if any,
from February 26, 2024 |
|
|
Issue Date |
2027
Notes: February 26, 2024 |
|
2029
Notes: February 26, 2024
2031 Notes: February 26, 2024
2034 Notes: February 26,
2024
|
|
|
Form of Notes |
The
Notes will be issued in the form of global notes that will be deposited with The Depository
Trust Company, New York, New York (“DTC”) on the closing date. Eleven
global notes will be issued to DTC, which will be executed and delivered in substantially
the form of Notes set forth in Exhibits A, B, C and D. In certain circumstances described
in the Indenture, Notes may be issued in definitive form. |
Maturity |
2027
Notes: February 26, 2027
2029 Notes: February 26,
2029
2031 Notes: February 26 , 2031
2034 Notes:
February 26 , 2034
|
|
|
Guarantee | The Notes are fully and unconditionally guaranteed
by the Guarantor. The Guarantee is an unsubordinated and unsecured obligation of the Guarantor and
ranks equally in right of payment with all of the Guarantor’s other unsecured and unsubordinated
indebtedness. The terms of the Guarantee are set forth in the Indenture and in the Guarantee attached
to the Notes. |
| |
Interest Rate | 2027 Notes:
4.800% per annum, accruing from February 26, 2024 |
| 2029
Notes: 4.850% per annum, accruing from February 26, 2024 |
| 2031
Notes: 4.900% per annum, accruing from February 26, 2024 |
| 2034
Notes: 5.000% per annum, accruing from February 26, 2024 |
Interest Periods | The first interest period for the Notes will be the period from and including
the original issue date to, but excluding, the first Interest Payment Date (as defined below). Thereafter, the
interest periods for the Notes will be the periods from and including the Interest Payment Dates to, but excluding,
the immediately succeeding Interest Payment Date (together with the first interest period, each an “Interest
Period”). The final Interest Period will be the period from and including the Interest Payment Date
immediately preceding the maturity date or the redemption date to, but excluding, the maturity date or the redemption
date. |
| |
Interest Payment Dates | Interest on the 2027 Notes shall be payable semi-annually in arrears on February 26
and August 26 of each year, commencing August 26, 2024 (each, a “2027 Interest Payment Date”). |
| |
| Interest on the 2029
Notes shall be payable semi-annually in arrears on February 26 and August 26 of each year, commencing August 26,
2024 (each, a “2029 Interest Payment Date”). |
| |
| Interest on the 2031 Notes shall be payable semi-annually in arrears on February 26
and August 26 of each year, commencing August 26, 2024 (each, a “2031 Interest Payment Date”). |
| |
| Interest on the 2034 Notes shall be payable semi-annually in arrears on February 26
and August 26 of each year, commencing August 26, 2024 (each, a “2034 Interest Payment Date”
and, together with each 2027 Interest Payment Date, each 2029 Interest Payment Date and each 2031 Interest Payment Date,
each an “Interest Payment Date”). |
| Notwithstanding the above, if an Interest Payment
Date would fall on a day that is not a Business Day (as defined below), the Interest Payment Date
will be postponed to the next succeeding day that is a Business Day, but no additional interest shall
be paid unless the issuer fails to make payment on such date (and such adjustment shall not affect
the determination of any Interest Period). |
Record Dates for Interest |
On each Interest Payment Date, interest shall be paid to the holder in whose name
the Notes are registered at the close of business on the 15th calendar day preceding each Interest Payment Date, whether or not such
day is a Business Day. However, interest to be paid on the maturity date will be payable to the person to whom the principal will be
payable on such date. |
Business Day |
Any day which is not, in London, England or New York, New York, or the place of
payment of amounts payable in respect of the Notes, a Saturday, a Sunday, a legal holiday or a day on which banking institutions are
authorized or obligated by law, regulation or executive order to close. |
Trustee |
The Bank of New York Mellon |
Place of Payment, Registration of Transfer and Exchange, Paying Agent and Security Registrar |
The Bank of New York Mellon |
240 Greenwich Street |
New York, NY 10286 |
United States |
|
|
Notice and Demands to Issuer |
AstraZeneca Finance LLC |
|
1209 Orange Street |
|
Wilmington, Delaware 19801 |
|
United States of America |
|
|
|
With a copy to: |
|
|
|
AstraZeneca PLC |
|
1 Francis Crick Avenue |
|
Cambridge Biomedical Campus |
|
Cambridge CB2 OAA |
|
England, United Kingdom |
|
Attn: The Company Secretary |
Redemption Provisions:
Optional Tax Redemption |
Optional, in whole but not in part, at the option of the Issuer, at any time in
accordance with the terms set forth in the relevant form of Notes set forth in Exhibits A, B, C and D hereto. |
Optional Redemption |
The Issuer may redeem any of the Notes in whole or in part, from time to time,
(i) prior to the relevant Par Call Date (as set forth below), at a redemption price equal to the greater of (1) (a) the
sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the relevant redemption
date (assuming the relevant Notes matured on the Par Call Date) on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined in the relevant form of Notes set forth in Exhibits A, B, C and D hereto) plus the
Make-Whole Spread (as set forth below) less (b) interest accrued to the relevant date of redemption, and (2) 100% of the
principal amount of the relevant Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the relevant redemption
date and (ii) on or after the applicable Par Call Date, at a redemption price equal to 100% of the principal amount of the relevant
Notes to be redeemed, plus, in each case, accrued interest thereon to but excluding the relevant date of redemption. |
|
“Make-Whole Spread” means with respect to (i) the 2027 Notes, 10 basis points, (ii) the 2029 Notes, 10 basis points, (iii) the 2031 Notes, 10 basis points and (iv) the 2034 Notes, 15 basis points. |
|
“Par Call Date” means, with respect to (i) the 2027 Notes, January 26, 2027, (ii) the 2029 Notes, January 26, 2029 (iii) the 2031 Notes, December 26, 2030 and (iv) the 2034 Notes, November 26, 2033. |
Redemption Notices |
Notice of any redemption will be given to DTC at least 10 days but not more than
60 days prior to the redemption date unless otherwise stated herein. Unless the Issuer defaults in payment of the redemption price,
on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption. |
|
Any redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent
and, at the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions precedent included
at the Issuer’s discretion shall be satisfied (or waived by the Issuer) (even if more than 60 days after the giving of notice of
redemption) or the redemption date may not occur and such notice may be rescinded if all such conditions precedent included at the Issuer’s
discretion shall not have been satisfied (or waived by the Issuer). |
|
The Issuer will notify the Trustee of the redemption price of any series of Notes to be redeemed promptly
after the calculation thereof, and the Trustee shall have no responsibility for any calculation or determination in respect of the redemption
price of any Notes, or any component thereof, and shall be entitled to receive, and fully-protected in relying upon, an Officers’
Certificate from the Issuer that states such redemption price. |
Defeasance and Discharge of the Notes (Section 9.03) |
Applicable. |
Further Issuances |
The Issuer may, at its option, at any time and without the consent of the then
existing Holders, reopen any series of Notes and issue additional Notes in one or more transactions after the date of the Prospectus
Supplement (as defined below) with terms (other than the issuance date and, possibly, first Interest Payment Date, original interest
accrual date and issue price) identical to the original series of Notes. These additional Notes will be deemed to have been part of
the applicable original series of Notes and will provide the Holders of these additional Notes the right to vote together with Holders
of the applicable original series of Notes; provided, however, that if these additional Notes are not fungible with the applicable
original series of Notes for U.S. federal income tax purposes, these additional Notes will have a different CUSIP or other identifying
number. |
Additional Amounts |
Pursuant to the relevant form of Notes set forth in Exhibits A, B, C and D hereto,
the Issuer may, subject to certain exceptions, be obligated to pay additional amounts. |
Electronic Execution |
The words “execution,” “signed,” “signature,”
“delivery,” and words of like import in or relating to the Indenture or any document to be signed in connection with the
Indenture (including the certificate of authentication, certificate of the Trustee and the Securities (as defined in the Indenture))
shall be deemed to include electronic signatures (e.g., by DocuSign or Adobe Sign), deliveries or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery
thereof or the use of a paper- based recordkeeping system, as the case may be, and the parties hereto and thereto consent to conduct
the transactions contemplated hereunder by electronic means. |
Other Terms of the Notes |
The other terms of the Notes shall
be substantially as set forth in the Indenture, the relevant form of Notes attached hereto as Exhibits A, B, C and D, the Prospectus
dated May 24, 2021 (the “Prospectus”) relating to the Notes and the Prospectus Supplement dated February 21,
2024 relating to the Notes (the “Prospectus Supplement”). |
Each of the undersigned hereby certifies
that:
1. He
or she has read the provisions of the Indenture setting forth covenants and conditions to the Trustee’s execution of the Indenture
and authentication and delivery of the Securities and the definitions in the Indenture relating thereto.
2. He
or she has examined the resolutions of the Board of Directors of the Issuer adopted prior to the date hereof relating to the execution
of the Indenture and the authorization, issuance, authentication and delivery of the Securities, such other corporate records of the
Issuer, as applicable, and such other documents deemed necessary as a basis for the opinion hereinafter expressed.
3. In
his or her opinion, such examination is sufficient to enable him or her to express an informed opinion as to whether or not the covenants
and conditions referred to above have been complied with.
4. He
or she is of the opinion that the covenants and conditions referred to above have been complied with.
IN WITNESS WHEREOF, each of the undersigned
has hereunto signed his or her name.
Dated:
February 26, 2024
|
|
|
/s/ David E. White |
|
Name: David E. White |
|
Title: President, Treasurer and Director |
|
|
|
/s/ Richard J. Kenny |
|
Name: Richard J. Kenny |
|
Title: Secretary |
[Signature
Page - Officers' Certificate Pursuant to the Indenture]
Exhibit A
THIS SECURITY
IS A GLOBAL REGISTERED SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF
THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
ASTRAZENECA
FINANCE LLC
4.800%
Notes due 2027
FULLY AND UNCONDITIONALLY
GUARANTEED BY
ASTRAZENECA PLC
CUSIP
No. 04636NAK9
ISIN No. US04636NAK90
ASTRAZENECA
FINANCE LLC, a Delaware limited liability company (herein called the “Issuer”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of Five Hundred Million United States Dollars on February 26, 2027 and to
pay interest thereon from and including February 26, 2024 or from the most recent Interest Payment Date (as defined below) to which
interest has been paid or duly provided for, semiannually in arrears on February 26 and August 26 in each year, commencing
August 26, 2024 (each, an “Interest Payment Date”), at the rate of 4.800% per annum, to, but excluding, the
date on which the principal hereof is paid or made available for payment. Interest will be calculated on the basis of a 360-day year
and twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided
in such Indenture (as defined below), be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date (as defined below) for such interest which shall be the 15th calendar
day preceding such Interest Payment Date (whether or not such day is a Business Day (as defined below)), as the case may be. Any such
interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business
on a subsequent record date (the “Special Record Date”) for the payment of such defaulted interest to be fixed by
the Trustee (which shall not be less than five Business Days prior to the date of payment of such defaulted interest), notice whereof
shall be given to Holders of Securities of this series not less than 15 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may
be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest to be paid
on the maturity date will be payable to the person to whom the principal will be payable on such date.
Payment
of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Issuer maintained
for that purpose in New York City, in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts; provided, however, that at the option of the Issuer payment of interest may be
made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.
Reference
is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless
the certificate of authentication hereon has been executed by the Trustee by manual or pdf or other electronic image scan signature of
the Trustee created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign) of an authorized signatory,
this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF,
the Issuer has caused this instrument to be duly executed.
Dated: February 26, 2024
| By: | /s/
David E. White |
| | Name: David E. White |
| | Title: President, Treasurer and Director |
| By: | /s/
Kevin Durning |
| | Name: Kevin Durning |
| | Title: Assistant Treasurer and Director |
[Signature
Page — Global Note]
This
is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.
Dated: February 26,
2024
|
THE BANK OF NEW YORK MELLON, as Trustee |
|
By: | /s/ Stacey B.
Poindexter |
|
| Stacey B. Poindexter |
|
Title: | Vice President |
[Signature
Page — Global Note]
GUARANTY
For
value received, AstraZeneca PLC, an English public limited company (the “Guarantor,” which term includes any Person
as a successor Guarantor under the Indenture referred to in the Security upon which this Guaranty is endorsed), hereby fully and unconditionally
guarantees to the Holder of the Security upon which this Guaranty is endorsed and to the Trustee on behalf of each such Holder the due
and punctual payment of the principal of, interest on and any additional amounts payable in respect of such Security and the due and
punctual payment of the sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable,
whether on the stated maturity date, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof
and of the Indenture referred to therein. In case of the failure of AstraZeneca Finance LLC, a limited liability company organized under
the laws of the State of Delaware (the “Issuer,” which term includes any successor Person under such Indenture), to
punctually make any such payment of principal, interest or additional amounts or any such sinking fund or analogous payment, the Guarantor
hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the stated
maturity date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer. The
indebtedness evidenced by this Guaranty ranks equally and pari passu with all other unsecured and unsubordinated indebtedness
of the Guarantor.
The
Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected
by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such
Security or such Indenture, or any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of such
Security or the Trustee or any other circumstance that may otherwise constitute a legal or equitable discharge of a guarantor. The Guarantor
hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the
Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to such Security or the indebtedness
evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and
covenants that this Guaranty will not be discharged except by payment in full of the principal of, interest on and additional amounts
payable in respect of such Security. This Guaranty is a guarantee of payment and not of collection.
The
Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Issuer in respect of any amounts
paid to such Holder by the Guarantor pursuant to the provisions of this Guaranty; provided, however, that the Guarantor shall not be
entitled to enforce, or to receive any payments arising out of or based upon such right of subrogation until the principal of, interest
on and additional amounts payable in respect of all Securities of the same series issued under such Indenture shall have been paid in
full.
By
executing this Guaranty, the Guarantor becomes subject to all of the provisions contained in the Indenture applicable to the Guarantor,
including without limitation the provisions of Article XII (“Guaranty”).
No
reference herein to such Indenture and no provision of such Indenture shall alter or impair the guarantees of the Guarantor, which are
absolute and unconditional, of the due and punctual payment of the principal of, interest on and additional amounts payable in respect
of, and any sinking fund or analogous payments with respect to, the Security upon which this Guaranty is endorsed. This Guaranty shall
not be valid or obligatory for any purpose until the certificate of authentication of such Security shall have been manually executed
by or on behalf of the Trustee under such Indenture. All terms used in this Guaranty that are defined in such Indenture shall have the
meanings assigned to them in such Indenture. This Guaranty shall be governed by and construed in accordance with the laws of the State
of New York.
IN
WITNESS whereof, the Guarantor has caused this Guaranty to be duly executed this 26th day of February,
2024.
| By: | /s/
Jonathan Slade |
| | Name: Jonathan Slade |
| | Title: Group Treasurer |
| By: | /s/
Matthew Bowden |
| | Name: Matthew Bowden |
| | Title: Deputy Company Secretary |
[Signature
Page — Guaranty of AZ Finance Notes]
This
Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and
to be issued in one or more series under an Indenture, dated as of May 28, 2021 (herein called the “Indenture”
which term shall have the meaning assigned to it in such instrument), among the Issuer, AstraZeneca PLC, as Guarantor, and The Bank of
New York Mellon, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture),
and reference is hereby made to the Indenture and to the Officers’ Certificate delivered pursuant to Section 2.08 of the
Indenture with respect to this Security for a statement of the respective rights, limitations of rights, duties and immunities thereunder
of the Issuer, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated
and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to U.S.$1,250,000,000.
The
Securities of this series are subject to redemption, as a whole or in part, from time to time, at the election of the Issuer, upon not
less than 10 nor more than 60 days’ notice, as follows:
(i) Prior
to January 26, 2029 (1 month prior to the maturity date) (the “Par Call Date”),
at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
| (1) | (a) the
sum of the present values of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date (assuming the Securities matured on the Par Call Date)
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 10 basis points less (b) interest
accrued to the date of redemption, and |
| (2) | 100% of the principal amount of the Securities
to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption
date. |
(ii) On
or after the Par Call Date, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued
and unpaid interest thereon to the redemption date.
“Treasury
Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.
The
Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government
securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption
date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release
published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15”
(or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury
constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Issuer shall select,
as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to
the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal
to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than
and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate
to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal
places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield
for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury
constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable,
of such Treasury constant maturity from the redemption date.
If
on the third business day preceding the redemption date H.15 or any successor designation or publication is no longer published, the
Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m.,
New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or
with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the
Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date,
one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select
the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury
securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence,
the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading
closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York
City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the
applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of
principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The
Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent
manifest error.
The
Indenture contains provisions to the effect that, in the event of certain tax law changes and other limited circumstances relating to
tax matters, the Issuer may redeem all, but not less than all, of the Securities of this series, upon not less than 10 nor more than
60 days’ notice, at a price equal to 100% of the principal amount of the Securities plus accrued interest thereon to, but excluding,
the date of redemption, which provisions apply to this Security.
The
Issuer will give notice of any redemption it proposes to make to DTC at least 10 days, but no more than 60 days, before the applicable
redemption date, unless provided otherwise. Any redemption or notice may, at the Issuer’s discretion, be subject to one or more
conditions precedent and, at the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions
precedent included at the Issuer’s discretion shall be satisfied (or waived by the Issuer) (even if more than 60 days after the
giving of notice of redemption) or the redemption date may not occur and such notice may be rescinded if all such conditions precedent
included at the Issuer’s discretion shall not have been satisfied (or waived by the Issuer).
In
the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
The
Indenture contains provisions for defeasance at any time of the entire indebtedness on this Security upon compliance by the Issuer with
certain conditions set forth thereon, which provisions apply to this Security.
If
an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect provided in the Indenture.
The
Issuer may, at its option, at any time and without the consent of the Holders, reopen the Securities of this series and issue additional
Securities in one or more transactions with terms (other than the issuance date and, possibly, first Interest Payment Date, original
interest accrual date and issue price) identical to the Securities of this series. These additional Securities will be deemed to have
been part of the Securities of this series and will provide the Holders of these additional Securities the right to vote together with
Holders of the Securities of this series; provided, however, that if these additional Securities are not fungible with the Securities
of this series for U.S. federal income tax purposes, these additional Securities will have a different CUSIP or other identifying number.
Any
amounts to be paid by the Issuer or the Guarantor under this Security will be paid without deduction or withholding for any and all present
and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account
of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision or taxing authority thereof
or therein, unless such withholding or deduction is required by law. The Relevant Taxing Jurisdiction for the Guarantor is the jurisdiction
in which it is resident for tax purposes (presently, the United Kingdom) and for the Issuer is the United States. If any deduction or
withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected
by or for the account of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision
or taxing authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing
authority) in respect of any amounts to be paid by the Issuer or the Guarantor under this Security, the Issuer or the Guarantor, as applicable,
will (subject to compliance by the Holder with any administrative requirements) pay such additional amounts (“Additional
Amounts”) as may be necessary in order that the net amounts paid to the Holder after such deduction or withholding, shall be
not less than the amounts to which the Holder was entitled had no such withholding or deduction been required; provided, however, that
neither the Issuer nor the Guarantor shall be required to make any payment of Additional Amounts for or on account of:
(i) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the fact that the Holder (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such
Holder, if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is
or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically
present in, the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or
has had some connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other
than the holding or ownership of this Security or the collection of principal, premium or interest, if any, on, or the enforcement of,
this Security;
(ii) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the fact that, where presentation is required, this Security was presented more than 30 days after the date on which such payment
became due or was provided for, whichever is later;
(iii) any
estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;
(iv) any
present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments
on or in respect of this Security;
(v) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the failure of the Holder or beneficial owner of this Security to comply with any certification, identification or other reporting
requirements concerning the Holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant
Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute,
regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein
as a condition to relief or exemption from such tax, levy, impost or other governmental charge;
(vi) any
present or future tax, levy, impost or other governmental charge which the Holder would have been able to avoid by authorizing the paying
agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested
by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom;
(vii) any
present or future tax, levy, impost or other governmental charge which is required by Sections 1471 through 1474 (“FATCA”)
of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future U.S. Treasury regulations or
rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA
(an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA,
or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA;
(viii) any
present or future tax, levy, impost or other governmental charge which is imposed or withheld because the Holder of the Security is (1) considered
a 10% shareholder (within the meaning of Sections 871(h)(3) or 881(c)(3) of the Code) of the issuer of the Security or (2) a
controlled foreign corporation related (within the meaning of Section 864(d)(4) of the Code) to the issuer of the Security;
(ix) any
present or future tax, levy, impost or other governmental charge which is imposed because the Holder (1) is a bank purchasing this
Security in the ordinary course of its lending business or (2) is a bank that is neither (A) buying this Security for investment
purposes only nor (B) buying this Security for resale to a third party that either is not a bank or will hold the Security for
investment purposes only;
(x) any
present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment
under or with respect to this Security to any Holder of this Security that is a fiduciary, partnership or a person other than the sole
beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that
partnership or beneficial owner would not have been entitled to the Additional Amounts or would not have been subject to such tax, levy,
impost or charge had that beneficiary, settlor, member or beneficial owner been the actual Holder of this Security; or
(xi) any
combination of the exceptions listed above in (i) through (x) above,
nor
shall Additional Amounts be paid in the event that the obligation to pay Additional Amounts is the result of the issuance of a Security
in definitive form to a Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and
at the time payment is made Securities in definitive form have not been issued in exchange for the entire principal amount of the Predecessor
Securities.
The
Issuer and the Guarantor will remit the full amount of any taxes withheld to the applicable taxing authorities in accordance with the
applicable law. The Issuer and the Guarantor will also provide the Trustee with documentation satisfactory to the Trustee evidencing
the payment of any taxes in respect of which the Issuer and the Guarantor have paid Additional Amounts. The Issuer and the Guarantor
will provide copies of such documentation to the Holder of this Security upon request.
Any
reference in the Indenture or this Security to principal, premium or interest in respect of this Security will be deemed also to refer
to any Additional Amounts that may be payable with respect to such principal, premium or interest under the obligations referred to herein.
The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Issuer and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at
any time by the Issuer, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities
at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages
in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series
to waive compliance by the Issuer and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As
set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute
any proceeding with respect to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously given
to the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series shall have made written request, and offered indemnity and/or
security satisfactory to the Trustee, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received
from the Holders of a majority in principal of the Outstanding Securities of this series a direction inconsistent with such request and
shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to
a suit instituted by the Holder hereof for the enforcement of payment of the principal (and premium, if any) or any interest on this
Security on or after the respective due dates expressed herein.
No
reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed or to convert this Security as provided in the Indenture.
The
Securities of this series are issuable only in registered form without coupons in denominations of U.S.$2,000 and integral multiples
of U.S.$1,000 in excess thereof.
No
service charge shall be made for any registration of transfer or exchange, but the Issuer or the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior
to due presentation of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither of the Issuer nor the Trustee nor any such agent shall be affected by notice to the contrary.
This
Security shall be governed by and construed in accordance with the laws of the State of New York.
Unless
otherwise defined herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them
in the Indenture.
SCHEDULE OF PRINCIPAL
AMOUNT
The initial principal
amount of this Security shall be U.S.$500,000,000. The following decreases/increases in the principal amount of this Security have been
made:
Date
of
Decrease/
Increase |
|
Decrease
in
Principal
Amount |
|
Increase
in
Principal
Amount |
|
Total
Principal
Amount
Following such
Decrease/Increase |
|
Notation
Made
by or on
Behalf of
Trustee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THIS SECURITY
IS A GLOBAL REGISTERED SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF
THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
ASTRAZENECA
FINANCE LLC
4.800%
Notes due 2027
FULLY AND UNCONDITIONALLY
GUARANTEED BY
ASTRAZENECA PLC
CUSIP
No. 04636NAK9
ISIN No. US04636NAK90
ASTRAZENECA
FINANCE LLC, a Delaware limited liability company (herein called the “Issuer”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of Five Hundred Million United States Dollars on February 26, 2027 and to
pay interest thereon from and including February 26, 2024 or from the most recent Interest Payment Date (as defined below) to which
interest has been paid or duly provided for, semiannually in arrears on February 26 and August 26 in each year, commencing
August 26, 2024 (each, an “Interest Payment Date”), at the rate of 4.800% per annum, to, but excluding, the
date on which the principal hereof is paid or made available for payment. Interest will be calculated on the basis of a 360-day year
and twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided
in such Indenture (as defined below), be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date (as defined below) for such interest which shall be the 15th calendar
day preceding such Interest Payment Date (whether or not such day is a Business Day (as defined below)), as the case may be. Any such
interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business
on a subsequent record date (the “Special Record Date”) for the payment of such defaulted interest to be fixed by
the Trustee (which shall not be less than five Business Days prior to the date of payment of such defaulted interest), notice whereof
shall be given to Holders of Securities of this series not less than 15 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may
be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest to be paid
on the maturity date will be payable to the person to whom the principal will be payable on such date.
