SC TO-C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER

SECTION 14(D)(1) OR 13(E)(1) OF

THE SECURITIES EXCHANGE ACT OF 1934

CINCOR PHARMA, INC.

(Name of Subject Company — Issuer)

CINNAMON ACQUISITION, INC.

a wholly owned subsidiary of

ASTRAZENECA FINANCE AND HOLDINGS INC.

a wholly owned subsidiary of

ASTRAZENECA PLC

(Names of Filing Persons — Offerors)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

17240Y109

(CUSIP Number of Class of Securities)

Adrian Kemp

AstraZeneca PLC

1 Francis Crick Avenue

Cambridge Biomedical Campus

Cambridge CB2 0AA

England

Telephone: +44 20 3749 5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Michael J. Riella, Esq.

Covington & Burling LLP

One CityCenter

850 Tenth Street, NW

Washington, DC 20001-4956

+1 (202) 662 6000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee*
Not applicable*	Not applicable*

* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Not applicable.
Form of Registration No.:	Not applicable.
Filing Party:	Not applicable.
Date Filed:	Not applicable.

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which this statement relates:

x third party tender offer subject to Rule 14d-l

¨ issuer tender offer subject to Rule 13e-4

¨ going-private transaction subject to Rule 13e-3

¨ amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This filing relates solely to preliminary communications made before the commencement of a tender offer for the outstanding common stock of CinCor Pharma, Inc. (“CinCor”) by Cinnamon Acquisition, Inc. (“Purchaser”), a wholly owned subsidiary of AstraZeneca Finance and Holdings Inc. (“Parent”), to be commenced pursuant to the Agreement and Plan of Merger, dated as of January 8, 2023, by and among CinCor, Purchaser and Parent.

Important Information About the Tender Offer

The tender offer described in this document has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of CinCor or any other securities, nor is it a substitute for the tender offer materials described herein. At the time the planned tender offer is commenced, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed by AstraZeneca PLC (“AstraZeneca”), Parent and Purchaser, a wholly owned indirect subsidiary of AstraZeneca, with the Securities and Exchange Commission (the “SEC”), and a solicitation/recommendation statement on Schedule 14D-9 will be filed by CinCor with the SEC.

INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ BOTH THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES.

Investors and security holders may obtain a free copy of the Offer to Purchase, the related Letter of Transmittal, certain other tender offer documents and the Solicitation/Recommendation Statement (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the information agent for the tender offer, which will be named in the tender offer statement. In addition, CinCor files annual, quarterly and current reports and other information, and AstraZeneca files annual reports and other information with the SEC, which are available to the public from commercial document-retrieval services and at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by AstraZeneca may be obtained at no charge on the investor relations page of AstraZeneca’s internet website at www.astrazeneca.com. Copies of the documents filed with the SEC by CinCor may be obtained at no charge under the “Investors” section of CinCor’s internet website at www.cincor.com.

Forward-Looking Statements

This announcement may include statements that are not statements of historical fact, or “forward-looking statements,” including with respect to AstraZeneca’s proposed acquisition of CinCor. Such forward-looking statements include, but are not limited to, the ability of AstraZeneca and CinCor to complete the transactions contemplated by the acquisition agreement, including the parties’ ability to satisfy the conditions to the consummation of the offer contemplated thereby and the other conditions set forth in the merger agreement, statements about the expected timetable for completing the transaction, AstraZeneca’s and CinCor’s beliefs and expectations and statements about the benefits sought to be achieved in AstraZeneca’s proposed acquisition of CinCor, the potential effects of the acquisition on both AstraZeneca and CinCor, the possibility of any termination of the acquisition agreement, as well as the expected benefits and success of baxdrostat and any combination product. These statements are based upon the current beliefs and expectations of AstraZeneca’s and CinCor’s management and are subject to significant risks and uncertainties. There can be no guarantees that the conditions to the closing of the proposed transaction will be satisfied on the expected timetable or at all or that baxdrostat or any combination product will receive the necessary regulatory approvals or prove to be commercially successful if approved. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements.

Risks and uncertainties include but are not limited to, uncertainties as to the timing of the offer and the subsequent merger; uncertainties as to how many of CinCor’s stockholders will tender their shares in the offer; the risk that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the offer and the merger contemplated by the acquisition agreement may not be satisfied or waived; the ability to obtain necessary regulatory approvals or to obtain them on acceptable terms or within expected timing; the effects of disruption from the transactions contemplated by the acquisition agreement and the impact of the announcement and pendency of the transactions on CinCor’s business; the risk that stockholder litigation in connection with the offer or the merger may result in significant costs of defense, indemnification and liability; the possibility that the milestone related to the contingent value right will not be achieved; general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; the impact of COVID-19; the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; competition from other products; and challenges inherent in new product development, including obtaining regulatory approval.

Neither AstraZeneca nor CinCor undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in AstraZeneca’s Annual Report on Form 20-F for the year ended December 31, 2021, CinCor’s Annual Report on Form 10-K for the year ended December 31, 2021 and CinCor’s Quarterly Reports on Form 10-Q for the three months ended March 31, 2022, June 30, 2022 and September 30, 2022, in each case as amended by any subsequent filings made with the SEC. These and other filings made by AstraZeneca and CinCor with the SEC are available at the SEC’s Internet site (www.sec.gov).

