Exhibit 4.5

Plan Rules of the AstraZeneca Deferred Bonus Plan
Adopted by RemCo on 21 August 2006, amended on 3 February 2014, 24 July 2017, 22 October 2019, 25 September 2020, 27 April 2022, 13 December 2023, 5 February 2024, 3 February 2025, and 11 December 2025
Plan terminates at discretion of RemCo

Astrazeneca Deferred Bonus Plan

What is an ‘award’ and when do you get shares?

An award under the Plan is a contingent right to receive shares in AstraZeneca PLC. When your award ‘vests’ you receive shares. Your award represents the part of your Bonus that has been deferred into AZ shares.

Your award will normally vest a specified number of years after grant. After your award vests, you will receive a net number of shares after withholdings for tax have been made. Your shares will be transferred into a nominee or custodian arrangement for you.

What happens if you leave?

If you end employment for one of the following reasons:

your award will normally vest in full on its vesting date.

If you end employment before the vesting date as a result of your resignation, your award will normally vest on the vesting date, unless RemCo decides otherwise.

If you end employment before the vesting date for any other reason, your award will lapse.

Change of control of AstraZeneca

If there is a change in control of AZ, your award will normally vest in full.

Dividends

On vesting, you will receive cash or additional shares to reflect any dividends that would have been paid to you had you held the shares that vest on any dividend record dates during the Vesting Period (dividend equivalents).

General

Awards are personal to you and may not be transferred or charged until they vest. The awards do not form part of your terms and conditions of employment and are not pensionable.

You may be required to acknowledge the grant of your award and agree to certain terms.

This summary does not form part of the Rules of the DBP. The Rules of the DBP are set out in the following pages and will govern how your awards are treated. Definitions and interpretation provisions are at Appendix 1. If you are resident in a country outside of the UK, your award may be subject to special terms.

Rules of the AstraZeneca Deferred Bonus Plan

RemCo may approve the grant of Awards to Eligible Employees. Awards will not be granted during a Closed Period.

your Award will vest on the Vesting Date, unless RemCo decides that it will vest before then.

Notwithstanding any other provision of these Rules, your Award will lapse to the extent that (i) the Award does not vest in full under Rules 3 or 7; or (ii) the number of Shares which are subject to the Award is reduced under Rule 8.

By accepting the Award, you indemnify AZ and your employer against any Tax Liabilities that may arise in connection with the benefits delivered under the Plan. AZ or your employer may withhold any amount and make any arrangements it considers necessary to meet any Tax Liabilities, which may include the sale on your behalf of any Shares acquired by you under the Plan.

unless Rule 7.2 applies, your Award will vest on the date of that event.

Notwithstanding any other provision, Awards are subject to the Malus and Clawback Global Standard and by accepting an Award, you agree to be bound by the terms of the Malus and Clawback Global Standard.

Appendix 1
Definitions and Interpretation

Award means a contingent right to acquire Shares granted or proposed to be granted under Rule 1;

AZ means AstraZeneca PLC (registered number 2723534);

AZ Group means AZ and any subsidiary, holding company or subsidiary of a holding company of AZ (as each term is defined in section 1159 Companies Act 2006);

Bonus means the bonus awarded to you which is deferred into an Award;

Closed Period means a period when you are prohibited from dealing in Shares under the UK Market Abuse Regulation, the Criminal Justice Act 1993, or under any other statute, regulation or similar code to which AZ is subject or other share dealing code adopted by AZ from time to time;

Control shall have the meaning given in section 995 Income Tax Act 2007;

Date of Grant means with respect to an Award, the date on which the Award is granted;

Dealing Day means a day on which the New York Stock Exchange (or, if relevant and if RemCo determines, any stock exchange nominated by RemCo on which the Shares are traded) is open for the transaction of business;

DI means a depositary interest issued through CREST representing a beneficial interest in an ordinary share in the capital of AZ;

Eligible Employee means any person who at a Date of Grant is an employee of any member of the AZ Group or who was an employee of any member of the AZ Group during the financial year to which the Bonus relates;

Employment means employment as an employee of any member of the AZ Group;

Executive Director means any member of the board of directors of AZ from time to time who is not a non-executive director;

Malus and Clawback Global Standard means the malus and clawback global standard approved by RemCo and which came into effect on 1 December 2023, as amended from time to time;

Market Value means, in relation to an ordinary share on any day, an amount equal to the average of the middle market closing prices of a Share (as derived from the New York Stock Exchange Listings Directory) on the three consecutive Dealing Days preceding that day (or such other Dealing Day or Dealing Days as RemCo may decide) or, in the case of a DI, by reference to the average of the equivalent price of a DI as derived from the Daily Official List of the London Stock Exchange plc on trading days as close as possible to those Dealing Days. In the event that the ordinary shares cease to be traded on the New York Stock Exchange and are admitted to trading on a replacement market, references to the New York Stock Exchange shall be construed as references to the equivalent of such replacement market. In the event that DIs cease to be traded on the Main Market of the London Stock Exchange and are admitted to trading on a replacement market, references to the London Stock Exchange shall be construed as references to such replacement market;

Plan means the AstraZeneca Deferred Bonus Plan constituted by these Rules;

RemCo means the duly authorised remuneration committee of the board of directors of AZ;

Share means a fully paid ordinary share in the capital of AZ or, where the context requires it, an equivalent number of DIs;

Shareholding Arrangement means the nominee or custodian arrangement referred to in Rule 5.1;

Tax Liabilities means any income tax, employee’s national insurance contributions, social security charges or similar taxes or charges imposed in any jurisdiction for which AZ or any member of the AZ Group is required to account;

Trustee means the trustee for the time being of an employee benefit trust established by AZ;

Variation means a capitalisation issue, rights issue, subdivision, consolidation, reduction, or any other variation in the capital of AZ;

Vesting Date means in relation to an Award the date specified at the Date of Grant, save that if such date falls within a Closed Period, unless RemCo has made a determination under Rule 5.5, the Vesting Date will be the first Dealing Day following the end of that Closed Period;

Vesting Period means in relation to an Award, the period between the Date of Grant of the Award and the Vesting Date; and

You means any Eligible Employee to whom an Award has been granted, or (where the context requires) that Eligible Employee’s personal representatives, and “your” shall be construed accordingly.

