Common use of CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Clause in Contracts

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This Offer to Purchase, including the information incorporated into this Offer to Purchase by reference, contains “forward-looking statements,” which involve risks and uncertainties. All statements, other than statements of historical facts, that are included in or incorporated by reference into this Offer to Purchase, or made in presentations, in response to questions or otherwise, that address activities, events or developments that the Company expects or anticipates to occur in the future, including such matters as capital allocation, future revenue and capital expenditures, business strategy, competitive strengths, goals, future acquisitions or dispositions, development of new products and services, market and industry developments and the growth of its business and operations (often, but not always, through the use of words or phrases such as “believes,” “plans,” “intends,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “projection,” “target,” “goal,” “objective,” “outlook” and similar expressions), are forward-looking statements. Although the Company believes that in making any such forward-looking statement its expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and is qualified in its entirety by reference to the discussion under “Risk Factors” contained in this Offer to Purchase, and the section captioned “Principal risk factors and uncertainties” beginning on page 59 of our Annual Report on Form 20-F for the fiscal year ended March 31, 2022 and the section captioned “Risk factors” beginning on page 21 of our Half Year Report for the six months ended September 30, 2022, which are incorporated in this Offer to Purchase by reference. Any forward-looking statement speaks only as of the date on which it is made, and except as may be required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all of them; nor can the Company assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. You should not unduly rely on such forward-looking statements. Any forward-looking statements included in this Offer to Purchase should not be construed as exhaustive.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This Offer to Purchase, document (including the information incorporated into by reference in this Offer document), oral statements made regarding the Acquisition, and other information published by CH2M HILL and Halcrow contain statements that are or may be deemed to Purchase by reference, contains be “forward-looking statements,” which involve risks ”, including for the purposes of the US Private Securities Litigation Reform Act of 1995. These statements are prospective in nature and uncertainties. All statements, other than statements of are not based on historical facts, that but rather on the current expectations of the management of CH2M HILL and Halcrow about future events and are included naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or incorporated implied by reference into this Offer to Purchase, or made in presentations, in response to questions or otherwise, that address activities, events or developments that the Company expects or anticipates to occur in the future, including such matters as capital allocation, future revenue and capital expenditures, business strategy, competitive strengths, goals, future acquisitions or dispositions, development of new products and services, market and industry developments and the growth of its business and operations (often, but not always, through the use of words or phrases such as “believes,” “plans,” “intends,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “projection,” “target,” “goal,” “objective,” “outlook” and similar expressions), are forward-looking statements. Although The forward-looking statements contained herein include statements about the Company believes expected effects of the Acquisition on Halcrow, CH2M HILL, the expected timing and scope of the Acquisition, synergies, other strategic options and all other statements in this document other than historical facts. Forward-looking statements may (but will not always) include, without limitation, statements typically containing words such as “targets”, “plans”, “aims”, “intends”, “expects”, “anticipates”, “believes”, “estimates”, “will”, “may”, “budget”, “forecasts” and “should” and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in making any the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of CH2M HILL or Halcrow. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statement its expectations statements, many of which are based on reasonable assumptionsbeyond the control of Halcrow and CH2M HILL. These factors include, any but are not limited to, the satisfaction of the Conditions to the Acquisition, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers’ strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statement involves uncertainties and is qualified in its entirety by reference to the discussion under “Risk Factors” contained in this Offer to Purchase, and the section captioned “Principal risk factors and uncertainties” beginning statements. Halcrow Shareholders should not place undue reliance on page 59 of our Annual Report on Form 20-F for the fiscal year ended March 31, 2022 and the section captioned “Risk factors” beginning on page 21 of our Half Year Report for the six months ended September 30, 2022, which are incorporated in this Offer to Purchase by reference. Any forward-looking statement speaks only as of the date on which it is made, and except as may be required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statementstatements and neither CH2M HILL nor Halcrow, nor any of their respective advisors, associates, directors or officers undertakes any obligation to update publicly, express by disclaim or revise forward looking statements, whether as a result of new information, future events or otherwise. New factors emerge from time , except to time, and it is not possible for the Company to predict all of them; nor can the Company assess the impact of each such factor or the extent to which legally required or provides