Payment
of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Issuer maintained
for that purpose in New York City, in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts; provided, however, that at the option of the Issuer payment of interest may be
made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.
Reference
is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless
the certificate of authentication hereon has been executed by the Trustee by manual or pdf or other electronic image scan signature of
the Trustee created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign) of an authorized signatory,
this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF,
the Issuer has caused this instrument to be duly executed.
Dated: February 26, 2024
| By: | /s/
David E. White |
| | Name: David E. White |
| | Title: President, Treasurer
and Director |
| By: | /s/
Kevin Durning |
| | Name: Kevin Durning |
| | Title: Assistant Treasurer
and Director |
[Signature
Page — Global Note]
This
is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.
Dated: February 26,
2024
|
THE BANK OF NEW YORK MELLON, as Trustee |
| By: | /s/
Stacey B. Poindexter |
| | Stacey B. Poindexter |
| Title: | Vice President |
[Signature
Page — Global Note]
GUARANTY
For
value received, AstraZeneca PLC, an English public limited company (the “Guarantor,” which term includes any Person
as a successor Guarantor under the Indenture referred to in the Security upon which this Guaranty is endorsed), hereby fully and unconditionally
guarantees to the Holder of the Security upon which this Guaranty is endorsed and to the Trustee on behalf of each such Holder the due
and punctual payment of the principal of, interest on and any additional amounts payable in respect of such Security and the due and
punctual payment of the sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable,
whether on the stated maturity date, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof
and of the Indenture referred to therein. In case of the failure of AstraZeneca Finance LLC, a limited liability company organized under
the laws of the State of Delaware (the “Issuer,” which term includes any successor Person under such Indenture), to
punctually make any such payment of principal, interest or additional amounts or any such sinking fund or analogous payment, the Guarantor
hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the stated
maturity date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer. The
indebtedness evidenced by this Guaranty ranks equally and pari passu with all other unsecured and unsubordinated indebtedness
of the Guarantor.
The
Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected
by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such
Security or such Indenture, or any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of such
Security or the Trustee or any other circumstance that may otherwise constitute a legal or equitable discharge of a guarantor. The Guarantor
hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the
Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to such Security or the indebtedness
evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and
covenants that this Guaranty will not be discharged except by payment in full of the principal of, interest on and additional amounts
payable in respect of such Security. This Guaranty is a guarantee of payment and not of collection.
The
Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Issuer in respect of any amounts
paid to such Holder by the Guarantor pursuant to the provisions of this Guaranty; provided, however, that the Guarantor shall not be
entitled to enforce, or to receive any payments arising out of or based upon such right of subrogation until the principal of, interest
on and additional amounts payable in respect of all Securities of the same series issued under such Indenture shall have been paid in
full.
By
executing this Guaranty, the Guarantor becomes subject to all of the provisions contained in the Indenture applicable to the Guarantor,
including without limitation the provisions of Article XII (“Guaranty”).
No
reference herein to such Indenture and no provision of such Indenture shall alter or impair the guarantees of the Guarantor, which are
absolute and unconditional, of the due and punctual payment of the principal of, interest on and additional amounts payable in respect
of, and any sinking fund or analogous payments with respect to, the Security upon which this Guaranty is endorsed. This Guaranty shall
not be valid or obligatory for any purpose until the certificate of authentication of such Security shall have been manually executed
by or on behalf of the Trustee under such Indenture. All terms used in this Guaranty that are defined in such Indenture shall have the
meanings assigned to them in such Indenture. This Guaranty shall be governed by and construed in accordance with the laws of the State
of New York.
IN
WITNESS whereof, the Guarantor has caused this Guaranty to be duly executed this 26th day of February,
2024.
| By: | /s/
Jonathan Slade |
| | Name: Jonathan Slade |
| | Title: Group Treasurer |
| By: | /s/
Matthew Bowden |
| | Name: Matthew Bowden |
| | Title: Deputy Company
Secretary |
[Signature
Page — Guaranty of AZ Finance Notes]
This
Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and
to be issued in one or more series under an Indenture, dated as of May 28, 2021 (herein called the “Indenture”
which term shall have the meaning assigned to it in such instrument), among the Issuer, AstraZeneca PLC, as Guarantor, and The Bank of
New York Mellon, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture),
and reference is hereby made to the Indenture and to the Officers’ Certificate delivered pursuant to Section 2.08 of the
Indenture with respect to this Security for a statement of the respective rights, limitations of rights, duties and immunities thereunder
of the Issuer, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated
and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to U.S.$1,250,000,000.
The
Securities of this series are subject to redemption, as a whole or in part, from time to time, at the election of the Issuer, upon not
less than 10 nor more than 60 days’ notice, as follows:
(i) Prior
to January 26, 2029 (1 month prior to the maturity date) (the “Par Call Date”),
at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
| (1) | (a) the
sum of the present values of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date (assuming the Securities matured on the Par Call Date)
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 10 basis points less (b) interest
accrued to the date of redemption, and |
| (2) | 100% of the principal amount of the Securities
to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption
date. |
(ii) On
or after the Par Call Date, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued
and unpaid interest thereon to the redemption date.
“Treasury
Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.
The
Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government
securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption
date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release
published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15”
(or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury
constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Issuer shall select,
as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to
the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal
to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than
and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate
to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal
places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield
for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury
constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable,
of such Treasury constant maturity from the redemption date.
If
on the third business day preceding the redemption date H.15 or any successor designation or publication is no longer published, the
Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m.,
New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or
with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the
Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date,
one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select
the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury
securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence,
the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading
closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York
City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the
applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of
principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The
Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent
manifest error.
The
Indenture contains provisions to the effect that, in the event of certain tax law changes and other limited circumstances relating to
tax matters, the Issuer may redeem all, but not less than all, of the Securities of this series, upon not less than 10 nor more than
60 days’ notice, at a price equal to 100% of the principal amount of the Securities plus accrued interest thereon to, but excluding,
the date of redemption, which provisions apply to this Security.
The
Issuer will give notice of any redemption it proposes to make to DTC at least 10 days, but no more than 60 days, before the applicable
redemption date, unless provided otherwise. Any redemption or notice may, at the Issuer’s discretion, be subject to one or more
conditions precedent and, at the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions
precedent included at the Issuer’s discretion shall be satisfied (or waived by the Issuer) (even if more than 60 days after the
giving of notice of redemption) or the redemption date may not occur and such notice may be rescinded if all such conditions precedent
included at the Issuer’s discretion shall not have been satisfied (or waived by the Issuer).
In
the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
The
Indenture contains provisions for defeasance at any time of the entire indebtedness on this Security upon compliance by the Issuer with
certain conditions set forth thereon, which provisions apply to this Security.
If
an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect provided in the Indenture.
The
Issuer may, at its option, at any time and without the consent of the Holders, reopen the Securities of this series and issue additional
Securities in one or more transactions with terms (other than the issuance date and, possibly, first Interest Payment Date, original
interest accrual date and issue price) identical to the Securities of this series. These additional Securities will be deemed to have
been part of the Securities of this series and will provide the Holders of these additional Securities the right to vote together with
Holders of the Securities of this series; provided, however, that if these additional Securities are not fungible with the Securities
of this series for U.S. federal income tax purposes, these additional Securities will have a different CUSIP or other identifying number.
Any
amounts to be paid by the Issuer or the Guarantor under this Security will be paid without deduction or withholding for any and all present
and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account
of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision or taxing authority thereof
or therein, unless such withholding or deduction is required by law. The Relevant Taxing Jurisdiction for the Guarantor is the jurisdiction
in which it is resident for tax purposes (presently, the United Kingdom) and for the Issuer is the United States. If any deduction or
withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected
by or for the account of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision
or taxing authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing
authority) in respect of any amounts to be paid by the Issuer or the Guarantor under this Security, the Issuer or the Guarantor, as applicable,
will (subject to compliance by the Holder with any administrative requirements) pay such additional amounts (“Additional
Amounts”) as may be necessary in order that the net amounts paid to the Holder after such deduction or withholding, shall be
not less than the amounts to which the Holder was entitled had no such withholding or deduction been required; provided, however, that
neither the Issuer nor the Guarantor shall be required to make any payment of Additional Amounts for or on account of:
(i) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the fact that the Holder (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such
Holder, if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is
or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically
present in, the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or
has had some connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other
than the holding or ownership of this Security or the collection of principal, premium or interest, if any, on, or the enforcement of,
this Security;
(ii) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the fact that, where presentation is required, this Security was presented more than 30 days after the date on which such payment
became due or was provided for, whichever is later;
(iii) any
estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;
(iv) any
present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments
on or in respect of this Security;
(v) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the failure of the Holder or beneficial owner of this Security to comply with any certification, identification or other reporting
requirements concerning the Holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant
Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute,
regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein
as a condition to relief or exemption from such tax, levy, impost or other governmental charge;
(vi) any
present or future tax, levy, impost or other governmental charge which the Holder would have been able to avoid by authorizing the paying
agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested
by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom;
(vii) any
present or future tax, levy, impost or other governmental charge which is required by Sections 1471 through 1474 (“FATCA”)
of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future U.S. Treasury regulations or
rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA
(an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA,
or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA;
(viii) any
present or future tax, levy, impost or other governmental charge which is imposed or withheld because the Holder of the Security is (1) considered
a 10% shareholder (within the meaning of Sections 871(h)(3) or 881(c)(3) of the Code) of the issuer of the Security or (2) a
controlled foreign corporation related (within the meaning of Section 864(d)(4) of the Code) to the issuer of the Security;
(ix) any
present or future tax, levy, impost or other governmental charge which is imposed because the Holder (1) is a bank purchasing this
Security in the ordinary course of its lending business or (2) is a bank that is neither (A) buying this Security for investment
purposes only nor (B) buying this Security for resale to a third party that either is not a bank or will hold the Security for
investment purposes only;
(x) any
present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment
under or with respect to this Security to any Holder of this Security that is a fiduciary, partnership or a person other than the sole
beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that
partnership or beneficial owner would not have been entitled to the Additional Amounts or would not have been subject to such tax, levy,
impost or charge had that beneficiary, settlor, member or beneficial owner been the actual Holder of this Security; or
(xi) any
combination of the exceptions listed above in (i) through (x) above,
nor
shall Additional Amounts be paid in the event that the obligation to pay Additional Amounts is the result of the issuance of a Security
in definitive form to a Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and
at the time payment is made Securities in definitive form have not been issued in exchange for the entire principal amount of the Predecessor
Securities.
The
Issuer and the Guarantor will remit the full amount of any taxes withheld to the applicable taxing authorities in accordance with the
applicable law. The Issuer and the Guarantor will also provide the Trustee with documentation satisfactory to the Trustee evidencing
the payment of any taxes in respect of which the Issuer and the Guarantor have paid Additional Amounts. The Issuer and the Guarantor
will provide copies of such documentation to the Holder of this Security upon request.
Any
reference in the Indenture or this Security to principal, premium or interest in respect of this Security will be deemed also to refer
to any Additional Amounts that may be payable with respect to such principal, premium or interest under the obligations referred to herein.
The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Issuer and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at
any time by the Issuer, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities
at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages
in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series
to waive compliance by the Issuer and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As
set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute
any proceeding with respect to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously given
to the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series shall have made written request, and offered indemnity and/or
security satisfactory to the Trustee, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received
from the Holders of a majority in principal of the Outstanding Securities of this series a direction inconsistent with such request and
shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to
a suit instituted by the Holder hereof for the enforcement of payment of the principal (and premium, if any) or any interest on this
Security on or after the respective due dates expressed herein.
No
reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed or to convert this Security as provided in the Indenture.
The
Securities of this series are issuable only in registered form without coupons in denominations of U.S.$2,000 and integral multiples
of U.S.$1,000 in excess thereof.
No
service charge shall be made for any registration of transfer or exchange, but the Issuer or the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior
to due presentation of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither of the Issuer nor the Trustee nor any such agent shall be affected by notice to the contrary.
This
Security shall be governed by and construed in accordance with the laws of the State of New York.
Unless
otherwise defined herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them
in the Indenture.
SCHEDULE OF PRINCIPAL
AMOUNT
The initial principal
amount of this Security shall be U.S.$500,000,000. The following decreases/increases in the principal amount of this Security have been
made:
Date
of
Decrease/
Increase |
|
Decrease
in
Principal
Amount |
|
Increase
in
Principal
Amount |
|
Total
Principal
Amount
Following such
Decrease/Increase |
|
Notation
Made
by or on
Behalf of
Trustee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THIS SECURITY
IS A GLOBAL REGISTERED SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF
THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
ASTRAZENECA
FINANCE LLC
4.800%
Notes due 2027
FULLY AND UNCONDITIONALLY
GUARANTEED BY
ASTRAZENECA PLC
CUSIP
No. 04636NAK9
ISIN No. US04636NAK90
ASTRAZENECA
FINANCE LLC, a Delaware limited liability company (herein called the “Issuer”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of Two Hundred and Fifty Million United States Dollars on February 26, 2027
and to pay interest thereon from and including February 26, 2024 or from the most recent Interest Payment Date (as defined below)
to which interest has been paid or duly provided for, semiannually in arrears on February 26 and August 26 in each year,
commencing August 26, 2024 (each, an “Interest Payment Date”), at the rate of 4.800% per annum, to, but excluding,
the date on which the principal hereof is paid or made available for payment. Interest will be calculated on the basis of a 360-day year
and twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided
in such Indenture (as defined below), be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date (as defined below) for such interest which shall be the 15th calendar
day preceding such Interest Payment Date (whether or not such day is a Business Day (as defined below)), as the case may be. Any such
interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business
on a subsequent record date (the “Special Record Date”) for the payment of such defaulted interest to be fixed by
the Trustee (which shall not be less than five Business Days prior to the date of payment of such defaulted interest), notice whereof
shall be given to Holders of Securities of this series not less than 15 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may
be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest to be paid
on the maturity date will be payable to the person to whom the principal will be payable on such date.
Payment
of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Issuer maintained
for that purpose in New York City, in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts; provided, however, that at the option of the Issuer payment of interest may be
made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.
Reference
is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless
the certificate of authentication hereon has been executed by the Trustee by manual or pdf or other electronic image scan signature of
the Trustee created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign) of an authorized signatory,
this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF,
the Issuer has caused this instrument to be duly executed.
Dated: February 26, 2024
| By: | /s/
David E. White |
| | Name: David E. White |
| | Title: President, Treasurer
and Director |
| By: | /s/
Kevin Durning |
| | Name: Kevin Durning |
| | Title: Assistant Treasurer
and Director |
[Signature
Page — Global Note]
This
is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.
Dated: February 26,
2024
|
THE BANK OF NEW YORK MELLON, as Trustee |
| By: | /s/
Stacey B. Poindexter |
| | Stacey B. Poindexter |
| Title: | Vice President |
[Signature
Page — Global Note]
GUARANTY
For
value received, AstraZeneca PLC, an English public limited company (the “Guarantor,” which term includes any Person
as a successor Guarantor under the Indenture referred to in the Security upon which this Guaranty is endorsed), hereby fully and unconditionally
guarantees to the Holder of the Security upon which this Guaranty is endorsed and to the Trustee on behalf of each such Holder the due
and punctual payment of the principal of, interest on and any additional amounts payable in respect of such Security and the due and
punctual payment of the sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable,
whether on the stated maturity date, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof
and of the Indenture referred to therein. In case of the failure of AstraZeneca Finance LLC, a limited liability company organized under
the laws of the State of Delaware (the “Issuer,” which term includes any successor Person under such Indenture), to
punctually make any such payment of principal, interest or additional amounts or any such sinking fund or analogous payment, the Guarantor
hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the stated
maturity date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer. The
indebtedness evidenced by this Guaranty ranks equally and pari passu with all other unsecured and unsubordinated indebtedness
of the Guarantor.
The
Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected
by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such
Security or such Indenture, or any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of such
Security or the Trustee or any other circumstance that may otherwise constitute a legal or equitable discharge of a guarantor. The Guarantor
hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the
Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to such Security or the indebtedness
evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and
covenants that this Guaranty will not be discharged except by payment in full of the principal of, interest on and additional amounts
payable in respect of such Security. This Guaranty is a guarantee of payment and not of collection.
The
Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Issuer in respect of any amounts
paid to such Holder by the Guarantor pursuant to the provisions of this Guaranty; provided, however, that the Guarantor shall not be
entitled to enforce, or to receive any payments arising out of or based upon such right of subrogation until the principal of, interest
on and additional amounts payable in respect of all Securities of the same series issued under such Indenture shall have been paid in
full.
By
executing this Guaranty, the Guarantor becomes subject to all of the provisions contained in the Indenture applicable to the Guarantor,
including without limitation the provisions of Article XII (“Guaranty”).
No
reference herein to such Indenture and no provision of such Indenture shall alter or impair the guarantees of the Guarantor, which are
absolute and unconditional, of the due and punctual payment of the principal of, interest on and additional amounts payable in respect
of, and any sinking fund or analogous payments with respect to, the Security upon which this Guaranty is endorsed. This Guaranty shall
not be valid or obligatory for any purpose until the certificate of authentication of such Security shall have been manually executed
by or on behalf of the Trustee under such Indenture. All terms used in this Guaranty that are defined in such Indenture shall have the
meanings assigned to them in such Indenture. This Guaranty shall be governed by and construed in accordance with the laws of the State
of New York.
IN
WITNESS whereof, the Guarantor has caused this Guaranty to be duly executed this 26th day of February,
2024.
| By: | /s/
Jonathan Slade |
| | Name: Jonathan Slade |
| | Title: Group Treasurer |
| By: | /s/
Matthew Bowden |
| | Name: Matthew Bowden |
| | Title: Deputy Company
Secretary |
[Signature
Page — Guaranty of AZ Finance Notes]
This
Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and
to be issued in one or more series under an Indenture, dated as of May 28, 2021 (herein called the “Indenture”
which term shall have the meaning assigned to it in such instrument), among the Issuer, AstraZeneca PLC, as Guarantor, and The Bank of
New York Mellon, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture),
and reference is hereby made to the Indenture and to the Officers’ Certificate delivered pursuant to Section 2.08 of the
Indenture with respect to this Security for a statement of the respective rights, limitations of rights, duties and immunities thereunder
of the Issuer, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated
and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to U.S.$1,250,000,000.
The
Securities of this series are subject to redemption, as a whole or in part, from time to time, at the election of the Issuer, upon not
less than 10 nor more than 60 days’ notice, as follows:
(i) Prior
to January 26, 2029 (1 month prior to the maturity date) (the “Par Call Date”),
at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
| (1) | (a) the
sum of the present values of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date (assuming the Securities matured on the Par Call Date)
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 10 basis points less (b) interest
accrued to the date of redemption, and |
| (2) | 100% of the principal amount of the Securities
to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption
date. |
(ii) On
or after the Par Call Date, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued
and unpaid interest thereon to the redemption date.
“Treasury
Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.
The
Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government
securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption
date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release
published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15”
(or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury
constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Issuer shall select,
as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to
the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal
to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than
and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate
to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal
places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield
for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury
constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable,
of such Treasury constant maturity from the redemption date.
If
on the third business day preceding the redemption date H.15 or any successor designation or publication is no longer published, the
Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m.,
New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or
with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the
Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date,
one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select
the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury
securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence,
the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading
closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York
City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the
applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of
principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The
Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent
manifest error.
The
Indenture contains provisions to the effect that, in the event of certain tax law changes and other limited circumstances relating to
tax matters, the Issuer may redeem all, but not less than all, of the Securities of this series, upon not less than 10 nor more than
60 days’ notice, at a price equal to 100% of the principal amount of the Securities plus accrued interest thereon to, but excluding,
the date of redemption, which provisions apply to this Security.
The
Issuer will give notice of any redemption it proposes to make to DTC at least 10 days, but no more than 60 days, before the applicable
redemption date, unless provided otherwise. Any redemption or notice may, at the Issuer’s discretion, be subject to one or more
conditions precedent and, at the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions
precedent included at the Issuer’s discretion shall be satisfied (or waived by the Issuer) (even if more than 60 days after the
giving of notice of redemption) or the redemption date may not occur and such notice may be rescinded if all such conditions precedent
included at the Issuer’s discretion shall not have been satisfied (or waived by the Issuer).
In
the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
The
Indenture contains provisions for defeasance at any time of the entire indebtedness on this Security upon compliance by the Issuer with
certain conditions set forth thereon, which provisions apply to this Security.
If
an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect provided in the Indenture.
The
Issuer may, at its option, at any time and without the consent of the Holders, reopen the Securities of this series and issue additional
Securities in one or more transactions with terms (other than the issuance date and, possibly, first Interest Payment Date, original
interest accrual date and issue price) identical to the Securities of this series. These additional Securities will be deemed to have
been part of the Securities of this series and will provide the Holders of these additional Securities the right to vote together with
Holders of the Securities of this series; provided, however, that if these additional Securities are not fungible with the Securities
of this series for U.S. federal income tax purposes, these additional Securities will have a different CUSIP or other identifying number.
Any
amounts to be paid by the Issuer or the Guarantor under this Security will be paid without deduction or withholding for any and all present
and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account
of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision or taxing authority thereof
or therein, unless such withholding or deduction is required by law. The Relevant Taxing Jurisdiction for the Guarantor is the jurisdiction
in which it is resident for tax purposes (presently, the United Kingdom) and for the Issuer is the United States. If any deduction or
withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected
by or for the account of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision
or taxing authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing
authority) in respect of any amounts to be paid by the Issuer or the Guarantor under this Security, the Issuer or the Guarantor, as applicable,
will (subject to compliance by the Holder with any administrative requirements) pay such additional amounts (“Additional
Amounts”) as may be necessary in order that the net amounts paid to the Holder after such deduction or withholding, shall be
not less than the amounts to which the Holder was entitled had no such withholding or deduction been required; provided, however, that
neither the Issuer nor the Guarantor shall be required to make any payment of Additional Amounts for or on account of:
(i) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the fact that the Holder (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such
Holder, if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is
or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically
present in, the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or
has had some connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other
than the holding or ownership of this Security or the collection of principal, premium or interest, if any, on, or the enforcement of,
this Security;
(ii) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the fact that, where presentation is required, this Security was presented more than 30 days after the date on which such payment
became due or was provided for, whichever is later;
(iii) any
estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;
(iv) any
present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments
on or in respect of this Security;
(v) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the failure of the Holder or beneficial owner of this Security to comply with any certification, identification or other reporting
requirements concerning the Holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant
Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute,
regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein
as a condition to relief or exemption from such tax, levy, impost or other governmental charge;
(vi) any
present or future tax, levy, impost or other governmental charge which the Holder would have been able to avoid by authorizing the paying
agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested
by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom;
(vii) any
present or future tax, levy, impost or other governmental charge which is required by Sections 1471 through 1474 (“FATCA”)
of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future U.S. Treasury regulations or
rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA
(an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA,
or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA;
(viii) any
present or future tax, levy, impost or other governmental charge which is imposed or withheld because the Holder of the Security is (1) considered
a 10% shareholder (within the meaning of Sections 871(h)(3) or 881(c)(3) of the Code) of the issuer of the Security or (2) a
controlled foreign corporation related (within the meaning of Section 864(d)(4) of the Code) to the issuer of the Security;
(ix) any
present or future tax, levy, impost or other governmental charge which is imposed because the Holder (1) is a bank purchasing this
Security in the ordinary course of its lending business or (2) is a bank that is neither (A) buying this Security for investment
purposes only nor (B) buying this Security for resale to a third party that either is not a bank or will hold the Security for
investment purposes only;
(x) any
present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment
under or with respect to this Security to any Holder of this Security that is a fiduciary, partnership or a person other than the sole
beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that
partnership or beneficial owner would not have been entitled to the Additional Amounts or would not have been subject to such tax, levy,
impost or charge had that beneficiary, settlor, member or beneficial owner been the actual Holder of this Security; or
(xi) any
combination of the exceptions listed above in (i) through (x) above,
nor
shall Additional Amounts be paid in the event that the obligation to pay Additional Amounts is the result of the issuance of a Security
in definitive form to a Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and
at the time payment is made Securities in definitive form have not been issued in exchange for the entire principal amount of the Predecessor
Securities.
The
Issuer and the Guarantor will remit the full amount of any taxes withheld to the applicable taxing authorities in accordance with the
applicable law. The Issuer and the Guarantor will also provide the Trustee with documentation satisfactory to the Trustee evidencing
the payment of any taxes in respect of which the Issuer and the Guarantor have paid Additional Amounts. The Issuer and the Guarantor
will provide copies of such documentation to the Holder of this Security upon request.
