Exhibit 4.4


ASTRAZENECA
FINANCE LLC


 


OFFICERS’
CERTIFICATE


 


In connection with the issuance
of the U.S.$1,600,000,000 0.700% Fixed Rate Notes due 2024 (the “2024 Notes”), the U.S.$1,250,000,000 1.200% Fixed
Rate Notes due 2026 (the “2026 Notes”), the U.S.$1,250,000,000 1.750% Fixed Rate Notes due 2028 (the “2028
Notes”) and the U.S.$750,000,000 2.250% Fixed Rate Notes due 2031 (the “2031 Notes” and, together with the
2024 Notes, the 2026 Notes and the 2028 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 May 24, 2021, 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:


 


	Title of Notes	0.700% Notes due 2024

                            

                           1.200% Notes due 2026

                            

                           1.750% Notes due 2028

                            

                           2.250% Notes due 2031

	 	 
	Initial Aggregate Principal Amount of Notes	2024 Notes: U.S.$1,600,000,000

         

        2026 Notes: U.S.$1,250,000,000

         

        2028 Notes: U.S.$1,250,000,000

         

        2031 Notes: U.S.$750,000,000

	 	 
	Price to Public	
    2024
    Notes: 99.991% of the Principal Amount per 2024 Note, plus accrued interest, if any, from May 28, 2021

     

    2026
    Notes: 99.874% of the Principal Amount per 2026 Note, plus accrued interest, if any, from May 28, 2021

     

    2028
    Notes: 99.830% of the Principal Amount per 2028 Note, plus accrued interest, if any, from May 28, 2021

     

    2031
    Notes: 99.875% of the Principal Amount per 2031 Note, plus accrued interest, if any, from May 28, 2021

	 	 
	Issue Date	
    2024
    Notes: May 28, 2021

     

    2026
    Notes: May 28, 2021

     

    2028 Notes: May 28, 2021

     

    2031 Notes: May 28, 2021

	 	 
	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. Twelve 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 hereto. In certain circumstances described in the Indenture, Notes may be issued in definitive form.



 






     


     


    

 


	Maturity	2024 Notes: May 28, 2024

                            

                           2026 Notes: May 28, 2026

                            

                           2028 Notes: May 28, 2028

                            

                           2031 Notes: May 28, 2031

	 	 
	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	2024 Notes: 0.700% per annum, accruing from May 28, 2021

         

        2026 Notes: 1.200% per annum, accruing from May 28, 2021

         

        2028 Notes: 1.750% per annum, accruing from May 28, 2021

         

        2031 Notes: 2.250% per annum, accruing from May 28, 2021

	 	 
	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 2024 Notes shall be payable semi-annually in arrears
    on May 28 and November 28 of each year, commencing November 28, 2021 (each, a “2024 Interest Payment Date”).

     

    Interest on the 2026 Notes shall be payable semi-annually in arrears
    on May 28 and November 28 of each year, commencing November 28, 2021 (each, a “2026 Interest Payment Date”).

     

    Interest on the 2028 Notes shall be payable semi-annually in arrears
    on May 28 and November 28 of each year, commencing November 28, 2021 (each, a “2028 Interest Payment Date”).

     

    Interest on the 2031 Notes shall be payable semi-annually in arrears
    on May 28 and November 28 of each year, commencing November 28, 2021 (each, a “2031 Interest Payment Date”
    and together with each 2024 Interest Payment Date, each 2026 Interest Payment Date and each 2028 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	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.
	 	 
	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	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:	 
	 	 
	Special Mandatory Redemption	
    The 2026 Notes, 2028 Notes and 2031 Notes (the “Special Mandatory
    Redemption Notes”) will be subject to special mandatory redemption.

     

    If (x) the consummation of the Alexion Acquisition (as defined
    below) does not occur on or before March 12, 2022 or (y) prior to such date, the Issuer notifies the Trustee that it will not
    pursue the consummation of the Alexion Acquisition (each of (x) and (y), a “Special Mandatory Redemption Trigger”),
    then, in either case, the Issuer will be required to redeem the Special Mandatory Redemption Notes then outstanding (such redemption,
    the “Special Mandatory Redemption”) at a redemption price equal to 101% of the principal amount of the Special Mandatory
    Redemption Notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special
    Mandatory Redemption Price”).

     

    The 2024 Notes will not be subject to Special Mandatory Redemption.

     

    In the event that the Issuer becomes obligated to redeem the relevant
    Special Mandatory Redemption Notes pursuant to the Special Mandatory Redemption, the Issuer will promptly, and in any event not more than
    five Business Days after the date on which a Special Mandatory Redemption Trigger occurred, deliver notice to the Trustee of the Special
    Mandatory Redemption and the date upon which the relevant Special Mandatory Redemption Notes will be redeemed (the “Special Mandatory
    Redemption Date,” which date shall be no later than the third Business Day following the date of such notice) together with
    a notice of Special Mandatory Redemption for the Trustee to deliver to each registered holder of Special Mandatory Redemption Notes to
    be redeemed. The Trustee will then promptly mail, or electronically deliver, according to the procedures of DTC, such notice of Special
    Mandatory Redemption to each registered holder of the Special Mandatory Redemption Notes to be redeemed. Unless the Issuer defaults in
    payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue
    on the Special Mandatory Redemption Notes to be redeemed.

     

    Notwithstanding the foregoing, installments of interest on any series
    of the Special Mandatory Redemption Notes of the Issuer that are due and payable on an Interest Payment Date falling on or prior to the
    Special Mandatory Redemption Date will be payable on such Interest Payment Date to the registered holders as of the close of business
    on the relevant record dates in accordance with the Special Mandatory Redemption Notes and the Indenture.

     

    “Alexion Acquisition” means the transactions contemplated
    by the Agreement and Plan of Merger, dated as of December 12, 2020, among the Guarantor and the other parties thereto, with respect
    to the acquisition by the Guarantor of Alexion Pharmaceuticals, Inc., a Delaware corporation, as it may be amended from time to time
    prior to or subsequent to the date hereof.




 






     


     


    

 


	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

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     
	
    Optional, in whole or in part, at the option of the Issuer, from time
    to time as follows: (i) prior to the applicable Par Call Date (as set forth below), at a redemption price equal to the greater of
    (A) 100% of the principal amount of such Notes to be redeemed, and (B) as determined by the Quotation Agent (as defined below),
    the sum of the present values of the remaining scheduled payments of principal and interest on such Notes to be redeemed (assuming for
    this purpose that such series of Notes matured on the applicable Par Call Date and not including any portion of such payments of interest
    accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting
    of twelve 30-day months) at the Treasury Rate plus the Make Whole Spread (as set forth below) and (ii) on or after the applicable
    Par Call Date, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus, in each case, accrued interest
    thereon to, but excluding, the date of redemption.

     

    “Treasury
    Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of
    the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
    equal to the Comparable Treasury Price for such redemption date.

