AstraZeneca Pharma India : Annual General Meeting

By Order of the Board of Directors

For AstraZeneca Pharma India Limited

Place: Bengaluru

Pratap Rudra

Date: May 26, 2022

Company Secretary & Legal Counsel

1.

In view of the continuing COVID-19 pandemic, the Ministry of

Corporate Affairs ('MCA') has vide circular dated May 5, 2020

read with circulars dated April 08, 2020, April 13, 2020, January

13, 2021, December 14, 2021 and May 5, 2022 (collectively

referred to as ('MCA Circulars') permitted the holding of the

Annual General Meeting ('AGM') through VC / OAVM, without

the physical presence of the Members at a common venue.

In compliance with the provisions of the Companies Act,

2013 ('the Act'), SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 ('the Listing Regulations')

and MCA Circulars, the AGM of the Company is being held

through VC / OAVM.

2.

This Notice is being sent to the Members whose names

appear in the List of Beneficial Owners received from National

Securities Depository Limited/Central Depository Services

6.

With regard to the process of registration of e-mail address

with the RTA, Members may get their e-mail address registered

with the RTA, by clicking the link: https://www.integratedindia.

in/emailupdation.aspx and following the registration process

as guided thereafter. Otherwise, Members are requested

to send a request/ communication till 48 hours prior to the

closure of the voting period to the following e-mail address of

the Company or RTA, by quoting the Folio No./Demat account

No. The e-mail address of the Company and the contact

details are comp.secy@astrazeneca.com/080 67748000

and RTA's e-mail address and the contact details are

giri@integratedindia.in/080 23460815-18.

7.

Pursuant to the MCA Circulars, the facility to appoint proxy

to attend and cast vote for the members is not available

for this AGM. However, the Body Corporates are entitled

to appoint authorised representatives to attend the AGM

through VC / OAVM and participate thereat and cast their

(India) Limited ('Depositories'). In compliance with the aforesaid

MCA Circulars and SEBI Circular dated May 12, 2020, January

15, 2021 and May 13, 2022, Notice of the AGM along with

Annual Report 2021-22 is being sent only through electronic

mode to those Members whose e-mail addresses are

registered with the Company/Depository Participants.

3.

For Members whose e-mail addresses are not registered but

mobile numbers are registered with RTA/Depositories, the

weblink for downloading the Notice is being sent through SMS.

4.

Members who have not registered their e-mail address and in

consequence could not receive the Notice may get their e-mail

address registered with the RTA, by clicking the link: https://

www.integratedindia.in/emailupdation.aspx and following the

registration process as guided thereafter. Post successful

registration of the e-mail address, the Member will receive soft

copy of the Notice and the procedure for remote e-voting along

with the User ID and the Password to enable remote e-voting

for this Notice. In case of any queries, Member may write to

giri@integratedindia.in.

5.

Members are also requested to register their e-mail address, in

respect of electronic holdings with the Depositories/Depository

Participant and in respect of physical holdings with the RTA.

votes through e-voting.

8.

The facility of participation at the AGM through VC / OAVM will

be made available for members on first come first served basis.

This will not include large Shareholders (Shareholders holding

2% or more shareholding), Promoters, Institutional Investors,

Directors, Key Managerial Personnel, the Chairpersons of the

Audit Committee, Nomination and Remuneration Committee

and Stakeholders Relationship Committee, Auditors etc.

who are allowed to attend the AGM without restriction on

account of first come first served basis.

9.

The attendance of the Members attending the AGM through

VC / OAVM will be counted for the purpose of reckoning the

quorum under Section 103 of the Act.

10.

Since the AGM will be held through VC / OAVM, the route map

is not annexed in this Notice.

11.

Pursuant to the provisions of Section 108 of the Act read with

Rule 20 of the Companies (Management and Administration)

Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing

Obligations & Disclosure Requirements) Regulations 2015 (as

amended), and the MCA Circulars, the Company is providing

facility of remote e-voting to its Members in respect of the

business to be transacted at the AGM. For this purpose,

Type of shareholders

Login Method

Individual Shareholders

1.

Existing IDeAS user can visit the e-Services website of NSDL viz. https://eservices.nsdl.com either on a

holding securities

Personal Computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon

in demat mode with

under "Login" which is available under 'IDeAS' section, this will prompt you to enter your existing User ID

NSDL.

and Password. After successful authentication, you will be able to see e-Voting services under Value added

services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page.

Click on company name or e-Votingservice provider i.e. NSDL and you will be re-directed to e-Voting website

of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the

meeting.

2.

If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select

"Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

3.

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.

com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click

on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will

have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and

a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL

Depository site wherein you can see e-Voting page. Click on company name or e-Votingservice provider i.e.

NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting

period or joining virtual meeting & voting during the meeting.

4.

Members can also download NSDL Mobile App "NSDL Speede" facility for seamless voting experience.

Individual Shareholders

1.

Existing users who have opted for Easi/Easiest, they can login through their user id and password. Option will

holding securities

be made available to reach e-Voting page without any further authentication. The URL for users to login to

in demat mode with

Easi/Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System

CDSL

2.

Myeasi.

After successful login of Easi/Easiest the user will be also able to see the e-Voting Menu. The Menu will have

3.

links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.

If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/

4.

Registration/EasiRegistration.

Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN from

a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered

Mobile & e-mail as recorded in the demat Account. After successful authentication, user will be provided links

for the respective ESP i.e. NSDL where the e-Voting is in progress.

Individual Shareholders

You can also login using the login credentials of your demat account through your Depository Participant registered

(holding securities

with NSDL / CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting

in demat mode)

option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can

login through their

see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to

depository participants

e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting

during the meeting.

(v) Your password details are given below:

(a) If you are already registered for e-Voting, then you can

use your existing password to login and cast your vote.

(viii)

Now, you will have to click on 'Login' button.

(ix)

After you click on the 'Login' button, Home page of e-Voting

will open.

(iv) You can also update your mobile number and e-mail ID in the

user profile details of the folio which may be used for sending

future communication(s).

(b)

If you are using NSDL e-Voting system for the first time,

you will need to retrieve the 'initial password' which was

communicated to you. Once you retrieve your 'initial

password', you need to enter the 'initial password' and

the system will force you to change your password.

(c)

How to retrieve your 'initial password'?

• If your e-mail ID is registered in your demat account

or with the Company, your 'initial password' is

communicated to you on your e-mail ID. Trace the

e-mail sent to you from NSDL from your mailbox.

Open the e-mail and open the attachment i.e. a .pdf

(i)

After successful login at Step 1, you will be able to see all the

companies "EVEN" in which you are holding shares and whose

voting cycle and General Meeting is in active status.

(ii)

Select 'EVEN' of company for which you wish to cast your vote

during the remote e-Voting period and casting your vote during

the General Meeting. For joining virtual meeting, you need to

click on "VC / OAVM" link placed under "Join General Meeting".

(iii)

Now you are ready for e-Voting as the Voting page opens.

(v)

The remote e-voting period commences on August 4, 2022

(9.00 a.m. IST) and ends on August 7, 2022 (5.00 p.m. IST)

for four days. During this period, Members of the Company,

holding shares either in physical form or in dematerialised

form, as on the cut-off date August 1, 2022 may cast their

vote through remote e-voting.

(vi)

The voting rights of Members shall be in proportion to their

shares of the paid-up equity share capital of the Company as

on the cut-off date of August 1, 2022.

(vii)

Any person, who acquires shares of the Company and

becomes member of the Company after dispatch of the notice

and holding shares as of the cut-off date i.e. August 1, 2022,

Manner of holding shares i.e.

Demat (NSDL or CDSL) or

Your User ID is:

Physical

(a) For Members who hold

8 Character DP ID followed by 8

shares in demat account

Digit Client ID

with NSDL.

For example if your DP ID is IN300***

and Client ID is 12****** then your user

ID is IN300***12******.

(b) For Members who hold

16 Digit Beneficiary ID

shares in demat account

For example if your Beneficiary ID

with CDSL.

is 12************** then your user ID is

12**************

(c) For Members holding

EVEN Number followed by Folio

shares in Physical Form.

Number registered with the Company

For example if folio number is 001***

and EVEN is 101456 then user ID is

101456001***

file. Open the .pdf file. The password to open the .pdf

file is your 8 digit client ID for NSDL account, last 8

digits of client ID for CDSL account or folio number

for shares held in physical form. The .pdf file contains

your 'User ID' and your 'initial password'.

• If your e-mail ID is not registered, you may get

your e-mail address registered with the RTA, by

clicking the link: https://www.integratedindia.in/

emailupdation.aspx and follow the registration

process as guided thereafter. Post successful

registration of the e-mail address, you will receive

soft copy of the Notice and the procedure for remote

e-voting along with the User ID and the Password to

enable remote e-voting for this Notice.

(iv)

Cast your vote by selecting appropriate options i.e. assent

or dissent, verify/modify the number of shares for which you

wish to cast your vote and click on 'Submit' and also 'Confirm'

when prompted.

(v)

Upon confirmation, the message 'Vote cast successfully' will

be displayed.

(vi)

You can also take the printout of the votes cast by you by

clicking on the print option on the confirmation page.