Any
reference in the Indenture or this Security to principal, premium or interest in respect of this Security will be deemed also to refer
to any Additional Amounts that may be payable with respect to such principal, premium or interest under the obligations referred to herein.
The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Issuer and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at
any time by the Issuer, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities
at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages
in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series
to waive compliance by the Issuer and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As
set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute
any proceeding with respect to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously given
to the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series shall have made written request, and offered indemnity and/or
security satisfactory to the Trustee, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received
from the Holders of a majority in principal of the Outstanding Securities of this series a direction inconsistent with such request and
shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to
a suit instituted by the Holder hereof for the enforcement of payment of the principal (and premium, if any) or any interest on this
Security on or after the respective due dates expressed herein.
No
reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed or to convert this Security as provided in the Indenture.
The
Securities of this series are issuable only in registered form without coupons in denominations of U.S.$2,000 and integral multiples
of U.S.$1,000 in excess thereof.
No
service charge shall be made for any registration of transfer or exchange, but the Issuer or the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior
to due presentation of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither of the Issuer nor the Trustee nor any such agent shall be affected by notice to the contrary.
This
Security shall be governed by and construed in accordance with the laws of the State of New York.
Unless
otherwise defined herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them
in the Indenture.
SCHEDULE OF PRINCIPAL
AMOUNT
The initial principal
amount of this Security shall be U.S.$250,000,000. The following decreases/increases in the principal amount of this Security have been
made:
Date
of
Decrease/
Increase |
|
Decrease
in
Principal
Amount |
|
Increase
in
Principal
Amount |
|
Total
Principal
Amount
Following such
Decrease/Increase |
|
Notation
Made
by or on
Behalf of
Trustee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit B
THIS SECURITY IS A GLOBAL REGISTERED SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS
SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
ASTRAZENECA FINANCE LLC
4.850% Notes due 2029
FULLY AND UNCONDITIONALLY GUARANTEED BY
ASTRAZENECA PLC
|
No. 001 |
U.S.$500,000,000 |
|
|
CUSIP No. 04636NAL7 |
|
ISIN No. US04636NAL73 |
ASTRAZENECA FINANCE LLC,
a Delaware limited liability company (herein called the “Issuer”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal
sum of Five Hundred Million United States Dollars on February 26, 2029 and to pay interest thereon from and including February 26,
2024 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semiannually
in arrears on February 26 and August 26 in each year, commencing August 26, 2024 (each, an “Interest Payment
Date”), at the rate of 4.850% per annum, to, but excluding, the date on which the principal hereof is paid or made available
for payment. Interest will be calculated on the basis of a 360-day year and twelve 30-day months. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture (as defined below), be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date
(as defined below) for such interest which shall be the 15th calendar day preceding such Interest Payment Date (whether or
not such day is a Business Day (as defined below)), as the case may be. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on a subsequent record date (the “Special
Record Date”) for the payment of such defaulted interest to be fixed by the Trustee (which shall not be less than five Business
Days prior to the date of payment of such defaulted interest), notice whereof shall be given to Holders of Securities of this series
not less than 15 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture. Interest to be paid on the maturity date will be payable to the person
to whom the principal will be payable on such date.
Payment of the principal
of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Issuer maintained for that
purpose in New York City, in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the Issuer payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.
Reference is hereby made
to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual or pdf or other electronic image scan signature of the Trustee created
on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign) of an authorized signatory, this Security shall
not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this
instrument to be duly executed.
Dated: February 26, 2024
|
By: |
/s/
David E. White |
|
|
Name: |
David E. White |
|
|
Title: |
President, Treasurer and Director |
|
|
|
By: |
/s/
Kevin Durning |
|
|
Name: |
Kevin Durning |
|
|
Title: |
Assistant Treasurer and Director |
[Signature Page — Global Note]
This is one of the Securities
of the series designated herein and referred to in the within-mentioned Indenture.
Dated: February 26, 2024
|
THE BANK OF NEW YORK
MELLON, as Trustee |
|
|
|
By: |
/s/
Stacey B. Poindexter |
|
|
Stacey B. Poindexter |
|
Title: |
Vice President |
[Signature Page — Global Note]
GUARANTY
For value received, AstraZeneca
PLC, an English public limited company (the “Guarantor,” which term includes any Person as a successor Guarantor under
the Indenture referred to in the Security upon which this Guaranty is endorsed), hereby fully and unconditionally guarantees to the Holder
of the Security upon which this Guaranty is endorsed and to the Trustee on behalf of each such Holder the due and punctual payment of
the principal of, interest on and any additional amounts payable in respect of such Security and the due and punctual payment of the
sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether on the stated
maturity date, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture
referred to therein. In case of the failure of AstraZeneca Finance LLC, a limited liability company organized under the laws of the State
of Delaware (the “Issuer,” which term includes any successor Person under such Indenture), to punctually make any
such payment of principal, interest or additional amounts or any such sinking fund or analogous payment, the Guarantor hereby agrees
to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the stated maturity date
or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer. The indebtedness
evidenced by this Guaranty ranks equally and pari passu with all other unsecured and unsubordinated indebtedness of the Guarantor.
The Guarantor hereby agrees
that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity
or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or
any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of such Security or the Trustee or any
other circumstance that may otherwise constitute a legal or equitable discharge of a guarantor. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Issuer, any right to require
a proceeding first against the Issuer, protest or notice with respect to such Security or the indebtedness evidenced thereby or with
respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guaranty
will not be discharged except by payment in full of the principal of, interest on and additional amounts payable in respect of such Security.
This Guaranty is a guarantee of payment and not of collection.
The Guarantor shall be subrogated
to all rights of the Holder of such Security and the Trustee against the Issuer in respect of any amounts paid to such Holder by the
Guarantor pursuant to the provisions of this Guaranty; provided, however, that the Guarantor shall not be entitled to enforce, or to
receive any payments arising out of or based upon such right of subrogation until the principal of, interest on and additional amounts
payable in respect of all Securities of the same series issued under such Indenture shall have been paid in full.
By executing this Guaranty,
the Guarantor becomes subject to all of the provisions contained in the Indenture applicable to the Guarantor, including without limitation
the provisions of Article XII (“Guaranty”).
No reference herein to such
Indenture and no provision of such Indenture shall alter or impair the guarantees of the Guarantor, which are absolute and unconditional,
of the due and punctual payment of the principal of, interest on and additional amounts payable in respect of, and any sinking fund or
analogous payments with respect to, the Security upon which this Guaranty is endorsed. This Guaranty shall not be valid or obligatory
for any purpose until the certificate of authentication of such Security shall have been manually executed by or on behalf of the Trustee
under such Indenture. All terms used in this Guaranty that are defined in such Indenture shall have the meanings assigned to them in
such Indenture. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York.
IN WITNESS whereof, the Guarantor
has caused this Guaranty to be duly executed this 26th day of February, 2024.
|
|
|
ASTRAZENECA PLC |
|
|
|
By: |
/s/ Jonathan Slade |
|
|
Name: |
Jonathan Slade |
|
|
Title: |
Group Treasurer |
|
|
|
By: |
/s/ Matthew Bowden |
|
|
Name: |
Matthew Bowden |
|
|
Title: |
Deputy Company Secretary |
[Signature Page — Guaranty of AZ
Finance Notes]
This Security is one of a
duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one
or more series under an Indenture, dated as of May 28, 2021 (herein called the “Indenture” which term shall have
the meaning assigned to it in such instrument), among the Issuer, AstraZeneca PLC, as Guarantor, and The Bank of New York Mellon, as
Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference
is hereby made to the Indenture and to the Officers’ Certificate delivered pursuant to Section 2.08 of the Indenture with
respect to this Security for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer,
the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to U.S.$1,250,000,000.
The Securities of this series
are subject to redemption, as a whole or in part, from time to time, at the election of the Issuer, upon not less than 10 nor more than
60 days’ notice, as follows:
(i) Prior to January 26,
2029 (1 month prior to the maturity date) (the “Par Call Date”), at a redemption price (expressed as a percentage
of principal amount and rounded to three decimal places) equal to the greater of:
| (1) | (a) the sum of the present values
of the remaining scheduled payments of principal and interest thereon discounted to the redemption
date (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points
less (b) interest accrued to the date of redemption, and |
| (2) | 100% of the principal amount of the Securities to be redeemed, plus,
in either case, accrued and unpaid interest thereon to the redemption date. |
(ii) On or after the
Par Call Date, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest
thereon to the redemption date.
“Treasury Rate”
means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.
The Treasury Rate
shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are
posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based
upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published
by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor
designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal”
(or any successor caption or heading). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for
the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining
Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields
– one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the
Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a
straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if
there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury
constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or
maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury
constant maturity from the redemption date.
If on the third
business day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Issuer shall
calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York
City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity
that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but
there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity
date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United States
Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing
on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall
select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to
par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time.
In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable
United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount)
at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Issuer’s actions
and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
The Indenture contains provisions
to the effect that, in the event of certain tax law changes and other limited circumstances relating to tax matters, the Issuer may redeem
all, but not less than all, of the Securities of this series, upon not less than 10 nor more than 60 days’ notice, at a price equal
to 100% of the principal amount of the Securities plus accrued interest thereon to, but excluding, the date of redemption, which provisions
apply to this Security.
The Issuer will give notice
of any redemption it proposes to make to DTC at least 10 days, but no more than 60 days, before the applicable redemption date, unless
provided otherwise. Any redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent and,
at the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions precedent included
at the Issuer’s discretion shall be satisfied (or waived by the Issuer) (even if more than 60 days after the giving of notice of
redemption) or the redemption date may not occur and such notice may be rescinded if all such conditions precedent included at the Issuer’s
discretion shall not have been satisfied (or waived by the Issuer).
In the event of redemption
of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions
for defeasance at any time of the entire indebtedness on this Security upon compliance by the Issuer with certain conditions set forth
thereon, which provisions apply to this Security.
If an Event of Default with
respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.
The Issuer may, at its option,
at any time and without the consent of the Holders, reopen the Securities of this series and issue additional Securities in one or more
transactions with terms (other than the issuance date and, possibly, first Interest Payment Date, original interest accrual date and issue
price) identical to the Securities of this series. These additional Securities will be deemed to have been part of the Securities of
this series and will provide the Holders of these additional Securities the right to vote together with Holders of the Securities of
this series; provided, however, that if these additional Securities are not fungible with the Securities of this series for U.S. federal
income tax purposes, these additional Securities will have a different CUSIP or other identifying number.
Any amounts to be paid by
the Issuer or the Guarantor under this Security will be paid without deduction or withholding for any and all present and future taxes,
levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the Relevant
Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision or taxing authority thereof or therein,
unless such withholding or deduction is required by law. The Relevant Taxing Jurisdiction for the Guarantor is the jurisdiction in which
it is resident for tax purposes (presently, the United Kingdom) and for the Issuer is the United States. If any deduction or withholding
for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or
for the account of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision or taxing
authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority)
in respect of any amounts to be paid by the Issuer or the Guarantor under this Security, the Issuer or the Guarantor, as applicable,
will (subject to compliance by the Holder with any administrative requirements) pay such additional amounts (“Additional
Amounts”) as may be necessary in order that the net amounts paid to the Holder after such deduction or withholding,
shall be not less than the amounts to which the Holder was entitled had no such withholding or deduction been required; provided, however,
that neither the Issuer nor the Guarantor shall be required to make any payment of Additional Amounts for or on account of:
(i) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the fact that the Holder (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such
Holder, if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is
or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically
present in, the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or
has had some connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other
than the holding or ownership of this Security or the collection of principal, premium or interest, if any, on, or the enforcement of,
this Security;
(ii) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the fact that, where presentation is required, this Security was presented more than 30 days after the date on which such payment
became due or was provided for, whichever is later;
(iii) any
estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;
(iv) any
present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments
on or in respect of this Security;
(v) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the failure of the Holder or beneficial owner of this Security to comply with any certification, identification or other reporting
requirements concerning the Holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant
Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute,
regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein
as a condition to relief or exemption from such tax, levy, impost or other governmental charge;
(vi) any
present or future tax, levy, impost or other governmental charge which the Holder would have been able to avoid by authorizing the paying
agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested
by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom;
(vii) any
present or future tax, levy, impost or other governmental charge which is required by Sections 1471 through 1474 (“FATCA”)
of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future U.S. Treasury regulations or
rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA
(an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA,
or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA;
(viii) any
present or future tax, levy, impost or other governmental charge which is imposed or withheld because the Holder of the Security
is (1) considered a 10% shareholder (within the meaning of Sections 871(h)(3) or 881(c)(3) of the Code) of the issuer
of the Security or (2) a controlled foreign corporation related (within the meaning of Section 864(d)(4) of the Code)
to the issuer of the Security;
(ix) any
present or future tax, levy, impost or other governmental charge which is imposed because the Holder (1) is a bank purchasing this
Security in the ordinary course of its lending business or (2) is a bank that is neither (A) buying this Security for investment
purposes only nor (B) buying this Security for resale to a third party that either is not a bank or will hold the Security for investment
purposes only;
(x) any
present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment
under or with respect to this Security to any Holder of this Security that is a fiduciary, partnership or a person other than the sole
beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that
partnership or beneficial owner would not have been entitled to the Additional Amounts or would not have been subject to such tax, levy,
impost or charge had that beneficiary, settlor, member or beneficial owner been the actual Holder of this Security; or
(xi) any
combination of the exceptions listed above in (i) through (x) above,
nor shall Additional Amounts
be paid in the event that the obligation to pay Additional Amounts is the result of the issuance of a Security in definitive form to
a Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default
and at the time payment is made Securities in
definitive form have not been issued in exchange for the entire principal amount of the Predecessor Securities.
The Issuer and the Guarantor
will remit the full amount of any taxes withheld to the applicable taxing authorities in accordance with the applicable law. The Issuer
and the Guarantor will also provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of any taxes in
respect of which the Issuer and the Guarantor have paid Additional Amounts. The Issuer and the Guarantor will provide copies of such
documentation to the Holder of this Security upon request.
Any reference in the Indenture
or this Security to principal, premium or interest in respect of this Security will be deemed also to refer to any Additional Amounts
that may be payable with respect to such principal, premium or interest under the obligations referred to herein.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the
Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer,
the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series to waive compliance
by the Issuer and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.
As set forth in, and subject
to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute any proceeding with respect
to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice
of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount
of the Outstanding Securities of this series shall have made written request, and offered indemnity and/or security satisfactory to the
Trustee, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority
in principal of the Outstanding Securities of this series a direction inconsistent with such request and shall have failed to institute
such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder
hereof for the enforcement of payment of the principal (and premium, if any) or any interest on this Security on or after the respective
due dates expressed herein.
No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin
or currency, herein prescribed or to convert this Security as provided in the Indenture.
The Securities of this series
are issuable only in registered form without coupons in denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.
No service charge shall be
made for any registration of transfer or exchange, but the Issuer or the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentation
of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person
in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither
of the Issuer nor the Trustee nor any such agent shall be affected by notice to the contrary.
This Security shall be
governed by and construed in accordance with the laws of the State of New York.
Unless otherwise defined
herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
SCHEDULE OF PRINCIPAL AMOUNT
The initial principal amount of this Security
shall be U.S.$500,000,000. The following decreases/increases in the principal amount of this Security have been made:
Date of
Decrease/
Increase |
|
Decrease
in
Principal
Amount |
|
Increase
in
Principal
Amount |
|
Total Principal
Amount Following
such
Decrease/Increase |
|
Notation
Made
by or on
Behalf of
Trustee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THIS SECURITY IS A GLOBAL REGISTERED SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS
SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
ASTRAZENECA FINANCE LLC
4.850% Notes due
2029
FULLY AND UNCONDITIONALLY GUARANTEED BY
ASTRAZENECA PLC
No. 002 |
U.S.$500,000,000 |
|
|
CUSIP No. 04636NAL7 |
|
ISIN No. US04636NAL73 |
ASTRAZENECA FINANCE LLC,
a Delaware limited liability company (herein called the “Issuer”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal
sum of Five Hundred Million United States Dollars on February 26, 2029 and to pay interest thereon from and including February 26,
2024 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semiannually
in arrears on February 26 and August 26 in each year, commencing August 26, 2024 (each, an “Interest Payment
Date”), at the rate of 4.850% per annum, to, but excluding, the date on which the principal hereof is paid or made available
for payment. Interest will be calculated on the basis of a 360-day year and twelve 30-day months. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture (as defined below), be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date
(as defined below) for such interest which shall be the 15th calendar day preceding such Interest Payment Date (whether or
not such day is a Business Day (as defined below)), as the case may be. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on a subsequent record date (the “Special
Record Date”) for the payment of such defaulted interest to be fixed by the Trustee (which shall not be less than five Business
Days prior to the date of payment of such defaulted interest), notice whereof shall be given to Holders of Securities of this series
not less than 15 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture. Interest to be paid on the maturity date will be payable to the person
to whom the principal will be payable on such date.
Payment of the principal
of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Issuer maintained for that
purpose in New York City, in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the Issuer payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.
Reference is hereby made
to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual or pdf or other electronic image scan signature of the Trustee created
on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign) of an authorized signatory, this Security shall
not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this
instrument to be duly executed.
Dated: February 26, 2024
|
ASTRAZENECA FINANCE LLC |
|
|
|
By: |
/s/ David E. White |
|
|
Name: |
David E. White |
|
|
Title: |
President, Treasurer and Director |
|
|
|
By: |
/s/ Kevin Durning |
|
|
Name: |
Kevin Durning |
|
|
Title: |
Assistant Treasurer and Director |
[Signature Page — Global Note]
This is one of the Securities
of the series designated herein and referred to in the within-mentioned Indenture.
Dated: February 26, 2024
| THE BANK OF NEW YORK MELLON, as Trustee |
| | |
| By: | /s/ Stacey B. Poindexter |
| | Stacey B. Poindexter |
| Title: | Vice President |
[Signature Page — Global Note]
GUARANTY
For value received, AstraZeneca
PLC, an English public limited company (the “Guarantor,” which term includes any Person as a successor Guarantor under
the Indenture referred to in the Security upon which this Guaranty is endorsed), hereby fully and unconditionally guarantees to the Holder
of the Security upon which this Guaranty is endorsed and to the Trustee on behalf of each such Holder the due and punctual payment of
the principal of, interest on and any additional amounts payable in respect of such Security and the due and punctual payment of the
sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether on the stated
maturity date, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture
referred to therein. In case of the failure of AstraZeneca Finance LLC, a limited liability company organized under the laws of the State
of Delaware (the “Issuer,” which term includes any successor Person under such Indenture), to punctually make any
such payment of principal, interest or additional amounts or any such sinking fund or analogous payment, the Guarantor hereby agrees
to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the stated maturity date
or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer. The indebtedness
evidenced by this Guaranty ranks equally and pari passu with all other unsecured and unsubordinated indebtedness of the Guarantor.
The Guarantor hereby agrees
that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity
or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or
any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of such Security or the Trustee or any
other circumstance that may otherwise constitute a legal or equitable discharge of a guarantor. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Issuer, any right to require
a proceeding first against the Issuer, protest or notice with respect to such Security or the indebtedness evidenced thereby or with
respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guaranty
will not be discharged except by payment in full of the principal of, interest on and additional amounts payable in respect of such Security.
This Guaranty is a guarantee of payment and not of collection.
The Guarantor shall be subrogated
to all rights of the Holder of such Security and the Trustee against the Issuer in respect of any amounts paid to such Holder by the
Guarantor pursuant to the provisions of this Guaranty; provided, however, that the Guarantor shall not be entitled to enforce, or to
receive any payments arising out of or based upon such right of subrogation until the principal of, interest on and additional amounts
payable in respect of all Securities of the same series issued under such Indenture shall have been paid in full.
By executing this Guaranty,
the Guarantor becomes subject to all of the provisions contained in the Indenture applicable to the Guarantor, including without limitation
the provisions of Article XII (“Guaranty”).
No reference herein to such
Indenture and no provision of such Indenture shall alter or impair the guarantees of the Guarantor, which are absolute and unconditional,
of the due and punctual payment of the principal of, interest on and additional amounts payable in respect of, and any sinking fund or
analogous payments with respect to, the Security upon which this Guaranty is endorsed. This Guaranty shall not be valid or obligatory
for any purpose until the certificate of authentication of such Security shall have been manually executed by or on behalf of the Trustee
under such Indenture. All terms used in this Guaranty that are defined in such Indenture shall have the meanings assigned to them in
such Indenture. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York.
IN WITNESS whereof, the Guarantor
has caused this Guaranty to be duly executed this 26th day of February, 2024.
| ASTRAZENECA PLC |
| |
| By: | /s/ Jonathan Slade |
| | Name: |
Jonathan Slade |
| | Title: |
Group Treasurer |
| By: | /s/ Matthew Bowden |
| | Name: |
Matthew Bowden |
| | Title: |
Deputy Company Secretary |
[Signature Page — Guaranty of AZ
Finance Notes]
This Security is one of a
duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one
or more series under an Indenture, dated as of May 28, 2021 (herein called the “Indenture” which term shall have
the meaning assigned to it in such instrument), among the Issuer, AstraZeneca PLC, as Guarantor, and The Bank of New York Mellon, as
Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference
is hereby made to the Indenture and to the Officers’ Certificate delivered pursuant to Section 2.08 of the Indenture with
respect to this Security for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer,
the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to U.S.$1,250,000,000.
The Securities of this series
are subject to redemption, as a whole or in part, from time to time, at the election of the Issuer, upon not less than 10 nor more than
60 days’ notice, as follows:
(i) Prior to January 26,
2029 (1 month prior to the maturity date) (the “Par Call Date”), at a redemption price (expressed as a percentage
of principal amount and rounded to three decimal places) equal to the greater of:
| (1) | (a) the sum of the present values
of the remaining scheduled payments of principal and interest thereon discounted to the redemption
date (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points
less (b) interest accrued to the date of redemption, and |
| (2) | 100% of the principal amount of the Securities to be redeemed, plus,
in either case, accrued and unpaid interest thereon to the redemption date. |
(ii) On or after the
Par Call Date, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest
thereon to the redemption date.
“Treasury Rate”
means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.
The Treasury Rate
shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are
posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based
upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published
by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor
designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal”
(or any successor caption or heading). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for
the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining
Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields
– one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the
Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a
straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if
there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury
constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or
maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury
constant maturity from the redemption date.
If on the third
business day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Issuer shall
calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York
City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity
that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but
there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity
date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United States
Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing
on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall
select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to
par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time.
In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable
United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount)
at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Issuer’s actions
and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
The Indenture contains provisions
to the effect that, in the event of certain tax law changes and other limited circumstances relating to tax matters, the Issuer may redeem
all, but not less than all, of the Securities of this series, upon not less than 10 nor more than 60 days’ notice, at a price equal
to 100% of the principal amount of the Securities plus accrued interest thereon to, but excluding, the date of redemption, which provisions
apply to this Security.
The Issuer will give notice
of any redemption it proposes to make to DTC at least 10 days, but no more than 60 days, before the applicable redemption date, unless
provided otherwise. Any redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent and,
at the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions precedent included
at the Issuer’s discretion shall be satisfied (or waived by the Issuer) (even if more than 60 days after the giving of notice of
redemption) or the redemption date may not occur and such notice may be rescinded if all such conditions precedent included at the Issuer’s
discretion shall not have been satisfied (or waived by the Issuer).
In the event of redemption
of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions
for defeasance at any time of the entire indebtedness on this Security upon compliance by the Issuer with certain conditions set forth
thereon, which provisions apply to this Security.
If an Event of Default with
respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.
The Issuer may, at its
option, at any time and without the consent of the Holders, reopen the Securities of this series and issue additional Securities in
one or more transactions with terms (other than the issuance date and, possibly, first Interest Payment Date, original interest
accrual date and issue price) identical to the Securities of this series. These additional Securities will be deemed to have been
part of the Securities of this series and will provide the Holders of these additional Securities the right to vote together with
Holders of the Securities of this series; provided, however, that if these additional Securities are not fungible with the
Securities of this series for U.S. federal income tax purposes, these additional Securities will have a different CUSIP or other
identifying number.
