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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. Information in this press release that involves Blizzard Entertainment’s and NetEase’s expectations, plans, intentions or strategies regarding the future are forward-looking statements that are not facts and involve a number of risks and uncertainties. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Blizzard Entertainment and NetEase generally use words such as “outlook,” “will,” “could,” “would,” “might,” “remains,” “to be,” “plans,” “believes,” “may,” “expects,” “intends,” “anticipates,” “estimate,” “future,” “plan,” “positioned,” “potential,” “project,” “remain,” “scheduled,” “set to,” “subject to,” “upcoming” and similar expressions to identify forward-looking statements. Factors that could cause Blizzard Entertainment’s and/or NetEase’s actual future results to differ materially from those expressed in the forward-looking statements 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. 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. Forward-looking statements believed to be true when made may ultimately prove to be incorrect. These statements are not guarantees 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. Information in this press release that involves Blizzard Entertainment’s and NetEase’s expectations, plans, intentions or strategies regarding the future are This document may include “forward-looking looking” statements that are not facts and involve a number of risks and uncertainties. These statements are made under within the “safe harbor” provisions meaning of the U.S. Private Securities Litigation Reform Act of 1995, including, without limitation, statements relating to the completion of the merger. Blizzard Entertainment and NetEase generally Forward-looking statements can usually be identified by the use words of terminology such as “outlookanticipate,” “willbelieve,” “continue,” “could,” “wouldestimate,” “mightevolve,” “remainsexpect,” “to beforecast,” “plansintend,” “believeslooking ahead,” “may,” “expects,” “intends,” “anticipates,” “estimate,” “futureopinion,” “plan,” “positionedpossible,” “potential,” “project,” “remainshould,” “scheduled,” “set to,” “subject to,” “upcomingwill” and similar expressions words or expression. These statements are based on current expectations and assumptions that are subject to identify forward-looking statementsrisks and uncertainties. Factors that Actual results could cause Blizzard Entertainment’s and/or NetEase’s actual future results to differ materially from those expressed in anticipated as a result of various factors, including: (1) Life Time may be unable to obtain shareholder approval as required for the forward-looking statements set forth in this release includemerger; (2) conditions to the closing of the merger, but are including the obtaining of required regulatory approvals, may not limited tobe satisfied; (3) the merger may involve unexpected costs, sales levels liabilities or delays; (4) the business of Blizzard Entertainment’s titles generallyLife 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 economic, business, and/or competitive factors; (7) the popularity occurrence of such titles among Chinese players any event, change or other circumstances that could give rise to the termination of the merger agreement; (8) the ability to recognize benefits of the merger; (9) risks that the merger disrupts current plans and operations and the effect of future expansion sets on the titles, shifts potential difficulties in consumer spending trends, the impact employee retention as a result of the current macroeconomic environment, the seasonal and cyclical nature merger; (10) other risks to consummation of the interactive game marketmerger, including the risk that Shanghai EaseNet the merger will not be able consummated within the expected time period or at all; (11) the risks described from time to operate Overwatch, Diablo III, Heroes of time in Life Time’s reports filed with 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, SEC under 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, heading “Risk Factors,” 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 Annual Report on Form 10-K and any subsequent quarterly reports for the fiscal year ended December 31, 2014, Quarterly Reports on Form 10-Q and of NetEase’s most recent annual report Current Reports on Form 208-F K and in other of Life Time’s filings and submissions with the U.S. Securities SEC; and Exchange Commission(12) general industry and economic conditions. The Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which such statements were made. Except as required by applicable law, Life Time undertakes no obligation to update 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 reflect events or circumstances arising after such parties assumes any obligation to update any such forward-looking statements. Forward-looking statements believed to be true when made may ultimately prove to be incorrect. These statements are not guarantees 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 expectationsdate.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. Information in this press release that involves Blizzard Entertainment’s 's and NetEase’s ▇▇▇▇▇▇▇'s expectations, plans, intentions or strategies regarding the future are forward-looking statements that are not facts and involve a number of risks and uncertainties. These statements are made under the “"safe harbor” " provisions of the U.S. Private Securities Litigation Reform Act of 1995. Blizzard Entertainment and NetEase generally use words such as “"outlook,” “" "will,” “" "could,” “" "would,” “" "might,” “" "remains,” “" "to be,” “" "plans,” “" "believes,” “" "may,” “" "expects,” “" "intends,” “" "anticipates,” “" "estimate,” “" "future,” “" "plan,” “" "positioned,” “" "potential,” “" "project,” “" "remain,” “" "scheduled,” “" "set to,” “" "subject to,” “" "upcoming” " and similar expressions to identify forward-looking statements. Factors that could cause Blizzard Entertainment’s 's and/or NetEase’s 's actual future results to differ materially from those expressed in the forward-looking statements set forth in this release include, but are not limited to, sales levels of Blizzard Entertainment’s '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 's or NetEase’s '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. 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. Forward-looking statements believed to be true when made may ultimately prove to be incorrect. These statements are not guarantees 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.multiplayer