Interpretation

Headings are for convenience only. Words in the singular include the plural and vice versa and words importing gender include both genders. Reference to statutory provisions include amendments, extensions or re-enactments and equivalent legislation in any country other than England, and include any regulations or subordinate legislation made under them.

Appendix 2
Schedule for US Participants

The provisions of sections 1 to 5 of this Schedule modify the Rules of the Plan in respect of any Awards granted under it on or after 24 July 2017 to Eligible Employees who are resident in the United States.

“You may be required, as a condition of the vesting of your Award, to represent and agree that, in relation to Shares you acquire under the Plan:

AZ may endorse on certificates representing Shares issued or transferred upon the vesting of an Award such legend referring to the foregoing representations or restrictions or any other applicable restrictions on resale as AZ, in its discretion, shall deem appropriate.”

“Redundancy means a qualifying involuntary termination without cause (but excluding a termination by mutual agreement or mutual consent) entitling you to a severance payment under a severance program adopted by your U.S. employing company. Vesting under these Rules following your redundancy termination is subject always to your having met all the requirements of such severance program, including having executed a valid release of all and any claims against the AZ Group;”

“Retirement means:

The remaining provisions of this Schedule modify the Rules of the Plan in respect of any Awards granted under it to Eligible Employees who are US taxpayers (whether or not they are also resident in the United States).

“Subject to Rules 3, 7 and 8, your Award will vest on the Vesting Date, to the extent that any terms and conditions imposed under Rule 2.1 have been met. For the avoidance of doubt, you shall have no rights in respect of the Shares the subject of an Award until the Award has vested. If vesting of an Award would be prohibited by a Closed Period, the day on which the Award vests will be the first Dealing Day on which such prohibition ceases to apply or, if later, the first day on which you are able to trade in the Shares after the Closed Period ceases. In any event, the latest day by which the Shares subject to an Award will be delivered to you is the US Taxpayer Payment Deadline (as defined in Rule 5.1 (as inserted by paragraph 9 of this Appendix 2)).”

“If you end Employment before the Vesting Date as a result of your resignation, your Award will vest on the Vesting Date, unless RemCo decides that it will lapse on the date you end Employment.”

“After vesting of your Award, the Shares subject to such an Award in respect to which it has vested will, subject to Rule 6, be delivered to you as soon as practicable following the vesting of the Award, but in no event later than the end of the year in which the applicable vesting date occurs, or, if later, by the 15th day of the third month following the applicable vesting date (collectively, the “US Taxpayer Payment Deadline”). You will not be permitted, either directly or indirectly, to designate the year of payment. In the event that an Award vests by reason of Redundancy and your termination of Employment occurs in the calendar year preceding the deadline for you to execute and submit a valid release of claims (if any) required by the applicable severance program, then the year of payment will be the year of the release deadline regardless of whether you earlier submit the release. For the avoidance of doubt, an Award shall only become payable upon the earlier of the Vesting Date or the date upon which your Award vests under Rule 3 or Rule 7.”

“Your Shares may be transferred into any nominee or other custodian arrangement as AZ shall determine is appropriate (Shareholding Arrangement) and will be held on your behalf on the terms notified to you from time to time. In the case of Executive Directors, this may include arrangements to ensure compliance with such shareholding requirements following cessation of employment as may apply from time to time.”

“To the extent that your Award vests, you will receive an amount equivalent to the total dividends paid or which are payable on the number of Shares that vest, by reference to dividend record dates during the Vesting Period, or if your Award vests early, until the date of such vesting. This payment will be made in cash or Shares, subject to deductions for Tax Liabilities, after your Award has vested, but in no event later than the US Taxpayer Payment Deadline (as defined in Rule 5.1 (as inserted by paragraph 9 of this Appendix 2)).”

“If an Award vests pursuant to this Rule 7, and the event described in Rule 7 also constitutes a “change in control event” under Section 409A of the US Internal Revenue Code of 1986, as it may be amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder (the “Code”), then the Shares subject to it in respect of which it has vested will, subject to Rule 6, be transferred to you as soon as practicable following the vesting of an Award, but in no event later than the US Taxpayer Payment Deadline. If such event does not constitute a “change in control event” under Section 409A of the Code, then the Award will vest on the occurrence of such event described in Rule 7, but shall not be delivered to you until the date that the Award would otherwise be payable to you under the terms of the Plan.”

“if you are on an authorized leave of absence pursuant to an AZ policy or a legal entitlement, you will not end Employment until the earlier of the date on which you notify your employer of your intention not to return to work or the date on which you cease to have statutory or contractual rights to return to work; and”

“Notwithstanding anything to the contrary, this Rule 8 shall not apply in any jurisdiction where its enforcement would be prohibited by applicable law.”