Exhibit Index

Exhibit
No Description

99.1 Press release issued by AstraZeneca PLC, dated January 9, 2023.

99.2 Social media posts of AstraZeneca PLC, dated January 9, 2023.

99.3 Presentation of AstraZeneca PLC at the J.P. Morgan Healthcare Conference, dated January 9, 2023.

EX-99.1

Exhibit 99.1

AstraZeneca to acquire CinCor Pharma to strengthen cardiorenal pipeline

9 January 2023 07:00 GMT

Acquisition to access global rights to baxdrostat, a novel aldosterone synthase inhibitor in development for blood pressure lowering

AstraZeneca has entered into a definitive agreement to acquire CinCor Pharma, Inc. (CinCor), a US-based clinical-stage biopharmaceutical company, focused on developing novel treatments for resistant and uncontrolled hypertension as well as chronic kidney disease.

The acquisition will bolster AstraZeneca’s cardiorenal pipeline by adding CinCor’s candidate drug, baxdrostat (CIN-107), an aldosterone synthase inhibitor (ASI) for blood pressure lowering in treatment-resistant hypertension.

Baxdrostat represents a potentially leading next-generation ASI as it is highly selective for aldosterone synthase and spares the cortisol pathway in humans¹. The opportunity also brings the potential for combination with Farxiga and complements AstraZeneca’s strategy to provide added benefit across cardiorenal diseases, where there is a high unmet medical need.

Mene Pangalos, Executive Vice President BioPharmaceuticals R&D, AstraZeneca, said: “Acquiring CinCor supports our commitment to cardiorenal disease and further strengthens our pipeline with baxdrostat. Excess levels of aldosterone are associated with hypertension and several cardiorenal diseases, including chronic kidney disease and coronary artery disease and being able to effectively reduce this would offer a much-needed treatment option for these patients.”

Marc de Garidel, CEO CinCor, said: “We are excited about the proposed acquisition of CinCor Pharma by AstraZeneca as we believe it offers the prospect of accelerating the development timeline and expanding the breadth of benefits patients with cardiorenal diseases might obtain from baxdrostat, if approved. CinCor is committed to ensuring a smooth transition of the development responsibilities to AstraZeneca once the acquisition is consummated. Thank you to all who have played, and will continue to play, essential roles in developing and evaluating baxdrostat as a potential novel treatment for cardiorenal diseases.”

Financial considerations

Under the terms of the agreement, AstraZeneca will initiate a tender offer to acquire all of CinCor’s outstanding shares for a price of $26 per share in cash at closing, plus a non-tradable contingent value right of $10 per share in cash payable upon a specified regulatory submission of a baxdrostat product. The upfront cash portion of the consideration represents a transaction value of approximately $1.3bn and a 121% premium over CinCor’s closing market price on 06 January 2023. Combined, the upfront and maximum potential contingent value payments represent, if achieved, a transaction value of approximately $1.8bn and a 206% premium over CinCor’s closing market price on 6 January 2023. As part of the transaction, AstraZeneca will acquire the cash and marketable securities on CinCor’s balance sheet, which totalled approximately $522m as of 30 September 2022.

Notes

Baxdrostat (CIN-107)

Baxdrostat is a highly selective, oral small molecule inhibitor of aldosterone synthase, the enzyme responsible for the synthesis of aldosterone in the adrenal gland, in development for patient populations with significant unmet medical needs, including treatment-resistant hypertension, primary aldosteronism and chronic kidney disease. Baxdrostat selectively targets aldosterone synthase, which is encoded by the CYP11B2 gene while having a much lower affinity for the blocking activity of 11ß-hydroxylase, the enzyme responsible for cortisol synthesis, which is encoded by the CYP11B1 gene. In clinical trials, baxdrostat was observed to significantly lower aldosterone levels without affecting cortisol levels, across a wide range of doses¹.

In patients with treatment-resistant hypertension, a key focus area, baxdrostat met the primary endpoint in the BrigHTN Phase II trial showing a statistically significant reduction in systolic blood pressure (SBP) after a 12-week treatment period^1,2. Baxdrostat did not meet the primary endpoint of showing a statistically significant reduction in SBP at eight weeks in the HALO Phase II trial in patients with uncontrolled hypertension^3,4. Baxdrostat was well tolerated in both trials. Two additional Phase II trials are ongoing in hypertensive patients with primary aldosteronism (Spark-PA)⁵ and in chronic kidney disease (CKD)⁶. A Phase III trial of baxdrostat is planned to start in treatment-resistant hypertension during the first half of 2023.

CinCor holds the exclusive, worldwide licence to baxdrostat, which will remain in place following the transaction.

Farxiga

Farxiga (dapagliflozin) is a first-in-class, oral, once-daily SGLT2 inhibitor. Research has shown Farxiga’s efficacy in preventing and delaying cardiorenal disease, while also protecting the organs – important findings given the underlying links between the heart, kidneys and pancreas^7-9. Damage to one of these organs can cause the other organs to fail, contributing to leading causes of death worldwide, including T2D, HF and chronic kidney disease (CKD)^10-13.

Transaction details

The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the total number of CinCor’s outstanding shares, and other customary regulatory clearances. Upon the successful completion of the tender offer, AstraZeneca’s acquisition subsidiary will be merged with and into CinCor, and any remaining shares of common stock of CinCor will be cancelled and converted into the right to receive the same merger consideration (including the contingent value right) per share payable in the tender offer. Subject to the satisfaction of the conditions in the merger agreement, the acquisition is expected to close in the first quarter of 2023.

