CORCencora

Board and Governance Matters

“Company and WBA accounted for approximately 26% of our revenues and 37% of our receivables as of September 30, 2024. For fiscal 2024, revenue from various agreements and arrangements with WBA was $76.5 billion, and the Company’s receivable, net of incentives, was $9.0 billion as of September 30, 2024.”

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Board and Governance Matters

“In addition, the Shareholders Agreement contains, among other things, certain restrictions on WBA’s ability to transfer its shares of our Common Stock. The Shareholders Agreement also contains certain standstill provisions that, among other things and subject to certain exceptions, prohibit WBA from acquiring additional shares of our Common Stock. The standstill provisions prohibit WBA from entering into voting agreements or granting a proxy to any other person; participating or engaging in a proxy solicitation with respect to Cencora; seeking to control or influence the management or policies of Cencora; or entering into or proposing a merger, business combination or other similar extraordinary transaction involving Cencora. The foregoing restrictions do not prohibit WBA from, subject to certain requirements, making private proposals to Cencora subject to the approval of our Board, or competing with third-party acquisition proposals. The Shareholders Agreement also contains various provisions relating to Board representation, voting arrangements, registration rights and other matters. The subsidiaries of WBA that hold our Common Stock (including Walgreens Boots Alliance Holdings) are also subject to the above-mentioned restrictions and provisions.”

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Board and Governance Matters

“Under the Shareholders Agreement, WBA became entitled to designate a director to our Board when it, together with its subsidiaries, achieved ownership of 5% or more of our Common Stock. Ornella Barra is currently serving on our Board as WBA’s designee and is a nominee for re-election as a director. Ms. Barra has served as a director of the Company since January 2015 and is a member of our Compliance and Risk Committee and Finance Committee.”

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Board and Governance Matters

“WBA is entitled to designate a second director to our Board if it, together with its subsidiaries, acquires in one or more open market transactions, a total of 19,859,795 or more shares of our Common Stock (subject to certain adjustments). If WBA divests its equity securities such that it owns less than 5% of the Common Stock, WBA will no longer be entitled to designate any directors to the Board, and the Shareholders Agreement will, subject to certain exceptions, terminate.”

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Board and Governance Matters

“For so long as WBA has the right to designate a director to our Board, subject to certain exceptions, including matters related to acquisition proposals, WBA will be obligated to vote all of its shares of our Common Stock in accordance with the recommendation of the Board on all matters submitted to a vote of our shareholders (including the election of directors).”

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Related person transaction policy

“We have a written Related Person Transaction Policy, which is posted on our website at investor.cencora.com/governance/policies. The Audit Committee must approve or ratify any transaction, arrangement or relationship exceeding $120,000 in which the Company and any related person has a direct or indirect material interest. This policy includes any series of transactions that exceeds $120,000 in the aggregate in any calendar year. A related person includes:”

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• immediate family members of each of these individuals; and

“a firm, corporation or other entity in which any of these individuals is employed or is a partner or principal or in which any of these individuals has more than a 5% ownership interest.”

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• immediate family members of each of these individuals; and

“A related person must notify our Executive Vice President and Chief Legal Officer in advance of any proposed transaction with us. They must explain the principal features of the proposed transaction, including its potential value and benefit to the Company. Our Executive Vice President and Chief Legal Officer will refer all proposed related person transactions exceeding $120,000 to the Audit Committee for review.”

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• immediate family members of each of these individuals; and

“The Audit Committee will consider the proposed transaction at its next regularly scheduled meeting. In reviewing the proposed transaction, the Audit Committee will take into account those factors it considers appropriate, including the business reasons for the transaction and whether the terms of the transaction are fair to the Company and no less favorable than would be provided by an unaffiliated third party. The Audit Committee will also consider, if applicable, whether the proposed transaction would impair the independence of a director or present an improper conflict of interest for directors, director nominees or executive officers. Directors with an interest in any proposed transaction will not vote on the proposed transaction. The Audit Committee will review annually any ongoing or continuous related person transactions.”

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Related person transactions

“Walgreens Boots Alliance, Inc. (“WBA”), through Walgreens Boots Alliance Holdings LLC, previously controlled more than 5% of our Common Stock, and transactions between us and WBA were subject to our Related Person Transaction Policy until June 2025 when WBA ceased to control more than 5% of our Common Stock. In fiscal 2025, transactions between the Company and WBA accounted for approximately 25% of our revenues and 38% of our accounts receivable, net, as of September 30, 2025.”

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Related person transactions

“As previously disclosed, as part of our strategic relationship with WBA, we entered into various agreements and arrangements with WBA and certain of its affiliates, including a 10-year pharmaceutical distribution agreement, pursuant to which we distribute branded and generic pharmaceutical products to Walgreens pharmacies (“US PVA”), and a generics purchasing services arrangement that provides us with the ability to access generics and related pharmaceutical products through a global sourcing arrangement with Walgreens Boots Alliance Development GmbH (the “WBAD Arrangement”).”

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Related person transactions

“Pursuant to an Amended and Restated Shareholders Agreement (as amended, the “Shareholders Agreement”) between Cencora and WBA, WBA had the right to designate a director to the Board once WBA and certain of its subsidiaries collectively owned 5% or more of our Common Stock. Upon acquiring at least 5% of our Common Stock, WBA designated Ornella Barra, Chief Operating Officer, International of WBA to serve on our Board. Ms. Barra served as a director on our Board in this capacity from January 2015 until May 27, 2025. WBA ceased to control more than 5% of our Common Stock in June 2025 and, as a result, WBA was no longer entitled to designate any directors to our Board under the Shareholders Agreement.”

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Related person transactions

“As previously disclosed, in June 2021, we acquired a majority of WBA’s Alliance Healthcare businesses for $6.275 billion in cash, subject to certain purchase price adjustments, and two million shares of our Common Stock. We also extended the US PVA and the WBAD Arrangement by three years through 2029 and entered into a distribution agreement pursuant to which we will supply branded and generic pharmaceutical products to WBA’s Boots pharmacies in the United Kingdom through 2031.”

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Prohibition of loans to directors and officers

“Our Corporate Governance Principles prohibit the Company from making any loans or extensions of credit to our directors or executive officers. We do not have any programs under which we extend loans to either directors or executive officers.”

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