Cencora Inc

**Policy Statement on U.S. Political Engagement**

Cencora, Inc. participates in the political process to advance the interests of the Company and our employees. In the United States, we engage in the political process at the national and state levels by making political contributions to candidates for elective office, by presenting to legislators and other government officials our position on issues of interest to us and by working with industry and trade groups, without regard to the private preferences of our executives.

In these efforts, we focus on healthcare policy and other issues that directly affect our business and the businesses of our customers, including pharmaceutical manufacturers and health systems. Policy issues of particular importance to our business include enactment of laws and regulations intended to protect the safety of the pharmaceutical supply chain, tax legislation, implementation of the Patient Protection and Affordable Care Act and implementation of the Inflation Reduction Act.

We are committed to participating responsibly and ethically in the political process. This commitment is reflected in the Cencora, Inc. Code of Ethics and Business Conduct, which specifically addresses the ethical and honest conduct that we require of our directors, officers and employees in their interactions with government officials.

To increase transparency about our engagement in the political process, we are posting this policy statement on our website at investor.cencora.com. In addition, to improve access to information about our expenditures for political contributions and lobbying activities, we will disclose annually on our website the aggregate amount of these expenditures for the prior year.

**Cencora Board Oversight**

The Governance, Sustainability and Corporate Responsibility Committee of Cencora's Board of Directors has oversight of the Company's political contributions and lobbying activities. We review our political contributions and those of the Cencora, Inc. Political Action Committee, or Cencora PAC, annually with the Governance, Sustainability and Corporate Responsibility Committee. We also review our Policy Statement on Political Engagement with the Governance, Sustainability and Corporate Responsibility Committee.

**Political Contributions**

Federal law prohibits corporations from contributing corporate funds directly to federal candidates or party committees. A corporation may, however, sponsor a political action committee that contributes to federal and state candidates from funds voluntarily received from employees. In some states, contributions from corporate funds to state and local candidates are permissible, subject to certain limitations.

**Cencora PAC Contributions**

Eligible Cencora employees may contribute voluntarily to the Cencora PAC. The Cencora PAC makes contributions to federal, state and local candidates, leadership PACs, party committees and some industry association PACs. The Cencora PAC makes contributions to candidates with leadership positions in Congress and, where permitted, state legislatures, including candidates who are likely to serve on committees with jurisdiction and oversight over key issues affecting our business. Contributions are made to candidates of both major political parties based on their

individual positions on business and policy issues that affect Cencora, our employees and our customers. The Cencora PAC also supports candidates in states or districts where our facilities and employees are located. The Cencora PAC does not participate in presidential primary or general election contests.

The Cencora PAC is governed by its own Board of Directors. The Cencora PAC Board of Directors meets at least twice a year to make decisions about where to allocate Cencora team member political contributions. The Cencora PAC Board of Directors oversees the contribution strategy and approves Cencora PAC's political contributions. Cencora PAC provides an annual report to the Governance, Sustainability and Corporate Responsibility Committee of the Cencora Board of Directors detailing its contributions over the prior year.

The Cencora PAC Board of Directors is composed of the following Cencora executives:

Gina K. Clark, Executive Vice President and Chief Communications & Administration Officer
Elizabeth S. Campbell, Executive Vice President & Chief Legal Officer
Willis Chandler, President, Global Pharma Services
David M. Senior, Senior Vice President, Market Economics
Beth Mitchell, Vice President, U.S. Public Policy & Advocacy
Jenni Zilka, Senior Vice President, Community & Specialty Pharmacy & President, Good Neighbor Pharmacy
Kevin Conway, Senior Vice President, Tax
Christopher Reed, Vice President, Manufacturer, Regulatory and Government Operations

In 2022, Cencora PAC contributions to federal and state candidates totaled approximately $511,800 in the aggregate. We are required by federal law to file regular reports disclosing all political contributions made by the Cencora PAC. You can access our reports and all information on Cencora PAC (formerly reported as AB Associates PAC) contributions on the Federal Election Commission website at https://www.fec.gov/data/committee/C00400929/.