     

    “Comparable
    Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated
    maturity comparable to the remaining term of the applicable series of Notes to be redeemed that would be utilized, at the time of selection
    and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the
    remaining term of such series of Notes (assuming for this purpose that such series of Notes matured on the applicable Par Call Date).

     

    “Comparable
    Treasury Price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the
    Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations,
    or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations.

     

    “Quotation
    Agent” means the Reference Treasury Dealer appointed by the Issuer.

     

    “Reference
    Treasury Dealer” means (i) each of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley &
    Co. LLC and their respective successors or affiliates; provided, however, that if any of the foregoing shall cease to be a primary
    U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefor
    another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Issuer.

     

    “Reference
    Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
    by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
    amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day
    preceding such redemption date.

     

    “Make-Whole
    Spread” means, with respect to (i) the 2024 Notes, 10 basis points, (ii) the 2026 Notes, 10 basis points, (iii) the
    2028 Notes, 10 basis points and (iv) the 2031 Notes, 12.5 basis points.

     

    “Par
    Call Date” means, with respect to (i) the 2024 Notes, May 28, 2022, (ii) the 2026 Notes, April 28, 2026,
    (iii) the 2028 Notes, March 28, 2028 and (iv) the 2031 Notes, February 28, 2031.




 






     


     


    

 


	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.



 






     


     


    

 


	Sinking Fund	None.
	 	 
	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 May 25, 2021 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 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: May 28, 2021	
	 	 
	 	/s/ Mariam Koohdary
	 	Name: Mariam Koohdary
	 	Title: President and Secretary
	 	 
	 	/s/ David E. White
	 	Name: David E. White
	 	Title: Treasurer




 


[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


 


0.700%
Notes due 2024


 


FULLY
AND UNCONDITIONALLY GUARANTEED BY


ASTRAZENECA
PLC


 


	No. 001	     U.S.$500,000,000




 


CUSIP
No. 04636NAC7

ISIN No. US04636NAC74


 


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 May 28, 2024 and to pay interest thereon from and including
May 28, 2021 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 May 28 and November 28 in each year, commencing November 28, 2021 (each, an “Interest
Payment Date”), at the rate of 0.700% 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.


 






     


     


    

 


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: May 28, 2021


 


	 	ASTRAZENECA FINANCE LLC
	 	 	 
		By:	/s/ David E. White

                                                                    

                                                                    

	 	 	Name: David E. White
	 	 	Title: Treasurer



 


		By:	/s/ Thomaz Bonato

                                                                    

                                                                    

	 	 	Name: Thomaz Bonato
	 	 	Title: 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: May 28, 2021 	
	 	 
	 	THE
                                            BANK OF NEW YORK MELLON 

As Trustee

	 	 
	 	By:	/s/ Latoya S. Elvin







 






     


     


    

 



 


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 28th day of May, 2021.


 


	 	ASTRAZENECA PLC
	 	 	 
	 	By:	/s/ Jonathan Slade
			Name: Jonathan Slade

Title: Group Treasurer



 


	 	By:	/s/ Matthew Bowden
			Name: Matthew Bowden

Title: Deputy Company Secretary



 






     


     


    

 


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.$1,600,000,000.


 


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 May 28, 2022 (the “Par Call Date”), at a Redemption Price
equal to the greater of (A) 100% of the principal amount of the Securities to be redeemed, and (B) as determined by the Quotation
Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest thereon (assuming
for this purpose that such series of Notes matured on the Par Call Date and not including any portion of such payments of interest accrued
as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 10 basis points, and (ii) on or after the Par Call Date, at a redemption price equal to
100% of the principal amount of the Securities to be redeemed; plus, in each of cases (A) and (B) above, accrued interest thereon
to, but excluding, the date of redemption.


 


“Business
Day” means 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 Securities, 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.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated
maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
such Securities (assuming for this purpose that such Securities matured on the Par Call Date).


 


“Comparable
Treasury Price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations,
or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations.


 


“Quotation
Agent” means the Reference Treasury Dealer appointed by the Issuer.


 


“Reference
Treasury Dealer” means (i) each of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley &
Co. LLC and their respective successors or affiliates; provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefor
another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Issuer.


 






     


     


    

 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day
preceding such redemption date.


 


“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.


 


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


 


0.700%
Notes due 2024


 


FULLY
AND UNCONDITIONALLY GUARANTEED BY


ASTRAZENECA
PLC


 


		No. 002	     U.S.$500,000,000



 


CUSIP
No. 04636NAC7

ISIN No. US04636NAC74


 


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 May 28, 2024 and to pay interest thereon from and including
May 28, 2021 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 May 28 and November 28 in each year, commencing November 28, 2021 (each, an “Interest
Payment Date”), at the rate of 0.700% 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.


 






     


     


    

 


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: May 28, 2021


 





 


	 	ASTRAZENECA FINANCE LLC
	 	 	 
	 	By:	/s/ David E. White
			Name: David E. White

Title: Treasurer



 


	 	By:	/s/ Thomaz Bonato
			Name: Thomaz Bonato

Title: 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: May 28, 2021


 





	 	THE BANK OF NEW YORK MELLON
 As Trustee
	 	 	 
		By:	/s/ Latoya S. Elvin


 






     


     


    

 





 



 


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 28th day of May, 2021.


 


	 	ASTRAZENECA PLC
	 	 
	 	 	 
		By:	/s/ Jonathan Slade

                                                                    

                                                                    

	 	 	Name: Jonathan Slade
	 	 	Title: Group Treasurer
	 	 	 
	 	 	 
		By:	/s/ Matthew Bowden

                                                                    

                                                                    

	 	 	Name: Matthew Bowden
	 	 	Title: Deputy Company Secretary



 






     


     


    

 


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.$1,600,000,000.


 


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 May 28, 2022 (the “Par Call Date”), at a Redemption Price
equal to the greater of (A) 100% of the principal amount of the Securities to be redeemed, and (B) as determined by the Quotation
Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest thereon (assuming
for this purpose that such series of Notes matured on the Par Call Date and not including any portion of such payments of interest accrued
as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 10 basis points, and (ii) on or after the Par Call Date, at a redemption price equal to
100% of the principal amount of the Securities to be redeemed; plus, in each of cases (A) and (B) above, accrued interest thereon
to, but excluding, the date of redemption.


 


“Business
Day” means 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 Securities, 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.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated
maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
such Securities (assuming for this purpose that such Securities matured on the Par Call Date).


 


“Comparable
Treasury Price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations,
or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations.


 


“Quotation
Agent” means the Reference Treasury Dealer appointed by the Issuer.


 


“Reference
Treasury Dealer” means (i) each of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley &
Co. LLC and their respective successors or affiliates; provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefor
another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Issuer.


 






     


     


    

 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day
preceding such redemption date.


 


“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.