any factorrepresentation, assurance or combination guarantee that the occurrence of factors, may cause results to differ materially from those contained events expressed or implied in any forward-looking statement. You should not unduly rely on such forward-looking statements. Any forward-looking statements included statement in this Offer to Purchase should not be construed as exhaustive.document will actually occur. EXPECTED TIMETABLE OF PRINCIPAL EVENTS 1 ACTION TO BE TAKEN 2 PART 1 LETTER FROM THE CHAIRMAN OF HALCROW 4 PART 2 EXPLANATORY STATEMENT 11 PART 3 CONDITIONS TO, AND FURTHER TERMS OF, THE SCHEME 30 PART 4 FINANCIAL INFORMATION CONCERNING THE HALCROW GROUP 33 PART 5 FINANCIAL INFORMATION CONCERNING THE CH2M HILL GROUP 123 PART ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ SECURITIES ALTERNATIVE 223 PART 7 TERMS AND CONDITIONS OF THE LOAN NOTES 227 PART 8 RISK FACTORS IN RELATION TO ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ SECURITIES 231 PART 9 BACKGROUND INFORMATION ON CH2M HILL AND DETAILS OF CH2M HILL SHARES 242 PART 10 ADDITIONAL INFORMATION 252 PART 11 DEFINITIONS 267 PART 12 THE SCHEME OF ARRANGEMENT 273 PART 13 NOTICE OF COURT MEETING 286 PART 14 NOTICE OF GENERAL MEETING 288 Latest time for lodging BLUE Form of Proxy for the Court Meeting 11.00 a.m. on 16 October 2011 (2) Latest time for lodging WHITE Form of Proxy for the General Meeting 11.15 a.m. on 16 October 2011 (3) Voting Record Time for the Court Meeting and General Meeting 6.00 p.m. on 16 October 2011 (4) Court Meeting 11.00 a.m. on 18 October 2011 General Meeting 11.15 a.m. on 18 October 2011 (5) Latest time for lodging PINK Form of Election and the Form W-8BEN 1.00 p.m. on 1 November 2011 Scheme Court Hearing 7 November 2011 Reorganisation Effective Date 8 November 2011 Last time for registration of transfers of Scheme Shares 5.00 p.m. on 8 November 2011 Reorganisation Record Time 5.00 p.m. on 8 November 2011 Scheme Record Time 6.00 p.m. on 8 November ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Hearing 9 November 2011 Effective Date 10 November 2011 Latest date for posting of cheques and despatch of CH2M HILL Share certificates and Loan Note certificates in respect of consideration due under the Scheme 24 November 2011

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This Offer to PurchaseInformation in this press release that involves Blizzard Entertainment’s and NetEase’s expectations, including plans, intentions or strategies regarding the information incorporated into this Offer to Purchase by reference, contains “future are forward-looking statements,” which statements that are not facts and involve a number of risks and uncertainties. All statements, other than These statements are made under the “safe harbor” provisions of historical facts, that are included in or incorporated by reference into this Offer to Purchase, or made in presentations, in response to questions or otherwise, that address activities, events or developments that the Company expects or anticipates to occur in the future, including such matters as capital allocation, future revenue U.S. Private Securities Litigation Reform Act of 1995. Blizzard Entertainment and capital expenditures, business strategy, competitive strengths, goals, future acquisitions or dispositions, development of new products and services, market and industry developments and the growth of its business and operations (often, but not always, through the NetEase generally use of words or phrases such as “believesoutlook,” “will,” “could,” “would,” “might,” “remains,” “to be,” “plans,” “believes,” “may,” “expects,” “intends,” “will likely resultanticipates,” “are expected estimate,” “future,” “plan,” “positioned,” “potential,” “project,” “remain,” “scheduled,” “set to,” “will continuesubject to,” “is anticipated,” “estimated,” “projection,” “target,” “goal,” “objective,” “outlookupcoming” and similar expressions), are expressions to identify forward-looking statements. Although the Company believes Factors that in making any such forward-looking statement its expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and is qualified in its entirety by reference to the discussion under “Risk Factors” contained in this Offer to Purchase, and the section captioned “Principal risk factors and uncertainties” beginning on page 59 of our Annual Report on Form 20-F for the fiscal year ended March 31, 2022 and the section captioned “Risk factors” beginning on page 21 of our Half Year Report for the six months ended September 30, 2022, which are incorporated in this Offer to Purchase by reference. Any forward-looking statement speaks only as of the date on which it is made, and except as may be required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, could cause Blizzard Entertainment’s and/or NetEase’s actual future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all of them; nor can the Company assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained expressed in any the forward-looking statementstatements set forth in this release include, but are not limited to, sales levels of Blizzard Entertainment’s titles generally, the popularity of such titles among Chinese players and the effect of future expansion sets on the titles, shifts in consumer spending trends, the impact of the current macroeconomic environment, the seasonal and cyclical nature of the interactive game market, the risk that Shanghai EaseNet will not be able to operate Overwatch, Diablo III, Heroes of the Storm, StarCraft II, World of Warcraft, Hearthstone: Heroes of Warcraft or other games licensed by it from Blizzard Entertainment for a period of time or permanently due to possible governmental actions, the risk that Shanghai EaseNet or NetEase will be subject to penalties or operating restrictions imposed by governmental authorities in the PRC resulting from the operations of their online games, including suspension of their Internet service or other penalties, the risk that changes in Chinese government regulation of the online game market may limit future growth of Blizzard’s or NetEase’s revenue in China or cause revenue to decline; industry competition and competition from other forms of