Important information about the tender offer

The tender offer described in this announcement has not yet commenced. This announcement is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of CinCor or any other securities, nor is it a substitute for the tender offer materials described herein. At the time the planned tender offer is commenced, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed by AstraZeneca PLC (AstraZeneca), AstraZeneca Finance and Holdings Inc. and Cinnamon Acquisition, Inc., a wholly-owned indirect subsidiary of AstraZeneca, with the Securities and Exchange Commission (the SEC), and a solicitation/recommendation statement on Schedule 14D-9 will be filed by CinCor with the SEC.

INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ BOTH THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES.

Investors and security holders may obtain a free copy of the Offer to Purchase, the related Letter of Transmittal, certain other tender offer documents and the Solicitation/Recommendation Statement (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the information agent for the tender offer, which will be named in the tender offer statement. In addition, CinCor files annual, quarterly and current reports and other information, and AstraZeneca files annual reports and other information with the SEC, which are available to the public from commercial document-retrieval services and at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by AstraZeneca may be obtained at no charge on the investor relations page of AstraZeneca’s internet website at www.astrazeneca.com/investors. Copies of the documents filed with the SEC by CinCor may be obtained at no charge under the “Investors” section of CinCor’s internet website at www.cincor.com.

Forward-looking statements

This announcement may include statements that are not statements of historical fact, or “forward-looking statements,” including with respect to AstraZeneca’s proposed acquisition of CinCor. Such forward-looking statements include, but are not limited to, the ability of AstraZeneca and CinCor to complete the transactions contemplated by the acquisition agreement, including the parties’ ability to satisfy the conditions to the consummation of the offer contemplated thereby and the other conditions set forth in the merger agreement, statements about the expected timetable for completing the transaction, AstraZeneca’s and CinCor’s beliefs and expectations and statements about the benefits sought to be achieved in AstraZeneca’s proposed acquisition of CinCor, the potential effects of the acquisition on both AstraZeneca and CinCor, the possibility of any termination of the acquisition agreement, as well as the expected benefits and success of baxdrostat and any combination product. These statements are based upon the current beliefs and expectations of AstraZeneca’s and CinCor’s management and are subject to significant risks and uncertainties. There can be no guarantees that the conditions to the closing of the proposed transaction will be satisfied on the expected timetable or at all or that baxdrostat or any combination product will receive the necessary regulatory approvals or prove to be commercially successful if approved. If underlying assumptions prove inaccurate or risks or uncertainties materialise, actual results may differ materially from those set forth in the forward-looking statements.

Risks and uncertainties include but are not limited to, uncertainties as to the timing of the offer and the subsequent merger; uncertainties as to how many of CinCor’s stockholders will tender their shares in the offer; the risk that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the offer and the merger contemplated by the acquisition agreement may not be satisfied or waived; the ability to obtain necessary regulatory approvals or to obtain them on acceptable terms or within expected timing; the effects of disruption from the transactions contemplated by the acquisition agreement and the impact of the announcement and pendency of the transactions on CinCor’s business; the risk that stockholder litigation in connection with the offer or the merger may result in significant costs of defense, indemnification and liability; the possibility that the milestone related to the contingent value right will not be achieved; general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; the impact of COVID-19; the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; competition from other products; and challenges inherent in new product development, including obtaining regulatory approval.

Neither AstraZeneca nor CinCor undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in AstraZeneca’s Annual Report on Form 20-F for the year ended 31 December 2021, CinCor’s Annual Report on Form 10-K for the year ended 31 December 2021 and CinCor’s Quarterly Reports on Form 10-Q for the three months ended 31 March 2022, 30 June 2022 and 30 September 2022, in each case as amended by any subsequent filings made with the SEC. These and other filings made by AstraZeneca and CinCor with the SEC are available at the SEC’s Internet site (www.sec.gov).

AstraZeneca in CVRM

Cardiovascular, Renal and Metabolism (CVRM), part of BioPharmaceuticals, forms one of AstraZeneca’s main disease areas and is a key growth driver for the Company. By following the science to understand more clearly the underlying links between the heart, kidneys and pancreas, AstraZeneca is investing in a portfolio of medicines for organ protection and improve outcomes by slowing disease progression, reducing risks and tackling co-morbidities. The Company’s ambition is to modify or halt the natural course of CVRM diseases and potentially regenerate organs and restore function, by continuing to deliver transformative science that improves treatment practices and CV health for millions of patients worldwide.

AstraZeneca

AstraZeneca (LSE/STO/Nasdaq: AZN) is a global, science-led biopharmaceutical company that focuses on the discovery, development, and commercialisation of prescription medicines in Oncology, Rare Diseases, and BioPharmaceuticals, including Cardiovascular, Renal & Metabolism, and Respiratory & Immunology. Based in Cambridge, UK, AstraZeneca operates in over 100 countries and its innovative medicines are used by millions of patients worldwide. Please visit astrazeneca.com and follow the Company on Twitter @AstraZeneca.

Contacts

For details on how to contact the Investor Relations Team, please click here. For Media contacts, click here.

References

1. Freeman MW, et al. (2022) Phase 2 Trial of Baxdrostat for Treatment-Resistant Hypertension. NEJM, DOI: 10.1056/NEJMoa2213169.

2. A Study of CIN-107 in Adults With Treatment-Resistant Hypertension (rHTN) (BrigHTN). Available from: https://www.clinicaltrials.gov/ct2/show/NCT04519658?term=cin-107&draw=2&rank=2 [Last accessed 28 Dec 2022]

3. CinCor Pharma Announces Topline Data for Phase 2 HALO Trial Evaluating Selective Aldosterone Synthase Inhibitor Baxdrostat in Uncontrolled Hypertension. Available from: https://www.cincor.com/news-releases/news-release-details/cincor-pharma-announces-topline-data-phase-2-halo-trial [Last accessed 30 Dec 2022].