 


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


 


0.700%
Notes due 2024


 


FULLY
AND UNCONDITIONALLY GUARANTEED BY


ASTRAZENECA
PLC


 


	No. 003	 	     U.S.$500,000,000




 


CUSIP
No. 04636NAC7

ISIN No. US04636NAC74


 


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 May 28, 2024 and to pay interest thereon from and including
May 28, 2021 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 May 28 and November 28 in each year, commencing November 28, 2021 (each, an “Interest
Payment Date”), at the rate of 0.700% 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.


 






     


     


    

 


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: May 28, 2021


 


	 	ASTRAZENECA FINANCE LLC
	 	 
	 	 	 
		By:	/s/ David E. White

                                                                    

                                                                    

	 	 	Name: David E. White
	 	 	Title: Treasurer
	 	 	 
	 	 	 
		By:	/s/ Thomaz Bonato

                                                                    

                                                                    

	 	 	Name: Thomaz Bonato
	 	 	Title: 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: May 28, 2021


 


	 	THE BANK OF NEW YORK MELLON
	 	As Trustee
	 	 
	 	By:	/s/ Latoya S. Elvin




 






     


     


    





 


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.


 


[Signature Page - Officers’ Certificate
Pursuant to the Indenture]


 






     


     


    

 


IN WITNESS whereof, the Guarantor
has caused this Guaranty to be duly executed this 28th day of May, 2021.


 





 


	 	ASTRAZENECA PLC
	 	 
	 	 	 
		By:	/s/ Jonathan Slade

                                                                    

                                                                    

	 	 	Name: Jonathan Slade
	 
	 	Title: Group Treasurer
	 	 	 
	 	 	 
		By:	/s/ Matthew Bowden

                                                                    

                                                                    

	 	 	Name: Matthew Bowden
	 	 	Title: Deputy Company Secretary



 






     


     


    

 


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.$1,600,000,000.


 


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 May 28, 2022 (the “Par Call Date”), at a Redemption Price
equal to the greater of (A) 100% of the principal amount of the Securities to be redeemed, and (B) as determined by the Quotation
Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest thereon (assuming
for this purpose that such series of Notes matured on the Par Call Date and not including any portion of such payments of interest accrued
as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 10 basis points, and (ii) on or after the Par Call Date, at a redemption price equal to
100% of the principal amount of the Securities to be redeemed; plus, in each of cases (A) and (B) above, accrued interest thereon
to, but excluding, the date of redemption.


 


“Business
Day” means 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 Securities, 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.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated
maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
such Securities (assuming for this purpose that such Securities matured on the Par Call Date).


 


“Comparable
Treasury Price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations,
or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations.


 


“Quotation
Agent” means the Reference Treasury Dealer appointed by the Issuer.


 


“Reference
Treasury Dealer” means (i) each of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley &
Co. LLC and their respective successors or affiliates; provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefor
another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Issuer.


 






     


     


    

 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day
preceding such redemption date.


 


“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.


 


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


 


0.700%
Notes due 2024


 


FULLY
AND UNCONDITIONALLY GUARANTEED BY


ASTRAZENECA
PLC


 


	No. 004	 	     U.S.$100,000,000




 


CUSIP
No. 04636NAC7

ISIN No. US04636NAC74


 


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 One Hundred Million United States Dollars on May 28, 2024 and to pay interest thereon from and including
May 28, 2021 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 May 28 and November 28 in each year, commencing November 28, 2021 (each, an “Interest
Payment Date”), at the rate of 0.700% 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.


 






     


     


    

 


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: May 28, 2021


 


	 	ASTRAZENECA FINANCE LLC
	 	 
	 	 	 
		By:	/s/ David E. White
	 	 	Name: David E. White
	 	 	Title: Treasurer
	 	 	 
	 	 	 
		By:	/s/ Thomaz Bonato
	 	 	Name: Thomaz Bonato
	 	 	Title: 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: May 28, 2021


 


	 	THE BANK OF NEW YORK MELLON
 As Trustee
	 	 
	 	By:	/s/ Latoya S. Elvin




 






     


     


    

 



 


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 28th day of May, 2021.


 


	 	ASTRAZENECA PLC
	 	 
	 	 
		By:	/s/ Jonathan Slade

                                                                    

                                                                    

	 	 	Name: Jonathan Slade
	 	 	Title: Group Treasurer
	 	 	 
	 	 	 
	 	By:	/s/ Matthew Bowden
	 	 	Name: Matthew Bowden
	 	 	Title: Deputy Company Secretary



 






     


     


    

 


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.$1,600,000,000.


 


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 May 28, 2022 (the “Par Call Date”), at a Redemption Price
equal to the greater of (A) 100% of the principal amount of the Securities to be redeemed, and (B) as determined by the Quotation
Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest thereon (assuming
for this purpose that such series of Notes matured on the Par Call Date and not including any portion of such payments of interest accrued
as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 10 basis points, and (ii) on or after the Par Call Date, at a redemption price equal to
100% of the principal amount of the Securities to be redeemed; plus, in each of cases (A) and (B) above, accrued interest thereon
to, but excluding, the date of redemption.


 


“Business
Day” means 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 Securities, 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.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated
maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
such Securities (assuming for this purpose that such Securities matured on the Par Call Date).


 


“Comparable
Treasury Price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations,
or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations.


 


“Quotation
Agent” means the Reference Treasury Dealer appointed by the Issuer.


 


“Reference
Treasury Dealer” means (i) each of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley &
Co. LLC and their respective successors or affiliates; provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefor
another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Issuer.


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day
preceding such redemption date.


 






     


     


    

 


“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.


 


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.$100,000,000. 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


 


1.200%
Notes due 2026


 


FULLY
AND UNCONDITIONALLY GUARANTEED BY


ASTRAZENECA
PLC


 


	No. 001	 	U.S.$500,000,000




 


CUSIP
No. 04636NAA1

ISIN No. US04636NAA19


 


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 May 28, 2026 and to pay interest thereon from and including
May 28, 2021 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 May 28 and November 28 in each year, commencing November 28, 2021 (each, an “Interest
Payment Date”), at the rate of 1.200% 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.


 






     


     


    

 


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: May 28, 2021


 


	 	ASTRAZENECA FINANCE LLC
	 	 
	 	 	 
		By:	/s/ David E. White

                                                                    

	 	 	Name: David E. White
	 	 	Title: Treasurer
	 	 	 
	 	 	 
		By:	/s/ Thomaz Bonato
	 	 	Name: Thomaz Bonato
	 	 	Title: 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: May 28, 2021


 





	 	THE BANK OF NEW YORK MELLON
	 	As Trustee
	 	 	 
	 	By:	/s/ Latoya S. Elvin



 






     


     


    

 



 


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 28th day of May, 2021.