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. Information in this press release This prospectus supplement and the documents we have filed with the SEC that involves Blizzard Entertainment’s and NetEase’s expectations, plans, intentions or strategies regarding the future are incorporated herein by reference contain such “forward-looking statements that are not facts and involve a number statements” within the meaning of risks and uncertainties. These statements are made under the “safe harbor” provisions Section 27A of the U.S. Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995. Blizzard Entertainment and NetEase generally use Forward-looking statements may be preceded by, or contain, words such as “outlookmay,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “predict,” “potential,” “might,” “could,” “would,” “might,should” “remains,” “to be,” “plans,” “believes,” “may,” “expects,” “intends,” “anticipates,” “estimate,” “future,” “plan,” “positioned,” “potential,” “project,” “remain,” “scheduled,” “set to,” “subject to,” “upcoming” and similar expressions to identify or other words indicating future results, though not all forward-looking statements necessarily contain these identifying words. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Factors that could cause Blizzard Entertainment’s and/or NetEase’s actual , including, without limitation, statements about our future results to differ materially from those expressed in the forward-looking statements set forth in this release includebusiness operations and results, but are not limited to, sales levels of Blizzard Entertainment’s titles generally, the popularity of such titles among Chinese players our strategy 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. 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. Forward-looking statements believed to be true when made may ultimately prove to be incorrectcompetition. These statements are not guarantees of the represent our current expectations or beliefs concerning various future performance of Blizzard Entertainment, Activision Blizzard or NetEase events and are subject to risks, involve numerous risks and uncertainties and other factors, some of which are beyond their respective control and may that could cause actual results to differ materially from current 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 prospectus 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 achievements. We undertake no obligation to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed or incorporated by reference in this prospectus supplement and the accompanying prospectus may not occur. You should read 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. We qualify all of the forward-looking statements in the foregoing documents by these cautionary statements.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. Information in This Offer to Purchase, including the information incorporated into this press release that involves Blizzard Entertainment’s and NetEase’s expectationsOffer to Purchase by reference, plans, intentions or strategies regarding the future are contains “forward-looking statements that are not facts and statements,” which involve a number of risks and uncertainties. These All statements, other than statements of historical facts, that are included in or incorporated by reference into this Offer to Purchase, or made under in presentations, in response to questions or otherwise, that address activities, events or developments that the “safe harbor” provisions Company expects or anticipates to occur in the future, including such matters as projections, capital allocation, future capital expenditures, business strategy, competitive strengths, goals, future acquisitions or dispositions, development or operation of power generation assets, market and industry developments and the U.S. Private Securities Litigation Reform Act growth of 1995. Blizzard Entertainment its business and NetEase generally operations (often, but not always, through the use of words or phrases such as “outlook,” “will,” “could,” “would,” “might,” “remains,” “to bebelieves,” “plans,” “believes,” “may,” “expects,” “intends,” “anticipateswill likely result,” “estimate,” “future,” “plan,” “positioned,” “potential,” “project,” “remain,” “scheduled,” “set are expected to,” “subject towill continue,” “upcomingis anticipated,” “estimated,” “projection,” “target,” “goal,” “objective,” “outlook” and similar expressions to identify expressions), are forward-looking statements. Factors Although the Company believes that could 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 Blizzard Entertainment’s and/or NetEase’s actual future results to differ materially from those expressed contained in the any forward-looking statements set forth in this release include, but are statement. You should 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 unduly rely 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. 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. ForwardAny forward-looking statements believed included in this Offer to Purchase should not be true when made may ultimately prove to be incorrect. These statements are not guarantees 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 expectationsconstrued as exhaustive.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. Information in this press release that involves Blizzard Entertainment’s This prospectus, any accompanying prospectus supplement and NetEase’s expectations, plans, intentions or strategies regarding the future are documents we incorporate by reference each contain forward-looking statements that are not facts and involve a number within the meaning of risks and uncertainties. These statements are made under the “safe harbor” provisions Section 27A of the U.S. Securities Act and Section 21E of the Exchange Act. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 19951995 and include this statement for purposes of complying with these safe harbor provisions. Blizzard Entertainment and NetEase generally use words such as “outlook,” “will,” “could,” “would,” “might,” “remains,” “to be,” “plans,” “believes,” “may,” “expects,” “intends,” “anticipates,” “estimate,” “future,” “plan,” “positioned,” “potential,” “project,” “remain,” “scheduled,” “set to,” “subject to,” “upcoming” and similar expressions to identify forward-looking statements. Factors that could cause Blizzard Entertainment’s and/or NetEase’s actual future results to differ materially from those expressed in the forward-looking statements set forth in this release includeAlso, 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 documents we subsequently file with the U.S. Securities SEC and Exchange Commission. The forward-looking statements in this release are based upon information available to Blizzard Entertainment, Activision Blizzard and NetEase, as the case incorporate by reference may be, as of the date of this release, and none of such parties assumes any obligation to update any such contain forward-looking statements. Forward-looking statements believed to be true when made may ultimately prove to be incorrect. These statements statements, which are not guarantees based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the future performance of Blizzard Entertainment, Activision Blizzard words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “will,” “seek,” “could,” “project” or NetEase similar expressions. You should not rely on forward-looking statements since they involve known and are subject to unknown risks, uncertainties and other factors which 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, some 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 beyond their respective control 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 incorporated by reference into this prospectus from our Annual Report on Form 10-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 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 expectationsexpectations 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 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 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 acquisition of real estate or adversely affect our results of operations; • our hedging strategies, which may not be successful in mitigating our risks associated with interest rates; • legislative or regulatory changes, including changes to 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 our 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 it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward- looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should use caution in relying on past forward-looking statements, which were based on results and trends at the time they were made, to anticipate future results or trends. For 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-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 prospectus 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. Information This document (including information incorporated by reference in this press release that involves Blizzard Entertainment’s and NetEase’s expectationsdocument), plans, intentions or strategies oral statements made regarding the future Acquisition, and other information published by CH2M HILL and Halcrow contain statements that are or may be deemed to be “forward-looking statements that are not facts and involve a number of risks and uncertainties. These statements are made under statements”, including for the “safe harbor” provisions purposes of the U.S. US Private Securities Litigation Reform Act of 1995. Blizzard Entertainment These statements are prospective in nature and NetEase generally use words such as “outlook,” “will,” “could,” “would,” “might,” “remains,” “are not based on historical facts, but rather on the current expectations of the management of CH2M HILL and Halcrow about future events and are naturally subject to be,” “plans,” “believes,” “may,” “expects,” “intends,” “anticipates,” “estimate,” “future,” “plan,” “positioned,” “potential,” “project,” “remain,” “scheduled,” “set to,” “subject to,” “upcoming” uncertainty and similar expressions changes in circumstances which could cause actual events to identify differ materially from the future events expected or implied by the forward-looking statements. Factors The forward-looking statements contained herein include statements about the 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 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 Blizzard Entertainment’s and/or NetEase’s actual future results and developments to differ materially from those expressed in the or implied by such forward-looking statements set forth in this release statements, many of which are beyond the control of Halcrow and CH2M HILL. These factors include, but are not limited to, sales levels the satisfaction of Blizzard Entertainment’s titles generallythe 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 popularity outcome of such titles among Chinese players litigation, government actions 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 natural phenomena such as real-time strategyfloods, action-role-playing earthquakes 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 hurricanes. Other unknown or unpredictable 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. 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. Forward-looking statements believed to be true when made may ultimately prove to be incorrect. These statements are not guarantees 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 could cause actual results to differ materially from current expectations.those in the forward-looking statements. Halcrow Shareholders should not place undue reliance on any forward-looking statements 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, except to the extent legally required or provides any representation, assurance or guarantee that the occurrence of events expressed or implied in any forward-looking statement in this 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