Any amounts to be paid by
the Issuer or the Guarantor under this Security will be paid without deduction or withholding for any and all present and future taxes,
levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the Relevant
Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision or taxing authority thereof or therein,
unless such withholding or deduction is required by law. The Relevant Taxing Jurisdiction for the Guarantor is the jurisdiction in which
it is resident for tax purposes (presently, the United Kingdom) and for the Issuer is the United States. If any deduction or withholding
for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or
for the account of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision or taxing
authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority)
in respect of any amounts to be paid by the Issuer or the Guarantor under this Security, the Issuer or the Guarantor, as applicable,
will (subject to compliance by the Holder with any administrative requirements) pay such additional amounts (“Additional
Amounts”) as may be necessary in order that the net amounts paid to the Holder after such deduction or withholding,
shall be not less than the amounts to which the Holder was entitled had no such withholding or deduction been required; provided, however,
that neither the Issuer nor the Guarantor shall be required to make any payment of Additional Amounts for or on account of:
(i) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the fact that the Holder (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such
Holder, if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is
or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically
present in, the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or
has had some connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other
than the holding or ownership of this Security or the collection of principal, premium or interest, if any, on, or the enforcement of,
this Security;
(ii) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the fact that, where presentation is required, this Security was presented more than 30 days after the date on which such payment
became due or was provided for, whichever is later;
(iii) any
estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;
(iv) any
present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments
on or in respect of this Security;
(v) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the failure of the Holder or beneficial owner of this Security to comply with any certification, identification or other reporting
requirements concerning the Holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant
Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute,
regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein
as a condition to relief or exemption from such tax, levy, impost or other governmental charge;
(vi) any
present or future tax, levy, impost or other governmental charge which the Holder would have been able to avoid by authorizing the paying
agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested
by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom;
(vii) any
present or future tax, levy, impost or other governmental charge which is required by Sections 1471 through 1474 (“FATCA”)
of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future U.S. Treasury regulations or
rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA
(an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA,
or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA;
(viii) any
present or future tax, levy, impost or other governmental charge which is imposed or withheld because the Holder of the Security
is (1) considered a 10% shareholder (within the meaning of Sections 871(h)(3) or 881(c)(3) of the Code) of the issuer
of the Security or (2) a controlled foreign corporation related (within the meaning of Section 864(d)(4) of the Code)
to the issuer of the Security;
(ix) any
present or future tax, levy, impost or other governmental charge which is imposed because the Holder (1) is a bank purchasing this
Security in the ordinary course of its lending business or (2) is a bank that is neither (A) buying this Security for investment
purposes only nor (B) buying this Security for resale to a third party that either is not a bank or will hold the Security for investment
purposes only;
(x) any
present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment
under or with respect to this Security to any Holder of this Security that is a fiduciary, partnership or a person other than the sole
beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that
partnership or beneficial owner would not have been entitled to the Additional Amounts or would not have been subject to such tax, levy,
impost or charge had that beneficiary, settlor, member or beneficial owner been the actual Holder of this Security; or
(xi) any
combination of the exceptions listed above in (i) through (x) above,
nor shall Additional Amounts
be paid in the event that the obligation to pay Additional Amounts is the result of the issuance of a Security in definitive form to
a Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default
and at the time payment is made Securities in
definitive form have not been issued in exchange for the entire principal amount of the Predecessor Securities.
The Issuer and the Guarantor
will remit the full amount of any taxes withheld to the applicable taxing authorities in accordance with the applicable law. The Issuer
and the Guarantor will also provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of any taxes in
respect of which the Issuer and the Guarantor have paid Additional Amounts. The Issuer and the Guarantor will provide copies of such
documentation to the Holder of this Security upon request.
Any reference in the Indenture
or this Security to principal, premium or interest in respect of this Security will be deemed also to refer to any Additional Amounts
that may be payable with respect to such principal, premium or interest under the obligations referred to herein.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the
Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer,
the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series to waive compliance
by the Issuer and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.
As set forth in, and subject
to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute any proceeding with respect
to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice
of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount
of the Outstanding Securities of this series shall have made written request, and offered indemnity and/or security satisfactory to the
Trustee, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority
in principal of the Outstanding Securities of this series a direction inconsistent with such request and shall have failed to institute
such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder
hereof for the enforcement of payment of the principal (and premium, if any) or any interest on this Security on or after the respective
due dates expressed herein.
No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin
or currency, herein prescribed or to convert this Security as provided in the Indenture.
The Securities of this series
are issuable only in registered form without coupons in denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.
No service charge shall be
made for any registration of transfer or exchange, but the Issuer or the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentation
of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person
in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither
of the Issuer nor the Trustee nor any such agent shall be affected by notice to the contrary.
This Security shall be
governed by and construed in accordance with the laws of the State of New York.
Unless otherwise defined
herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
SCHEDULE OF PRINCIPAL AMOUNT
The initial principal amount of this Security
shall be U.S.$500,000,000. The following decreases/increases in the principal amount of this Security have been made:
Date of
Decrease/
Increase |
|
Decrease
in
Principal
Amount |
|
Increase
in
Principal
Amount |
|
Total Principal
Amount Following
such
Decrease/Increase |
|
Notation
Made
by or on
Behalf of
Trustee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THIS SECURITY IS A GLOBAL REGISTERED SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS
SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
ASTRAZENECA FINANCE LLC
4.850% Notes due 2029
FULLY AND UNCONDITIONALLY GUARANTEED BY
ASTRAZENECA PLC
No. 003 |
U.S.$250,000,000 |
|
|
CUSIP No. 04636NAL7 |
|
ISIN No. US04636NAL73 |
ASTRAZENECA FINANCE LLC,
a Delaware limited liability company (herein called the “Issuer”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal
sum of Two Hundred and Fifty Million United States Dollars on February 26, 2029 and to pay interest thereon from and including February 26,
2024 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semiannually
in arrears on February 26 and August 26 in each year, commencing August 26, 2024 (each, an “Interest Payment
Date”), at the rate of 4.850% per annum, to, but excluding, the date on which the principal hereof is paid or made available
for payment. Interest will be calculated on the basis of a 360-day year and twelve 30-day months. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture (as defined below), be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date
(as defined below) for such interest which shall be the 15th calendar day preceding such Interest Payment Date (whether or
not such day is a Business Day (as defined below)), as the case may be. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on a subsequent record date (the “Special
Record Date”) for the payment of such defaulted interest to be fixed by the Trustee (which shall not be less than five Business
Days prior to the date of payment of such defaulted interest), notice whereof shall be given to Holders of Securities of this series
not less than 15 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture. Interest to be paid on the maturity date will be payable to the person
to whom the principal will be payable on such date.
Payment of the principal
of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Issuer maintained for that
purpose in New York City, in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the Issuer payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.
Reference is hereby made
to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual or pdf or other electronic image scan signature of the Trustee created
on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign) of an authorized signatory, this Security shall
not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this
instrument to be duly executed.
Dated: February 26, 2024
| By: | /s/ David E. White |
| | Name: |
David E. White |
| | Title: |
President, Treasurer and Director |
| By: | /s/ Kevin Durning |
| | Name: |
Kevin Durning |
| | Title: |
Assistant Treasurer and Director |
[Signature Page — Global Note]
This is one of the Securities
of the series designated herein and referred to in the within-mentioned Indenture.
Dated: February 26, 2024
|
THE BANK OF NEW YORK MELLON, as Trustee |
| By: | /s/ Stacey B. Poindexter |
| | Stacey B. Poindexter |
| Title: | Vice
President |
[Signature Page — Global Note]
GUARANTY
For value received, AstraZeneca
PLC, an English public limited company (the “Guarantor,” which term includes any Person as a successor Guarantor under
the Indenture referred to in the Security upon which this Guaranty is endorsed), hereby fully and unconditionally guarantees to the Holder
of the Security upon which this Guaranty is endorsed and to the Trustee on behalf of each such Holder the due and punctual payment of
the principal of, interest on and any additional amounts payable in respect of such Security and the due and punctual payment of the
sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether on the stated
maturity date, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture
referred to therein. In case of the failure of AstraZeneca Finance LLC, a limited liability company organized under the laws of the State
of Delaware (the “Issuer,” which term includes any successor Person under such Indenture), to punctually make any
such payment of principal, interest or additional amounts or any such sinking fund or analogous payment, the Guarantor hereby agrees
to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the stated maturity date
or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer. The indebtedness
evidenced by this Guaranty ranks equally and pari passu with all other unsecured and unsubordinated indebtedness of the Guarantor.
The Guarantor hereby agrees
that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity
or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or
any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of such Security or the Trustee or any
other circumstance that may otherwise constitute a legal or equitable discharge of a guarantor. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Issuer, any right to require
a proceeding first against the Issuer, protest or notice with respect to such Security or the indebtedness evidenced thereby or with
respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guaranty
will not be discharged except by payment in full of the principal of, interest on and additional amounts payable in respect of such Security.
This Guaranty is a guarantee of payment and not of collection.
The Guarantor shall be subrogated
to all rights of the Holder of such Security and the Trustee against the Issuer in respect of any amounts paid to such Holder by the
Guarantor pursuant to the provisions of this Guaranty; provided, however, that the Guarantor shall not be entitled to enforce, or to
receive any payments arising out of or based upon such right of subrogation until the principal of, interest on and additional amounts
payable in respect of all Securities of the same series issued under such Indenture shall have been paid in full.
By executing this Guaranty,
the Guarantor becomes subject to all of the provisions contained in the Indenture applicable to the Guarantor, including without limitation
the provisions of Article XII (“Guaranty”).
No reference herein to such
Indenture and no provision of such Indenture shall alter or impair the guarantees of the Guarantor, which are absolute and unconditional,
of the due and punctual payment of the principal of, interest on and additional amounts payable in respect of, and any sinking fund or
analogous payments with respect to, the Security upon which this Guaranty is endorsed. This Guaranty shall not be valid or obligatory
for any purpose until the certificate of authentication of such Security shall have been manually executed by or on behalf of the Trustee
under such Indenture. All terms used in this Guaranty that are defined in such Indenture shall have the meanings assigned to them in
such Indenture. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York.
IN WITNESS whereof, the Guarantor
has caused this Guaranty to be duly executed this 26th day of February, 2024.
| By: | /s/ Jonathan Slade |
| | Name: |
Jonathan Slade |
| | Title: |
Group Treasurer |
| By: | /s/ Matthew Bowden |
| | Name: |
Matthew Bowden |
| | Title: |
Deputy Company Secretary |
[Signature Page — Guaranty of AZ
Finance Notes]
This Security is one of a
duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one
or more series under an Indenture, dated as of May 28, 2021 (herein called the “Indenture” which term shall have
the meaning assigned to it in such instrument), among the Issuer, AstraZeneca PLC, as Guarantor, and The Bank of New York Mellon, as
Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference
is hereby made to the Indenture and to the Officers’ Certificate delivered pursuant to Section 2.08 of the Indenture with
respect to this Security for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer,
the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to U.S.$1,250,000,000.
The Securities of this series
are subject to redemption, as a whole or in part, from time to time, at the election of the Issuer, upon not less than 10 nor more than
60 days’ notice, as follows:
(i) Prior to January 26,
2029 (1 month prior to the maturity date) (the “Par Call Date”), at a redemption price (expressed as a percentage
of principal amount and rounded to three decimal places) equal to the greater of:
| (1) | (a) the sum of the present values
of the remaining scheduled payments of principal and interest thereon discounted to the redemption
date (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points
less (b) interest accrued to the date of redemption, and |
| (2) | 100% of the principal amount of the Securities to be redeemed, plus,
in either case, accrued and unpaid interest thereon to the redemption date. |
(ii) On or after the
Par Call Date, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest
thereon to the redemption date.
“Treasury Rate”
means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.
The Treasury Rate
shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are
posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based
upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published
by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor
designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal”
(or any successor caption or heading). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for
the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining
Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields
– one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the
Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a
straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if
there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury
constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or
maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury
constant maturity from the redemption date.
If on the third
business day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Issuer shall
calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York
City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity
that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but
there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity
date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United States
Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing
on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall
select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to
par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time.
In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable
United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount)
at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Issuer’s actions
and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
The Indenture contains provisions
to the effect that, in the event of certain tax law changes and other limited circumstances relating to tax matters, the Issuer may redeem
all, but not less than all, of the Securities of this series, upon not less than 10 nor more than 60 days’ notice, at a price equal
to 100% of the principal amount of the Securities plus accrued interest thereon to, but excluding, the date of redemption, which provisions
apply to this Security.
The Issuer will give notice
of any redemption it proposes to make to DTC at least 10 days, but no more than 60 days, before the applicable redemption date, unless
provided otherwise. Any redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent and,
at the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions precedent included
at the Issuer’s discretion shall be satisfied (or waived by the Issuer) (even if more than 60 days after the giving of notice of
redemption) or the redemption date may not occur and such notice may be rescinded if all such conditions precedent included at the Issuer’s
discretion shall not have been satisfied (or waived by the Issuer).
In the event of redemption
of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions
for defeasance at any time of the entire indebtedness on this Security upon compliance by the Issuer with certain conditions set forth
thereon, which provisions apply to this Security.
If an Event of Default with
respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.
The Issuer may, at its
option, at any time and without the consent of the Holders, reopen the Securities of this series and issue additional Securities in
one or more transactions with terms (other than the issuance date and, possibly, first Interest Payment Date, original interest
accrual date and issue price) identical to the Securities of this series. These additional Securities will be deemed to have been
part of the Securities of this series and will provide the Holders of these additional Securities the right to vote together with
Holders of the Securities of this series; provided, however, that if these additional Securities are not fungible with the
Securities of this series for U.S. federal income tax purposes, these additional Securities will have a different CUSIP or other
identifying number.
Any amounts to be paid by
the Issuer or the Guarantor under this Security will be paid without deduction or withholding for any and all present and future taxes,
levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the Relevant
Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision or taxing authority thereof or therein,
unless such withholding or deduction is required by law. The Relevant Taxing Jurisdiction for the Guarantor is the jurisdiction in which
it is resident for tax purposes (presently, the United Kingdom) and for the Issuer is the United States. If any deduction or withholding
for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or
for the account of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision or taxing
authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority)
in respect of any amounts to be paid by the Issuer or the Guarantor under this Security, the Issuer or the Guarantor, as applicable,
will (subject to compliance by the Holder with any administrative requirements) pay such additional amounts (“Additional
Amounts”) as may be necessary in order that the net amounts paid to the Holder after such deduction or withholding,
shall be not less than the amounts to which the Holder was entitled had no such withholding or deduction been required; provided, however,
that neither the Issuer nor the Guarantor shall be required to make any payment of Additional Amounts for or on account of:
(i) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the fact that the Holder (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such
Holder, if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is
or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically
present in, the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or
has had some connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other
than the holding or ownership of this Security or the collection of principal, premium or interest, if any, on, or the enforcement of,
this Security;
(ii) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the fact that, where presentation is required, this Security was presented more than 30 days after the date on which such payment
became due or was provided for, whichever is later;
(iii) any
estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;
(iv) any
present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments
on or in respect of this Security;
(v) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected
but for the failure of the Holder or beneficial owner of this Security to comply with any certification, identification or other reporting
requirements concerning the Holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant
Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute,
regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein
as a condition to relief or exemption from such tax, levy, impost or other governmental charge;
(vi) any
present or future tax, levy, impost or other governmental charge which the Holder would have been able to avoid by authorizing the paying
agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested
by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom;
(vii) any
present or future tax, levy, impost or other governmental charge which is required by Sections 1471 through 1474 (“FATCA”)
of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future U.S. Treasury regulations or
rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA
(an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA,
or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA;
(viii) any
present or future tax, levy, impost or other governmental charge which is imposed or withheld because the Holder of the Security
is (1) considered a 10% shareholder (within the meaning of Sections 871(h)(3) or 881(c)(3) of the Code) of the issuer
of the Security or (2) a controlled foreign corporation related (within the meaning of Section 864(d)(4) of the Code)
to the issuer of the Security;
(ix) any
present or future tax, levy, impost or other governmental charge which is imposed because the Holder (1) is a bank purchasing this
Security in the ordinary course of its lending business or (2) is a bank that is neither (A) buying this Security for investment
purposes only nor (B) buying this Security for resale to a third party that either is not a bank or will hold the Security for investment
purposes only;
(x) any
present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment
under or with respect to this Security to any Holder of this Security that is a fiduciary, partnership or a person other than the sole
beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that
partnership or beneficial owner would not have been entitled to the Additional Amounts or would not have been subject to such tax, levy,
impost or charge had that beneficiary, settlor, member or beneficial owner been the actual Holder of this Security; or
(xi) any
combination of the exceptions listed above in (i) through (x) above,
nor shall Additional
Amounts be paid in the event that the obligation to pay Additional Amounts is the result of the issuance of a Security in definitive
form to a Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and at the time
payment is made Securities in definitive form have not been issued in exchange for the entire principal amount of the Predecessor
Securities.
The Issuer and the Guarantor
will remit the full amount of any taxes withheld to the applicable taxing authorities in accordance with the applicable law. The Issuer
and the Guarantor will also provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of any taxes in
respect of which the Issuer and the Guarantor have paid Additional Amounts. The Issuer and the Guarantor will provide copies of such
documentation to the Holder of this Security upon request.
Any reference in the Indenture
or this Security to principal, premium or interest in respect of this Security will be deemed also to refer to any Additional Amounts
that may be payable with respect to such principal, premium or interest under the obligations referred to herein.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the
Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer,
the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series to waive compliance
by the Issuer and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.
As set forth in, and subject
to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute any proceeding with respect
to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice
of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount
of the Outstanding Securities of this series shall have made written request, and offered indemnity and/or security satisfactory to the
Trustee, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority
in principal of the Outstanding Securities of this series a direction inconsistent with such request and shall have failed to institute
such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder
hereof for the enforcement of payment of the principal (and premium, if any) or any interest on this Security on or after the respective
due dates expressed herein.
No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin
or currency, herein prescribed or to convert this Security as provided in the Indenture.
The Securities of this series
are issuable only in registered form without coupons in denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.
No service charge shall be
made for any registration of transfer or exchange, but the Issuer or the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentation
of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person
in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither
of the Issuer nor the Trustee nor any such agent shall be affected by notice to the contrary.
This Security shall be
governed by and construed in accordance with the laws of the State of New York.
Unless otherwise defined
herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
SCHEDULE OF PRINCIPAL AMOUNT
The initial principal amount of this Security
shall be U.S.$250,000,000. The following decreases/increases in the principal amount of this Security have been made:
Date of
Decrease/
Increase |
|
Decrease
in Principal
Amount |
|
Increase
in
Principal
Amount |
|
Total Principal
Amount Following
such
Decrease/Increase |
|
Notation
Made
by or on
Behalf of
Trustee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit C
THIS SECURITY IS A GLOBAL REGISTERED SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY
MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.
ASTRAZENECA
FINANCE LLC
4.900% Notes due 2031
FULLY AND UNCONDITIONALLY GUARANTEED BY
ASTRAZENECA PLC
CUSIP No. 04636NAM5
ISIN No. US04636NAM56
ASTRAZENECA
FINANCE LLC, a Delaware limited liability company (herein called the “Issuer”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of Five Hundred Million United States Dollars on February 26, 2031 and to pay interest thereon from and
including February 26, 2024 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly
provided for, semiannually in arrears on February 26 and August 26 in each year, commencing August 26, 2024 (each, an “Interest
Payment Date”), at the rate of 4.900% per annum, to, but excluding, the date on which the principal hereof is paid or made available
for payment. Interest will be calculated on the basis of a 360-day year and twelve 30-day months. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture (as defined below), be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date
(as defined below) for such interest which shall be the 15th calendar day preceding such Interest Payment Date (whether or
not such day is a Business Day (as defined below)), as the case may be. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on a subsequent record date (the “Special Record
Date”) for the payment of such defaulted interest to be fixed by the Trustee (which shall not be less than five Business Days
prior to the date of payment of such defaulted interest), notice whereof shall be given to Holders of Securities of this series not less
than 15 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture. Interest to be paid on the maturity date will be payable to the person to whom the principal
will be payable on such date.
Payment of the principal of
(and premium, if any) and any such interest on this Security will be made at the office or agency of the Issuer maintained for that purpose
in New York City, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public
and private debts; provided, however, that at the option of the Issuer payment of interest may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in the Security Register.
Reference is hereby made to
the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual or pdf or other electronic image scan signature of the Trustee created
on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign) of an authorized signatory, this Security shall
not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this
instrument to be duly executed.
Dated: February 26, 2024
|
ASTRAZENECA FINANCE
LLC |
|
|
|
By: |
/s/
David E. White |
|
|
Name: David E. White |
|
|
Title: President, Treasurer and Director |
|
|
|
By: |
/s/ Kevin
Durning |
|
|
Name: Kevin Durning |
|
|
Title: Assistant
Treasurer and Director |
[Signature Page — Global Note]
This is one
of the Securities of the series designated herein and referred to in the within-mentioned Indenture.
Dated: February 26, 2024
|
THE
BANK OF NEW YORK MELLON, as Trustee |
|
|
|
By: |
/s/ Stacey B. Poindexter |
|
|
Stacey B. Poindexter |
|
Title: |
Vice President |
[Signature Page — Global Note]
GUARANTY
For value received, AstraZeneca
PLC, an English public limited company (the “Guarantor,” which term includes any Person as a successor Guarantor under
the Indenture referred to in the Security upon which this Guaranty is endorsed), hereby fully and unconditionally guarantees to the Holder
of the Security upon which this Guaranty is endorsed and to the Trustee on behalf of each such Holder the due and punctual payment of
the principal of, interest on and any additional amounts payable in respect of such Security and the due and punctual payment of the sinking
fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether on the stated maturity
date, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to
therein. In case of the failure of AstraZeneca Finance LLC, a limited liability company organized under the laws of the State of Delaware
(the “Issuer,” which term includes any successor Person under such Indenture), to punctually make any such payment
of principal, interest or additional amounts or any such sinking fund or analogous payment, the Guarantor hereby agrees to cause any such
payment to be made punctually when and as the same shall become due and payable, whether on the stated maturity date or by declaration
of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer. The indebtedness evidenced by this
Guaranty ranks equally and pari passu with all other unsecured and unsubordinated indebtedness of the Guarantor.
The Guarantor hereby agrees
that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity
or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any
waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of such Security or the Trustee or any other
circumstance that may otherwise constitute a legal or equitable discharge of a guarantor. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Issuer, any right to require a proceeding
first against the Issuer, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any
sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guaranty will not be
discharged except by payment in full of the principal of, interest on and additional amounts payable in respect of such Security. This
Guaranty is a guarantee of payment and not of collection.
The Guarantor shall be subrogated
to all rights of the Holder of such Security and the Trustee against the Issuer in respect of any amounts paid to such Holder by the Guarantor
pursuant to the provisions of this Guaranty; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any
payments arising out of or based upon such right of subrogation until the principal of, interest on and additional amounts payable in
respect of all Securities of the same series issued under such Indenture shall have been paid in full.
By executing this Guaranty,
the Guarantor becomes subject to all of the provisions contained in the Indenture applicable to the Guarantor, including without limitation
the provisions of Article XII (“Guaranty”).
No reference herein to such
Indenture and no provision of such Indenture shall alter or impair the guarantees of the Guarantor, which are absolute and unconditional,
of the due and punctual payment of the principal of, interest on and additional amounts payable in respect of, and any sinking fund or
analogous payments with respect to, the Security upon which this Guaranty is endorsed. This Guaranty shall not be valid or obligatory
for any purpose until the certificate of authentication of such Security shall have been manually executed by or on behalf of the Trustee
under such Indenture. All terms used in this Guaranty that are defined in such Indenture shall have the meanings assigned to them in such
Indenture. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York.
IN
WITNESS whereof, the Guarantor has caused this Guaranty to be duly executed this 26th day of February, 2024.
|
ASTRAZENECA PLC |
|
|
|
By: |
/s/
Jonathan Slade |
|
|
Name: Jonathan
Slade |
|
|
Title: Group
Treasurer |
|
|
|
By: |
/s/
Matthew Bowden |
|
|
Name: Matthew
Bowden |
|
|
Title: Deputy
Company Secretary |
[Signature Page — Guaranty of AZ
Finance Notes]
This Security is one of a
duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one
or more series under an Indenture, dated as of May 28, 2021 (herein called the “Indenture” which term shall have
the meaning assigned to it in such instrument), among the Issuer, AstraZeneca PLC, as Guarantor, and The Bank of New York Mellon, as Trustee
(herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture and to the Officers’ Certificate delivered pursuant to Section 2.08 of the Indenture with respect to
this Security for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee
and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security
is one of the series designated on the face hereof, initially limited in aggregate principal amount to U.S.$1,000,000,000.