4. A Study of CIN-107 in Patients With Uncontrolled Hypertension Receiving 1 Antihypertensive Agent (HALO). Available from: https://www.clinicaltrials.gov/ct2/show/NCT05137002?term=cin-107&draw=2&rank=1 [Last accessed 28 Dec 2022]

5. A Study of CIN-107 in Adults With Primary Aldosteronism (spark-PA). Available from: https://www.clinicaltrials.gov/ct2/show/NCT04605549?term=cin-107&draw=2&rank=3 [Last accessed 28 Dec 2021]

6. A Study to Evaluate CIN-107 for the Treatment of Patients With Uncontrolled Hypertension and Chronic Kidney Disease. Available from: https://clinicaltrials.gov/ct2/show/NCT05432167?term=CIN-107&draw=2&rank=4 [Last accessed 28 Dec 2022].

7. McMurray JJV, et al. (2019) Dapagliflozin in patients with heart failure and reduced ejection fraction. NEJM, 381(21):1995–2008.

8. Heerspink HJL, et al. (2020) Dapagliflozin in patients with chronic kidney disease. NEJM, 383(15):1436–46.

9. Wiviott SD, et al. (2019) Dapagliflozin and cardiovascular outcomes in type-2 diabetes [article and supplementary appendix]. NEJM, 380(4):347–57.

10. Mayo Clinic [Internet]. Heart failure [cited 2022 Nov 23]. Available from: https://www.mayoclinic.org/diseases-conditions/heart-failure/symptoms-causes/syc-20373142.

11. Vos T, et al. (2017) Global, regional, and national incidence, prevalence, and years lived with disability for 328 diseases and injuries for 195 countries, 1990–2016: A systematic analysis for the Global Burden of Disease Study 2016. Lancet, 390(10100):1211–59.

12. Centers for Disease Control and Prevention (CDC) [Internet]. A snapshot: Diabetes in the United States. Available from: https://www.cdc.gov/diabetes/library/socialmedia/infographics/diabetes.html [Last accessed 28 Dec 2022].

13. National Institute of Diabetes and Digestive and Kidney Diseases (NIDDK) [Internet]. Heart disease & kidney disease. Available from: https://www.niddk.nih.gov/health-information/kidney-disease/heart-disease [Last accessed 28 Dec 2022].

Adrian Kemp
Company Secretary
AstraZeneca PLC

EX-99.2

Exhibit 99.2

AstraZeneca LinkedIn post:

Today we announced an agreement to acquire CinCor Pharma, Inc., a US-based clinical-stage biopharmaceutical company, focused on developing novel treatments for resistant and uncontrolled hypertension.

The acquisition will strengthen our cardiorenal pipeline, where there is a high unmet medical need.

This acquisition is expected to close in first quarter of 2023, subject to regulatory approvals and other customary closing conditions. Additional important information can be found here: https://know.az/3IvkzkQ

#investors #AstraZenecaBusinessNews

 

AstraZeneca Twitter post:

Today we announced an agreement to acquire @cincorpharma to strengthen our cardiorenal pipeline, where there is a high unmet need.

Additional important information can be found here: https://know.az/3Gug8nC

#investors #AstraZenecaBusinessNews

 

EX-99.3

Exhibit 99.3

J.P. Morgan 41 st Annual Healthcare Conference Aradhana Sarin Executive Director and Chief Financial Officer 9 January 2023

AstraZeneca (hereafter ‘the Group’) provides the following cautionary statement : this document contains certain forward - looking statements with respect to the operations, performance and financial condition of the Group, including, among other things, statements about expected revenues, margins, earnings per share or other financial or other measures . Although the Group believes its expectations are based on reasonable assumptions, any forward - looking statements, by their very nature, involve risks and uncertainties and may be influenced by factors that could cause actual outcomes and results to be materially different from those predicted . The forward - looking statements reflect knowledge and information available at the date of preparation of this document and the Group undertakes no obligation to update these forward - looking statements . The Group identifies the forward - looking statements by using the words 'anticipates', 'believes', 'expects', 'intends' and similar expressions in such statements . Important factors that could cause actual results to differ materially from those contained in forward - looking statements, certain of which are beyond the Group’s control, include, among other things : ability of the Group and CinCor to complete the transactions contemplated by the acquisition agreement, including the parties’ ability to satisfy the conditions to the consummation of the offer contemplated thereby and the other conditions set forth in the merger agreement ; statements about the expected timetable for completing the transaction ; the Group’s and CinCor’s beliefs and expectations and statements about the benefits sought to be achieved in the Group’s proposed acquisition of CinCor ; the potential effects of the acquisition on both the Group and CinCor ; the possibility of any termination of the acquisition agreement ; the expected benefits and success of baxdrostat and any combination product, the possibility that the milestone related to the contingent value right will not be achieved ; the risk of failure or delay in delivery of pipeline or launch of new medicines ; the risk of failure to meet regulatory or ethical requirements for medicine development or approval ; the risk of failure to obtain, defend and enforce effective IP protection and IP challenges by third parties ; the impact of competitive pressures including expiry or loss of IP rights, and generic competition ; the impact of price controls and reductions ; the impact of economic, regulatory and political pressures ; the impact of uncertainty and volatility in relation to the UK’s exit from the EU ; the risk of failures or delays in the quality or execution of the Group’s commercial strategies ; the risk of failure to maintain supply of compliant, quality medicines ; the risk of illegal trade in the Group’s medicines ; the impact of reliance on third - party goods and services ; the risk of failure in information technology, data protection or cybercrime ; the risk of failure of critical processes ; any expected gains from productivity initiatives are uncertain ; the risk of failure to attract, develop, engage and retain a diverse, talented and capable workforce ; the risk of failure to adhere to applicable laws, rules and regulations ; the risk of the safety and efficacy of marketed medicines being questioned ; the risk of adverse outcome of litigation and/or governmental investigations ; the risk of failure to adhere to increasingly stringent anti - bribery and anti - corruption legislation ; the risk of failure to achieve strategic plans or meet targets or expectations ; the risk of failure in financial control or the occurrence of fraud ; the risk of unexpected deterioration in the Group’s financial position ; and the impact that global and/or geopolitical events such as the COVID - 19 pandemic and the Russia - Ukraine war, may have or continue to have on these risks, on the Group’s ability to continue to mitigate these risks, and on the Group’s operations, financial results or financial condition . Nothing in this document, or any related presentation/webcast, should be construed as a profit forecast . There can be no guarantees that the conditions to the closing of the proposed transaction with CinCor will be satisfied on the expected timetable or at all or that baxdrostat or any combination product will receive the necessary regulatory approvals or prove to be commercially successful if approved . 2 Forward - looking statements