**Cencora, Inc. Political Contributions**

Where permitted by law in selected states, the Company makes political contributions from corporate funds, primarily to the electoral campaigns of individual state or local candidates. The amount of these contributions is limited by state law. The Cencora PAC Board of Directors oversees the approval of contributions from corporate funds to ensure alignment with the Company's contribution strategy. In 2022, Cencora made $18,000 in contributions to candidates at the state level.

In 2022, we did not make any contributions to fund independent expenditures, including to "super PACs" or other tax-exempt groups that advocate for the election or defeat of a federal or state candidate.

In limited instances, corporations are permitted to support voter referendums and certain national political groups. In 2022, we did not make any corporate contributions to voter referendums or ballot initiatives. In the event that we make corporate contributions to any voter referendums or other ballot initiatives in the future, we will disclose those contributions in our policy statement.

In 2022, Cencora made corporate contributions of $130,000 in the aggregate to the following national party associations:

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|National Party Association|2022 Contribution|
|---|---|
|Democratic Governors Association (DGA)|$50,000|
|Republican Governors Association (RGA)|$50,000|
|Democratic Legislative Campaign Committee|$15,000|
|Republican State Leadership Committee|$15,000|

Cencora conducts internal procedures to ensure compliance with company policies and all applicable federal and state laws with respect to corporate political contributions, including limitations on amounts, reporting and disclosure requirements. Our Senior Vice President, Global Public Affairs and Vice President, U.S. Policy and Advocacy, in consultation with the Company's legal counsel, oversee all internal procedures related to U.S. political activity. A report on the Company's corporate political contributions will be made annually to the Governance, Sustainability and Corporate Responsibility Committee of the Board of Directors.

**Lobbying Activities**

Cencora engages in lobbying activity to support our position on public policy issues. In addition to advocacy efforts by our employees, we have also engaged external lobbyists in Washington, D.C. and certain other jurisdictions to track emerging legislative and regulatory developments and to assist us in educating legislators and regulators about issues affecting our business, employees and customers. Through lobbyists, we also advocate for health care policies consistent with our goal of efficiently and effectively supplying high-quality, low-cost pharmaceutical products, as well as advanced therapies, to as many healthcare providers and, ultimately, patients as possible.

In 2022, Cencora spent approximately $2,230,000, in the aggregate, on federal lobbying expenses and approximately $539,000 in state lobbying expenses. These expenses include the salaries and expenses of our employees who engage in lobbying activities as well as third party costs, such as amounts paid to consultants who engage in lobbying activity on our behalf.

We report annually to the Governance, Sustainability and Corporate Responsibility Committee of the Cencora Board of Directors on the costs associated with lobbying activities over the previous year. We also comply with the reporting requirements of the Lobbying Disclosure Act of 1995, which requires disclosure of certain Congressional lobbying expenses and activities, including the issues with respect to which we have engaged in lobbying activities. We file reports disclosing our federal lobbying-related expenses on a quarterly basis. We encourage you to review our filings on federal lobbying activities with the Clerk of the House of Representatives and the Secretary of the Senate, which are available at
[https://lda.senate.gov/system/public/](https://lda.senate.gov/system/public/)

[https://lobbyingdisclosure.house.gov/](https://lobbyingdisclosure.house.gov/)

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Cencora is a member of several industry and trade groups. We work with these groups to address issues affecting our industry and to educate government officials and other stakeholders about the effects of proposed legislation or regulation on our business and industry. Certain dues paid to these organizations may be used to support lobbying activities.

Listed below are the industry trade associations to which we have paid dues in an amount over $50,000 in 2022. Trade associations are required to report to us what portion of our annual dues are not deductible under federal tax laws because they were used for lobbying activities or to influence legislation. We also provide that information below.