 


	 	ASTRAZENECA PLC
	 	 
	 	By:	 /s/ Jonathan Slade
	 	 	Name: Jonathan Slade
	 	 	Title: Group Treasurer
	 	 
	 	By:	 /s/ Matthew Bowden
	 	 	Name: Matthew Bowden
	 	 	Title: Deputy Company Secretary






 






     


     


    

 


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 April 28, 2026 (the “Par Call Date”), at a Redemption Price
equal to the greater of (A) 100% of the principal amount of the Securities to be redeemed, and (B) as determined by the Quotation
Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest thereon (assuming
for this purpose that such series of Notes matured on the Par Call Date and not including any portion of such payments of interest accrued
as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 10 basis points, and (ii) on or after the Par Call Date, at a redemption price equal to
100% of the principal amount of the Securities to be redeemed; plus, in each of cases (A) and (B) above, accrued interest thereon
to, but excluding, the date of redemption.


 


“Business
Day” means 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 Securities, 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.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated
maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
such Securities (assuming for this purpose that such Securities matured on the Par Call Date).


 


“Comparable
Treasury Price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations,
or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations.


 


“Quotation
Agent” means the Reference Treasury Dealer appointed by the Issuer.


 


“Reference
Treasury Dealer” means (i) each of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley &
Co. LLC and their respective successors or affiliates; provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefor
another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Issuer.


 






     


     


    

 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day
preceding such redemption date.


 


“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.


 


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.


 


If (x) the consummation
of the Alexion Acquisition (as defined below) does not occur on or before March 12, 2022 or (y) prior to such date, the Issuer
notifies the Trustee that it will not pursue the consummation of the Alexion Acquisition (each of (x) and (y), a “Special
Mandatory Redemption Trigger”), then, in either case, the Issuer will be required to redeem the Securities (such redemption,
the “Special Mandatory Redemption”) at a redemption price equal to 101% of the principal amount of the Securities then
outstanding plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special
Mandatory Redemption Price”).


 


In the event that the Issuer
becomes obligated to redeem the Securities pursuant to the Special Mandatory Redemption, the Issuer will promptly, and in any event not
more than five Business Days after the date on which a Special Mandatory Redemption Trigger occurred, deliver notice to the Trustee of
the Special Mandatory Redemption and the date upon which the Securities will be redeemed (the “Special Mandatory Redemption Date,”
which date shall be no later than the third Business Day following the date of such notice) together with a notice of Special Mandatory
Redemption for the Trustee to deliver to each registered Holder of Securities to be redeemed. The Trustee will then promptly mail, or
electronically deliver, according to the procedures of DTC, such notice of Special Mandatory Redemption to each registered Holder of Securities
to be redeemed. Unless the Issuer defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption
Date, interest will cease to accrue on this Security.


 






     


     


    

 


Notwithstanding the foregoing,
installments of interest on this Security that are due and payable on an Interest Payment Date falling on or prior to the Special Mandatory
Redemption Date will be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant record
dates in accordance with the terms of this Security and the Indenture.


 


“Alexion Acquisition”
means the transactions contemplated by the Agreement and Plan of Merger, dated as of December 12, 2020, among AstraZeneca PLC and
the other parties thereto, with respect to the acquisition by AstraZeneca PLC of Alexion Pharmaceuticals, Inc., a Delaware corporation,
as it may be amended from time to time prior to or subsequent to the date 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


 


1.200%
Notes due 2026


 


FULLY
AND UNCONDITIONALLY GUARANTEED BY


ASTRAZENECA
PLC


 


	No.002	U.S.$500,000,000



 


CUSIP
No. 04636NAA1

ISIN No. US04636NAA19


 


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 May 28, 2026 and to pay interest thereon from and including
May 28, 2021 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 May 28 and November 28 in each year, commencing November 28, 2021 (each, an “Interest
Payment Date”), at the rate of 1.200% 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.


 






     


     


    

 


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: May 28, 2021


 


	 	ASTRAZENECA FINANCE LLC
	 	 
	 	By:	 /s/ David E. White
	 	 	Name: David E. White
	 	 	Title: Treasurer
	 	 
	 	 
	 	By:	/s/ Thomaz Bonato
	 	 	Name: Thomaz Bonato
	 	 	Title: 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: May 28, 2021


 


	 	THE BANK OF NEW YORK MELLON
	 	As Trustee
	 	 
	 	 
	 	By:	/s/ Latoya S. Elvin



 






     


     


    

 




 


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 28th day of May, 2021.


 


	 	ASTRAZENECA PLC
	 	 	 
	 	By:	/s/ Jonathan Slade
	 	 	Name: Jonathan Slade
	 	    	Title: Group Treasurer   


 


	 	By:	/s/ Matthew Bowden
	 	 	Name: Matthew Bowden
	 	 	Title: Deputy Company Secretary


 






     


     


    

 


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 April 28, 2026 (the “Par Call Date”), at a Redemption Price
equal to the greater of (A) 100% of the principal amount of the Securities to be redeemed, and (B) as determined by the Quotation
Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest thereon (assuming
for this purpose that such series of Notes matured on the Par Call Date and not including any portion of such payments of interest accrued
as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 10 basis points, and (ii) on or after the Par Call Date, at a redemption price equal to
100% of the principal amount of the Securities to be redeemed; plus, in each of cases (A) and (B) above, accrued interest thereon
to, but excluding, the date of redemption.


 


“Business
Day” means 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 Securities, 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.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated
maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
such Securities (assuming for this purpose that such Securities matured on the Par Call Date).


 


“Comparable
Treasury Price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations,
or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations.


 


“Quotation
Agent” means the Reference Treasury Dealer appointed by the Issuer.


 


“Reference
Treasury Dealer” means (i) each of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley &
Co. LLC and their respective successors or affiliates; provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefor
another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Issuer.


 






     


     


    

 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day
preceding such redemption date.


 


“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.


 


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.


 


If (x) the consummation
of the Alexion Acquisition (as defined below) does not occur on or before March 12, 2022 or (y) prior to such date, the Issuer
notifies the Trustee that it will not pursue the consummation of the Alexion Acquisition (each of (x) and (y), a “Special
Mandatory Redemption Trigger”), then, in either case, the Issuer will be required to redeem the Securities (such redemption,
the “Special Mandatory Redemption”) at a redemption price equal to 101% of the principal amount of the Securities then
outstanding plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special
Mandatory Redemption Price”).


 






     


     


    

 


In the event that the Issuer
becomes obligated to redeem the Securities pursuant to the Special Mandatory Redemption, the Issuer will promptly, and in any event not
more than five Business Days after the date on which a Special Mandatory Redemption Trigger occurred, deliver notice to the Trustee of
the Special Mandatory Redemption and the date upon which the Securities will be redeemed (the “Special Mandatory Redemption Date,”
which date shall be no later than the third Business Day following the date of such notice) together with a notice of Special Mandatory
Redemption for the Trustee to deliver to each registered Holder of Securities to be redeemed. The Trustee will then promptly mail, or
electronically deliver, according to the procedures of DTC, such notice of Special Mandatory Redemption to each registered Holder of Securities
to be redeemed. Unless the Issuer defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption
Date, interest will cease to accrue on this Security.


