AstraZeneca Pharma India : Postal Ballot

February 23, 2022

The Manager‐ Listing

BSE Limited

Corporate Relationship Dept., 5th Floor, New Trading Ring

Rotunda Building, P J Towers, Dalal Street, Fort,

Mumbai ‐ 400001

The Manager‐ Listing

National Stock Exchange of India Limited

Exchange plaza, 5th Floor, Plot No. C/1, G Block

Bandra -Kurla Complex, Bandra (E),

Mumbai ‐ 400051

Dear Sir(s),

We are enclosing herewith the Postal Ballot Notice dated February 8, 2022 being sent to the Members of the Company to their registered email address, seeking approval of the members for the special business as set out therein.

The Notice is being sent to the Members whose names appear in the Register of Members/ Record of Depositories as on the cut‐off date being Friday, February 18, 2022. The e‐voting period commences on Monday, February 28, 2022 (9:00 am IST) and ends on Tuesday, March 29, 2022 (05:00 pm IST).

The Company has engaged the National Securities Depository Limited for facilitating e‐voting in a secure manner.

The said information is also being made available on the website of the Company i.e. www.astrazeneca.com/india.

We request you to kindly take the same on record.

For AstraZeneca Pharma India Limited

Pratap Rudra

Company Secretary & Legal Counsel

Encl: As above.

ASTRAZENECA PHARMA INDIA LIMITED

CIN: L24231KA1979PLC003563

Registered Office: Block N1, 12th Floor, Manyata Embassy Business Park, Rachenahalli,

Outer Ring Road, Bengaluru - 560045

Email: comp.secy@astrazeneca.com, Tel: +91 80 6774 8000, Fax: +91 80 6774 8557

Web: www.astrazeneca.com/india

POSTAL BALLOT NOTICE

NOTICE PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013

To

The Members,

AstraZeneca Pharma India Limited

Notice is hereby given pursuant to the provisions of Sections 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (cumulatively "Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 10/2021 dated June 23, 2021 and General Circular No. 20/2021 dated December 8, 2021, issued by the Ministry of Corporate Affairs ("MCA Circulars"), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification or re-enactment thereof for the time being in force and as amended from time to time), that the Ordinary Resolution as set out in this Notice is proposed for consideration by the Members of the Company and if thought fit, passing by means of Postal Ballot through remote e-voting.

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice.

The proposed Ordinary Resolution together with the explanatory statement setting out the material facts and reasons for the passing of the Ordinary Resolution is being sent to you for your consideration.

In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules and the MCA Circulars, the Company has engaged the services of National Securities Depository Limited (NSDL) and extended only the remote e-voting facility for its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot form. The instructions for remote e-voting are appended to this Postal Ballot Notice.

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Members are requested to carefully read the instructions in this Postal Ballot Notice and record your assent (FOR) or dissent (AGAINST) through the remote e-voting process not later than

5.00 p.m. IST on March 29, 2022. The assent or dissent received after such date and time shall be treated as if reply from the Member has not been received.

Members may note that e-voting shall commence at 9.00 a.m. IST on Monday, February 28, 2022 and will remain open up to 5:00 p.m. IST on Tuesday, March 29, 2022.

The Board of Directors of the Company at its Meeting held on February 8, 2022 has appointed Mr. Vijayakrishna K.T, Practising Company Secretary, Bangalore, C.P. No. 980, Membership No. FCS: 1788, as the Scrutinizer ("Scrutinizer") for conducting the Postal Ballot through e-voting process, in a fair and transparent manner.

The Scrutinizer will submit his report to the Chairman or a person authorized by him in writing for declaration of the result of the remote e-voting on or before Thursday, March 31, 2022 on completion of the scrutiny of the votes cast through remote e-voting. The results of the remote e-voting and the Scrutinizer's report will be placed on the Company's website at www.astrazeneca.com/india, on the website of NSDL at www.evoting.nsdl.com and will be communicated to the National Stock Exchange of India Limited and BSE Limited, where the Equity Shares of the Company are listed.

In accordance with Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India, if approved with requisite majority, the Resolution shall be deemed to have been passed on the last date for the voting period i.e., Tuesday, March 29, 2022.

The Resolution proposed to be passed through Postal Ballot through e-voting together with the Explanatory Statement setting out the material facts is as follows:

SPECIAL BUSINESS:

Approval of Material Related Party Transactions to be entered into by the Company with AstraZeneca UK Limited

To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or amendments or re-enactment(s) thereof, approval of the Members be and is hereby accorded, to enter into contracts/ arrangements/ transactions with AstraZeneca UK Limited, a 'Related Party' as defined under Section 2(76) of the Companies Act, 2013 and Regulation 2(zb) of the Listing Regulations for purchase, transfer or receipt of products, goods, materials, services, reimbursement/recovery costs, reimbursement on account of transfer price or other obligations, if any, on such terms and conditions as may be mutually agreed upon between the Company and AstraZeneca UK Limited, for an amount not exceeding in aggregate H 600 Crores for each year, during three (3) financial years (being April 1, 2022 to March 31, 2025).

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RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things and to finalize the terms and conditions as may be considered necessary, expedient or desirable, in order to give effect to this resolution."

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Notes:

1. An explanatory statement pursuant to Section 102 of the Companies Act, 2013 setting out all material facts and reasons for the proposal, is annexed to the Postal Ballot Notice.
2. In terms of the MCA Circulars, the Company is sending this Postal Ballot notice in electronic form only. The hard copy of this Postal Ballot Notice along with Postal Ballot forms and pre-paid business envelope will not be sent to the Members for the Postal Ballot in accordance with the requirements specified under the MCA Circulars. Accordingly, the communication of the assent or dissent of the Members would take place through the remote e-voting system only.
3. 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
   (India) Limited ('Depositories') as at the close of business hours on Friday, February 18, 2022 ('cut-off date'). Members as on the cut-off date would be entitled to vote by way of remote e-voting and a person who is not a Member as on the cut-off date should treat this Notice for information purposes only. This Notice is being sent electronically to all
   Members whose e-mail addresses are registered with Integrated Registry Management Services Private Limited, Company's Registrar and Share Transfer Agents ('RTA'), or the
   Depositories.
4. 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.
5. Members who have not registered their email address and in consequence could not receive the Notice may get their email 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 email 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, Members may write to giri@integratedindia.in.
6. Members are also requested to register their email address, in respect of electronic holdings with the Depositories /Depository Participant and in respect of physical holdings with the RTA.
7. With regard to the process of registration of email address with the RTA, Members may get their email 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 between 9.00 am and 5.00 pm on all working days (except Saturday and Sunday) till
   48 hours prior to the closure of the voting period to the following email address of the Company or RTA, by quoting the Folio No. / Demat account No. The email address of the Company and the contact details are comp.secy@astrazeneca.com/080 67748000 and RTA's email address and the contact details are giri@integratedindia.in / 080 23460815-18.

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