Trade Association 2022 Dues Portion of Dues Allocated to Non
Deductible Lobbying Expense
Healthcare Distribution Alliance $5,535,000 $1,107,000
(fka Healthcare Distribution Management Association)

Healthcare Leadership Council $200,000 $60,000
National Association of Chain Drug Stores $390,000 $136,500
National Association of Wholesalers-Distributors $185,424 $37,084
National Community Pharmacists Association $250,000 $62,500
Business Roundtable $300,000 $180,000
Community Oncology Alliance $80,000 $3,584

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Published November 2023

|Trade Association|2022 Dues|Portion of Dues Allocated to Non- Deductible Lobbying Expense|
|---|---|---|
|Healthcare Distribution Alliance (fka Healthcare Distribution Management Association)|$5,535,000|$1,107,000|
|Healthcare Leadership Council|$200,000|$60,000|
|National Association of Chain Drug Stores|$390,000|$136,500|
|National Association of Wholesalers-Distributors|$185,424|$37,084|
|National Community Pharmacists Association|$250,000|$62,500|
|Business Roundtable|$300,000|$180,000|
|Community Oncology Alliance|$80,000|$3,584|

**Our approach to governance and oversight** The governance and ongoing execution of our global ESG impact is the responsibility of leaders and key internal partners across Cencora. The Global ESG impact team is led by the SVP, Global Sustainability, ESG Integration, and Real Estate, and falls under the purview of the Chief Communications & Administration Officer, who reports directly into the Chairman, President, and Chief Executive Officer of Cencora. Our global ESG impact strategy, program, and goals have direct oversight and approval by the Executive Management Committee and our Board of Directors, particularly the Governance, Sustainability, and Corporate Responsibility Committee. Compliance and ethics are the cornerstone of our approach to ESG as a company, and we maintain a shared responsibility to operate at the highest levels of business ethics and integrity standards. All activities across our global ESG initiatives follow our global Code of Ethics and Business Conduct to ensure we execute our efforts aligned to these principles and uphold our standards.

Maintaining regular dialogue with our shareholders is critically important to Cencora's Board of Directors (the "Board") and management team and ultimately to our success. The goal of our engagement and outreach efforts is to solicit feedback and understand and identify issues of importance to our shareholders. Additionally, we proactively communicate with the investment community and shareholders about our financial performance, operations and strategic developments through a year-round engagement program that includes the following: - Quarterly earnings releases, investor presentations and conference calls; - Conference calls, presentations and webcasts related to specific developments; - Participation in numerous healthcare investor conferences with webcasted presentations; - In-person and telephonic meetings with investors and stakeholders; - Proactive outreach to institutional investors, pension funds and governance professionals from our largest shareholders; and - Our annual shareholders meeting that includes a Q&A session. As part of our ongoing engagement program, we meet with shareholders throughout the year to discuss a broad range of topics, including strategic priorities, risk management, corporate governance and executive compensation, and ESG initiatives. Members of our Board and management team participate in these engagements and incorporate feedback from shareholders into their decision-making processes, where appropriate. [...] During fiscal 2023, we reached out to shareholders representing a majority of our outstanding common stock ("Common Stock") as of September 30, 2023, as well as proxy advisory firms, industry groups, and our shareholder proposal proponent. One of our independent directors participated in select engagements. We appreciate the opportunity to hear direct feedback from our shareholders. **We contacted** **We met with[(2)]** **Director-led engagement** **Engagement topics** **53%** **38%** **22%** Board composition and succession planning The evolution of our global brand to Cencora of shares outstanding of shares outstanding of shares outstanding Executive compensation, **Excluding Walgreens Boots Alliance, Inc. ownership** including the addition of an ESG metric for fiscal 2023 ESG initiatives and reporting **63%** **45%** **26%** Board oversight of risk Corporate governance of shares outstanding of shares outstanding of shares outstanding (1) Reflects Walgreens Boots Alliance, Inc. ownership of approximately 15% as of November 9, 2023, and other shareholder ownership as of September 30, 2023. (2) We also met with the proxy advisory firms. **Shareholder feedback themes** We discussed a range of important topics with shareholders during fiscal 2023, including Board composition and succession planning, the evolution of our global brand to Cencora, governance matters, executive compensation (including the addition of an ESG metric for fiscal 2023), ESG initiatives and reporting, and Board oversight of risk. Throughout these conversations, we heard positive feedback from shareholders regarding our governance, compensation, and environmental and social practices. In response to feedback from shareholders, we have enhanced disclosure in this proxy statement regarding the Compensation & Succession Planning Committee's (the "Compensation Committee") decision-making process.