 


Notwithstanding the foregoing,
installments of interest on this Security that are due and payable on an Interest Payment Date falling on or prior to the Special Mandatory
Redemption Date will be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant record
dates in accordance with the terms of this Security and the Indenture.


 


“Alexion Acquisition”
means the transactions contemplated by the Agreement and Plan of Merger, dated as of December 12, 2020, among AstraZeneca PLC and
the other parties thereto, with respect to the acquisition by AstraZeneca PLC of Alexion Pharmaceuticals, Inc., a Delaware corporation,
as it may be amended from time to time prior to or subsequent to the date 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


 


1.200%
Notes due 2026


 


FULLY
AND UNCONDITIONALLY GUARANTEED BY


ASTRAZENECA
PLC


 


	No.003	U.S.$250,000,000



 


CUSIP
No. 04636NAA1

ISIN No. US04636NAA19


 


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 Fifty Million United States Dollars on May 28, 2026 and to pay interest thereon from and
including May 28, 2021 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 May 28 and November 28 in each year, commencing November 28, 2021 (each, an “Interest
Payment Date”), at the rate of 1.200% 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.


 






     


     


    

 


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: May 28, 2021


 


	 	ASTRAZENECA FINANCE LLC
	 	 	 
	 	By:	/s/ David E. White
	 	 	Name: David E. White
	 	 	Title: Treasurer


 


	 	By:	/s/ Thomaz Bonato
	 	 	Name: Thomaz Bonato
	 	 	Title: 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: May 28, 2021


 


	 	THE BANK OF NEW YORK MELLON
	 	As Trustee
	 	 	 
	 	By:	/s/ Latoya S. Elvin



 






     


     


    

 



 


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 28th day of May, 2021.


 


 


	 	ASTRAZENECA PLC
	 	 
	 	 	 
	 	By:	/s/ Jonathan Slade
			Name: Jonathan Slade

Title: Group Treasurer



 


	 	 	 
	 	By:	/s/ Matthew Bowden
			Name: Matthew Bowden

Title: Deputy Company Secretary



 









     


     


    

 


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 April 28, 2026 (the “Par Call Date”), at a Redemption Price
equal to the greater of (A) 100% of the principal amount of the Securities to be redeemed, and (B) as determined by the Quotation
Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest thereon (assuming
for this purpose that such series of Notes matured on the Par Call Date and not including any portion of such payments of interest accrued
as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 10 basis points, and (ii) on or after the Par Call Date, at a redemption price equal to
100% of the principal amount of the Securities to be redeemed; plus, in each of cases (A) and (B) above, accrued interest thereon
to, but excluding, the date of redemption.


 


“Business
Day” means 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 Securities, 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.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated
maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
such Securities (assuming for this purpose that such Securities matured on the Par Call Date).


 


“Comparable
Treasury Price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations,
or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations.


 


“Quotation
Agent” means the Reference Treasury Dealer appointed by the Issuer.


 


“Reference
Treasury Dealer” means (i) each of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley &
Co. LLC and their respective successors or affiliates; provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefor
another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Issuer.


 






     


     


    

 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day
preceding such redemption date.


 


“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.


 


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.


 


If (x) the consummation
of the Alexion Acquisition (as defined below) does not occur on or before March 12, 2022 or (y) prior to such date, the Issuer
notifies the Trustee that it will not pursue the consummation of the Alexion Acquisition (each of (x) and (y), a “Special
Mandatory Redemption Trigger”), then, in either case, the Issuer will be required to redeem the Securities (such redemption,
the “Special Mandatory Redemption”) at a redemption price equal to 101% of the principal amount of the Securities then
outstanding plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special
Mandatory Redemption Price”).


 






     


     


    

 


In the event that the Issuer
becomes obligated to redeem the Securities pursuant to the Special Mandatory Redemption, the Issuer will promptly, and in any event not
more than five Business Days after the date on which a Special Mandatory Redemption Trigger occurred, deliver notice to the Trustee of
the Special Mandatory Redemption and the date upon which the Securities will be redeemed (the “Special Mandatory Redemption Date,”
which date shall be no later than the third Business Day following the date of such notice) together with a notice of Special Mandatory
Redemption for the Trustee to deliver to each registered Holder of Securities to be redeemed. The Trustee will then promptly mail, or
electronically deliver, according to the procedures of DTC, such notice of Special Mandatory Redemption to each registered Holder of Securities
to be redeemed. Unless the Issuer defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption
Date, interest will cease to accrue on this Security.


 


Notwithstanding the foregoing,
installments of interest on this Security that are due and payable on an Interest Payment Date falling on or prior to the Special Mandatory
Redemption Date will be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant record
dates in accordance with the terms of this Security and the Indenture.


 


“Alexion Acquisition”
means the transactions contemplated by the Agreement and Plan of Merger, dated as of December 12, 2020, among AstraZeneca PLC and
the other parties thereto, with respect to the acquisition by AstraZeneca PLC of Alexion Pharmaceuticals, Inc., a Delaware corporation,
as it may be amended from time to time prior to or subsequent to the date 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


 


1.750%
Notes due 2028


 


FULLY
AND UNCONDITIONALLY GUARANTEED BY


ASTRAZENECA
PLC


 


	No. 001	U.S.$500,000,000



 


CUSIP
No. 04636NAE3

ISIN No. US04636NAE31


 


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 May 28, 2028 and to pay interest thereon from and including
May 28, 2021 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 May 28 and November 28 in each year, commencing November 28, 2021 (each, an “Interest
Payment Date”), at the rate of 1.750% 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.


 






     


     


    

 


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: May 28, 2021


 


 


	 	ASTRAZENECA FINANCE LLC
	 	 	 
	 	 	 
	 	By:	/s/ David E. White
			Name: David E. White

Title: Treasurer



 


	 	 	 
	 	By:	/s/ Thomaz Bonato
			Name: Thomaz Bonato

Title: 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: May 28, 2021


 


	 	THE BANK OF NEW YORK MELLON

As Trustee
	 	 
	 	 
	 	By:	/s/ Latoya S. Elvin



 






     


     


    

 






 


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 28th day of May, 2021.


 


 


	 	ASTRAZENECA PLC
	 	 
	 	 	 
	 	By:	/s/ Jonathan Slade
			Name: Jonathan Slade

Title: Group Treasurer



 


	 	 	 
	 	By:	/s/ Matthew Bowden
			Name: Matthew Bowden

Title: Deputy Company Secretary



 









     


     


    

 


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 March 28, 2028 (the “Par Call Date”), at a Redemption Price
equal to the greater of (A) 100% of the principal amount of the Securities to be redeemed, and (B) as determined by the Quotation
Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest thereon (assuming
for this purpose that such series of Notes matured on the Par Call Date and not including any portion of such payments of interest accrued
as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 10 basis points, and (ii) on or after the Par Call Date, at a redemption price equal to
100% of the principal amount of the Securities to be redeemed; plus, in each of cases (A) and (B) above, accrued interest thereon
to, but excluding, the date of redemption.