The Securities of this series
are subject to redemption, as a whole or in part, from time to time, at the election of the Issuer, upon not less than 10 nor more than
60 days’ notice, as follows:
(i) Prior
to December 26, 2030 (2 months prior to the maturity date) (the “Par Call Date”), at a redemption price
(expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
| (1) | (a) the sum of the present
values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Securities
matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate
plus 10 basis points less (b) interest accrued to the date of redemption, and |
| (2) | 100% of the principal amount of the Securities to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption
date. |
(ii) On or after the
Par Call Date, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest
thereon to the redemption date.
“Treasury Rate”
means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.
The Treasury Rate
shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are
posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon
the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by
the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor
designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal”
(or any successor caption or heading). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for
the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining
Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields –
one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury
constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line
basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no
such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity
on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15
shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity
from the redemption date.
If on the third
business day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Issuer shall calculate
the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time,
on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that
is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there
are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date
preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United States Treasury
security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the
Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select
from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based
upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining
the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury
security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New
York City time, of such United States Treasury security, and rounded to three decimal places.
The Issuer’s actions
and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
The Indenture contains provisions
to the effect that, in the event of certain tax law changes and other limited circumstances relating to tax matters, the Issuer may redeem
all, but not less than all, of the Securities of this series, upon not less than 10 nor more than 60 days’ notice, at a price equal
to 100% of the principal amount of the Securities plus accrued interest thereon to, but excluding, the date of redemption, which provisions
apply to this Security.
The Issuer will give notice
of any redemption it proposes to make to DTC at least 10 days, but no more than 60 days, before the applicable redemption date, unless
provided otherwise. Any redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent and,
at the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions precedent included
at the Issuer’s discretion shall be satisfied (or waived by the Issuer) (even if more than 60 days after the giving of notice of
redemption) or the redemption date may not occur and such notice may be rescinded if all such conditions precedent included at the Issuer’s
discretion shall not have been satisfied (or waived by the Issuer).
In the event of redemption
of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions
for defeasance at any time of the entire indebtedness on this Security upon compliance by the Issuer with certain conditions set forth
thereon, which provisions apply to this Security.
If an Event of Default with
respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.
The Issuer may, at its option,
at any time and without the consent of the Holders, reopen the Securities of this series and issue additional Securities in one or more
transactions with terms (other than the issuance date and, possibly, first Interest Payment Date, original interest accrual date and issue
price) identical to the Securities of this series. These additional Securities will be deemed to have been part of the Securities of this
series and will provide the Holders of these additional Securities the right to vote together with Holders of the Securities of this series;
provided, however, that if these additional Securities are not fungible with the Securities of this series for U.S. federal income tax
purposes, these additional Securities will have a different CUSIP or other identifying number.
Any
amounts to be paid by the Issuer or the Guarantor under this Security will be paid without deduction or withholding for any and all present
and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account
of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision or taxing authority thereof
or therein, unless such withholding or deduction is required by law. The Relevant Taxing Jurisdiction for the Guarantor is the jurisdiction
in which it is resident for tax purposes (presently, the United Kingdom) and for the Issuer is the United States. If any deduction or
withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected
by or for the account of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision
or taxing authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing
authority) in respect of any amounts to be paid by the Issuer or the Guarantor under this Security, the Issuer or the Guarantor, as applicable,
will (subject to compliance by the Holder with any administrative requirements) pay such additional amounts (“Additional
Amounts”) as may be necessary in order that the net amounts paid to the Holder after such deduction or withholding, shall
be not less than the amounts to which the Holder was entitled had no such withholding or deduction been required; provided, however, that
neither the Issuer nor the Guarantor shall be required to make any payment of Additional Amounts for or on account of:
(i) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but
for the fact that the Holder (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder,
if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is or has been
engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically present in,
the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or has had some
connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding
or ownership of this Security or the collection of principal, premium or interest, if any, on, or the enforcement of, this Security;
(ii) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but
for the fact that, where presentation is required, this Security was presented more than 30 days after the date on which such payment
became due or was provided for, whichever is later;
(iii) any
estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;
(iv) any
present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments
on or in respect of this Security;
(v) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but
for the failure of the Holder or beneficial owner of this Security to comply with any certification, identification or other reporting
requirements concerning the Holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant
Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute,
regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein
as a condition to relief or exemption from such tax, levy, impost or other governmental charge;
(vi) any
present or future tax, levy, impost or other governmental charge which the Holder would have been able to avoid by authorizing the paying
agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested
by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom;
(vii) any
present or future tax, levy, impost or other governmental charge which is required by Sections 1471 through 1474 (“FATCA”)
of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future U.S. Treasury regulations or rulings
promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA (an “IGA”),
any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S.
Internal Revenue Service under or with respect to FATCA;
(viii) any
present or future tax, levy, impost or other governmental charge which is imposed or withheld because the Holder of the Security
is (1) considered a 10% shareholder (within the meaning of Sections 871(h)(3) or 881(c)(3) of the Code) of the issuer of
the Security or (2) a controlled foreign corporation related (within the meaning of Section 864(d)(4) of the Code) to the
issuer of the Security;
(ix) any
present or future tax, levy, impost or other governmental charge which is imposed because the Holder (1) is a bank purchasing this
Security in the ordinary course of its lending business or (2) is a bank that is neither (A) buying this Security for investment
purposes only nor (B) buying this Security for resale to a third party that either is not a bank or will hold the Security for investment
purposes only;
(x) any
present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment
under or with respect to this Security to any Holder of this Security that is a fiduciary, partnership or a person other than the sole
beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that
partnership or beneficial owner would not have been entitled to the Additional Amounts or would not have been subject to such tax, levy,
impost or charge had that beneficiary, settlor, member or beneficial owner been the actual Holder of this Security; or
(xi) any
combination of the exceptions listed above in (i) through (x) above,
nor shall Additional Amounts
be paid in the event that the obligation to pay Additional Amounts is the result of the issuance of a Security in definitive form to a
Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and at the time payment is
made Securities in definitive form have not been issued in exchange for the entire principal amount of the Predecessor Securities.
The Issuer and the Guarantor
will remit the full amount of any taxes withheld to the applicable taxing authorities in accordance with the applicable law. The Issuer
and the Guarantor will also provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of any taxes in
respect of which the Issuer and the Guarantor have paid Additional Amounts. The Issuer and the Guarantor will provide copies of such documentation
to the Holder of this Security upon request.
Any reference in the Indenture
or this Security to principal, premium or interest in respect of this Security will be deemed also to refer to any Additional Amounts
that may be payable with respect to such principal, premium or interest under the obligations referred to herein.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the
Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer,
the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series to waive compliance
by the Issuer and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.
As set forth in, and subject
to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute any proceeding with respect
to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice
of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of
the Outstanding Securities of this series shall have made written request, and offered indemnity and/or security satisfactory to the Trustee,
to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal
of the Outstanding Securities of this series a direction inconsistent with such request and shall have failed to institute such proceeding
within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal (and premium, if any) or any interest on this Security on or after the respective due dates expressed
herein.
No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin
or currency, herein prescribed or to convert this Security as provided in the Indenture.
The Securities of this series
are issuable only in registered form without coupons in denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.
No service charge shall be
made for any registration of transfer or exchange, but the Issuer or the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentation
of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person
in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither of
the Issuer nor the Trustee nor any such agent shall be affected by notice to the contrary.
This Security shall be
governed by and construed in accordance with the laws of the State of New York.
Unless otherwise defined herein,
all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
SCHEDULE OF PRINCIPAL AMOUNT
The initial principal amount of this Security shall
be U.S.$500,000,000. The following decreases/increases in the principal amount of this Security have been made:
Date of
Decrease/
Increase |
|
Decrease in
Principal
Amount |
|
Increase in
Principal
Amount |
|
Total Principal
Amount Following
such
Decrease/Increase |
|
Notation Made
by or on
Behalf of
Trustee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THIS SECURITY IS A GLOBAL REGISTERED SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY
MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.
ASTRAZENECA
FINANCE LLC
4.900% Notes due 2031
FULLY AND UNCONDITIONALLY GUARANTEED BY
ASTRAZENECA PLC
CUSIP No. 04636NAM5
ISIN No. US04636NAM56
ASTRAZENECA
FINANCE LLC, a Delaware limited liability company (herein called the “Issuer”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of Five Hundred Million United States Dollars on February 26, 2031 and to pay interest thereon from and
including February 26, 2024 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly
provided for, semiannually in arrears on February 26 and August 26 in each year, commencing August 26, 2024 (each, an “Interest
Payment Date”), at the rate of 4.900% per annum, to, but excluding, the date on which the principal hereof is paid or made available
for payment. Interest will be calculated on the basis of a 360-day year and twelve 30-day months. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture (as defined below), be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date
(as defined below) for such interest which shall be the 15th calendar day preceding such Interest Payment Date (whether or
not such day is a Business Day (as defined below)), as the case may be. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on a subsequent record date (the “Special Record
Date”) for the payment of such defaulted interest to be fixed by the Trustee (which shall not be less than five Business Days
prior to the date of payment of such defaulted interest), notice whereof shall be given to Holders of Securities of this series not less
than 15 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture. Interest to be paid on the maturity date will be payable to the person to whom the principal
will be payable on such date.
Payment of the principal of
(and premium, if any) and any such interest on this Security will be made at the office or agency of the Issuer maintained for that purpose
in New York City, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public
and private debts; provided, however, that at the option of the Issuer payment of interest may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in the Security Register.
Reference is hereby made to
the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual or pdf or other electronic image scan signature of the Trustee created
on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign) of an authorized signatory, this Security shall
not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this
instrument to be duly executed.
Dated: February 26, 2024
|
ASTRAZENECA FINANCE
LLC |
|
|
|
By: |
/s/
David E. White |
|
|
Name: David E.
White |
|
|
Title: President,
Treasurer and Director |
|
|
|
By: |
/s/ Kevin Durning |
|
|
Name:
Kevin Durning |
|
|
Title: Assistant Treasurer
and Director |
[Signature Page — Global Note]
This is one
of the Securities of the series designated herein and referred to in the within-mentioned Indenture.
Dated: February 26, 2024
|
THE
BANK OF NEW YORK MELLON, as Trustee |
|
|
|
By: |
/s/
Stacey B. Poindexter |
|
|
Stacey B. Poindexter |
|
Title:
|
Vice President |
[Signature Page — Global Note]
GUARANTY
For value received, AstraZeneca
PLC, an English public limited company (the “Guarantor,” which term includes any Person as a successor Guarantor under
the Indenture referred to in the Security upon which this Guaranty is endorsed), hereby fully and unconditionally guarantees to the Holder
of the Security upon which this Guaranty is endorsed and to the Trustee on behalf of each such Holder the due and punctual payment of
the principal of, interest on and any additional amounts payable in respect of such Security and the due and punctual payment of the sinking
fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether on the stated maturity
date, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to
therein. In case of the failure of AstraZeneca Finance LLC, a limited liability company organized under the laws of the State of Delaware
(the “Issuer,” which term includes any successor Person under such Indenture), to punctually make any such payment
of principal, interest or additional amounts or any such sinking fund or analogous payment, the Guarantor hereby agrees to cause any such
payment to be made punctually when and as the same shall become due and payable, whether on the stated maturity date or by declaration
of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer. The indebtedness evidenced by this
Guaranty ranks equally and pari passu with all other unsecured and unsubordinated indebtedness of the Guarantor.
The Guarantor hereby agrees
that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity
or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any
waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of such Security or the Trustee or any other
circumstance that may otherwise constitute a legal or equitable discharge of a guarantor. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Issuer, any right to require a proceeding
first against the Issuer, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any
sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guaranty will not be
discharged except by payment in full of the principal of, interest on and additional amounts payable in respect of such Security. This
Guaranty is a guarantee of payment and not of collection.
The Guarantor shall be subrogated
to all rights of the Holder of such Security and the Trustee against the Issuer in respect of any amounts paid to such Holder by the Guarantor
pursuant to the provisions of this Guaranty; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any
payments arising out of or based upon such right of subrogation until the principal of, interest on and additional amounts payable in
respect of all Securities of the same series issued under such Indenture shall have been paid in full.
By executing this Guaranty,
the Guarantor becomes subject to all of the provisions contained in the Indenture applicable to the Guarantor, including without limitation
the provisions of Article XII (“Guaranty”).
No reference herein to such
Indenture and no provision of such Indenture shall alter or impair the guarantees of the Guarantor, which are absolute and unconditional,
of the due and punctual payment of the principal of, interest on and additional amounts payable in respect of, and any sinking fund or
analogous payments with respect to, the Security upon which this Guaranty is endorsed. This Guaranty shall not be valid or obligatory
for any purpose until the certificate of authentication of such Security shall have been manually executed by or on behalf of the Trustee
under such Indenture. All terms used in this Guaranty that are defined in such Indenture shall have the meanings assigned to them in such
Indenture. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York.
IN
WITNESS whereof, the Guarantor has caused this Guaranty to be duly executed this 26th day of February, 2024.
|
ASTRAZENECA
PLC |
|
|
|
By: |
/s/
Jonathan Slade |
|
|
Name: Jonathan Slade |
|
|
Title: Group Treasurer |
|
|
|
By: |
/s/
Matthew Bowden |
|
|
Name: Matthew Bowden |
|
|
Title: Deputy Company Secretary |
[Signature Page — Guaranty of AZ
Finance Notes]
This Security is one of a
duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one
or more series under an Indenture, dated as of May 28, 2021 (herein called the “Indenture” which term shall have
the meaning assigned to it in such instrument), among the Issuer, AstraZeneca PLC, as Guarantor, and The Bank of New York Mellon, as Trustee
(herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture and to the Officers’ Certificate delivered pursuant to Section 2.08 of the Indenture with respect to
this Security for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee
and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security
is one of the series designated on the face hereof, initially limited in aggregate principal amount to U.S.$1,000,000,000.
The Securities of this series
are subject to redemption, as a whole or in part, from time to time, at the election of the Issuer, upon not less than 10 nor more than
60 days’ notice, as follows:
(i) Prior
to December 26, 2030 (2 months prior to the maturity date) (the “Par Call Date”), at a redemption price
(expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
| (1) | (a) the sum of the present
values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Securities
matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate
plus 10 basis points less (b) interest accrued to the date of redemption, and |
| (2) | 100% of the principal amount of the Securities to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption
date. |
(ii) On or after the
Par Call Date, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest
thereon to the redemption date.
“Treasury Rate”
means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.
The Treasury Rate
shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are
posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon
the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by
the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor
designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal”
(or any successor caption or heading). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for
the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining
Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields –
one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury
constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line
basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no
such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity
on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15
shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity
from the redemption date.
If on the third
business day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Issuer shall calculate
the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time,
on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that
is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there
are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date
preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United States Treasury
security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the
Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select
from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based
upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining
the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury
security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New
York City time, of such United States Treasury security, and rounded to three decimal places.
The Issuer’s actions
and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
The Indenture contains provisions
to the effect that, in the event of certain tax law changes and other limited circumstances relating to tax matters, the Issuer may redeem
all, but not less than all, of the Securities of this series, upon not less than 10 nor more than 60 days’ notice, at a price equal
to 100% of the principal amount of the Securities plus accrued interest thereon to, but excluding, the date of redemption, which provisions
apply to this Security.
The Issuer will give notice
of any redemption it proposes to make to DTC at least 10 days, but no more than 60 days, before the applicable redemption date, unless
provided otherwise. Any redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent and,
at the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions precedent included
at the Issuer’s discretion shall be satisfied (or waived by the Issuer) (even if more than 60 days after the giving of notice of
redemption) or the redemption date may not occur and such notice may be rescinded if all such conditions precedent included at the Issuer’s
discretion shall not have been satisfied (or waived by the Issuer).
In the event of redemption
of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions
for defeasance at any time of the entire indebtedness on this Security upon compliance by the Issuer with certain conditions set forth
thereon, which provisions apply to this Security.
If an Event of Default with
respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.
The Issuer may, at its option,
at any time and without the consent of the Holders, reopen the Securities of this series and issue additional Securities in one or more
transactions with terms (other than the issuance date and, possibly, first Interest Payment Date, original interest accrual date and issue
price) identical to the Securities of this series. These additional Securities will be deemed to have been part of the Securities of this
series and will provide the Holders of these additional Securities the right to vote together with Holders of the Securities of this series;
provided, however, that if these additional Securities are not fungible with the Securities of this series for U.S. federal income tax
purposes, these additional Securities will have a different CUSIP or other identifying number.
Any
amounts to be paid by the Issuer or the Guarantor under this Security will be paid without deduction or withholding for any and all present
and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account
of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision or taxing authority thereof
or therein, unless such withholding or deduction is required by law. The Relevant Taxing Jurisdiction for the Guarantor is the jurisdiction
in which it is resident for tax purposes (presently, the United Kingdom) and for the Issuer is the United States. If any deduction or
withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected
by or for the account of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision
or taxing authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing
authority) in respect of any amounts to be paid by the Issuer or the Guarantor under this Security, the Issuer or the Guarantor, as applicable,
will (subject to compliance by the Holder with any administrative requirements) pay such additional amounts (“Additional
Amounts”) as may be necessary in order that the net amounts paid to the Holder after such deduction or withholding, shall
be not less than the amounts to which the Holder was entitled had no such withholding or deduction been required; provided, however, that
neither the Issuer nor the Guarantor shall be required to make any payment of Additional Amounts for or on account of:
(i) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but
for the fact that the Holder (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder,
if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is or has been
engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically present in,
the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or has had some
connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding
or ownership of this Security or the collection of principal, premium or interest, if any, on, or the enforcement of, this Security;
(ii) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but
for the fact that, where presentation is required, this Security was presented more than 30 days after the date on which such payment
became due or was provided for, whichever is later;
(iii) any
estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;
(iv) any
present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments
on or in respect of this Security;
(v) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but
for the failure of the Holder or beneficial owner of this Security to comply with any certification, identification or other reporting
requirements concerning the Holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant
Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute,
regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein
as a condition to relief or exemption from such tax, levy, impost or other governmental charge;
(vi) any
present or future tax, levy, impost or other governmental charge which the Holder would have been able to avoid by authorizing the paying
agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested
by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom;
(vii) any
present or future tax, levy, impost or other governmental charge which is required by Sections 1471 through 1474 (“FATCA”)
of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future U.S. Treasury regulations or
rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA
(an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA,
or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA;
(viii) any
present or future tax, levy, impost or other governmental charge which is imposed or withheld because the Holder of the Security
is (1) considered a 10% shareholder (within the meaning of Sections 871(h)(3) or 881(c)(3) of the Code) of the issuer
of the Security or (2) a controlled foreign corporation related (within the meaning of Section 864(d)(4) of the Code)
to the issuer of the Security;
(ix) any
present or future tax, levy, impost or other governmental charge which is imposed because the Holder (1) is a bank purchasing this
Security in the ordinary course of its lending business or (2) is a bank that is neither (A) buying this Security for investment
purposes only nor (B) buying this Security for resale to a third party that either is not a bank or will hold the Security for investment
purposes only;
(x) any
present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment
under or with respect to this Security to any Holder of this Security that is a fiduciary, partnership or a person other than the sole
beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that
partnership or beneficial owner would not have been entitled to the Additional Amounts or would not have been subject to such tax, levy,
impost or charge had that beneficiary, settlor, member or beneficial owner been the actual Holder of this Security; or
(xi) any
combination of the exceptions listed above in (i) through (x) above,
nor shall Additional Amounts
be paid in the event that the obligation to pay Additional Amounts is the result of the issuance of a Security in definitive form to a
Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and at the time payment is
made Securities in definitive form have not been issued in exchange for the entire principal amount of the Predecessor Securities.
The Issuer and the Guarantor
will remit the full amount of any taxes withheld to the applicable taxing authorities in accordance with the applicable law. The Issuer
and the Guarantor will also provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of any taxes in
respect of which the Issuer and the Guarantor have paid Additional Amounts. The Issuer and the Guarantor will provide copies of such documentation
to the Holder of this Security upon request.
Any reference in the Indenture
or this Security to principal, premium or interest in respect of this Security will be deemed also to refer to any Additional Amounts
that may be payable with respect to such principal, premium or interest under the obligations referred to herein.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the
Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer,
the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series to waive compliance
by the Issuer and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.
As set forth in, and subject
to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute any proceeding with respect
to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice
of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of
the Outstanding Securities of this series shall have made written request, and offered indemnity and/or security satisfactory to the Trustee,
to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal
of the Outstanding Securities of this series a direction inconsistent with such request and shall have failed to institute such proceeding
within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal (and premium, if any) or any interest on this Security on or after the respective due dates expressed
herein.
No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin
or currency, herein prescribed or to convert this Security as provided in the Indenture.
The Securities of this series
are issuable only in registered form without coupons in denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.
No service charge shall be
made for any registration of transfer or exchange, but the Issuer or the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentation
of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person
in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither of
the Issuer nor the Trustee nor any such agent shall be affected by notice to the contrary.
This Security shall be
governed by and construed in accordance with the laws of the State of New York.
Unless otherwise defined herein,
all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
SCHEDULE OF PRINCIPAL AMOUNT
The initial principal amount of this Security shall
be U.S.$500,000,000. The following decreases/increases in the principal amount of this Security have been made:
Date of
Decrease/
Increase |
|
Decrease in
Principal
Amount |
|
Increase in
Principal
Amount |
|
Total Principal
Amount Following
such
Decrease/Increase |
|
Notation Made
by or on
Behalf of
Trustee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit D
THIS SECURITY IS A GLOBAL REGISTERED SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY
MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.
ASTRAZENECA FINANCE LLC
5.000% Notes due 2034
FULLY AND UNCONDITIONALLY GUARANTEED BY
ASTRAZENECA PLC
CUSIP No. 04636NAN3
ISIN No. US04636NAN30
ASTRAZENECA FINANCE LLC, a
Delaware limited liability company (herein called the “Issuer”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal
sum of Five Hundred Million United States Dollars on February 26, 2034 and to pay interest thereon from and including February 26,
2024 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semiannually
in arrears on February 26 and August 26 in each year, commencing August 26, 2024 (each, an “Interest Payment Date”),
at the rate of 5.000% per annum, to, but excluding, the date on which the principal hereof is paid or made available for payment. Interest
will be calculated on the basis of a 360-day year and twelve 30-day months. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture (as defined below), be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date (as defined below) for such
interest which shall be the 15th calendar day preceding such Interest Payment Date (whether or not such day is a Business Day
(as defined below)), as the case may be. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a subsequent record date (the “Special Record Date”) for the
payment of such defaulted interest to be fixed by the Trustee (which shall not be less than five Business Days prior to the date of payment
of such defaulted interest), notice whereof shall be given to Holders of Securities of this series not less than 15 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided
in said Indenture. Interest to be paid on the maturity date will be payable to the person to whom the principal will be payable on such
date.
Payment of the principal of
(and premium, if any) and any such interest on this Security will be made at the office or agency of the Issuer maintained for that purpose
in New York City, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public
and private debts; provided, however, that at the option of the Issuer payment of interest may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in the Security Register.
Reference is hereby made to
the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual or pdf or other electronic image scan signature of the Trustee created
on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign) of an authorized signatory, this Security shall
not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this
instrument to be duly executed.
Dated: February 26, 2024
|
ASTRAZENECA FINANCE
LLC |
|
|
|
By: |
/s/
David E. White |
|
|
Name: David
E. White |
|
|
Title: President,
Treasurer and Director |
|
|
|
By: |
/s/ Kevin
Durning |
|
|
Name: Kevin
Durning |
|
|
Title: Assistant
Treasurer and Director |
[Signature Page — Global Note]
This is one
of the Securities of the series designated herein and referred to in the within-mentioned Indenture.
Dated: February 26, 2024
|
THE
BANK OF NEW YORK MELLON, as Trustee |
|
|
|
By: |
/s/
Stacey B. Poindexter |
|
|
Stacey
B. Poindexter |
|
Title: |
Vice President |
[Signature Page — Global Note]
GUARANTY
For value received, AstraZeneca
PLC, an English public limited company (the “Guarantor,” which term includes any Person as a successor Guarantor under
the Indenture referred to in the Security upon which this Guaranty is endorsed), hereby fully and unconditionally guarantees to the Holder
of the Security upon which this Guaranty is endorsed and to the Trustee on behalf of each such Holder the due and punctual payment of
the principal of, interest on and any additional amounts payable in respect of such Security and the due and punctual payment of the sinking
fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether on the stated maturity
date, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to
therein. In case of the failure of AstraZeneca Finance LLC, a limited liability company organized under the laws of the State of Delaware
(the “Issuer,” which term includes any successor Person under such Indenture), to punctually make any such payment
of principal, interest or additional amounts or any such sinking fund or analogous payment, the Guarantor hereby agrees to cause any such
payment to be made punctually when and as the same shall become due and payable, whether on the stated maturity date or by declaration
of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer. The indebtedness evidenced by this
Guaranty ranks equally and pari passu with all other unsecured and unsubordinated indebtedness of the Guarantor.