The governance and ongoing execution of our global ESG impact is the responsibility of leaders and key internal partners across Cencora. The Global ESG impact team is led by the SVP, Global Sustainability, ESG Integration, and Real Estate, and falls under the purview of the Chief Communications & Administration Officer, who reports directly into the Chairman, President, and Chief Executive Officer of Cencora.

Our global ESG impact strategy, program, and goals have direct oversight and approval by the Executive Management Committee and our Board of Directors, particularly the Governance, Sustainability, and Corporate Responsibility Committee. Compliance and ethics are the cornerstone of our approach to ESG as a company, and we maintain a shared responsibility to operate at the highest levels of business ethics and integrity standards. All activities across our global ESG initiatives follow our global Code of Ethics and Business Conduct to ensure we execute our efforts aligned to these principles and uphold our standards.

We are committed to continually evolving our ESG strategy and governance approach. The exciting growth of our business and brand on a global scale in FY23 presented meaningful opportunities to ensure our approach to ESG impact aligns with the organization Cencora is today and the bright future we have ahead. A key focus area in FY23 was the evolution of our global ESG Impact Council, a cross-functional group of leaders who champion the integration and coordination of Cencora's ESG strategy and practices with business strategy and policy. In addition to representing the various commercial and functional areas across our enterprise, we intentionally select leadership that reflects our expanded global footprint to ensure the way we positively impact people and the planet is shaped with an international viewpoint and broad industry perspective. Additional changes to our governance structure included the expansion of our subcommittees that align to our ESG priorities.

Our efforts to meaningfully enhance our ESG strategy also involved engaging a diverse set of internal and external stakeholders to understand the primary ESG issues where Cencora has the greatest impact. Engaging these stakeholders empowers our understanding of where our organization should prioritize our ESG areas of focus and resources. To ensure consistent alignment across our business, several layers of team members and leaders had the opportunity to influence the prioritization of the most important ESG issues for our business, including our Global ESG Impact Council, our Executive Management, and our Board of Directors.

Policy Statement on Political Engagement [...] The Board's Governance, Sustainability, and Corporate Responsibility Committee has been delegated primary risk oversight for corporate responsibility, including climate change, governance structure and processes, and political engagement, among others. The committee oversees the corporate responsibility strategy, and it monitors performance of objectives. Corporate officers, including the Chief Legal Officer and senior managers report on risk exposure at regular intervals to the appropriate committee or full Board.

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]Processes for assessing and monitoring climate-related activities are part of AB's corporate responsibility and sustainability strategy and plan. We work closely with and educate AB leaders, who have political engagement and policy responsibilities, about our corporate responsibility and sustainability strategy. We also monitor policy activities and review changes, and AB's potential responses, with our corporate responsibility and sustainability subject matter experts.

Describe the process(es) your organization has in place to ensure that your external engagement activities are consistent with your climate commitments and/or climate transition plan?[…]Processes for assessing and monitoring climate-related activities are part of AB's corporate responsibility and sustainability strategy and plan. We work closely with and educate AB leaders, who have political engagement and policy responsibilities, about our corporate responsibility and sustainability strategy. We also monitor policy activities and review changes, and AB's potential responses, with our corporate responsibility and sustainability subject matter experts.