 


“Business
Day” means 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 Securities, 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.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated
maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
such Securities (assuming for this purpose that such Securities matured on the Par Call Date).


 


“Comparable
Treasury Price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations,
or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations.


 


“Quotation
Agent” means the Reference Treasury Dealer appointed by the Issuer.


 


“Reference
Treasury Dealer” means (i) each of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley &
Co. LLC and their respective successors or affiliates; provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefor
another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Issuer.


 






     


     


    

 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day
preceding such redemption date.


 


“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.


 


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.


 


If (x) the consummation
of the Alexion Acquisition (as defined below) does not occur on or before March 12, 2022 or (y) prior to such date, the Issuer
notifies the Trustee that it will not pursue the consummation of the Alexion Acquisition (each of (x) and (y), a “Special
Mandatory Redemption Trigger”), then, in either case, the Issuer will be required to redeem the Securities (such redemption,
the “Special Mandatory Redemption”) at a redemption price equal to 101% of the principal amount of the Securities then
outstanding plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special
Mandatory Redemption Price”).


 






     


     


    

 


In the event that the Issuer
becomes obligated to redeem the Securities pursuant to the Special Mandatory Redemption, the Issuer will promptly, and in any event not
more than five Business Days after the date on which a Special Mandatory Redemption Trigger occurred, deliver notice to the Trustee of
the Special Mandatory Redemption and the date upon which the Securities will be redeemed (the “Special Mandatory Redemption Date,”
which date shall be no later than the third Business Day following the date of such notice) together with a notice of Special Mandatory
Redemption for the Trustee to deliver to each registered Holder of Securities to be redeemed. The Trustee will then promptly mail, or
electronically deliver, according to the procedures of DTC, such notice of Special Mandatory Redemption to each registered Holder of Securities
to be redeemed. Unless the Issuer defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption
Date, interest will cease to accrue on this Security.


 


Notwithstanding the foregoing,
installments of interest on this Security that are due and payable on an Interest Payment Date falling on or prior to the Special Mandatory
Redemption Date will be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant record
dates in accordance with the terms of this Security and the Indenture.


 


“Alexion Acquisition”
means the transactions contemplated by the Agreement and Plan of Merger, dated as of December 12, 2020, among AstraZeneca PLC and
the other parties thereto, with respect to the acquisition by AstraZeneca PLC of Alexion Pharmaceuticals, Inc., a Delaware corporation,
as it may be amended from time to time prior to or subsequent to the date 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


 


1.750%
Notes due 2028


 


FULLY
AND UNCONDITIONALLY GUARANTEED BY


ASTRAZENECA
PLC


 


	No. 002	U.S.$500,000,000



 


CUSIP
No. 04636NAE3

ISIN No. US04636NAE31


 


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 May 28, 2028 and to pay interest thereon from and including
May 28, 2021 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 May 28 and November 28 in each year, commencing November 28, 2021 (each, an “Interest
Payment Date”), at the rate of 1.750% 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.


 






     


     


    

 


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: May 28, 2021


 


 


	 	ASTRAZENECA FINANCE LLC
	 	 	 
	 	 	 
	 	By:	/s/ David E. White
			Name: David E. White

Title: Treasurer



 


	 	 	 
	 	By:	/s/ Thomaz Bonato
			Name: Thomaz Bonato

                                            Title: 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: May 28, 2021


 





	 	THE BANK OF NEW YORK MELLON

As Trustee
	 	 
	 	 
	 	By:	/s/ Latoya S. Elvin


 






     


     


    

 






 


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 28th day of May, 2021.


 


	 	ASTRAZENECA PLC
	 	 	 
		By:	/s/ Jonathan Slade

                                                                    

                                                                    

	 	 	Name: Jonathan Slade
	 	 	Title: Group Treasurer



 


		By:	/s/ Matthew Bowden
	 	 	Name: Matthew Bowden
	 	 	Title: Deputy Company Secretary




 






     


     


    

 


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 March 28, 2028 (the “Par Call Date”), at a Redemption Price
equal to the greater of (A) 100% of the principal amount of the Securities to be redeemed, and (B) as determined by the Quotation
Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest thereon (assuming
for this purpose that such series of Notes matured on the Par Call Date and not including any portion of such payments of interest accrued
as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 10 basis points, and (ii) on or after the Par Call Date, at a redemption price equal to
100% of the principal amount of the Securities to be redeemed; plus, in each of cases (A) and (B) above, accrued interest thereon
to, but excluding, the date of redemption.


 


“Business
Day” means 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 Securities, 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.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated
maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
such Securities (assuming for this purpose that such Securities matured on the Par Call Date).


 


“Comparable
Treasury Price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations,
or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations.


 


“Quotation
Agent” means the Reference Treasury Dealer appointed by the Issuer.


 


“Reference
Treasury Dealer” means (i) each of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley &
Co. LLC and their respective successors or affiliates; provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefor
another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Issuer.


 






     


     


    

 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day
preceding such redemption date.


 


“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.


 


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.


 


If (x) the consummation
of the Alexion Acquisition (as defined below) does not occur on or before March 12, 2022 or (y) prior to such date, the Issuer
notifies the Trustee that it will not pursue the consummation of the Alexion Acquisition (each of (x) and (y), a “Special
Mandatory Redemption Trigger”), then, in either case, the Issuer will be required to redeem the Securities (such redemption,
the “Special Mandatory Redemption”) at a redemption price equal to 101% of the principal amount of the Securities then
outstanding plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special
Mandatory Redemption Price”).


 






     


     


    

 


In the event that the Issuer
becomes obligated to redeem the Securities pursuant to the Special Mandatory Redemption, the Issuer will promptly, and in any event not
more than five Business Days after the date on which a Special Mandatory Redemption Trigger occurred, deliver notice to the Trustee of
the Special Mandatory Redemption and the date upon which the Securities will be redeemed (the “Special Mandatory Redemption Date,”
which date shall be no later than the third Business Day following the date of such notice) together with a notice of Special Mandatory
Redemption for the Trustee to deliver to each registered Holder of Securities to be redeemed. The Trustee will then promptly mail, or
electronically deliver, according to the procedures of DTC, such notice of Special Mandatory Redemption to each registered Holder of Securities
to be redeemed. Unless the Issuer defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption
Date, interest will cease to accrue on this Security.


 


Notwithstanding the foregoing,
installments of interest on this Security that are due and payable on an Interest Payment Date falling on or prior to the Special Mandatory
Redemption Date will be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant record
dates in accordance with the terms of this Security and the Indenture.