The Guarantor hereby agrees
that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity
or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any
waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of such Security or the Trustee or any other
circumstance that may otherwise constitute a legal or equitable discharge of a guarantor. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Issuer, any right to require a proceeding
first against the Issuer, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any
sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guaranty will not be
discharged except by payment in full of the principal of, interest on and additional amounts payable in respect of such Security. This
Guaranty is a guarantee of payment and not of collection.
The Guarantor shall be subrogated
to all rights of the Holder of such Security and the Trustee against the Issuer in respect of any amounts paid to such Holder by the Guarantor
pursuant to the provisions of this Guaranty; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any
payments arising out of or based upon such right of subrogation until the principal of, interest on and additional amounts payable in
respect of all Securities of the same series issued under such Indenture shall have been paid in full.
By executing this Guaranty,
the Guarantor becomes subject to all of the provisions contained in the Indenture applicable to the Guarantor, including without limitation
the provisions of Article XII (“Guaranty”).
No reference herein to such
Indenture and no provision of such Indenture shall alter or impair the guarantees of the Guarantor, which are absolute and unconditional,
of the due and punctual payment of the principal of, interest on and additional amounts payable in respect of, and any sinking fund or
analogous payments with respect to, the Security upon which this Guaranty is endorsed. This Guaranty shall not be valid or obligatory
for any purpose until the certificate of authentication of such Security shall have been manually executed by or on behalf of the Trustee
under such Indenture. All terms used in this Guaranty that are defined in such Indenture shall have the meanings assigned to them in such
Indenture. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York.
IN WITNESS whereof, the Guarantor
has caused this Guaranty to be duly executed this 26th day of February, 2024.
|
ASTRAZENECA
PLC |
|
|
|
By: |
/s/
Jonathan Slade |
|
|
Name: Jonathan
Slade |
|
|
Title: Group
Treasurer |
|
|
|
By: |
/s/
Matthew Bowden |
|
|
Name: Matthew
Bowden |
|
|
Title: Deputy
Company Secretary |
[Signature Page — Guaranty of AZ
Finance Notes]
This Security is one of a
duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one
or more series under an Indenture, dated as of May 28, 2021 (herein called the “Indenture” which term shall have
the meaning assigned to it in such instrument), among the Issuer, AstraZeneca PLC, as Guarantor, and The Bank of New York Mellon, as Trustee
(herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture and to the Officers’ Certificate delivered pursuant to Section 2.08 of the Indenture with respect to
this Security for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee
and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security
is one of the series designated on the face hereof, initially limited in aggregate principal amount to U.S.$1,500,000,000.
The Securities of this series
are subject to redemption, as a whole or in part, from time to time, at the election of the Issuer, upon not less than 10 nor more than
60 days’ notice, as follows:
(i) Prior to November 26,
2033 (3 months prior to the maturity date) (the “Par Call Date”), at a redemption price (expressed as a percentage
of principal amount and rounded to three decimal places) equal to the greater of:
| (1) | (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption,
and |
| (2) | 100% of the principal amount of the Securities to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption
date. |
(ii) On or after the
Par Call Date, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest
thereon to the redemption date.
“Treasury Rate”
means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.
The Treasury Rate
shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are
posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon
the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by
the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor
designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal”
(or any successor caption or heading). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for
the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining
Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields –
one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury
constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line
basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no
such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity
on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15
shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity
from the redemption date.
If on the third
business day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Issuer shall calculate
the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time,
on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that
is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there
are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date
preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United States Treasury
security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the
Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select
from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based
upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining
the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury
security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New
York City time, of such United States Treasury security, and rounded to three decimal places.
The Issuer’s actions
and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
The Indenture contains provisions
to the effect that, in the event of certain tax law changes and other limited circumstances relating to tax matters, the Issuer may redeem
all, but not less than all, of the Securities of this series, upon not less than 10 nor more than 60 days’ notice, at a price equal
to 100% of the principal amount of the Securities plus accrued interest thereon to, but excluding, the date of redemption, which provisions
apply to this Security.
The Issuer will give notice
of any redemption it proposes to make to DTC at least 10 days, but no more than 60 days, before the applicable redemption date, unless
provided otherwise. Any redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent and,
at the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions precedent included
at the Issuer’s discretion shall be satisfied (or waived by the Issuer) (even if more than 60 days after the giving of notice of
redemption) or the redemption date may not occur and such notice may be rescinded if all such conditions precedent included at the Issuer’s
discretion shall not have been satisfied (or waived by the Issuer).
In the event of redemption
of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions
for defeasance at any time of the entire indebtedness on this Security upon compliance by the Issuer with certain conditions set forth
thereon, which provisions apply to this Security.
If an Event of Default with
respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.
The Issuer may, at its option,
at any time and without the consent of the Holders, reopen the Securities of this series and issue additional Securities in one or more
transactions with terms (other than the issuance date and, possibly, first Interest Payment Date, original interest accrual date and issue
price) identical to the Securities of this series. These additional Securities will be deemed to have been part of the Securities of this
series and will provide the Holders of these additional Securities the right to vote together with Holders of the Securities of this series;
provided, however, that if these additional Securities are not fungible with the Securities of this series for U.S. federal income tax
purposes, these additional Securities will have a different CUSIP or other identifying number.
Any amounts to be paid by
the Issuer or the Guarantor under this Security will be paid without deduction or withholding for any and all present and future taxes,
levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the Relevant
Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision or taxing authority thereof or therein,
unless such withholding or deduction is required by law. The Relevant Taxing Jurisdiction for the Guarantor is the jurisdiction in which
it is resident for tax purposes (presently, the United Kingdom) and for the Issuer is the United States. If any deduction or withholding
for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or
for the account of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision or taxing
authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority)
in respect of any amounts to be paid by the Issuer or the Guarantor under this Security, the Issuer or the Guarantor, as applicable, will
(subject to compliance by the Holder with any administrative requirements) pay such additional amounts (“Additional
Amounts”) as may be necessary in order that the net amounts paid to the Holder after such deduction or withholding, shall
be not less than the amounts to which the Holder was entitled had no such withholding or deduction been required; provided, however, that
neither the Issuer nor the Guarantor shall be required to make any payment of Additional Amounts for or on account of:
(i) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but
for the fact that the Holder (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder,
if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is or has been
engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically present in,
the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or has had some
connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding
or ownership of this Security or the collection of principal, premium or interest, if any, on, or the enforcement of, this Security;
(ii) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but
for the fact that, where presentation is required, this Security was presented more than 30 days after the date on which such payment
became due or was provided for, whichever is later;
(iii) any
estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;
(iv) any
present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments
on or in respect of this Security;
(v) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but
for the failure of the Holder or beneficial owner of this Security to comply with any certification, identification or other reporting
requirements concerning the Holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant
Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute,
regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein
as a condition to relief or exemption from such tax, levy, impost or other governmental charge;
(vi) any
present or future tax, levy, impost or other governmental charge which the Holder would have been able to avoid by authorizing the paying
agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested
by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom;
(vii) any
present or future tax, levy, impost or other governmental charge which is required by Sections 1471 through 1474 (“FATCA”)
of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future U.S. Treasury regulations or
rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA
(an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA,
or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA;
(viii) any
present or future tax, levy, impost or other governmental charge which is imposed or withheld because the Holder of the Security
is (1) considered a 10% shareholder (within the meaning of Sections 871(h)(3) or 881(c)(3) of the Code) of the issuer
of the Security or (2) a controlled foreign corporation related (within the meaning of Section 864(d)(4) of the Code)
to the issuer of the Security;
(ix) any
present or future tax, levy, impost or other governmental charge which is imposed because the Holder (1) is a bank purchasing this
Security in the ordinary course of its lending business or (2) is a bank that is neither (A) buying this Security for investment
purposes only nor (B) buying this Security for resale to a third party that either is not a bank or will hold the Security for investment
purposes only;
(x) any
present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment
under or with respect to this Security to any Holder of this Security that is a fiduciary, partnership or a person other than the sole
beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that
partnership or beneficial owner would not have been entitled to the Additional Amounts or would not have been subject to such tax, levy,
impost or charge had that beneficiary, settlor, member or beneficial owner been the actual Holder of this Security; or
(xi) any
combination of the exceptions listed above in (i) through (x) above,
nor shall Additional Amounts
be paid in the event that the obligation to pay Additional Amounts is the result of the issuance of a Security in definitive form to a
Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and at the time payment is
made Securities in definitive form have not been issued in exchange for the entire principal amount of the Predecessor Securities.
The Issuer and the Guarantor
will remit the full amount of any taxes withheld to the applicable taxing authorities in accordance with the applicable law. The Issuer
and the Guarantor will also provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of any taxes in
respect of which the Issuer and the Guarantor have paid Additional Amounts. The Issuer and the Guarantor will provide copies of such documentation
to the Holder of this Security upon request.
Any reference in the Indenture
or this Security to principal, premium or interest in respect of this Security will be deemed also to refer to any Additional Amounts
that may be payable with respect to such principal, premium or interest under the obligations referred to herein.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the
Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer,
the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series to waive compliance
by the Issuer and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.
As set forth in, and subject
to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute any proceeding with respect
to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice
of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of
the Outstanding Securities of this series shall have made written request, and offered indemnity and/or security satisfactory to the Trustee,
to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal
of the Outstanding Securities of this series a direction inconsistent with such request and shall have failed to institute such proceeding
within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal (and premium, if any) or any interest on this Security on or after the respective due dates expressed
herein.
No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin
or currency, herein prescribed or to convert this Security as provided in the Indenture.
The Securities of this series
are issuable only in registered form without coupons in denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.
No service charge shall be
made for any registration of transfer or exchange, but the Issuer or the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentation
of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person
in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither of
the Issuer nor the Trustee nor any such agent shall be affected by notice to the contrary.
This Security shall be
governed by and construed in accordance with the laws of the State of New York.
Unless otherwise defined herein,
all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
SCHEDULE OF PRINCIPAL AMOUNT
The initial principal amount of this Security shall
be U.S.$500,000,000. The following decreases/increases in the principal amount of this Security have been made:
Date of
Decrease/
Increase |
|
Decrease in
Principal
Amount |
|
Increase in
Principal
Amount |
|
Total Principal
Amount Following
such
Decrease/Increase |
|
Notation Made
by or on
Behalf of
Trustee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THIS SECURITY IS A GLOBAL REGISTERED SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY
MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.
ASTRAZENECA FINANCE LLC
5.000% Notes due 2034
FULLY AND UNCONDITIONALLY GUARANTEED BY
ASTRAZENECA PLC
CUSIP No. 04636NAN3
ISIN No. US04636NAN30
ASTRAZENECA FINANCE LLC, a
Delaware limited liability company (herein called the “Issuer”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal
sum of Five Hundred Million United States Dollars on February 26, 2034 and to pay interest thereon from and including February 26,
2024 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semiannually
in arrears on February 26 and August 26 in each year, commencing August 26, 2024 (each, an “Interest Payment Date”),
at the rate of 5.000% per annum, to, but excluding, the date on which the principal hereof is paid or made available for payment. Interest
will be calculated on the basis of a 360-day year and twelve 30-day months. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture (as defined below), be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date (as defined below) for such
interest which shall be the 15th calendar day preceding such Interest Payment Date (whether or not such day is a Business Day
(as defined below)), as the case may be. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a subsequent record date (the “Special Record Date”) for the
payment of such defaulted interest to be fixed by the Trustee (which shall not be less than five Business Days prior to the date of payment
of such defaulted interest), notice whereof shall be given to Holders of Securities of this series not less than 15 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided
in said Indenture. Interest to be paid on the maturity date will be payable to the person to whom the principal will be payable on such
date.
Payment of the principal of
(and premium, if any) and any such interest on this Security will be made at the office or agency of the Issuer maintained for that purpose
in New York City, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public
and private debts; provided, however, that at the option of the Issuer payment of interest may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in the Security Register.
Reference is hereby made to
the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual or pdf or other electronic image scan signature of the Trustee created
on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign) of an authorized signatory, this Security shall
not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this
instrument to be duly executed.
Dated: February 26, 2024
|
ASTRAZENECA
FINANCE LLC |
|
|
|
By: |
/s/
David E. White |
|
|
Name: David
E. White |
|
|
Title: President,
Treasurer and Director |
|
|
|
By: |
/s/
Kevin Durning |
|
|
Name: Kevin
Durning |
|
|
Title: Assistant
Treasurer and Director |
[Signature Page — Global Note]
This is one
of the Securities of the series designated herein and referred to in the within-mentioned Indenture.
Dated: February 26, 2024
|
THE
BANK OF NEW YORK MELLON, as Trustee |
|
|
|
By: |
/s/
Stacey B. Poindexter |
|
|
Stacey
B. Poindexter |
|
Title: |
Vice
President |
[Signature Page — Global Note]
GUARANTY
For value received, AstraZeneca
PLC, an English public limited company (the “Guarantor,” which term includes any Person as a successor Guarantor under
the Indenture referred to in the Security upon which this Guaranty is endorsed), hereby fully and unconditionally guarantees to the Holder
of the Security upon which this Guaranty is endorsed and to the Trustee on behalf of each such Holder the due and punctual payment of
the principal of, interest on and any additional amounts payable in respect of such Security and the due and punctual payment of the sinking
fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether on the stated maturity
date, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to
therein. In case of the failure of AstraZeneca Finance LLC, a limited liability company organized under the laws of the State of Delaware
(the “Issuer,” which term includes any successor Person under such Indenture), to punctually make any such payment
of principal, interest or additional amounts or any such sinking fund or analogous payment, the Guarantor hereby agrees to cause any such
payment to be made punctually when and as the same shall become due and payable, whether on the stated maturity date or by declaration
of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer. The indebtedness evidenced by this
Guaranty ranks equally and pari passu with all other unsecured and unsubordinated indebtedness of the Guarantor.
The Guarantor hereby agrees
that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity
or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any
waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of such Security or the Trustee or any other
circumstance that may otherwise constitute a legal or equitable discharge of a guarantor. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Issuer, any right to require a proceeding
first against the Issuer, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any
sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guaranty will not be
discharged except by payment in full of the principal of, interest on and additional amounts payable in respect of such Security. This
Guaranty is a guarantee of payment and not of collection.
The Guarantor shall be subrogated
to all rights of the Holder of such Security and the Trustee against the Issuer in respect of any amounts paid to such Holder by the Guarantor
pursuant to the provisions of this Guaranty; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any
payments arising out of or based upon such right of subrogation until the principal of, interest on and additional amounts payable in
respect of all Securities of the same series issued under such Indenture shall have been paid in full.
By executing this Guaranty,
the Guarantor becomes subject to all of the provisions contained in the Indenture applicable to the Guarantor, including without limitation
the provisions of Article XII (“Guaranty”).
No reference herein to such
Indenture and no provision of such Indenture shall alter or impair the guarantees of the Guarantor, which are absolute and unconditional,
of the due and punctual payment of the principal of, interest on and additional amounts payable in respect of, and any sinking fund or
analogous payments with respect to, the Security upon which this Guaranty is endorsed. This Guaranty shall not be valid or obligatory
for any purpose until the certificate of authentication of such Security shall have been manually executed by or on behalf of the Trustee
under such Indenture. All terms used in this Guaranty that are defined in such Indenture shall have the meanings assigned to them in such
Indenture. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York.
IN WITNESS whereof, the Guarantor
has caused this Guaranty to be duly executed this 26th day of February, 2024.
|
ASTRAZENECA
PLC |
|
|
|
By: |
/s/
Jonathan Slade |
|
|
Name: Jonathan
Slade |
|
|
Title: Group
Treasurer |
|
|
|
By: |
/s/
Matthew Bowden |
|
|
Name: Matthew
Bowden |
|
|
Title: Deputy
Company Secretary |
[Signature Page — Guaranty of AZ
Finance Notes]
This Security is one of a
duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one
or more series under an Indenture, dated as of May 28, 2021 (herein called the “Indenture” which term shall have
the meaning assigned to it in such instrument), among the Issuer, AstraZeneca PLC, as Guarantor, and The Bank of New York Mellon, as Trustee
(herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture and to the Officers’ Certificate delivered pursuant to Section 2.08 of the Indenture with respect to
this Security for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee
and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security
is one of the series designated on the face hereof, initially limited in aggregate principal amount to U.S.$1,500,000,000.
The Securities of this series
are subject to redemption, as a whole or in part, from time to time, at the election of the Issuer, upon not less than 10 nor more than
60 days’ notice, as follows:
(i) Prior to November 26,
2033 (3 months prior to the maturity date) (the “Par Call Date”), at a redemption price (expressed as a percentage
of principal amount and rounded to three decimal places) equal to the greater of:
| (1) | (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption,
and |
| (2) | 100% of the principal amount of the Securities to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption
date. |
(ii) On or after the
Par Call Date, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest
thereon to the redemption date.
“Treasury Rate”
means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.
The Treasury Rate
shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are
posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon
the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by
the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor
designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal”
(or any successor caption or heading). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for
the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining
Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields –
one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury
constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line
basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no
such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity
on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15
shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity
from the redemption date.
If on the third
business day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Issuer shall calculate
the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time,
on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that
is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there
are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date
preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United States Treasury
security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the
Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select
from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based
upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining
the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury
security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New
York City time, of such United States Treasury security, and rounded to three decimal places.
The Issuer’s actions
and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
The Indenture contains provisions
to the effect that, in the event of certain tax law changes and other limited circumstances relating to tax matters, the Issuer may redeem
all, but not less than all, of the Securities of this series, upon not less than 10 nor more than 60 days’ notice, at a price equal
to 100% of the principal amount of the Securities plus accrued interest thereon to, but excluding, the date of redemption, which provisions
apply to this Security.
The Issuer will give notice
of any redemption it proposes to make to DTC at least 10 days, but no more than 60 days, before the applicable redemption date, unless
provided otherwise. Any redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent and,
at the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions precedent included
at the Issuer’s discretion shall be satisfied (or waived by the Issuer) (even if more than 60 days after the giving of notice of
redemption) or the redemption date may not occur and such notice may be rescinded if all such conditions precedent included at the Issuer’s
discretion shall not have been satisfied (or waived by the Issuer).
In the event of redemption
of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions
for defeasance at any time of the entire indebtedness on this Security upon compliance by the Issuer with certain conditions set forth
thereon, which provisions apply to this Security.
If an Event of Default with
respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.
The Issuer may, at its option,
at any time and without the consent of the Holders, reopen the Securities of this series and issue additional Securities in one or more
transactions with terms (other than the issuance date and, possibly, first Interest Payment Date, original interest accrual date and issue
price) identical to the Securities of this series. These additional Securities will be deemed to have been part of the Securities of this
series and will provide the Holders of these additional Securities the right to vote together with Holders of the Securities of this series;
provided, however, that if these additional Securities are not fungible with the Securities of this series for U.S. federal income tax
purposes, these additional Securities will have a different CUSIP or other identifying number.
Any amounts to be paid by
the Issuer or the Guarantor under this Security will be paid without deduction or withholding for any and all present and future taxes,
levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the Relevant
Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision or taxing authority thereof or therein,
unless such withholding or deduction is required by law. The Relevant Taxing Jurisdiction for the Guarantor is the jurisdiction in which
it is resident for tax purposes (presently, the United Kingdom) and for the Issuer is the United States. If any deduction or withholding
for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or
for the account of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision or taxing
authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority)
in respect of any amounts to be paid by the Issuer or the Guarantor under this Security, the Issuer or the Guarantor, as applicable, will
(subject to compliance by the Holder with any administrative requirements) pay such additional amounts (“Additional
Amounts”) as may be necessary in order that the net amounts paid to the Holder after such deduction or withholding, shall
be not less than the amounts to which the Holder was entitled had no such withholding or deduction been required; provided, however, that
neither the Issuer nor the Guarantor shall be required to make any payment of Additional Amounts for or on account of:
(i) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but
for the fact that the Holder (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder,
if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is or has been
engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically present in,
the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or has had some
connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding
or ownership of this Security or the collection of principal, premium or interest, if any, on, or the enforcement of, this Security;
(ii) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but
for the fact that, where presentation is required, this Security was presented more than 30 days after the date on which such payment
became due or was provided for, whichever is later;
(iii) any
estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;
(iv) any
present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments
on or in respect of this Security;
(v) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but
for the failure of the Holder or beneficial owner of this Security to comply with any certification, identification or other reporting
requirements concerning the Holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant
Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute,
regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein
as a condition to relief or exemption from such tax, levy, impost or other governmental charge;
(vi) any
present or future tax, levy, impost or other governmental charge which the Holder would have been able to avoid by authorizing the paying
agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested
by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom;
(vii) any
present or future tax, levy, impost or other governmental charge which is required by Sections 1471 through 1474 (“FATCA”)
of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future U.S. Treasury regulations or rulings
promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA (an “IGA”),
any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S.
Internal Revenue Service under or with respect to FATCA;
(viii) any
present or future tax, levy, impost or other governmental charge which is imposed or withheld because the Holder of the Security
is (1) considered a 10% shareholder (within the meaning of Sections 871(h)(3) or 881(c)(3) of the Code) of the issuer of
the Security or (2) a controlled foreign corporation related (within the meaning of Section 864(d)(4) of the Code) to the
issuer of the Security;
(ix) any
present or future tax, levy, impost or other governmental charge which is imposed because the Holder (1) is a bank purchasing this
Security in the ordinary course of its lending business or (2) is a bank that is neither (A) buying this Security for investment
purposes only nor (B) buying this Security for resale to a third party that either is not a bank or will hold the Security for investment
purposes only;
(x) any
present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment
under or with respect to this Security to any Holder of this Security that is a fiduciary, partnership or a person other than the sole
beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that
partnership or beneficial owner would not have been entitled to the Additional Amounts or would not have been subject to such tax, levy,
impost or charge had that beneficiary, settlor, member or beneficial owner been the actual Holder of this Security; or
(xi) any
combination of the exceptions listed above in (i) through (x) above,
nor shall Additional Amounts
be paid in the event that the obligation to pay Additional Amounts is the result of the issuance of a Security in definitive form to a
Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and at the time payment is
made Securities in definitive form have not been issued in exchange for the entire principal amount of the Predecessor Securities.
The Issuer and the Guarantor
will remit the full amount of any taxes withheld to the applicable taxing authorities in accordance with the applicable law. The Issuer
and the Guarantor will also provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of any taxes in
respect of which the Issuer and the Guarantor have paid Additional Amounts. The Issuer and the Guarantor will provide copies of such documentation
to the Holder of this Security upon request.
Any reference in the Indenture
or this Security to principal, premium or interest in respect of this Security will be deemed also to refer to any Additional Amounts
that may be payable with respect to such principal, premium or interest under the obligations referred to herein.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the
Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer,
the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series to waive compliance
by the Issuer and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.
As set forth in, and subject
to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute any proceeding with respect
to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice
of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of
the Outstanding Securities of this series shall have made written request, and offered indemnity and/or security satisfactory to the Trustee,
to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal
of the Outstanding Securities of this series a direction inconsistent with such request and shall have failed to institute such proceeding
within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal (and premium, if any) or any interest on this Security on or after the respective due dates expressed
herein.
No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin
or currency, herein prescribed or to convert this Security as provided in the Indenture.
The Securities of this series
are issuable only in registered form without coupons in denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.
No service charge shall be
made for any registration of transfer or exchange, but the Issuer or the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentation
of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person
in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither of
the Issuer nor the Trustee nor any such agent shall be affected by notice to the contrary.
This Security shall be
governed by and construed in accordance with the laws of the State of New York.
Unless otherwise defined herein,
all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
SCHEDULE OF PRINCIPAL AMOUNT
The initial principal amount of this Security shall
be U.S.$500,000,000. The following decreases/increases in the principal amount of this Security have been made:
Date of
Decrease/
Increase |
|
Decrease in
Principal
Amount |
|
Increase in
Principal
Amount |
|
Total Principal
Amount Following
such
Decrease/Increase |
|
Notation Made
by or on
Behalf of
Trustee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THIS SECURITY IS A GLOBAL REGISTERED SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY
MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.