entertainment, rapid changes in technology, industry standards and consumer preferences, including interest in specific genres such as real-time strategy, action-role-playing and massively multiplayer online games, protection of proprietary rights, litigation against Blizzard Entertainment and/or NetEase, maintenance of relationships with key personnel, customers, licensees, licensors, vendors and third-party developers, including the ability to attract, retain and develop key personnel and developers who can create high quality “hit” titles, counterparty risks relating to customers, licensees, licensors and manufacturers, domestic and international economic, financial and political conditions and policies, foreign exchange rates and tax rates, and the identification of suitable future acquisition opportunities, and the other factors identified in the risk factors section of Activision Blizzard’s most recent annual report on Form 10-K and any subsequent quarterly reports on Form 10-Q and of NetEase’s most recent annual report on Form 20-F and other filings and submissions with the U.S. Securities and Exchange Commission. You should not unduly rely on The forward-looking statements in this release are based upon information available to Blizzard Entertainment, Activision Blizzard and NetEase, as the case may be, as of the date of this release, and none of such parties assumes any obligation to update any such forward-looking statements. Any forwardForward-looking statements included in this Offer believed to Purchase should be true when made may ultimately prove to be incorrect. These statements are not be construed as exhaustiveguarantees of the future performance of Blizzard Entertainment, Activision Blizzard or NetEase and are subject to risks, uncertainties and other factors, some of which are beyond their respective control and may cause actual results to differ materially from current expectations.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This Offer to PurchaseInformation in this press release that involves Blizzard Entertainment's and ▇▇▇▇▇▇▇'s expectations, including plans, intentions or strategies regarding the information incorporated into this Offer to Purchase by reference, contains “future are forward-looking statements,” which statements that are not facts and involve a number of risks and uncertainties. All statements, other than These statements are made under the "safe harbor" provisions of historical facts, that are included in or incorporated by reference into this Offer to Purchase, or made in presentations, in response to questions or otherwise, that address activities, events or developments that the Company expects or anticipates to occur in the future, including such matters as capital allocation, future revenue U.S. Private Securities Litigation Reform Act of 1995. Blizzard Entertainment and capital expenditures, business strategy, competitive strengths, goals, future acquisitions or dispositions, development of new products and services, market and industry developments and the growth of its business and operations (often, but not always, through the NetEase generally use of words or phrases such as “"outlook," "will," "could," "would," "might," "remains," "to be," "plans," "believes,” “plans" "may,” “" "expects," "intends,” “will likely result" "anticipates,” “are expected " "estimate," "future," "plan," "positioned," "potential," "project," "remain," "scheduled," "set to,” “will continue" "subject to,” “is anticipated,” “estimated,” “projection,” “target,” “goal,” “objective,” “outlook” " "upcoming" and similar expressions), are expressions to identify forward-looking statements. Although the Company believes Factors that in making any such forward-looking statement its expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and is qualified in its entirety by reference to the discussion under “Risk Factors” contained in this Offer to Purchase, and the section captioned “Principal risk factors and uncertainties” beginning on page 59 of our Annual Report on Form 20-F for the fiscal year ended March 31, 2022 and the section captioned “Risk factors” beginning on page 21 of our Half Year Report for the six months ended September 30, 2022, which are incorporated in this Offer to Purchase by reference. Any forward-looking statement speaks only as of the date on which it is made, and except as may be required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, could cause Blizzard Entertainment's and/or NetEase's actual future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all of them; nor can the Company assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained expressed in any forward-looking statement. You should not unduly rely on such forward-looking statements. Any the forward-looking statements included set forth in this Offer to Purchase should release include, but are not limited to, sales levels of Blizzard Entertainment's titles generally, the popularity of such titles among Chinese players and the effect of future expansion sets on the titles, shifts in consumer spending trends, the impact of the current macroeconomic environment, the seasonal and cyclical nature of the interactive game market, the risk that Shanghai EaseNet will not be construed able to operate Overwatch, Diablo III, Heroes of the Storm, StarCraft II, World of Warcraft, Hearthstone: Heroes of Warcraft or other games licensed by it from Blizzard Entertainment for a period of time or permanently due to possible governmental actions, the risk that Shanghai EaseNet or NetEase will be subject to penalties or operating restrictions imposed by governmental authorities in the PRC resulting from the operations of their online games, including suspension of their Internet service or other penalties, the risk that changes in Chinese government regulation of the online game market may limit future growth of Blizzard's or NetEase's revenue in China or cause revenue to decline; industry competition and competition from other forms of entertainment, rapid changes in technology, industry standards and consumer preferences, including interest in specific genres such as exhaustive.real-time strategy, action–role-playing and massively multiplayer