 


“Alexion Acquisition”
means the transactions contemplated by the Agreement and Plan of Merger, dated as of December 12, 2020, among AstraZeneca PLC and
the other parties thereto, with respect to the acquisition by AstraZeneca PLC of Alexion Pharmaceuticals, Inc., a Delaware corporation,
as it may be amended from time to time prior to or subsequent to the date 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


 


1.750%
Notes due 2028


 


FULLY
AND UNCONDITIONALLY GUARANTEED BY


ASTRAZENECA
PLC


 


	No. 003	 	     U.S.$250,000,000




 


CUSIP
No. 04636NAE3

ISIN No. US04636NAE31


 


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 Fifty Million United States Dollars on May 28, 2028 and to pay interest thereon from and
including May 28, 2021 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 May 28 and November 28 in each year, commencing November 28, 2021 (each, an “Interest
Payment Date”), at the rate of 1.750% 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.


 






     


     


    

 


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: May 28, 2021


 


	 	ASTRAZENECA FINANCE LLC
	 	 	 
		By:	/s/ David E. White

                                                                    

                                                                    

	 	 	Name: David E. White
	 	 	Title: Treasurer



 


		By:	/s/ Thomaz Bonato

                                                                    

                                                                    

	 	 	Name: Thomaz Bonato
	 	 	Title: 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: May 28, 2021


 


	 	THE BANK OF NEW YORK MELLON
	 	As Trustee



 


	 	By:	/s/ Latoya S. Elvin




 






     


     


    

 



 


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 28th day of May, 2021.


 





	 	ASTRAZENECA PLC
	 	 	 
		By:	/s/ Jonathan Slade 
	 	 	Name: Jonathan Slade
	 	 	Title: Group Treasurer



 


		By:	/s/ Matthew Bowden 
	 	 	Name: Matthew Bowden
	 	 	Title: Deputy Company Secretary



 






     


     


    

 


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 March 28, 2028 (the “Par Call Date”), at a Redemption Price
equal to the greater of (A) 100% of the principal amount of the Securities to be redeemed, and (B) as determined by the Quotation
Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest thereon (assuming
for this purpose that such series of Notes matured on the Par Call Date and not including any portion of such payments of interest accrued
as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 10 basis points, and (ii) on or after the Par Call Date, at a redemption price equal to
100% of the principal amount of the Securities to be redeemed; plus, in each of cases (A) and (B) above, accrued interest thereon
to, but excluding, the date of redemption.


 


“Business
Day” means 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 Securities, 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.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated
maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
such Securities (assuming for this purpose that such Securities matured on the Par Call Date).


 


“Comparable
Treasury Price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations,
or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations.


 


“Quotation
Agent” means the Reference Treasury Dealer appointed by the Issuer.


 


“Reference
Treasury Dealer” means (i) each of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley &
Co. LLC and their respective successors or affiliates; provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefor
another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Issuer.


 






     


     


    

 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day
preceding such redemption date.


 


“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.


 


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.


 


If (x) the consummation
of the Alexion Acquisition (as defined below) does not occur on or before March 12, 2022 or (y) prior to such date, the Issuer
notifies the Trustee that it will not pursue the consummation of the Alexion Acquisition (each of (x) and (y), a “Special
Mandatory Redemption Trigger”), then, in either case, the Issuer will be required to redeem the Securities (such redemption,
the “Special Mandatory Redemption”) at a redemption price equal to 101% of the principal amount of the Securities then
outstanding plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special
Mandatory Redemption Price”).


 


In the event that the Issuer
becomes obligated to redeem the Securities pursuant to the Special Mandatory Redemption, the Issuer will promptly, and in any event not
more than five Business Days after the date on which a Special Mandatory Redemption Trigger occurred, deliver notice to the Trustee of
the Special Mandatory Redemption and the date upon which the Securities will be redeemed (the “Special Mandatory Redemption Date,”
which date shall be no later than the third Business Day following the date of such notice) together with a notice of Special Mandatory
Redemption for the Trustee to deliver to each registered Holder of Securities to be redeemed. The Trustee will then promptly mail, or
electronically deliver, according to the procedures of DTC, such notice of Special Mandatory Redemption to each registered Holder of Securities
to be redeemed. Unless the Issuer defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption
Date, interest will cease to accrue on this Security.


 


Notwithstanding the foregoing,
installments of interest on this Security that are due and payable on an Interest Payment Date falling on or prior to the Special Mandatory
Redemption Date will be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant record
dates in accordance with the terms of this Security and the Indenture.


 


“Alexion Acquisition”
means the transactions contemplated by the Agreement and Plan of Merger, dated as of December 12, 2020, among AstraZeneca PLC and
the other parties thereto, with respect to the acquisition by AstraZeneca PLC of Alexion Pharmaceuticals, Inc., a Delaware corporation,
as it may be amended from time to time prior to or subsequent to the date 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 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


 


2.250%
Notes due 2031


 


FULLY
AND UNCONDITIONALLY GUARANTEED BY


ASTRAZENECA
PLC


 


	No. 001	     U.S.$500,000,000




 


CUSIP
No. 04636NAB9

ISIN No. US04636NAB91


 


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 May 28, 2031 and to pay interest thereon from and including
May 28, 2021 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 May 28 and November 28 in each year, commencing November 28, 2021 (each, an “Interest
Payment Date”), at the rate of 2.250% 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.


 






     


     


    

 


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: May 28, 2021	 
	 	 
	 	ASTRAZENECA FINANCE LLC
	 	 	 
		By:	/s/ David E. White
	 	 	Name: David E. White
	 	 	Title: Treasurer



 


		By:	/s/
Thomaz Bonato


	 	 	Name: Thomaz Bonato
	 	 	Title: 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: May 28, 2021	 
	 
	 	THE BANK OF NEW YORK MELLON 

As Trustee
	 
	 	By:	/s/ Latoya S. Elvin




 






     


     


    

 



 


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 28th day of May, 2021.


 





	 	ASTRAZENECA PLC
	 	 	 
		By:	/s/ Jonathan
Slade


	 	 	Name: Jonathan Slade
	 	 	Title: Group Treasurer
	 	 	 
		By:	/s/ Matthew Bowden


	 	 	Name: Matthew Bowden
	 	 	Title: Deputy Company Secretary



 






     


     


    

 


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.$750,000,000.


 


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 February 28, 2031 (the “Par Call Date”), at a Redemption
Price equal to the greater of (A) 100% of the principal amount of the Securities to be redeemed, and (B) as determined by the
Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest thereon
(assuming for this purpose that such series of Notes matured on the Par Call Date and not including any portion of such payments of interest
accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 12.5 basis points, and (ii) on or after the Par Call Date, at a redemption price
equal to 100% of the principal amount of the Securities to be redeemed; plus, in each of cases (A) and (B) above, accrued interest
thereon to, but excluding, the date of redemption.