ASTRAZENECA FINANCE LLC
5.000% Notes due 2034
FULLY AND UNCONDITIONALLY GUARANTEED BY
ASTRAZENECA PLC
CUSIP No. 04636NAN3
ISIN No. US04636NAN30
ASTRAZENECA FINANCE LLC, a
Delaware limited liability company (herein called the “Issuer”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal
sum of Five Hundred Million United States Dollars on February 26, 2034 and to pay interest thereon from and including February 26,
2024 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semiannually
in arrears on February 26 and August 26 in each year, commencing August 26, 2024 (each, an “Interest Payment Date”),
at the rate of 5.000% per annum, to, but excluding, the date on which the principal hereof is paid or made available for payment. Interest
will be calculated on the basis of a 360-day year and twelve 30-day months. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture (as defined below), be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date (as defined below) for such
interest which shall be the 15th calendar day preceding such Interest Payment Date (whether or not such day is a Business Day
(as defined below)), as the case may be. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a subsequent record date (the “Special Record Date”) for the
payment of such defaulted interest to be fixed by the Trustee (which shall not be less than five Business Days prior to the date of payment
of such defaulted interest), notice whereof shall be given to Holders of Securities of this series not less than 15 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided
in said Indenture. Interest to be paid on the maturity date will be payable to the person to whom the principal will be payable on such
date.
Payment of the principal of
(and premium, if any) and any such interest on this Security will be made at the office or agency of the Issuer maintained for that purpose
in New York City, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public
and private debts; provided, however, that at the option of the Issuer payment of interest may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in the Security Register.
Reference is hereby made to
the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual or pdf or other electronic image scan signature of the Trustee created
on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign) of an authorized signatory, this Security shall
not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this
instrument to be duly executed.
Dated: February 26, 2024
|
ASTRAZENECA
FINANCE LLC |
|
|
|
By: |
/s/
David E. White |
|
|
Name:
David E. White |
|
|
Title: President,
Treasurer and Director |
|
|
|
By: |
/s/
Kevin Durning |
|
|
Name: Kevin
Durning |
|
|
Title: Assistant
Treasurer and Director |
[Signature Page — Global Note]
This is one
of the Securities of the series designated herein and referred to in the within-mentioned Indenture.
Dated: February 26, 2024
|
THE
BANK OF NEW YORK MELLON, as Trustee |
|
|
|
By: |
/s/
Stacey B. Poindexter |
|
|
Stacey
B. Poindexter |
|
Title: |
Vice
President |
[Signature Page — Global Note]
GUARANTY
For value received, AstraZeneca
PLC, an English public limited company (the “Guarantor,” which term includes any Person as a successor Guarantor under
the Indenture referred to in the Security upon which this Guaranty is endorsed), hereby fully and unconditionally guarantees to the Holder
of the Security upon which this Guaranty is endorsed and to the Trustee on behalf of each such Holder the due and punctual payment of
the principal of, interest on and any additional amounts payable in respect of such Security and the due and punctual payment of the sinking
fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether on the stated maturity
date, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to
therein. In case of the failure of AstraZeneca Finance LLC, a limited liability company organized under the laws of the State of Delaware
(the “Issuer,” which term includes any successor Person under such Indenture), to punctually make any such payment
of principal, interest or additional amounts or any such sinking fund or analogous payment, the Guarantor hereby agrees to cause any such
payment to be made punctually when and as the same shall become due and payable, whether on the stated maturity date or by declaration
of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer. The indebtedness evidenced by this
Guaranty ranks equally and pari passu with all other unsecured and unsubordinated indebtedness of the Guarantor.
The Guarantor hereby agrees
that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity
or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any
waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of such Security or the Trustee or any other
circumstance that may otherwise constitute a legal or equitable discharge of a guarantor. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Issuer, any right to require a proceeding
first against the Issuer, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any
sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guaranty will not be
discharged except by payment in full of the principal of, interest on and additional amounts payable in respect of such Security. This
Guaranty is a guarantee of payment and not of collection.
The Guarantor shall be subrogated
to all rights of the Holder of such Security and the Trustee against the Issuer in respect of any amounts paid to such Holder by the Guarantor
pursuant to the provisions of this Guaranty; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any
payments arising out of or based upon such right of subrogation until the principal of, interest on and additional amounts payable in
respect of all Securities of the same series issued under such Indenture shall have been paid in full.
By executing this Guaranty,
the Guarantor becomes subject to all of the provisions contained in the Indenture applicable to the Guarantor, including without limitation
the provisions of Article XII (“Guaranty”).
No reference herein to such
Indenture and no provision of such Indenture shall alter or impair the guarantees of the Guarantor, which are absolute and unconditional,
of the due and punctual payment of the principal of, interest on and additional amounts payable in respect of, and any sinking fund or
analogous payments with respect to, the Security upon which this Guaranty is endorsed. This Guaranty shall not be valid or obligatory
for any purpose until the certificate of authentication of such Security shall have been manually executed by or on behalf of the Trustee
under such Indenture. All terms used in this Guaranty that are defined in such Indenture shall have the meanings assigned to them in such
Indenture. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York.
IN WITNESS whereof, the Guarantor
has caused this Guaranty to be duly executed this 26th day of February, 2024.
|
ASTRAZENECA
PLC |
|
|
|
By: |
/s/
Jonathan Slade |
|
|
Name: Jonathan
Slade |
|
|
Title: Group
Treasurer |
|
|
|
By: |
/s/
Matthew Bowden |
|
|
Name: Matthew
Bowden |
|
|
Title: Deputy
Company Secretary |
[Signature Page — Guaranty of AZ
Finance Notes]
This Security is one of a
duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one
or more series under an Indenture, dated as of May 28, 2021 (herein called the “Indenture” which term shall have
the meaning assigned to it in such instrument), among the Issuer, AstraZeneca PLC, as Guarantor, and The Bank of New York Mellon, as Trustee
(herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture and to the Officers’ Certificate delivered pursuant to Section 2.08 of the Indenture with respect to
this Security for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee
and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security
is one of the series designated on the face hereof, initially limited in aggregate principal amount to U.S.$1,500,000,000.
The Securities of this series
are subject to redemption, as a whole or in part, from time to time, at the election of the Issuer, upon not less than 10 nor more than
60 days’ notice, as follows:
(i) Prior to November 26,
2033 (3 months prior to the maturity date) (the “Par Call Date”), at a redemption price (expressed as a percentage
of principal amount and rounded to three decimal places) equal to the greater of:
| (1) | (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption,
and |
| (2) | 100% of the principal amount of the Securities to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption
date. |
(ii) On or after the
Par Call Date, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest
thereon to the redemption date.
“Treasury Rate”
means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.
The Treasury Rate
shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are
posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon
the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by
the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor
designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal”
(or any successor caption or heading). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for
the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining
Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields –
one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury
constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line
basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no
such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity
on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15
shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity
from the redemption date.
If on the third
business day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Issuer shall calculate
the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time,
on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that
is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there
are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date
preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United States Treasury
security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the
Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select
from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based
upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining
the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury
security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New
York City time, of such United States Treasury security, and rounded to three decimal places.
The Issuer’s actions
and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
The Indenture contains provisions
to the effect that, in the event of certain tax law changes and other limited circumstances relating to tax matters, the Issuer may redeem
all, but not less than all, of the Securities of this series, upon not less than 10 nor more than 60 days’ notice, at a price equal
to 100% of the principal amount of the Securities plus accrued interest thereon to, but excluding, the date of redemption, which provisions
apply to this Security.
The Issuer will give notice
of any redemption it proposes to make to DTC at least 10 days, but no more than 60 days, before the applicable redemption date, unless
provided otherwise. Any redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent and,
at the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions precedent included
at the Issuer’s discretion shall be satisfied (or waived by the Issuer) (even if more than 60 days after the giving of notice of
redemption) or the redemption date may not occur and such notice may be rescinded if all such conditions precedent included at the Issuer’s
discretion shall not have been satisfied (or waived by the Issuer).
In the event of redemption
of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions
for defeasance at any time of the entire indebtedness on this Security upon compliance by the Issuer with certain conditions set forth
thereon, which provisions apply to this Security.
If an Event of Default with
respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.
The Issuer may, at its option,
at any time and without the consent of the Holders, reopen the Securities of this series and issue additional Securities in one or more
transactions with terms (other than the issuance date and, possibly, first Interest Payment Date, original interest accrual date and issue
price) identical to the Securities of this series. These additional Securities will be deemed to have been part of the Securities of this
series and will provide the Holders of these additional Securities the right to vote together with Holders of the Securities of this series;
provided, however, that if these additional Securities are not fungible with the Securities of this series for U.S. federal income tax
purposes, these additional Securities will have a different CUSIP or other identifying number.
Any amounts to be paid by
the Issuer or the Guarantor under this Security will be paid without deduction or withholding for any and all present and future taxes,
levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the Relevant
Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision or taxing authority thereof or therein,
unless such withholding or deduction is required by law. The Relevant Taxing Jurisdiction for the Guarantor is the jurisdiction in which
it is resident for tax purposes (presently, the United Kingdom) and for the Issuer is the United States. If any deduction or withholding
for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or
for the account of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor (as applicable) or any political subdivision or taxing
authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority)
in respect of any amounts to be paid by the Issuer or the Guarantor under this Security, the Issuer or the Guarantor, as applicable, will
(subject to compliance by the Holder with any administrative requirements) pay such additional amounts (“Additional
Amounts”) as may be necessary in order that the net amounts paid to the Holder after such deduction or withholding, shall
be not less than the amounts to which the Holder was entitled had no such withholding or deduction been required; provided, however, that
neither the Issuer nor the Guarantor shall be required to make any payment of Additional Amounts for or on account of:
(i) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but
for the fact that the Holder (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder,
if such Holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or is or has been
engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically present in,
the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or otherwise has or has had some
connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding
or ownership of this Security or the collection of principal, premium or interest, if any, on, or the enforcement of, this Security;
(ii) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but
for the fact that, where presentation is required, this Security was presented more than 30 days after the date on which such payment
became due or was provided for, whichever is later;
(iii) any
estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;
(iv) any
present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments
on or in respect of this Security;
(v) any
present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but
for the failure of the Holder or beneficial owner of this Security to comply with any certification, identification or other reporting
requirements concerning the Holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant
Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute,
regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein
as a condition to relief or exemption from such tax, levy, impost or other governmental charge;
(vi) any
present or future tax, levy, impost or other governmental charge which the Holder would have been able to avoid by authorizing the paying
agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested
by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom;
(vii) any
present or future tax, levy, impost or other governmental charge which is required by Sections 1471 through 1474 (“FATCA”)
of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future U.S. Treasury regulations or rulings
promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA (an “IGA”),
any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S.
Internal Revenue Service under or with respect to FATCA;
(viii) any
present or future tax, levy, impost or other governmental charge which is imposed or withheld because the Holder of the Security
is (1) considered a 10% shareholder (within the meaning of Sections 871(h)(3) or 881(c)(3) of the Code) of the issuer of
the Security or (2) a controlled foreign corporation related (within the meaning of Section 864(d)(4) of the Code) to the
issuer of the Security;
(ix) any
present or future tax, levy, impost or other governmental charge which is imposed because the Holder (1) is a bank purchasing this
Security in the ordinary course of its lending business or (2) is a bank that is neither (A) buying this Security for investment
purposes only nor (B) buying this Security for resale to a third party that either is not a bank or will hold the Security for investment
purposes only;
(x) any
present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment
under or with respect to this Security to any Holder of this Security that is a fiduciary, partnership or a person other than the sole
beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that
partnership or beneficial owner would not have been entitled to the Additional Amounts or would not have been subject to such tax, levy,
impost or charge had that beneficiary, settlor, member or beneficial owner been the actual Holder of this Security; or
(xi) any
combination of the exceptions listed above in (i) through (x) above,
nor shall Additional Amounts
be paid in the event that the obligation to pay Additional Amounts is the result of the issuance of a Security in definitive form to a
Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and at the time payment is
made Securities in definitive form have not been issued in exchange for the entire principal amount of the Predecessor Securities.
The Issuer and the Guarantor
will remit the full amount of any taxes withheld to the applicable taxing authorities in accordance with the applicable law. The Issuer
and the Guarantor will also provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of any taxes in
respect of which the Issuer and the Guarantor have paid Additional Amounts. The Issuer and the Guarantor will provide copies of such documentation
to the Holder of this Security upon request.
Any reference in the Indenture
or this Security to principal, premium or interest in respect of this Security will be deemed also to refer to any Additional Amounts
that may be payable with respect to such principal, premium or interest under the obligations referred to herein.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the
Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer,
the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series to waive compliance
by the Issuer and the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.
As set forth in, and subject
to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute any proceeding with respect
to the Indenture, this Security or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice
of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of
the Outstanding Securities of this series shall have made written request, and offered indemnity and/or security satisfactory to the Trustee,
to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal
of the Outstanding Securities of this series a direction inconsistent with such request and shall have failed to institute such proceeding
within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal (and premium, if any) or any interest on this Security on or after the respective due dates expressed
herein.
No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin
or currency, herein prescribed or to convert this Security as provided in the Indenture.
The Securities of this series
are issuable only in registered form without coupons in denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.
No service charge shall be
made for any registration of transfer or exchange, but the Issuer or the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentation
of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person
in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither of
the Issuer nor the Trustee nor any such agent shall be affected by notice to the contrary.
This Security shall be
governed by and construed in accordance with the laws of the State of New York.
Unless otherwise defined herein,
all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
SCHEDULE OF PRINCIPAL AMOUNT
The initial principal amount of this Security shall
be U.S.$500,000,000. The following decreases/increases in the principal amount of this Security have been made:
Date of
Decrease/
Increase |
|
Decrease in
Principal
Amount |
|
Increase in
Principal
Amount |
|
Total Principal
Amount Following
such
Decrease/Increase |
|
Notation Made
by or on
Behalf of
Trustee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit 5.1
|
London |
|
Freshfields
Bruckhaus Deringer llp |
|
100 Bishopsgate |
|
London EC2P 2SR |
|
T |
+44 20 7936 4000 (Switchboard) |
|
|
+44 20 7832 7022 (Direct) |
AstraZeneca PLC |
F |
+44 20 7108 7022 |
1 Francis Crick Avenue |
LDE No 23 |
Cambridge Biomedical Campus |
E |
duncan.kellaway@freshfields.com |
Cambridge |
www.freshfields.com |
CB2 0AA |
|
United Kingdom |
Doc ID |
|
267637676 |
AstraZeneca Finance LLC |
|
1209 Orange Street |
Our Ref |
Wilmington |
176042:0003 DEGK |
Delaware 19801 |
|
United States of America |
|
|
|
26 February 2024 |
|
AstraZeneca PLC and AstraZeneca Finance LLC
Prospectus Supplement to Registration Statement
on Form F-3
Introduction
1. In
connection with the automatic shelf registration statement on Form F-3 (the Registration Statement) filed with the
U.S. Securities and Exchange Commission (SEC) on 24 May 2021, as supplemented by a prospectus supplement dated 21
February 2024 and filed with the SEC on 23 February 2024 (the Prospectus Supplement) of AstraZeneca PLC, a public
limited company incorporated under the laws of England and Wales (AstraZeneca), and AstraZeneca Finance LLC, a Delaware
limited liability company (AstraZeneca Finance), under the United States Securities Act of 1933, as amended (the Securities
Act), we have been requested to render our opinion on certain matters in connection with the Prospectus Supplement. The Registration
Statement and Prospectus Supplement relate to the registration under the Securities Act of the issuance and sale of US$1,250,000,000
aggregate principal amount of 4.800% fixed rate notes due 2027, US$1,250,000,000 aggregate principal amount of 4.850% fixed rate notes
due 2029, US$1,000,000,000 aggregate principal amount of 4.900% fixed rate notes due 2031 and US$1,500,000,000 aggregate principal amount
of 5.000% fixed rate notes due 2034, in each case issued by AstraZeneca Finance and unconditionally and irrevocably guaranteed by AstraZeneca
(together the Debt Securities).
2. We
are acting as English legal advisers to you, AstraZeneca and AstraZeneca Finance, for the purposes of giving this opinion. In so acting,
we have examined the following documents:
Freshfields Bruckhaus Deringer LLP is a limited
liability partnership registered in England and Wales with registered number OC334789. It is authorised and regulated by the Solicitors
Regulation Authority (SRA no. 484861). For further regulatory information please refer to www.freshfields.com/support/legal-notice.
A list of the members (and of the non-members
who are designated as ‘partners’) of Freshfields Bruckhaus Deringer LLP is available for inspection at its registered office,
100 Bishopsgate, London EC2P 2SR. Any reference to a ‘partner’ means a member, or a consultant or employee with equivalent
standing and qualifications, of Freshfields Bruckhaus Deringer LLP or any associated firms or entities.
(a) | the Registration Statement; |
| |
(b) | the Prospectus Supplement; |
(c) | a copy of the pricing agreement dated 21 February 2024 entered
into between, among others, AstraZeneca, AstraZeneca Finance, and Barclays Capital Inc., Citigroup Global
Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as representatives of the
underwriters (the Pricing Agreement); |
(d) | a copy of the underwriting agreement of AstraZeneca, AstraZeneca Finance,
and Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan
Securities LLC as representatives of the underwriters dated 21 February 2024 (together with the
AstraZeneca Finance Pricing Agreement, the Underwriting Agreement); |
(e) | a copy of the current Articles of Association of AstraZeneca as at 26
February 2024 (the Constitutional Documents); |
(f) | a copy of AstraZeneca’s Certificate of Incorporation dated 17
June 1992, issued by the registrar of companies of England and Wales (the Registrar of Companies),
together with copies of AstraZeneca’s Certificates of Incorporation on change of name dated 13
July 1992, 25 September 1992, 16 February 1993 and 5 April 1999, respectively; |
(g) | a copy of the indenture dated 28 May 2021 entered into among AstraZeneca
Finance, AstraZeneca and the Bank of New York Mellon, as trustee, under which the Debt Securities are
to be issued by AstraZeneca Finance and guaranteed by AstraZeneca (the Indenture); |
(h) | a copy of the guarantee dated 26 February 2024 issued by AstraZeneca
under which the Debt Securities will be guaranteed by AstraZeneca (the Guarantee and,
together with the Indenture, the Documents); |
(i) | searches carried out on 26 February 2024 with respect to AstraZeneca
(carried out by us or GlobalX on our behalf) of the public documents of AstraZeneca kept at Companies
House in Cardiff by the Registrar of Companies and also accessible online (the Company Searches); |
(j) | a winding up enquiry of the Central Registry of Winding up Petitions
(carried out by us or by GlobalX on our behalf) on 26 February 2024 with respect to AstraZeneca
(the Winding-up Enquiry); |
(k) | a certificate issued to us by the Company Secretary of AstraZeneca dated
26 February 2024 (the Secretary’s Certificate); |
(l) | a certificate of an officer of AstraZeneca Finance pursuant to Sections
2.01 and 2.08 of the Indenture (the AstraZeneca Finance Officers’ Certificates); |
(m) | a certificate of an officer of AstraZeneca pursuant to Sections 2.01
and 2.08 of the Indenture (collectively with the AstraZeneca Finance Officers’ Certificate, the
Officers’ Certificates); |
(n) | extracts from the minutes of a meeting of the board of directors of
AstraZeneca held on 1 February 2024 authorising the issue of up to US$4 billion of term debt by AstraZeneca
and / or AstraZeneca Finance, the Guarantee and establishing a finance committee with respect thereto,
where, subsequent to the meeting, the board approved by email on 17 February 2024 an additional US$1
billion of bond issuance providing a total authority to issue US$5 billion; and |
(o) | a written resolution of the finance committee of the board of directors
of AstraZeneca dated 18 February 2024 authorising the filing of the Prospectus Supplement, performance
of obligations under the Indenture and the execution and delivery of and performance of obligations
under, when issued, the Debt Securities and the Guarantee, |
and relied upon the statements as to factual
matters contained in or made pursuant to each of the above-mentioned documents.
3. This
opinion is confined to matters of English law (including case law) as at the date of this opinion and is governed by and should be construed
in accordance with English law. By giving this opinion, we do not assume any obligation to notify you of future changes in law which
may affect the opinions expressed in this opinion or otherwise to update this opinion in any respect. Accordingly, we express no opinion
herein with regard to any system of law other than the laws of England as currently applied by the English courts. We express no opinion
as to whether or not a foreign court (applying its own conflict rules) will act in accordance with the parties’ agreement as to
jurisdiction and/or choice of law or uphold the terms of the Documents or the Debt Securities. A reference in this opinion to a statutory
provision (including for the avoidance of doubt any assimilated law) is to it as amended.
4. We
express no opinion herein in respect of the tax treatment of the above documents or the transactions contemplated by such documents,
and you have not relied on any advice from us herein in relation to the tax implications of such matters, for you or any other person,
whether in the United Kingdom or in any other jurisdiction, or the suitability of any tax provisions in the above documents.
5. To
the extent that the laws of the United States, the laws of the State of New York or the Delaware Limited Liability Company Act may be
relevant, our opinion is subject to the effect of such laws including the matters contained in the opinion of Freshfields Bruckhaus Deringer
US LLP, New York office. We express no views in this opinion on the validity of the matters set out in such opinion.