3 1. Ambition Zero Carbon: to be carbon neutral across our global operations and fleet (Scope 1 and 2) by 2025 and carbon negat ive across our entire value chain by 2030, including offsets. Our net zero scope 1 - 3 science - based targets have been verified under the Science Based Targets initiative Net - Zero Corporate Standard: reducing our greenhouse gas e missions, Scope 1 and Scope 2, by 98% by early 2026, from 2015 baseline and reducing our greenhouse gas emissions across Scope 3 by 50% by 2030, a 90% reduction by 2045, from 2019 baseline. 2. 50m people cumulatively reached through our flagship programmes: Healthy Heart Africa, Young Health Programme and Healthy Lung. S cience - led, patient - centered Developing innovative medicines for millions globally Science and innovation led Diverse therapy area focus Strength across primary, specialty and rare Committed to people, planet and society 179 projects in our pipeline 13 new molecular entities in pipeline Oncology BioPharmaceuticals • Cardiovascular, Renal & Metabolism (CVRM) • Respiratory & Immunology (R&I) • Vaccines & Immune Therapies (V&I) Rare Disease $33.1bn Total Revenue in 9M 2022 >35 major regulatory registrations events in 2022 $5.28 Core EPS in 9M 2022 Scope 1 & 2: 98% reduction by 2026 Scope 3: 50% reduction by 2030 1 and 90% reduction by 2045 Environmental protection Access to healthcare t o reach 50 million people 2 by 2025 Ethics and transparency with ambition of gender equality by 2025

Entrepreneurial culture, focused on helping the world 4 LAAB = long - acting antibody. We continued our clinical trials around the world and delivered medicines to patients We kept our employees safe through testing and bolstered the UK’s national testing effort We mobilised our own research to advance the development of a LAAB, recognising that not everyone could receive a vaccine We partnered with Oxford University to develop a vaccine made for the world at no profit during the pandemic Culture case study: our response to the COVID - 19 pandemic Our people and values 83,000 employees worldwide 130 countries in which we operate We follow the science We put patients first We play to win We do the right thing We are entrepreneurial

$24.4bn $26.6bn $37.4bn $33.1bn Strong financials 5 1. Growth rates for Total Revenue and Core EPS are at constant exchange rate. EPS = earnings per share. Double digit growth in Oncology, BioPharmaceuticals and Rare Disease driving earnings growth and cash generation $3.50 $4.02 $5.29 $5.28 $3.0bn $4.8bn $6.0bn $7.4bn $0.0bn $1.0bn $2.0bn $3.0bn $4.0bn $5.0bn $6.0bn $7.0bn $8.0bn Total Revenue Core EPS Net Cash Flow From Operating Activities FY 2019 FY 2020 FY 2021 9M 2022 FY 2019 FY 2020 FY 2021 9M 2022 FY 2019 FY 2020 FY 2021 9M 2022 Growth 1 in 9M 2022 Growth 1 in 9M 2022 Growth in 9M 2022

Value - adding business development Reinvestment in the business Capital allocation priorities 6 1. Core R&D Expense as a percentage of Total Revenue was 21.5% in 9M 2022 . 2. Progressive dividend policy defined as dividend per share either stable or increasing in US dollar terms. R&D = Resear ch & Development. Effective deployment of capital to ensure opportunities for further growth Acquisitions Collaborations In - licensing Returning value Strong investment grade rating Discovery Early - stage development Late - stage development Medical Affairs and other illustrative split of R&D investment L ong term: A S hort term: A - 2 Outlook: Stable L ong term: A3 S hort term: P - 2 Outlook: Stable