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This Offer to Purchase, including prospectus supplement and the information documents we have filed with the SEC that are incorporated into this Offer to Purchase herein by reference, contains reference contain such “forward-looking statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be preceded by, or contain, words such as “may,” which involve risks and uncertainties“will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “predict,” “potential,” “might,” “could,” “would,” “should” or other words indicating future results, though not all forward-looking statements necessarily contain these identifying words. All statements, statements other than statements of historical factsfact are statements that could be deemed forward-looking statements, including, without limitation, statements about our future business operations and results, our strategy and competition. These statements represent our current expectations or beliefs concerning various future events and involve numerous risks and uncertainties that are included could cause actual results to differ materially from expectations, including, but not limited to: ● our need to, and difficulty in, raising additional capital; ● downturns in the Cryptocurrency industry; ● inflation; ● increased interest rates; ● the inability to procure needed hardware; ● the failure or breakdown of mining equipment, or internet connection failure; ● access to reliable and reasonably priced electricity sources; ● cyber-security threats; ● our ability to obtain proper insurance; ● construction risks; ● banks and other financial institutions ceasing to provide services to our industry; ● changes to the Bitcoin network’s protocols and software; ● the decrease in the incentive to mine Bitcoin; ● the increase of transaction fees related to digital assets; ● the fraud or security failures of large digital asset exchanges; ● future digital asset, technological and digital currency development; ● the regulation and taxation of digital assets like Bitcoin; and ● the other risks and uncertainties discussed under the section titled “Risk Factors” beginning on page S-3 of this prospectus supplement and in the documents incorporated by reference into this Offer to Purchaseprospectus supplement and a variety of other factors. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or made in presentations, in response achievements. We undertake no obligation to questions update or otherwise, that address activities, events or developments that revise any of the Company expects or anticipates to occur in the future, including such matters as capital allocation, future revenue and capital expenditures, business strategy, competitive strengths, goals, future acquisitions or dispositions, development of new products and services, market and industry developments and the growth of its business and operations (often, but not always, through the use of words or phrases such as “believes,” “plans,” “intends,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “projection,” “target,” “goal,” “objective,” “outlook” and similar expressions), are forward-looking statements. Although the Company believes that in making any such forward-looking statement its expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and is qualified in its entirety by reference to the discussion under “Risk Factors” contained in this Offer to Purchase, and the section captioned “Principal risk factors and uncertainties” beginning on page 59 of our Annual Report on Form 20-F for the fiscal year ended March 31, 2022 and the section captioned “Risk factors” beginning on page 21 of our Half Year Report for the six months ended September 30, 2022, which are incorporated in this Offer to Purchase by reference. Any forward-looking statement speaks only as of the date on which it is made, and except as may be required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. New factors emerge from time to timeIn light of these risks, uncertainties and it is not possible for assumptions, the Company to predict all of them; nor can the Company assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statementevents discussed or incorporated by reference in this prospectus supplement and the accompanying prospectus may not occur. You should not unduly rely on such forward-looking statementsread this prospectus supplement, the accompanying prospectus, the documents we have filed with the SEC that are incorporated by reference and any free writing prospectus that we have authorized for use in connection with this offering completely and with the understanding that our actual future results may be materially different from what we expect. Any We qualify all of the forward-looking statements included in this Offer to Purchase should not be construed as exhaustivethe foregoing documents by these cautionary statements.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This Offer to Purchase, including the information incorporated into this Offer to Purchase by reference, contains “forward-looking statements,” which involve risks and uncertainties. All statements, other than statements of historical facts, that are included in or incorporated by reference into this Offer to Purchase, or made in presentations, in response to questions or otherwise, that address activities, events or developments that the Company expects or anticipates to occur in the future, including such matters as projections, capital allocation, future revenue and capital expenditures, business strategy, competitive strengths, goals, future acquisitions or dispositions, development or operation of new products and servicespower generation assets, market and industry developments and the growth of its business and operations (often, but not always, through the use of words or phrases such as “believes,” “plans,” “intends,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “projection,” “target,” “goal,” “objective,” “outlook” and similar expressions), are forward-looking statements. Although the Company believes that in making any such forward-forward- looking statement its expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and is qualified in its entirety by reference to the discussion under “Risk Factors” contained in this Offer to Purchase, and the section captioned “Principal risk factors and uncertainties” beginning on page 59 of our Annual Report on Form 20-F for the fiscal year ended March 31, 2022 2022, and the section captioned “Risk factors” beginning on page 21 of our Half Year Report for the six months ended September 30, 2022, which are incorporated in this Offer to Purchase by reference. Any forward-looking statement speaks only as of the date on which it is made, and except as may be required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all of them; nor can the Company assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. You should not unduly rely on such forward-looking statements. Any forward-looking statements included in this Offer to Purchase should not be construed as exhaustive.