Website-Disclaimer

IMPORTANT INFORMATION

The Notes are represented by one or more global certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). DTC is the only registered holder of the Notes. DTC facilitates the clearance and settlement of securities transactions through electronic book-entry changes in accounts of DTC participants. DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations.

Unless the context otherwise requires, all references in this Offer to Purchase to a “Holder” or “Holder of the Notes” include:

1. each person who is shown in the records of DTC as a Holder of the Notes (also referred to as “Direct Participants” and, each, a “Direct Participant”);

2. any broker, dealer, commercial bank, trust company or other nominee or intermediary that holds Notes; and

3. each beneficial owner of Notes holding such Notes, directly or indirectly, in accounts in the name of a Direct Participant or other nominee or intermediary acting on the beneficial owner’s behalf;

except that for the purposes of any payment to a Holder pursuant to the Offer of (i) the Consideration and (ii) Accrued Interest, to the extent the beneficial owner of the relevant Notes is not a Direct Participant, such payment will only be made by DTC to the relevant Direct Participant. The payment of (i) the Consideration and (ii) Accrued Interest by or on behalf of the Company to DTC will satisfy the obligations of the Company in respect of the payment for the Notes purchased in the Offer.

If a Holder decides to tender Notes pursuant to the Offer, the Holder must arrange for a Direct Participant to electronically transmit an electronic Agent’s Message (as defined herein) through DTC’s Automated Tender Offer Program (“ATOP”), for which the transaction will be eligible. There is no letter of transmittal for the Offer.

If a Holder desires to tender Notes and (1) cannot comply with the procedure for book-entry transfer or (2) cannot deliver the other required documents to the Depositary and Information Agent by the Expiration Date, such Holder must tender Notes according to the Guaranteed Delivery Procedures described under “The Offer—Procedure for Tendering Notes—Guaranteed Delivery Procedures.”

Holders are advised to check with any broker, dealer, commercial bank, trust company or other nominee or intermediary through which they hold Notes for the deadline by when such nominee or intermediary requires receipt of instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which withdrawals are permitted) withdraw their instruction to participate in, the Offer. The deadlines set by any such nominee or intermediary and DTC for the submission and withdrawal of an Agent’s Message through DTC’s ATOP will be earlier than the relevant deadlines specified in this Offer to Purchase.

For more information regarding the procedures for tendering your Notes, see “The Offer—Procedure for Tendering Notes.”

Any questions or requests for assistance or for additional copies of this Offer to Purchase, the Notice of Guaranteed Delivery or related documents may be directed to the Depositary and Information Agent at its telephone numbers set forth on the last page of this Offer to Purchase. A Holder may also contact the Dealer Managers at their telephone numbers set forth on the last page of this Offer to Purchase or such Holder’s broker, dealer, commercial bank, trust company or other nominee or intermediary for assistance concerning the Offer. Beneficial owners should contact their broker, dealer, commercial bank, trust company or other nominee or intermediary for assistance concerning the Offer.

On the terms and subject to the conditions of the Offer, we will notify the Depositary and Information Agent promptly after the Expiration Date as to which Notes tendered are accepted by us for purchase pursuant to the Offer. Provided that the conditions to the Offer have been satisfied or waived by us, all applicable Holders whose Notes are accepted for purchase by the Company will receive payment of (i) the Consideration and (ii) Accrued Interest on the Settlement Date. The Settlement Date is expected to occur three business days after the Expiration Date, which is expected to be April 30, 2026, unless extended. The Guaranteed Delivery Settlement Date is expected to occur concurrently with the Settlement Date, three business days after the Expiration Date, which is expected to be April 30, 2026, unless extended.

Our obligation to accept for purchase, and to pay for, Notes that are validly tendered, including through the Guaranteed Delivery Procedures, and not validly withdrawn pursuant to the Offer is conditioned on the satisfaction or waiver by the Company of the conditions to the Offer set forth in “The Offer—Conditions to the Offer.”

The Company expressly reserves the right, in its sole discretion, subject to applicable law, to (i) terminate the Offer at or prior to the Expiration Date and not accept for purchase any Notes not theretofore accepted for purchase, (ii) waive any and all of the conditions to the Offer, (iii) extend the Withdrawal Deadline or the Expiration Date for the Offer, (iv) delay or accelerate acceptance of the Notes pursuant to the Offer, subject to Rule 14e-1(c) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (v) otherwise amend the terms of the Offer. The Company may extend the Expiration Date without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights of Holders, subject to applicable law.

Any extension, termination or amendment will be followed as promptly as practicable by a public announcement thereof, such announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Withdrawal Deadline or the Expiration Date. The foregoing rights are in addition to the Company’s right to delay acceptance for purchase of Notes tendered pursuant to the Offer or the payment for Notes accepted for purchase in order to comply in whole or in part with any applicable law, subject to Rule 14e-1(c) under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the holders thereof promptly after the termination or withdrawal of a tender offer.