(vii)

Once you confirm your vote on the resolution, you will not be

allowed to modify your vote.

may obtain the login ID and password by sending a request at

evoting@nsdl.co.in or giri@integratedindia.in. However, if you

are already registered with NSDL for remote e-voting, then

you can use your existing user ID and password for casting

your vote. If you have forgotten your password, you can reset

your password by using 'Forgot User Details/Password' option

available on www.evoting.nsdl.com or contact NSDL at toll free

no. 1800-1020-990/1800-224-430.

(viii)

A person, whose name is recorded in the register of members

or in the register of beneficial owners maintained by the

depositories as on the cut-off date only shall be entitled to

avail the facility of remote e-voting as well as voting at the AGM

through e-voting. For the purpose of e-voting, a person who

is not a Member as on cut-off date should treat this Notice for

information purpose only.

(ix)

The instructions for members for e-voting on the day of

the AGM are as under:-

(a)

The procedure for e-Voting on the day of the AGM is

same as the instructions mentioned above for remote

e-voting.

(b)

Only those Members/shareholders, who will be present in

the AGM through VC / OAVM facility and have not casted

their vote on the Resolutions through remote e-Voting and

are otherwise not barred from doing so, shall be eligible

to vote through e-Voting system in the AGM.

(c)

Members who have voted through remote e-Voting will

be eligible to attend the AGM. However, they will not be

eligible to vote at the AGM.

(d)

The details of the person who may be contacted for any

grievances connected with the facility for e-Voting on the

day of the AGM shall be the same person mentioned for

remote e-voting.

(x)

The Board of Directors has appointed Mr. K. T. Vijayakrishna,

Practicing Company Secretary, (Membership No. FCS 1788)

as the Scrutiniser to scrutinise the e-voting process in a fair

and transparent manner. Mr. Vijayakrishna has conveyed to the

Company his willingness to act as such.

(xi) The Scrutiniser shall, immediately after the conclusion of voting

at the meeting, first count the votes cast at the meeting and

thereafter unblock the votes cast through remote e-voting in

the presence of at least two witnesses not in the employment

of the Company and make not later than two (2) days of

conclusion of the meeting, a consolidated Scrutiniser's Report

of the total votes cast in favor or against, if any, to the Chairman

(c)

Members are encouraged to join the Meeting through

Laptops for better experience.

(d)

Members will be required to allow Camera and use

Internet with a good speed to avoid any disturbance

during the meeting.

(e)

Please note that participants connecting from mobile

or a person authorised by him in writing, who shall countersign

the same and declare the resolution of the voting, forthwith.

(xii) The Results declared along with the Scrutiniser's

Report shall be placed on the Company's website

www.astrazeneca.com/india and on the website of NSDL,

immediately after the result is declared by the Chairman

and communicated to the stock exchanges, where the

equity shares of the Company are listed.

(xiii) Instructions for members for attending the AGM through

VC / OAVM are as under:

(a)

Member will be provided with a facility to attend the AGM

through VC / OAVM through the NSDL e-Voting system.

Members may access the same at https://www.evoting.

nsdl.com under shareholders/members login by using

the remote e-voting credentials. The link for VC / OAVM

will be available in shareholder/members login where

the EVEN of Company will be displayed. Please note

that the members who do not have the User ID and

Password for e-Voting or have forgotten the User ID and

Password may retrieve the same by following the remote

e-Voting instructions mentioned in the notice to avoid

last minute rush.

(b)

Facility of joining the AGM through VC / OAVM shall

open 30 minutes before the time scheduled for the

AGM and will be available for Members on first cum

first served basis.

devices or tablets or through laptop connecting via

Mobile Hotspot may experience Audio/Video loss due

to fluctuation in their respective network. It is therefore

recommended to use stable Wi-Fi or LAN Connection to

mitigate any kind of aforesaid glitches.

(f)

Shareholders who would like to express their views/ask

questions during the meeting may register themselves as

a speaker and send their request mentioning their name,

demat account number/folio number, e-mail id, mobile

number at comp.secy@astrazeneca.com before 5 p.m.

IST on August 2, 2022.

(g)

Those shareholders who have registered themselves as

a speaker will only be allowed to express their views/ask

questions during the meeting. Members are requested

to submit their questions at the times of registration, to

enable the Company to respond appropriately.

(h)

The Company reserves the right to restrict the number

of questions and number of speakers, depending upon

availability of time as appropriate for smooth conduct of

the AGM.

(i)

Members who need assistance before or during the

AGM, can contact NSDL at evoting@nsdl.co.in or contact

Mr. Soni Singh, Assistant Manager or Ms. Sarita Mote,

Assistant Manager at 1800-1020-990/1800-224-430.