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This Offer prospectus, any accompanying prospectus supplement and the documents we incorporate by reference each contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. We intend such forward-looking statements to Purchasebe covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Also, including documents we subsequently file with the information incorporated into this Offer to Purchase SEC and incorporate by reference, contains “reference may contain forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “will,” “seek,” “could,” “project” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which involve are, in some cases, beyond our control and which could materially affect our results of operations, financial condition, cash flows, performance or future achievements or events. Currently, one of the most significant factors, however, is the potential adverse effect of the current pandemic of the novel coronavirus, or COVID-19, on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economy and financial markets. The extent to which COVID-19 impacts us and our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Moreover, investors are cautioned to interpret many of the risks identified in the risk factors discussed in this prospectus and uncertainties. All statements, other than statements of historical facts, that are included in or incorporated by reference into this Offer to Purchase, or made in presentations, in response to questions or otherwise, that address activities, events or developments that the Company expects or anticipates to occur in the future, including such matters as capital allocation, future revenue and capital expenditures, business strategy, competitive strengths, goals, future acquisitions or dispositions, development of new products and services, market and industry developments and the growth of its business and operations (often, but not always, through the use of words or phrases such as “believes,” “plans,” “intends,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “projection,” “target,” “goal,” “objective,” “outlook” and similar expressions), are forward-looking statements. Although the Company believes that in making any such forward-looking statement its expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and is qualified in its entirety by reference to the discussion under “Risk Factors” contained in this Offer to Purchase, and the section captioned “Principal risk factors and uncertainties” beginning on page 59 of prospectus from our Annual Report on Form 2010-F K for the fiscal year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 2020, as well as the risks set forth below, as being heightened as a result of the ongoing and numerous adverse impacts of COVID-19. Additional factors which may cause actual results to differ materially from current expectations include, but are not limited to: • the factors included in our Annual Report on Form 10-K for the year ended December 31, 2019, including those set forth under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; • the factors included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020; • global and national economic conditions and changes in general economic, financial and real estate market conditions; • the financial failure of, or other default in payment by, tenants under their leases and the section captioned “Risk factors” beginning on page 21 potential resulting vacancies; • our concentration with certain tenants and in certain markets, which may make us more susceptible to adverse events; • changes in our business strategy; • risks that our acquisition and development projects will fail to perform as expected; • adverse changes and disruption in the retail sector and the financing stability of our Half Year Report tenants, which could impact our tenants’ ability to pay rent and expense reimbursement; • our ability to pay dividends; • risks relating to information technology and cybersecurity attacks, loss of confidential information and other related business disruptions; • loss of key management personnel; • the potential need to fund improvements or other capital expenditures out of operating cash flow; • financing risks, such as the inability to obtain debt or equity financing on favorable terms or at all; • the level and volatility of interest rates; • our ability to renew or re-lease space as leases expire; • limitations in our tenants’ leases on real estate tax, insurance and operating cost reimbursement obligations; • loss or bankruptcy of one or more of our major tenants, and bankruptcy laws that may limit our remedies if a tenant becomes bankrupt and rejects its leases; • potential liability for environmental contamination, which could result in substantial costs; • our level of indebtedness, which could reduce funds available for other business purposes and reduce our operational flexibility; • covenants in our credit agreements, which could limit our flexibility and adversely affect our financial condition; • credit market developments that may reduce availability under our revolving credit facility; • an increase in market interest rates which could raise our interest costs on existing and future debt; • a decrease in interest rates, which may lead to additional competition for the six months ended September 30, 2022acquisition of real estate or adversely affect our results of operations; • our hedging strategies, which are incorporated may not be successful in this Offer mitigating our risks associated with interest rates; • legislative or regulatory changes, including changes to Purchase laws governing REITs; • our ability to maintain our qualification as a REIT for federal income tax purposes and the limitations imposed on our business by referenceour status as a REIT; and • our failure to qualify as a REIT for federal income tax purposes, which could adversely affect our operations and ability to make distributions. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and except it is not possible for us to predict those events or how they may affect us. Except as may be required by applicable law, the Company undertakes no obligation to publicly we are not obligated to, and do not intend to, update or revise any forward-forward- looking statementstatements, whether as a result of new information, future events or otherwise. New factors emerge from time to timeAccordingly, and it is not possible for the Company to predict all of them; nor can the Company assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained investors should use caution in any forward-looking statement. You should not unduly rely relying on such past forward-looking statements, which were based on results and trends at the time they were made, to anticipate future results or trends. Any forwardFor a further discussion of these and other factors that could impact our future results, performance or transactions, see the section above titled “Risk Factors” and the risk factors incorporated therein from our most recent Annual Report on Form 10-looking statements included K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, as well as the risks, uncertainties and additional information set forth in documents that we file with the SEC after the date of this Offer to Purchase should not be construed as exhaustiveprospectus and which are deemed incorporated by reference into this prospectus, and the information contained or incorporated by reference into any applicable prospectus supplement.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. This Offer to Purchase, including the information incorporated into this Offer to Purchase by reference, contains document may include “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements relating to the completion of the merger. Forward-looking statementsstatements can usually be identified by the use of terminology such as “anticipate,” which involve “believe,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “opinion,” “plan,” “possible,” “potential,” “project,” “should,” “will” and similar words or expression. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. All statementsActual results could differ materially from those anticipated as a result of various factors, including: (1) Life Time may be unable to obtain shareholder approval as required for the merger; (2) conditions to the closing of the merger, including the obtaining of required regulatory approvals, may not be satisfied; (3) the merger may involve unexpected costs, liabilities or delays; (4) the business of Life Time may suffer as a result of uncertainty surrounding the merger; (5) the outcome of any legal proceedings related to the merger; (6) Life Time may be adversely affected by other than statements economic, business, and/or competitive factors; (7) the occurrence of historical factsany event, change or other circumstances that are included in or incorporated by reference into this Offer could give rise to Purchase, or made in presentations, in response the termination of the merger agreement; (8) the ability to questions or otherwise, that address activities, events or developments recognize benefits of the merger; (9) risks that the Company expects or anticipates merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (10) other risks to occur in consummation of the futuremerger, including such matters as capital allocation, future revenue and capital expenditures, business strategy, competitive strengths, goals, future acquisitions the risk that the merger will not be consummated within the expected time period or dispositions, development of new products and services, market and industry developments and at all; (11) the growth of its business and operations (often, but not always, through risks described from time to time in Life Time’s reports filed with the use of words or phrases such as “believes,” “plans,” “intends,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “projection,” “target,” “goal,” “objective,” “outlook” and similar expressions), are forward-looking statements. Although SEC under the Company believes that in making any such forward-looking statement its expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and is qualified in its entirety by reference to the discussion under heading “Risk Factors,” contained in this Offer to Purchase, and including the section captioned “Principal risk factors and uncertainties” beginning on page 59 of our Annual Report on Form 2010-F K for the fiscal year ended March December 31, 2022 2014, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and in other of Life Time’s filings with the section captioned “Risk factors” beginning SEC; and (12) general industry and economic conditions. Readers are cautioned not to place undue reliance on page 21 of our Half Year Report for the six months ended September 30, 2022, which are incorporated in this Offer to Purchase by reference. Any these forward-looking statement speaks statements, which speak only as of the date on which it is such statements were made, and except . Except as may be required by applicable law, the Company Life Time undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all of them; nor can the Company assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. You should not unduly rely on such forward-looking statements. Any forward-looking statements included in this Offer to Purchase should not be construed as exhaustivereflect events or circumstances arising after such date.