In the event that the Offer is terminated at or prior to the Expiration Date, the Consideration will not be paid or become payable to Holders who have tendered their Notes in connection with the Offer. In any such event, any Notes previously tendered and not accepted for purchase pursuant to the Offer will be promptly returned to the tendering Holders.

Notes can be tendered only in accordance with the procedures described in “The Offer—Procedure for Tendering Notes.” Holders who do not participate in the Offer, or whose Notes are not accepted for purchase, will continue to hold their Notes immediately following the completion of the Offer.

THIS OFFER TO PURCHASE AND THE NOTICE OF GUARANTEED DELIVERY CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ BEFORE A DECISION IS MADE WITH RESPECT TO THE OFFER.

This Offer to Purchase has not been filed with or reviewed by any U.S. federal, state or non-U.S. securities commission or regulatory authority, nor has any such commission or authority passed upon the accuracy or adequacy of the Offer to Purchase. Any representation to the contrary is unlawful and may be a criminal offense. We have not authorized anyone to provide any information or make any representation other than that contained in this Offer to Purchase or other information to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This Offer to Purchase, the Notice of Guaranteed Delivery and related documents do not constitute an offer to buy or the solicitation of an offer to sell any Notes in any jurisdictions or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. Neither the delivery of this Offer to Purchase, the Notice of Guaranteed Delivery and related documents nor any purchase of Notes shall, under any circumstances, create any implication that the information contained herein or therein is current as of any time subsequent to the date of such information.

This Offer to Purchase does not constitute an offer of or an invitation to participate in the Offer in Australia, except in accordance with applicable law. Neither this Offer to Purchase, nor any other prospectus or disclosure document (as defined in the Australian Corporations Act 2001 (Cth) (the “Corporations Act”)) in relation to the Offer or the Notes has been, or will be, lodged with the Australian Securities and Investments Commission (“ASIC”), the Australian Securities Exchange operated by ASX Limited (ABN 98 008 624 691) (the “ASX”) or any other regulatory authority in Australia, and this Offer to Purchase does not comply with Division 5A of Part 7.9 of the Corporations Act.

In addition, (a) no offers or applications will be made or invited for the purchase of any Notes in Australia (including an offer or invitation which is received by a person in Australia) and (b) this Offer to Purchase and any other offering material or advertisement relating to the Offer or any Notes will not be distributed or published in Australia, unless in either case (a) or (b), (i) the aggregate consideration payable on acceptance of the offer or invitation by each offeree or invitee is at least A$500,000 (or the equivalent in another currency, in either case disregarding moneys lent by the person making the offer or the invitation or its associates) or the offer or invitation otherwise does not require disclosure to investors in accordance with Part 6D.2 or 7.9 of the Corporations Act; (ii) the offer, invitation or distribution is not made to a person who is a “retail client” within the meaning of section 761G of the Corporations Act; (iii) the offer, invitation or distribution complies with all applicable laws, directives and regulations (including, without limitation, the licensing requirements set out in Chapter 7 of the Corporations Act); (iv) such action does not require any document to be lodged with ASIC, the ASX or any other regulatory authority in Australia; and (v) the offer or invitation is made in circumstances specified in Regulation 7.9.97 made under the Corporations Act.

The communication of this Offer to Purchase and any other documents or materials relating to the Offer is not being made and this Offer to Purchase and such other documents and/or materials have not been approved by an authorized person for the purposes of Section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, this Offer to Purchase and such other documents and/or materials are not being distributed to, and must not be passed on to, persons in the United Kingdom other than (i) to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (ii) to those persons falling within Article 43(2) of the Financial Promotion Order, including existing members and creditors of the Company, (iii) to those persons who are outside the United Kingdom, or (iv) to any other persons to whom it may otherwise lawfully be communicated or distributed under the Financial Promotion Order (all such persons together being referred to as “Relevant Persons”) and the transactions contemplated herein will be available only to, and engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act on or rely on this Offer to Purchase or any such other documents and/or materials or any of their contents. The applicable provisions of the FSMA must be complied with in respect of anything done in relation to the Offer in, from or otherwise involving the United Kingdom.

Following consummation or termination of the Offer, we and the remainder of the Goodman Group reserve the right to purchase additional Notes from time to time otherwise than pursuant to the Offer through open market purchases, in privately negotiated transactions, one or more additional tender offers, exchange offers or otherwise, on such terms and at such prices as we or they may determine, which may be more or less than the prices to be paid pursuant to the Offer and may be for cash or other consideration. In addition, we and the Goodman Group may repay or redeem additional Notes that remain outstanding following the Offer as permitted by the Indenture. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) we or the Goodman Group may choose to pursue in the future. This Offer does not constitute a notice of redemption under the provisions of the Indenture.

In this Offer to Purchase, we have used the convention of referring to all Notes that have been validly tendered, including through the Guaranteed Delivery Procedures, and not validly withdrawn as having been “validly tendered.” Any Notes validly withdrawn and not validly tendered again will be deemed to be not validly tendered for purposes of the Offer.