7 PROTACS = proteolysis targeting chimeras; ADCs = antibody - drug conjugates; CAR - T = chimeric antigen receptor (CAR) T - cell therapy; Treg = regulatory T - cell; siRNA = small interfering ribonucleic acid; mRNA = mod ified ribonucleic acid; DNA = deoxyribonucleic acid; AI = artificial intelligence. Strengthening scientific leadership Extensive R&D investment in cutting - edge platforms and technology Small molecules Enhancing our understanding of disease biology Better predictions of clinical success Pioneering new approaches to clinical interventions Creating the next generation of therapeutics Antibody therapeutics Peptide/protein therapeutics Nucleotide - based therapeutics Cell - based therapeutics in vivo - expressed biologics • PROTACS • Nanoparticles • Monoclon al • ADCs • Bispecifics • Therapeutic proteins • Bicyclic peptides • Anticalin proteins • Antisense oligonucleotides • Oligonucleotide conjugates • Therapeutic gene editing • CAR - T therapy • Macrophage therapy • TReg stabilisation • Viral vectors • DNA vectors Underpinned by advancements in Data, AI and Digital Health ‘Growth Through Innovation’ investing in four areas to create the greatest and swiftest impact on disease • Fragments • T - cell engagers • siRNA • mRNA

Continuing momentum in commercial execution 8 9M 2022 *Proforma growth. 1. Ultomiris NMOSD regulatory decision anticipated in H1 2023 in US and EU. GI = gastrointestinal; CLL = chronic lymphocytic leukaemia ; SGLT2i = sodium - glucose co - transporter - 2 inhibitor; aHUS = atypical haemolytic uraemic syndrome; PNH = paroxysmal nocturnal haemoglobinuria ; gMG = generalised myasthenia gravis; NMOSD = neuromyelitis optica spectrum disorder. Collaboration partners: Merck ( Lynparza ), Daiichi Sankyo ( Enhertu ), Sanofi ( Beyfortus ), Amgen ( Teszpire ), Avillion (PT027). 2023 focus across all therapy areas, into new diseases and geographies Oncology BioPharmaceuticals Rare Disease winning in GI cancer accelerating recent launches PT027 fastest growing SGLT2i globally three consecutive blockbuster quarters in 2022 blockbusters with double digit growth TR: 16% GROWTH (CER) TR: 24% GROWTH (CER) TR: 10% GROWTH (CER)* growth in gMG and NMOSD 1 Calquence: 77% growth 9M 2022 Enhertu: 165% growth 9M 2022 continued demand momentum aHUS and PNH launch in China 35% growth 9M 2022 following gMG approval redefining breast cancer expanding into 1L mCRPC consolidating leadership in CLL expanding into HFpEF launch/access prep expanding in adjuvant approved in the EU for RSV

AstraZeneca positioned to lead in CVRM 9 BP = blood pressure; ASIs = aldosterone synthase inhibitors; MRAs = mineralocorticoid receptor antagonists. Collaboration par tne r: Ionis (eplontersen). AstraZeneca to acquire CinCor Pharma to strengthen cardiorenal pipeline The clinical burden of treatment resistant hypertension Enhancing our position in CVRM 7 million patients in the US are on three or more anti - hypertensive medicines and are still not at BP goal - treatment resistant Hypertension, a silent killer : systolic blood pressure above 130 / 80 mm Hg D eveloping and delivering innovative, life - changing medicines and solutions for the millions of people affected by the complex spectrum of CVRM diseases EMBARGOED Current standard of care: ASIs and MRAs (spironolactone) target the aldosterone pathway to lower BP MRAs - > undesirable androgenic side effects e.g., gynecomastia Dyslipidaemia /Thrombosis Heart failure Chronic kidney disease Transthyretin amyloidosis Metabolism Andexxa AZD0870 Farxiga mitiperstat balcinrenone Farxiga mitiperstat balcinrenone zibotentan eplontersen Improving treatment and outcomes for patients; building on Farxiga’s success zibotentan Early pipeline Hypertension baxdrostat baxdrostat

10 CCB = calcium channel blockers; BBs = beta blockers; ACE = angiotensin - converting enzyme; AE = adverse events; ARBs = angiotensi n receptor blockers; ASI = aldosterone synthase inhibitors; MRAs = mineralocorticoid receptor antagonists; CAD = coronary arterial disease; CKD = chronic kidney disease; BP = blood pressure; trHTN = treatment - resistant hypertension. Baxdrostat: addresses a large unmet need in cardiorenal disease A potential best - in - class ASI for treatment resistant hypertension Baxdrostat (CIN - 107) – a highly selective, a ldosterone synthase inhibitor (ASI) Deal terms EMBARGOED Baxdrostat is highly selective for aldosterone synthase and spares the cortisol pathway BrigHTN Phase II trial: Baxdrostat significantly reduced systolic BP after 12 - week treatment period, in treatment - resistant hypertensive patients (on diuretics, CCB, BBs, ACEs or ARBs) Well tolerated in Phase II trials, does not generate the same level of androgenic AEs as MRAs used for trHTN • $26 per share in cash at deal closing (upfront equity value of $1.3bn) - At transaction close, AstraZeneca will acquire CinCor’s cash and marketable securities (~$ 0.5bn ) • A non - tradable contingent value right of $10 per share in cash payable upon a specified regulatory submission of baxdrostat • Hypertension: high - risk factor for stroke, CAD, heart attack and CKD; current treatment options limited • Baxdrostat is a potential leading next - generation ASI : expected to help control blood pressure in patients with tough to control hypertension. Phase III to start H1 2023 • Strong strategic fit to build leading cardiorenal portfolio : potential for combinations with Farxiga , aiming to provide both BP reduction and organ protection