Assumptions
6. In
considering the above documents and in rendering this opinion we have with your consent and without any further enquiry assumed:
(a) | Authenticity: (A) the genuineness of all signatures,
(B) that a signatory has personally signed the Document either (i) by hand (a wet ink
signatory); or (ii) by adding an image or their signature to an electronic version of the
Document; or (iii) by adding their signature to an electronic version of the Document on an approved
web-based electronic signing platform (an e-platform) contemplated by the parties; or
(iv) by using a mouse, finger, stylus or similar to sign their name in an electronic version of
the Document on a touchscreen device such as an iPad (each signature referred to in (ii) to (iv) an
e-signature, and each signatory referred to in (ii) to (iv) an e-signatory),
and (C) the genuineness of all stamps and seals on, and the authenticity, accuracy and completeness
of, all documents submitted to us (whether as originals or copies); |
(b) |
Copies: the conformity to originals of all documents supplied to us as photocopies,
portable document format (PDF) copies, facsimile copies or e-mail conformed copies; |
(c) | Witnessing: that
where a document has been witnessed, each witness has personally witnessed the signature of that document
by the person whose signature they are witnessing and has applied their own witness signature or authorised
its witness signature to be appended to the final text or any electronic version of the final text of
the document only after doing so; |
(d) | Virtual Signings: that the parties have complied with
the procedures for counterpart signature and delivery of the Documents provided by us to Freshfields
Bruckhaus Deringer US LLP, New York Office on 8 February 2024, and that the parties have validly authorised
the attachment of their respective signature pages to the final texts of the Documents; |
(e) | Confirmation by Counsel: in any case where a party’s
counsel has attached and released the signature pages of that party’s counterparts of the
Documents, that such counsel had all necessary authority from that party to do so; |
(f) | Drafts: that, where a document has been examined by us
in draft or specimen form, it will be or has been duly executed and delivered in the form of that draft
or specimen; |
(g) | Secretary’s Certificate and Officers’ Certificates:
that each of the statements contained in the Secretary’s Certificate and Officers’
Certificates is true and correct as at the date hereof; |
(h) | Board Meetings:
that the meetings of the board of directors or committees of the board of directors of AstraZeneca were
duly convened and held on 1 February 2024 and 18
February 2024, as evidenced by the extracts from the minutes
referred to above; at the meetings a quorum of directors was present and acting throughout; the resolutions
referred to therein were properly passed at such meetings, that all provisions contained in the Companies
Act 2006 and the Articles of Association of AstraZeneca relating to the disclosure of directors’
interests and the power of interested directors to vote were duly observed, and that such resolutions
in such minutes were duly passed and have not been amended, modified, revoked or rescinded and are in
full force and effect; each of the directors of AstraZeneca having any interest in any of the matters
discussed at such meetings duly disclosed his interest therein and was entitled to count in the quorum
of such meetings and to vote on the resolutions proposed thereat; and such minutes are a true and correct
record of the proceedings described therein and the resolutions set out in such minutes remain in full
force and effect without modification; |
(i) | Corporate Power: that each of the parties to the Documents
(other than AstraZeneca) has the necessary capacity and corporate power to execute, deliver and perform
its obligations under the Documents, and that the Documents have been duly authorised and executed and
delivered by each of the parties thereto in accordance with all applicable laws (other than in the case
of AstraZeneca, the laws of England) in the form filed as an exhibit to the Registration Statement; |
(j) |
Validity under all laws: that the Documents and, when issued, the Debt Securities
constitute legal, valid and binding obligations of each of the parties thereto enforceable under all applicable laws including the
laws of the United States and the laws of the State of New York by which they are expressed to be governed (other than in the case
of AstraZeneca, the laws of England); that satisfactory evidence of the laws of the United States and the State of New York, which
is required to be pleaded and proved as a fact in any proceedings before the English Courts, could be so pleaded and proved; and
that insofar as the laws and regulations of any other jurisdiction may be relevant to (i) the obligations or rights of any of
the parties under the Documents, or (ii) any of the transactions contemplated by the Documents, such laws and regulations do
not prohibit, and are not inconsistent with, the entering into and performance of any such obligations, rights or transactions; |
(k) | Filings under all laws: that all consents, licences, approvals,
notices, filings, recordations, publications and registrations which are necessary under any applicable
laws (other than, in the case of AstraZeneca, the laws of England) in order to permit the execution,
delivery or performance of the Documents or to perfect, protect or preserve any of the interests created
by the Documents, have been made or obtained, or will be made or obtained within the period permitted
or required by such laws or regulations; |
(l) | No Amendments: that the Documents have not been amended,
terminated, rescinded or varied, that there has been no breach of any of its provisions by any of the
parties thereto which would affect the opinions expressed in this opinion, and that the Documents are
not affected in any way by any relevant provisions of any other document or agreement or any course
of dealings between the parties thereto; |
(m) | Unknown Facts: that there are no facts or circumstances
(and no documents, agreements, instruments or correspondence) which are not apparent from the face of
the documents we have reviewed or which have not been disclosed to us that may affect the validity or
enforceability of the Documents or any obligation therein or otherwise affect the opinions expressed
in this opinion; |
(n) | Arm’s Length Terms: that the Documents have been
entered into for bona fide commercial reasons and on arm’s length terms by each of the
parties thereto; |
(o) | Directors’ Duties: that the directors of AstraZeneca
and AstraZeneca Finance in authorising the filing of the Registration Statement and the execution and
delivery of and performance of obligations under the Documents and, when issued, the Debt Securities
have exercised their powers in accordance with their duties under all applicable laws and the Constitutional
Documents of AstraZeneca and constitutional documents of AstraZeneca Finance, as applicable, in force
at the applicable time; |
(p) | FSMA: that the sale of the Debt Securities or the consummation
by AstraZeneca and AstraZeneca Finance of the transactions contemplated by the Documents (as relevant)
will not constitute an “offer to the public” within the meaning of Part VI of the Financial
Services and Markets Act 2000 (the FSMA); |
(q) |
Authorisation under FSMA: that each person dealing with AstraZeneca and/or AstraZeneca
Finance in connection with the Debt Securities which is carrying on, or purporting to carry on, a regulated activity (within the
meaning of section 19 of the Financial Services and Markets Act 2000) is an authorised person or an exempt person for the purposes
of the FSMA; |
(r) | FSMA
(Financial promotion): that the Registration Statement, the Prospectus Supplement
(including any such document in draft and preliminary form) and any other invitation or inducement
to engage in investment activity (within the meaning of section 21 of the FSMA) in connection
with the issue or sale of the Debt Securities has only been and will only be communicated
or caused to be communicated in circumstances in which section 21(1) of the FSMA does
not apply to AstraZeneca and/or AstraZeneca Finance; |
(s) | Company Searches: that the information
revealed by the Company Searches: (i) was accurate in all respects and has not since
the time of such search been altered; and (ii) was complete, and included all relevant
information which had been properly submitted to the Registrar of Companies; |
(t) | Winding up Enquiry: that the information
revealed by our Winding-up Enquiry was accurate in all respects and has not since the time
of such enquiry been altered; |
(u) | Representations: that the terms of
the Documents and Underwriting Agreement, other than, in the case of the Underwriting Agreement,
as to matters of law on which we opine in this opinion, have been and will be observed and
performed by the parties thereto; |
(v) | Financial crime, national security and investment,
antitrust and criminal cartel, sanctions, pensions and human rights, etc.: that
the parties to the Documents and all persons representing them have complied (and will continue
to comply) with all applicable anti-terrorism, national security and investment laws, anti-corruption,
anti-money laundering, anti-tax evasion, other financial crime, civil or criminal antitrust,
cartel, competition, public procurement, state aid, subsidy control, sanctions pensions and
human rights laws and regulations which may affect them, the transactions contemplated by
the Documents or the Documents, and that performance and enforcement of them, the transactions
contemplated by the Documents or the Documents are, and will continue to be, consistent with
all such laws and regulations; and |
(w) | Bad Faith, Fraud, Duress: the absence
of bad faith, breach of duty, breach of trust, fraud, coercion, duress or undue influence
on the part of any of the parties to the Documents and their respective directors, employees,
agents and advisers (excepting ourselves). |
Opinion
7. |
On the basis of and subject to the foregoing and the matters set out in paragraphs 8 to 11 below
and any matters not disclosed to us, and having regard to such considerations of English law in force, as at the date of this letter
as we consider relevant, we are of the opinion that: |
(a) | Corporate Existence: AstraZeneca
has been duly incorporated in the United Kingdom and registered in England and Wales as a
public limited company; |
(b) | Corporate Power: AstraZeneca has
the requisite corporate power and capacity to issue, deliver and perform its obligations
under, when issued, the Guarantee in accordance with the terms of the Guarantee and the Indenture; |
(c) | Corporate Authority: AstraZeneca
has taken steps required under English law and its Constitutional Documents to authorise
AstraZeneca to enter into and perform its obligations under, when issued, the Guarantee in
accordance with the terms of the Indenture; and |
(d) | No Violation: the execution and delivery
of the Documents and the performance of AstraZeneca’s obligations thereunder (in accordance
with the terms of the relevant Document) have been duly authorised by all necessary corporate
action on the part of AstraZeneca and do not and will not of themselves result in any violation
by AstraZeneca of any term of its Constitutional Documents or of any law or regulation having
the force of law in England and applicable to AstraZeneca as to performance. |
Qualifications
8. Our
opinion is subject to the following qualifications:
(a) | Company Searches: the Company
Searches are not capable of revealing conclusively whether or not: |
| (i) | a
winding-up order has been made or a resolution passed for the winding-up of a company; or |
| (ii) | an
administration order has been made; or |
| (iii) | a
receiver, administrative receiver, administrator or liquidator has been appointed; or |
| (iv) | a
court order has been made under the Cross-Border Insolvency Regulations 2006, |
|
since notice of these matters may not be filed with the
Registrar of Companies immediately and, when filed, may not be immediately entered on the public records of the relevant company. |
|
|
In addition, the Company Searches are not capable of revealing,
prior to the making of the relevant order or the appointment of an administrator otherwise taking effect, whether or not a winding-up
petition or an application for an administration order has been presented or notice of intention to appoint an administrator under
paragraphs 14 or 22 of Schedule B1 to the Insolvency Act 1986 has been filed with the court; |
(b) |
Winding up Enquiry: the Winding-up Enquiry relates only to the presentation
of: (i) a petition for the making of a winding-up order or the making of a winding-up order by the court, (ii) an application
to the High Court of Justice in London for the making of an administration order and the making by such court of an administration
order, (iii) a notice of intention to appoint an administrator or a notice of appointment of an administrator filed at the High
Court of Justice in London, and (iv) a notice of a moratorium under Part A1 of the Insolvency Act 1986. It is not capable
of revealing conclusively whether or not such a winding-up petition, application for an administration order, notice of intention
or notice of appointment has been presented or winding-up or administration order granted, because: |
| (i) | details
of a winding-up petition or application for an administration order may not have been entered
on the records of the Central Registry of Winding-up Petitions immediately; |
| (ii) | in
the case of (A) an application for the making of an administration order, (B) the
filing of a notice of intention to appoint an administrator; (C) the filing of a notice
of appointment of an administrator, (D) the filing of a notice of a moratorium, if such
application is made to, order made by or notice filed with, a court other than the High Court
of Justice in London, no record of such application, order or notice will be kept by the
Central Registry of Winding-up Petitions; |
| (iii) | a
winding-up order or administration order may be made before the relevant petition or application
has been entered on the records of the Central Registry, and the making of such order may
not have been entered on the records immediately; |
| (iv) | details
of a notice of intention to appoint an administrator or a notice of appointment of an administrator
under paragraphs 14 and 22 of Schedule B1 of the Insolvency Act 1986 and details of a notice
of moratorium under Part A1 of the Insolvency Act 1986 may not be entered on the records
immediately (or, in the case of a notice of intention to appoint, at all); and |
| (v) | with
regard to winding-up petitions, the Central Registry of Winding-up Petitions may not have
records of winding-up petitions issued prior to 1994; |
(c) | Choice of Foreign Law: the chosen
laws are the laws of the laws of the State of New York. |
| (i) | the
Documents could be modified by the English courts to the extent provided by and in the circumstances
set out in assimilated Regulation (EC) No 593/2008 of the European Parliament and of the
Council on the law applicable to contractual obligations (the Rome I Regulation).
In addition, we express no opinion as to the choice of such foreign law to govern contractual
obligations falling outside the scope of the Rome I Regulation; and |
| (ii) | certain trusts could be modified by
the English courts to the extent provided by and in the circumstances set out in the Hague
Convention on the Law Applicable to Trusts and their Recognition, as enacted by the Recognition
of Trusts Act 1987; |
(d) |
Foreign Courts: no opinion is given as to whether or not the chosen court will take jurisdiction
(applying its own conflict rules), or act in accordance with the parties’ agreement as to the choice of law or whether the
English courts would grant a stay of any proceedings commenced in England, or whether the English courts would grant any ancillary
relief in relation to proceedings commenced in a foreign court; |
(e) | Choice of Foreign Jurisdiction: this
opinion, and the term “enforceable” as used above, is not to be taken to imply
that any obligation would necessarily be capable of enforcement in all circumstances in accordance
with its terms. In particular: |
| (i) | an
English court will not necessarily grant any remedy the availability of which is subject
to equitable considerations or which is otherwise in the discretion of the court. In particular,
orders for specific performance and injunctions are, in general, discretionary remedies under
English law and specific performance is not available where damages are considered by the
court to be an adequate alternative remedy; |
| (ii) | claims
may become barred under the Limitation Act 1980 or the Foreign Limitation Periods Act 1984
or may be or become subject to the defence of set off or to counterclaim; |
| (iii) | where
obligations are to be performed in a jurisdiction outside England, they may not be enforceable
in England to the extent that performance would be illegal under the laws, or contrary to
the exchange control regulations, of the other jurisdiction; |
| (iv) | the
enforcement of obligations may be limited by the provisions of English law applicable to
agreements held to have been frustrated by events happening after their execution; |
| (v) | enforcement
of obligations may be invalidated by reason of fraud; and |
| (vi) | the
enforcement of obligations may be limited or excluded by the provisions of the Human Rights
Act 1998; |
(f) | Financial
Limitations: no opinion is given as to the compliance or otherwise with: (i) the
financial limitations on borrowings or covenants by AstraZeneca contained in the Constitutional
Documents of AstraZeneca; and (ii) the limitations on the maximum aggregate principal
amount of the Debt Securities which may be issued by AstraZeneca Finance and unconditionally
and irrevocably guaranteed by AstraZeneca as contemplated by the Registration Statement;
and |
(g) | Insolvency: this opinion is subject
to all applicable laws relating to insolvency, bankruptcy, administration, moratorium, reorganisation,
liquidation or analogous circumstances and other similar laws of general application relating
to or affecting generally the enforcement of creditor’s rights and remedies from time
to time. |
Observations
9. Factual
Statements: it should be understood that we have not been responsible for investigating or verifying the accuracy of the facts,
including the statements of foreign law, or the reasonableness of any statement or opinion or intention contained in or relevant to any
document referred to herein, or that no material facts have been omitted therefrom. This opinion is also given on the basis that we undertake
no responsibility to notify you of any change in English law after the date of this opinion.
10. Pensions:
in giving this opinion, we have not considered whether the transactions contemplated by or effected in connection with the Registration
Statement, the Prospectus Supplement and the Documents might constitute a criminal offence or otherwise attract criminal liability under
the amendments made by the UK Pension Schemes Act 2021 to the UK Pensions Act 2004.
11. National
Security & Investment Act 2021: we have not considered whether the transactions contemplated by or effected in connection
with the Registration Statement, the Prospectus Supplement and the Documents comply with the National Security & Investment
Act 2021, nor whether any filings, clearances, notifications or disclosures are required or advisable under such law.
Benefit of Opinion
12. This
opinion is addressed to you solely for your own benefit for the purposes of the Registration Statement and the Prospectus Supplement
to be filed under the Securities Act and, except with our prior written consent, is not to be transmitted or disclosed to or used or
relied upon by any other person or used or relied upon by you for any other purpose. Your reliance on the matters addressed in this opinion
letter is on the basis that any associated recourse is against the firm’s assets only and not against the personal assets of any
individual partner. The firm’s assets for this purpose consist of all assets of the firm’s business, including any right
of indemnity of the firm or its partners under the firm’s professional indemnity insurance policies, but excluding any right to
seek contribution or indemnity from or against any partner of the firm or person working for the firm or similar right. The restrictions
in the previous sentences apply to any claim, whether in contract, tort (including negligence) for breach of statutory duty, or otherwise,
but they do not apply in the case of our wilful misconduct or fraud or where and to the extent prohibited by applicable law and regulation
(including without limitation, the rules of professional responsibility governing the practice of law).
Having requested production of this opinion and
in order to rely on its contents, you agree to be bound by its terms.
We consent to the filing of this opinion as an
Exhibit to the report on Form 6-K to be filed by AstraZeneca on the date hereof and to the reference to our firm under
the heading “Validity of the Notes” in the Prospectus Supplement. In giving such consent, we do not thereby admit that we
are within the category of persons whose consent is required by the Securities Act or by the rules and regulations promulgated thereunder.
Yours faithfully |
|
|
|
/s/ Freshfields Bruckhaus Deringer LLP |
|
|
|
Freshfields Bruckhaus Deringer LLP |
|
Exhibit 5.2
|
|
|
|
AstraZeneca PLC |
New York |
1 Francis Crick Avenue |
3 World Trade Center |
Cambridge Biomedical Campus |
175 Greenwich Street |
Cambridge CB2 0AA |
New York, NY 10007 |
United Kingdom |
T +1 (212) 277-4000 |
|
freshfields.us |
AstraZeneca Finance LLC |
|
1209 Orange Street |
Doc ID - 12504998 |
Wilmington, Delaware 19801 |
Our Ref – VFJ / MAL |
United States of America |
|
February 26, 2024
Ladies and Gentlemen:
We are acting as
counsel to AstraZeneca PLC, a public limited company organized under the laws of England and Wales (AstraZeneca), and AstraZeneca
Finance LLC, a Delaware limited liability company (AstraZeneca Finance), in connection with the offering of $1,250,000,000
aggregate principal amount of 4.800% fixed rate notes due 2027, $1,250,000,000 aggregate principal amount of 4.850% fixed rate
notes due 2029, $1,000,000,000 aggregate principal amount of 4.900% fixed rate notes due 2031 and $1,500,000,000 aggregate principal
amount of 5.000% fixed rate notes due 2034 in each case issuable by AstraZeneca Finance (collectively, the Notes) which
are unconditionally and irrevocably guaranteed (the Guarantee) by AstraZeneca (in such capacity, the Guarantor).
The Notes and the Guarantee are being issued pursuant to the indenture dated as of May 28, 2021 (the Indenture) by
and among AstraZeneca, AstraZeneca Finance and the Trustee.
This opinion is confined to the law of the State
of New York, the federal law of the United States of America and, to the extent relevant to the opinions expressed herein, the Delaware
Limited Liability Company Act. Accordingly, we express no opinion herein with regard to any other laws. The opinions expressed herein
are limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. We
do not undertake to advise you of changes in law or facts that may come to our attention after the date of this letter.
In rendering the opinions expressed below, we
have examined the following documents and agreements:
| (a) | the registration
statement on Form F-3ASR relating to the registration of the debt securities of AstraZeneca
and AstraZeneca Finance under the U.S. Securities Act of 1933, as amended (the Securities
Act), filed with the Securities and Exchange Commission (the SEC) on
May 24, 2021 (as amended through the date hereof, and together with the documents incorporated
by reference therein, the Registration Statement); |
Freshfields Bruckhaus
Deringer is an international legal practice operating through Freshfields Bruckhaus Deringer US LLP, Freshfields Bruckhaus Deringer LLP,
Freshfields Bruckhaus Deringer (a partnership registered in Hong Kong), Freshfields Bruckhaus Deringer Law office, Freshfields Bruckhaus
Deringer Foreign Law Office, Studio Legale associato a Freshfields Bruckhaus Deringer, Freshfields Bruckhaus Deringer Rechtsanwälte
Steuerberater PartG mbB, Freshfields Bruckhaus Deringer Rechtsanwälte PartG mbB and other associated entities and undertakings.
For further regulatory information please refer to www.freshfields.com/support/legal-notice.
| (b) | the prospectus
relating to the Notes dated May 24, 2021 (the Base Prospectus), as supplemented
by the preliminary prospectus supplement relating to the Notes dated February 21, 2024
(together with the Base Prospectus and the documents incorporated by reference therein, the
Preliminary Prospectus); |
| (c) | the final
prospectus supplement relating to the Notes dated February 21, 2024 (together with the
Base Prospectus and the documents incorporated by reference therein, the Prospectus); |
| (d) | the Underwriting
Agreement dated February 21, 2024 among AstraZeneca, AstraZeneca Finance, Barclays Capital
Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities
LLC (the Underwriting Agreement); |
| (e) | the Pricing
Agreement dated February 21, 2024, related to the issuance of the Notes (the Pricing
Agreement); |
| (g) | the Officers’
Certificate of AstraZeneca Finance dated February 26, 2024, pursuant to Sections 2.01
and 2.08 of the Indenture (the AstraZeneca Finance Officers’ Certificate); |
| (h) | the Officers’
Certificate of the Guarantor dated February 26, 2024 (the Guarantor Officers’
Certificate and, together with the AstraZeneca Finance Officers’ Certificate,
the Officers’ Certificates); |
| (i) | the global
notes representing the Notes (the Global Notes); |
| (j) | the Guarantee
whose terms are set forth in the Indenture and the Guarantor Officers’ Certificate
(the Guarantee and, together with the Underwriting Agreement, the Pricing Agreements,
the AstraZeneca Indenture, the Indenture, the Global Notes and the Officers’ Certificates,
the Operative Documents); |
| (k) | a copy
of the Certificate of Formation of AstraZeneca Finance dated May 6, 2021 issued by the
State of Delaware; |
| (l) | a copy
of the Operating Agreement of AstraZeneca Finance dated May 6, 2021; and |
| (m) | the resolutions
of the board of directors of AstraZeneca Finance dated February 16, 2024. |
In addition, we have examined and have relied
as to matters of fact upon such corporate and other records, agreements, documents and other instruments and certificates or comparable
documents of public officials and of officers and representatives of AstraZeneca and AstraZeneca Finance and such other persons, and
we have made such other investigations, as we have deemed relevant and necessary as a basis for the opinions expressed below.
In our examination, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity
with authentic originals of all documents submitted to us as copies. As to any facts material to the opinions expressed herein that we
did not independently establish or verify, we have relied, without independent verification, upon oral or written statements and representations
of public officials and officers and other representatives of AstraZeneca and AstraZeneca Finance, including, without limitation, the
Officers’ Certificates.
In rendering the opinions set forth herein, we
have assumed further that (a) AstraZeneca is validly existing and in good standing under the law of the jurisdiction in which it
has been organized and has full power and authority to conduct its business as described in the Registration Statement and the Prospectus;
(b) the Indenture and the Guarantee have each been authorized, executed and delivered by AstraZeneca; (c) the Indenture and
the Notes are each valid, binding and enforceable agreements of the Trustee; (d) the execution, delivery and performance by AstraZeneca
of the Indenture and the Guarantee does not violate the laws of the jurisdiction in which it was organized or constitute a breach or
violation of AstraZeneca’s organizational documents or any agreement or instrument to which AstraZeneca is a party or which is
binding upon it; and (e) the execution, delivery and performance by AstraZeneca Finance of the Indenture and the Notes does not
constitute a breach or violation of any agreement or instrument to which AstraZeneca Finance is a party or which is binding upon it.
To the extent that the laws of the United Kingdom
may be relevant, our opinion is subject to the effect of such laws including the matters contained in the opinion of Freshfields Bruckhaus
Deringer LLP. We express no views in this opinion on the validity of the matters set forth in such opinion.
Based upon and subject to the foregoing, and
subject also to the comments and qualifications set forth below, and having considered such questions of law as we have deemed relevant
and necessary as a basis for the opinions expressed below, we are of the opinion that:
| 1. | The Notes
have been duly authorized, executed and delivered by AstraZeneca Finance and, assuming due
authentication thereof by the Trustee and upon payment and delivery in accordance with the
Underwriting Agreement, will constitute valid and legally binding obligations of AstraZeneca
Finance, enforceable against AstraZeneca Finance in accordance with their terms and entitled
to the benefits of the Indenture. |
| 2. | Assuming
due authentication of the Notes by the Trustee and upon payment for and delivery of the Notes
in accordance with the Underwriting Agreement, the Guarantee will constitute a valid and
legally binding obligation of AstraZeneca, enforceable against AstraZeneca in accordance
with its terms and entitled to the benefits of the Indenture. |
Our opinions expressed above are subject to (A)(1) the
effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other similar laws relating to or
affecting the rights of creditors generally, and (2) the application of general principles of equity (regardless of whether considered
in a proceeding in equity or at law), including without limitation (a) the possible unavailability of specific performance, injunctive
relief or any other equitable remedy and (b) concepts of materiality, reasonableness, good faith and fair dealing, and (B) limitations
on the right to indemnity and contribution under applicable law and public policy. In addition, we express no opinion as to the validity,
legally binding effect or enforceability of any waiver of immunity, any waiver of a right to trial by jury or any provisions relating
to partial unenforceability.
In addition, the opinions set forth above are
subject to the following qualifications:
| (A) | We express
no opinion as to the validity, binding effect or enforceability of any provision of the Operative
Documents: |
| (i) | related
to (a) forum selection or submission to jurisdiction (including, without limitation,
any waiver of any objection to venue in any court or of any objection that a court is an
inconvenient forum) to the extent that the validity, binding effect or enforceability of
any provision is to be determined by any court other than a court of the State of New York,
or (b) choice of governing law to the extent that the validity, binding effect or enforceability
of any such provision is to be determined by any court other than a court of the State of
New York or a federal district court sitting in the State of New York, in each case, applying
the law and choice of law principles of the State of New York; |
| (ii) | specifying
that provisions thereof may be waived only in writing, to the extent that an oral agreement
or an implied agreement by trade practice or course of conduct has been created that modifies
any provision of such agreement; and |
| (iii) | purporting
to give any person or entity the power to accelerate obligations without any notice to the
obligor. |
| (B) | The opinions
expressed above are subject to the effect of, and we express no opinions herein as to, the
application of state or foreign securities or Blue Sky laws or any rules or regulations
thereunder. |
| (C) | Provisions
in the Guarantee and the Indenture that provide that the Guarantor’s liability thereunder
shall not be affected by (i) actions or failures to act on the part of the recipient,
the holders or the Trustee, (ii) amendments or waivers of provisions of documents governing
the guaranteed obligations or (iii) other actions, events or circumstances that make
more burdensome or otherwise change the obligations and liabilities of AstraZeneca, might
not be enforceable under circumstances and in the event of actions that change the essential
nature of the terms and conditions of the guaranteed obligations. With respect to AstraZeneca,
we have assumed that consideration that is sufficient to support the agreements of AstraZeneca
under the Operative Documents has been received by AstraZeneca. |
| (D) | We express
no opinion as to the submission to the jurisdiction of United States federal courts insofar
as it relates to the subject matter jurisdiction of any United States federal court sitting
in the Borough of Manhattan, The City of New York, to adjudicate any controversy related
to the Indenture or any document related thereto. In connection with provisions which relate
to forum selection (including, without limitation, any waiver of any objection to venue or
any objection that a court is an inconvenient forum), we note that under NYCPLR §510
a New York State court may have discretion to transfer the place of trial, and under 28 U.S.C.
§1404(a) a U.S. district court has discretion to transfer an action from one U.S.
federal court to another, and we also note that a New York State court and a U.S. federal
court may dismiss an action on the ground that such court is an improper venue or inconvenient
forum. |
We consent to the filing of this opinion as an
exhibit to the report on Form 6-K to be filed by AstraZeneca on or about the date hereof and to the reference to our firm under
the heading “Validity of the Notes” in the Prospectus Supplement. In giving such consent, we do not thereby admit that we
are within the category of persons whose consent is required by the Securities Act or by the rules and regulations promulgated thereunder.
Very truly yours, |
|
|
|
/s/ Freshfields
Bruckhaus Deringer US LLP |
|
|
|
Freshfields Bruckhaus Deringer US LLP |
|
AstraZeneca (NASDAQ:AZN)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
AstraZeneca (NASDAQ:AZN)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024