SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF STOCKHOLDER DERIVATIVE ACTION, SETTLEMENT HEARING, AND RIGHT TO APPEAR

CONSHOHOCKEN, Pa., Sept. 5, 2025 /PRNewswire/ -- Cencora (formerly AmerisourceBergen) today released the following notice:

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF STOCKHOLDER
DERIVATIVE ACTION, SETTLEMENT HEARING, AND RIGHT TO APPEAR

TO: ALL PERSONS OR ENTITIES WHO OR WHICH HELD SHARES OF CENCORA, INC. (F/K/A AMERISOURCEBERGEN CORPORATION) ("CENCORA" OR THE "COMPANY") COMMON STOCK AS OF THE CLOSE OF TRADING ON AUGUST 19, 2025 ("CURRENT COMPANY STOCKHOLDERS").

PLEASE READ THIS SUMMARY NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS WILL BE AFFECTED BY THE PROPOSED SETTLEMENT OF THIS LAWSUIT.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the "Court"), of the pendency of the stockholder derivative action captioned Lebanon County Employees' Retirement Fund v. Steven H. Collis et al., C.A. No. 2021-1118-JTL (the "Action").

YOU ARE ALSO NOTIFIED that (i) plaintiffs Lebanon County Employees' Retirement Fund and Teamsters Local 443 Health Services & Insurance Plan ("Plaintiffs"), derivatively on behalf of the Company; (ii) defendants Steven H. Collis, Richard W. Gochnauer, Lon R. Greenberg, Jane E. Henney, M.D., Kathleen W. Hyle, Michael J. Long, Henry W. McGee, Ornella Barra, D. Mark Durcan, Chris Zimmerman (the "Individual Defendants"); (iii) nominal defendant Cencora (together with the Individual Defendants, "Defendants"); and (iv) Werner Baumann, Lauren Tyler, and Dr. Redonda G. Miller, comprising the Special Litigation Committee of Cencora (the "SLC") have reached a proposed settlement of the Action (the "Settlement"), subject to the approval of the Court, as provided in a Stipulation and Agreement of Settlement, Compromise, and Release dated August 15, 2025 (the "Stipulation"). Under the terms of the proposed Settlement, the Individual Defendants will cause $111,250,000.00 in cash to be paid into an escrow account, which together with any interest earned on the cash payment and less any deductions for attorneys' fees and expenses for Plaintiffs' Counsel and any applicable taxes and tax expenses, will be paid to the Company, subject to the approval of the Court.

A more detailed description of the Settlement terms, as well as a description of the history of the Action and an explanation of stockholders' legal rights with respect to the Settlement, is provided in the full printed Notice of Pendency and Proposed Settlement of Stockholder Derivative Action, Settlement Hearing, and Right to Appear (the "Notice"). The Notice and the Stipulation are publicly available on the "Investor Relations" section of the Company's website, www.Cencora.com.

Absent further order of the Court, a hearing (the "Settlement Hearing") will be held on November 13, 2025, at 3:15 p.m., before The Honorable J. Travis Laster, Vice Chancellor, at the Court of Chancery of the State of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801, to, among other things: (i) determine whether Plaintiffs and Plaintiffs' Counsel have adequately represented the interests of the Company; (ii) determine whether the proposed Settlement should be approved as fair, reasonable, and adequate to the Company and its stockholders; (iii) determine whether the proposed Final Order and Judgment (the "Judgment") approving the Settlement, dismissing the Action with prejudice, and granting the Releases provided under the Stipulation should be entered; (iv) determine whether and in what amount any award of attorneys' fees and payment of Litigation Expenses to Plaintiffs' Counsel ("Fee and Expense Award"), including any incentive awards to Plaintiffs ("Incentive Awards") to be deducted solely from any Fee and Expense Award, should be paid out of the Settlement Fund; (v) hear and rule on any objections to the Settlement and/or Plaintiffs' Counsel's application for a Fee and Expense Award, including any application by Plaintiffs for Incentive Awards (the "Fee and Expense Application"); and (vi) consider any other matters that may properly be brought before the Court in connection with the Settlement. Stockholders are not required to attend the Settlement Hearing.

The Settlement Hearing may be adjourned by the Court without further written notice to Company stockholders. In addition, the Court may decide to conduct the Settlement Hearing remotely by telephone or videoconference, or otherwise allow Current Company Stockholder to appear at the hearing remotely by phone or video, without further written notice to Company stockholders. If you intend to attend the Settlement Hearing, you should consult the Court's docket and/or the respective websites of Plaintiffs' Counsel, www.blbglaw.com, www.ktmc.com, www.hrsclaw.com, and www.prickett.com, for any change in date, time, or format of the hearing.

If you are a Current Company Stockholder who or which continues to own shares of Cencora common stock as of November 13, 2025, the date of the Settlement Hearing, you may object to the proposed Settlement and/or the Fee and Expense Application, including Plaintiffs' application for Incentive Awards, in writing, and you also have the right to appear at the Settlement Hearing. Any objections must be in writing and filed with the Court and delivered to counsel for Plaintiffs, Defendants, and the SLC, such that they are received no later than October 29, 2025, in accordance with the instructions set forth in the Notice.

Please Note: Because the Action is derivative, which means that Plaintiffs brought the Action on behalf of and for the benefit of the Company, the cash recovery from the Settlement will go to the Company. Individual Cencora stockholders will not receive any direct payment from the Settlement. Also, please note that there is no proof of claim form for stockholders to submit in connection with this Settlement, and stockholders are not required to take any action in response to this Summary Notice.

Do not call or write the Court regarding this Summary Notice. All questions regarding this Summary Notice and the Settlement should be made to Plaintiffs' Counsel:

Dated: September 5, 2025

BY ORDER OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SOURCE Cencora