11 Positive Phase III data readouts, selected Regulatory approvals in major markets, including: HER2 - low = human epidermal growth factor receptor 2 - low; NMOSD = neuromyelitis optica spectrum disorder; HFpEF = heart failure with preserved ejection faction; ATTRv - PN = hereditary transthyretin - mediated amyloid polyneuropathy; PNH = paroxysmal nocturnal haemoglobinuria ; EVH = extravascular haemolysis ; gMG = generalised m yasthenia gravis; HER2 - positive = human epidermal growth factor receptor 2 - positive; EGFRm = epidermal growth factor receptor mu tated; RSV = respiratory syncytial virus; HRD - positive = homologous recombination deficiency - positive; NF1 = neurofibromatosis type 1; PN = plexiform neurofibromas; aHUS = atypical haemolytic uraemic syndrome; CRPC = castrate - resistant cancer; chronic lymphocytic leukaemia ; CLL = chronic lymphocytic leukaemia . Collaboration partners: Merck ( Lynparza, Koselugo ), Daiichi Sankyo ( Enher tu ), Sanofi ( Beyfortus ), Amgen ( Teszpire ). 2022: An incredible year of clinical success Exceptional delivery of best - in - industry pipeline Enhertu DESTINY - Breast04 HER2 - low breast cancer Lynparza – OlympiA early breast cancer (US, EU, JP) Evusheld – PROVENT/TACKLE COVID - 19 prevention/treatment (EU, JP) Ondexxya – ANNEXA - 4 acute major bleeds (JP) Ultomiris – CHAMPION - MG gMG (US, EU, JP) Enhertu – DESTINY - Breast03 HER2 - positive breast cancer (US, EU) Saphnelo – MUSE/TULIP1&2 lupus (EU) Ultomiris – CHAMPION - NMOSD neuromyelitis optica spectrum disorder Farxiga – DELIVER HFpEF eplontersen – NEURO - TTRansform ATTRv - PN Enhertu – DESTINY - Breast04 HER2 - low breast cancer (US) Enhertu – DESTINY - Lung02 HER2 - low breast cancer (US) Tagrisso – ADAURA early EGFRm lung cancer (JP) Beyfortus – MELODY/MEDLEY RSV (EU) Imfinzi – TOPAZ - 1 biliary tract cancer (US, EU, JP) Forxiga – DAPA - CKD chronic kidney disease (CN) danicopan – ALPHA PNH with clinically significant EVH Tezspire – NAVIGATOR severe asthma (EU, JP) Lynparza – PAOLA - 1 HRD - positive ovarian cancer (CN) Koselugo – SPRINT NF1 - PN (JP) Imfinzi/ Imjudo – HIMALAYA unresectable liver cancer (US, JP) Soliris – PNH and aHUS (CN) Enhertu – DESTINY - Gastric01/02 gastric cancer (EU) capivasertib – CAPItello - 291 advanced breast cancer Lynparza – PROpel metastatic CRPC (EU) Imfinzi – POSEIDON NSCLC (JP) Calquence – ELEVATE - TN CLL (JP)

Key upcoming newsflow and selected next wave pipeline 12 Regulatory decision Imfinzi – biliary tract cancer (TOPAZ - 1) (EU) Imfinzi – liver cancer (1L) (HIMALAYA) (EU) Enhertu – HER2 - low breast cancer (3L) (DESTINY - Breast04) (EU) Enhertu – HER2+ gastric cancer (2L) (DESTINY - Gastric01) (EU) Enhertu – HER2+ breast cancer (2L) (DESTINY - Breast03) (CN) Enhertu – HER2 - low breast cancer (3L) (DESTINY - Breast04) (JP, CN) Farxiga – HFpEF (DELIVER) PT027 – asthma (MANDALA/DENALI) (US) Ultomiris – NMOSD (CHAMPION - NMOSD) Beyfortus – RSV (US) Soliris – gMG (CN) Koselugo – NF1 - PN (SPRINT) (CN) Key Phase III data readouts Tagrisso – EGFRm NSCLC (1L) (FLAURA2) Imfinzi – SCLC (limited - stage) (ADRIATIC) Imfinzi – NSCLC (neoadjuvant) (AEGEAN) Imfinzi – liver cancer (adjuvant) (EMERALD - 2) Lynparza – ovarian cancer (1L) (DUO - O) Dato - DXd – NSCLC (3L) (TROPION - Lung01) roxadustat – anaemia of myelodysplastic syndrome Tagrisso – EGFRm NSCLC (unresectable Stg. III) (LAURA) Imfinzi – NSCLC (unresectable, Stg. III) (PACIFIC - 2) Imfinzi – bladder cancer (muscle invasive) (NIAGARA) Imfinzi – bladder cancer (1L) (NILE) Lynparza – endometrial cancer (1L) (DUO - E) Enhertu – HER2 - low breast cancer (2L) (DESTINY - Breast06) Calquence – MCL (1L) (ECHO) capivasertib – TNBC (locally adv./met.) (CAPItello - 290) Farxiga – myocardial infarction (DAPA - MI) Fasenra – EGPA (MANDARA) Fasenra – HES (NATRON) H1 2023 H2 2023 Oncology BioPharmaceuticals Rare Disease AZD9592 – EGFR/ cMET Top1i ADC AZD0486 – CD3xCD20 TCE AZD8205 – B7H4 Top1i ADC AZD5851 – GPC3 armoured CAR - T volrustomig – PD1/CTLA4 bispecific AZD2693 – PNPLA3 AZD3427 - relaxin AZD0780 – oPCSK9 AZD8630 - iTSLP AZD6793 – IRAK4 ALXN1850 – ng asfotase alfa gefurulimab – C5 mini - body vemircopan – oral Factor D ALXN1820 – anti - properdin Next wave early pipeline 1L = 1st - line; 2L = 2nd - line; 3L = 3rd - line; HER2 - low = human epidermal growth factor receptor 2 - low; HER2+ = human epidermal gr owth factor receptor 2 - positive; HFpEF = heart failure with preserved ejection faction; NMOSD = neuromyelitis optica spectrum disorder; EGFRm = epidermal growth factor receptor mutated; SCLC = small cell lung cancer; NSCLC = non - small cell lung cancer; Dato - DXd = datopotamab deruxtecan; RSV = respiratory syncytial virus; gMG = generalised myasthenia gravis; NF1= neurofibromatosis type 1; PN = plexiform neurofibromas; MCL = mantle cell lymphoma; TNBC = triple negative breast cancer; EGPA = eosinophilic granulomatosis with polyangiitis; HES = hyper eosinophilic syndrome; ADC = antibo dy - drug conjugate; TCE = T - cell engager; PD1 = programmed cell death protein 1; CTLA4 = cytotoxic T - lymphocyte associated protein 4 ; CAR - T = chimeric antigen receptor (CAR) T - cell therapy; PNPLA3 = patatin - like phospholipase domain - containing protein 3; PCSK9 = proprotein convertase subtilisin/ kexin type 9; IRAK4 = interleukin - 1 receptor - associated kinase 4; iTSLP = inhaled thymic stromal lymphopoietin; ng = next - generation. Collaboration partners: Merck ( Lynparza ), Daiichi Sankyo ( Enhertu, Dato - DXd ), Sanofi ( Beyfortus ), Amgen ( Teszpire ), Avillion (PT027).