 


“Business
Day” means 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 Securities, 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.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated
maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
such Securities (assuming for this purpose that such Securities matured on the Par Call Date).


 


“Comparable
Treasury Price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations,
or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations.


 


“Quotation
Agent” means the Reference Treasury Dealer appointed by the Issuer.


 


“Reference
Treasury Dealer” means (i) each of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley &
Co. LLC and their respective successors or affiliates; provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefor
another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Issuer.


 






     


     


    

 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day
preceding such redemption date.


 


“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.


 


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.


 


If (x) the consummation
of the Alexion Acquisition (as defined below) does not occur on or before March 12, 2022 or (y) prior to such date, the Issuer
notifies the Trustee that it will not pursue the consummation of the Alexion Acquisition (each of (x) and (y), a “Special
Mandatory Redemption Trigger”), then, in either case, the Issuer will be required to redeem the Securities (such redemption,
the “Special Mandatory Redemption”) at a redemption price equal to 101% of the principal amount of the Securities then
outstanding plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special
Mandatory Redemption Price”).


 


In the event that the Issuer
becomes obligated to redeem the Securities pursuant to the Special Mandatory Redemption, the Issuer will promptly, and in any event not
more than five Business Days after the date on which a Special Mandatory Redemption Trigger occurred, deliver notice to the Trustee of
the Special Mandatory Redemption and the date upon which the Securities will be redeemed (the “Special Mandatory Redemption Date,”
which date shall be no later than the third Business Day following the date of such notice) together with a notice of Special Mandatory
Redemption for the Trustee to deliver to each registered Holder of Securities to be redeemed. The Trustee will then promptly mail, or
electronically deliver, according to the procedures of DTC, such notice of Special Mandatory Redemption to each registered Holder of Securities
to be redeemed. Unless the Issuer defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption
Date, interest will cease to accrue on this Security.


 


Notwithstanding the foregoing,
installments of interest on this Security that are due and payable on an Interest Payment Date falling on or prior to the Special Mandatory
Redemption Date will be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant record
dates in accordance with the terms of this Security and the Indenture.


 


“Alexion Acquisition”
means the transactions contemplated by the Agreement and Plan of Merger, dated as of December 12, 2020, among AstraZeneca PLC and
the other parties thereto, with respect to the acquisition by AstraZeneca PLC of Alexion Pharmaceuticals, Inc., a Delaware corporation,
as it may be amended from time to time prior to or subsequent to the date 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


 


2.250%
Notes due 2031


 


FULLY
AND UNCONDITIONALLY GUARANTEED BY


ASTRAZENECA
PLC


 


	No. 002	     U.S.$250,000,000




 


CUSIP
No. 04636NAB9

ISIN No. US04636NAB91


 


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 Fifty Million United States Dollars on May 28, 2031 and to pay interest thereon from and
including May 28, 2021 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 May 28 and November 28 in each year, commencing November 28, 2021 (each, an “Interest
Payment Date”), at the rate of 2.250% 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.


 






     


     


    

 


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: May 28, 2021


 





	 	ASTRAZENECA FINANCE LLC
	 	 	 
		By:	/s/ David E. White
	 	 	Name: David E. White
	 	 	Title: Treasurer



 


		By:	/s/ Thomaz Bonato
	 	 	Name: Thomaz Bonato
	 	 	Title: 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: May 28, 2021	 
	 
	 	THE BANK OF NEW YORK MELLON
 As Trustee
	 
	 	By:	/s/ Latoya S. Elvin




 






     


     


    

 



 


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 28th day of May, 2021.


 


	 	ASTRAZENECA PLC




 


	 	By:	 /s/ Jonathan Slade
	 	 	Name: Jonathan Slade
	 	 	Title: Group Treasurer
	 	 	 
	 	By:	/s/ Matthew Bowden
	 	 	Name: Matthew Bowden
	 	 	Title: Deputy Company Secretary






 






     


     


    

 


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.$750,000,000.


 


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 February 28, 2031 (the “Par Call Date”), at a Redemption
Price equal to the greater of (A) 100% of the principal amount of the Securities to be redeemed, and (B) as determined by the
Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest thereon
(assuming for this purpose that such series of Notes matured on the Par Call Date and not including any portion of such payments of interest
accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 12.5 basis points, and (ii) on or after the Par Call Date, at a redemption price
equal to 100% of the principal amount of the Securities to be redeemed; plus, in each of cases (A) and (B) above, accrued interest
thereon to, but excluding, the date of redemption.


 


“Business
Day” means 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 Securities, 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.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated
maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
such Securities (assuming for this purpose that such Securities matured on the Par Call Date).


 


“Comparable
Treasury Price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations,
or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Quotations.


 


“Quotation
Agent” means the Reference Treasury Dealer appointed by the Issuer.


 


“Reference
Treasury Dealer” means (i) each of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley &
Co. LLC and their respective successors or affiliates; provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefor
another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Issuer.


 






     


     


    

 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day
preceding such redemption date.


 


“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.


 


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.


 


If (x) the consummation
of the Alexion Acquisition (as defined below) does not occur on or before March 12, 2022 or (y) prior to such date, the Issuer
notifies the Trustee that it will not pursue the consummation of the Alexion Acquisition (each of (x) and (y), a “Special
Mandatory Redemption Trigger”), then, in either case, the Issuer will be required to redeem the Securities (such redemption,
the “Special Mandatory Redemption”) at a redemption price equal to 101% of the principal amount of the Securities then
outstanding plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special
Mandatory Redemption Price”).


 






     


     


    

 


In the event that the Issuer
becomes obligated to redeem the Securities pursuant to the Special Mandatory Redemption, the Issuer will promptly, and in any event not
more than five Business Days after the date on which a Special Mandatory Redemption Trigger occurred, deliver notice to the Trustee of
the Special Mandatory Redemption and the date upon which the Securities will be redeemed (the “Special Mandatory Redemption Date,”
which date shall be no later than the third Business Day following the date of such notice) together with a notice of Special Mandatory
Redemption for the Trustee to deliver to each registered Holder of Securities to be redeemed. The Trustee will then promptly mail, or
electronically deliver, according to the procedures of DTC, such notice of Special Mandatory Redemption to each registered Holder of Securities
to be redeemed. Unless the Issuer defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption
Date, interest will cease to accrue on this Security.


 


Notwithstanding the foregoing,
installments of interest on this Security that are due and payable on an Interest Payment Date falling on or prior to the Special Mandatory
Redemption Date will be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant record
dates in accordance with the terms of this Security and the Indenture.


 


“Alexion Acquisition”
means the transactions contemplated by the Agreement and Plan of Merger, dated as of December 12, 2020, among AstraZeneca PLC and
the other parties thereto, with respect to the acquisition by AstraZeneca PLC of Alexion Pharmaceuticals, Inc., a Delaware corporation,
as it may be amended from time to time prior to or subsequent to the date 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