2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Total Revenue from COVID - 19 medicines in 2021 and 2022 Bar charts are illustrative only, not to scale Managed LOE • Diversified portfolio • Transition to next generation medicines Growth from robust portfolio and an innovative pipeline AstraZeneca: positioned to deliver industry - leading growth 13 1. Constant Exchange Rates. 2. CAGR = compound annual growth rate. Double - digit CAGR of non - COVID - 19 Total Revenue from 2021 (Alexion proforma) to 2025, assuming Constant Exchange Rates. Optimised LoE profile Mid - and long - term durability 2020 2025 2030 Brilinta Farxiga Soliris Lynparza Imfinzi Calquence Tagrisso Enhertu Dato-Dxd Ultomiris * Low twenties % increase in 2022 2021 - 2025 double digit CAGR 2 Industry - leading growth post 2025 Pipeline • Indication expansion • Geographic expansion • Future launches of NMEs with validated mechanisms All growth rates at CER 1

AstraZeneca: a sustainable, long - term growth opportunity 14 CAGR = compound annual growth rate. Multiple organic levers drive momentum and sustain attractive growth profile Committed to delivering double digit revenue CAGR through 2025 industry - leading growth 2025+ AND Industry - leading execution Strong track - record across key therapy areas Late - stage pipeline success Robust breadth and depth of Phase II and Phase III programmes including several high potential medicines Investment in early - stage Advancing key assets with blockbuster - potential and investing in new platforms and technology to unlock the next waves of growth

Closing comments and Q&A 15

Philip Sparks Investor Relations 16 BioPharmaceuticals (R&I, V&I), Other medicines philip.sparks1@astrazeneca.com Andy Barnett Head of Investor Relations andrew.barnett@astrazeneca.com Morgan Sanford Oncology morgan.sanford@astrazeneca.com Josie Afolabi Oncology josie.afolabi@astrazeneca.com Rachel Korolyshun Rare Disease, ESG rachel.korolyshun@astrazeneca.com Christer Gruvris BioPhamaceuticals (CVRM), Finance and Fixed Income christer.gruvris@astrazeneca.com Lauren Swales Rare Disease, ESG lauren.swales@astrazeneca.com

17 The tender offer described in this presentation has not yet commenced . This presentation is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of CinCor or any other securities, nor is it a substitute for the tender offer materials described herein . At the time the planned tender offer is commenced, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed by AstraZeneca PLC (AstraZeneca), AstraZeneca Finance and Holdings Inc . and Cinnamon Acquisition, Inc . , a wholly - owned indirect subsidiary of AstraZeneca, with the Securities and Exchange Commission (the SEC), and a solicitation/recommendation statement on Schedule 14 D - 9 will be filed by CinCor with the SEC . INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ BOTH THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14 D - 9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME , WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES . Investors and security holders may obtain a free copy of the Offer to Purchase, the related Letter of Transmittal, certain other tender offer documents and the Solicitation/Recommendation Statement (when available) and other documents filed with the SEC at the website maintained by the SEC at www . sec . gov or by directing such requests to the information agent for the tender offer, which will be named in the tender offer statement . In addition, CinCor files annual, quarterly and current reports and other information, and AstraZeneca files annual reports and other information with the SEC, which are available to the public from commercial document - retrieval services and at the SEC’s website at www . sec . gov . Copies of the documents filed with the SEC by AstraZeneca may be obtained at no charge on AstraZeneca’s internet website at www . astrazeneca . com /investors . Copies of the documents filed with the SEC by CinCor may be obtained at no charge under the “Investors” section of CinCor’s internet website at www . cincor . com . Important information about the tender offer

Confidentiality Notice This file is private and may contain confidential and proprietary information. If you have received this file in error, please notify us and remove it from your system and note that you must not copy, distribute or take any action in reliance on it. Any unauthorized use or disclosure of the contents of this file is not permitted and may be unlawful. AstraZeneca PLC, 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge, CB2 0AA, UK, T: +44(0)203 749 5000, www.astrazeneca.com 18