Common use of Documents Incorporated by Reference Clause in Contracts

Documents Incorporated by Reference. This Offering Circular should be read and construed in conjunction with each relevant Pricing Supplement, the two most recently published audited annual consolidated financial statements, and any unaudited condensed interim financial statements published subsequently to such annual consolidated financial statements, of the Guarantor from time to time (if any), in each case with the auditor’s report or the review report, as appropriate, and all amendments and supplements from time to time to this Offering Circular, which shall be deemed to be incorporated in, and to form part of, this Offering Circular and which shall be deemed to modify or supersede the contents of this Offering Circular to the extent that a statement contained in any such document is inconsistent with such contents. See “General Information” for a description of the financial statements currently published by the Guarantor. For purposes of this Offering Circular and the avoidance of doubt, “published” annual consolidated financial statements and/or, as the case may be, unaudited condensed interim financial statements of the Guarantor shall include (but shall not be limited to) the annual consolidated financial statements and/or, as the case may be, unaudited condensed interim financial statements of the Guarantor that are posted on the website of the Guarantor (xxx.xxxxxxxxxxxxx.xxx) and/or the Hong Kong Stock Exchange (xxx.xxxx.xxx.xx). The Issuer and the Guarantor will provide, without charge, to each person to whom a copy of this Offering Circular has been delivered, upon the request of such person, a copy of any or all of the documents deemed to be incorporated herein by reference unless such documents have been modified or superseded as specified above. Requests for such documents should be directed to the Issuer or the Guarantor at its respective office set out at the end of this Offering Circular. In addition, such documents will be available free of charge during normal business hours from the principal office of the Paying Agent in Hong Kong for Notes listed on the Hong Kong Stock Exchange. Pricing Supplements relating to unlisted Notes will only be available for inspection by a holder of such Notes and such holder must produce evidence satisfactory to the Issuer, the Guarantor or the relevant Paying Agent as to its holding of Notes and identity.

Documents Incorporated by Reference. This Offering Circular should be read and construed in conjunction with each relevant Pricing Supplement, the two most recently published two audited annual consolidated financial statements, and any unaudited condensed interim financial statements published subsequently to such annual consolidated financial statements, of the Guarantor from time to time (if any), in each case with the auditor’s report or the review report, as appropriate, and all amendments and supplements from time to time to this Offering Circular, which shall be deemed to be incorporated in, and to form part of, this Offering Circular and which shall be deemed to modify or supersede the contents of this Offering Circular to the extent that a statement contained in any such document is inconsistent with such contents. See “General Information” for a description of the financial statements currently published by the Guarantor. For purposes of this Offering Circular and the avoidance of doubt, “published” annual consolidated financial statements and/or, as the case may be, unaudited condensed interim financial statements of the Guarantor shall include (but shall not be limited to) the annual consolidated financial statements and/or, as the case may be, unaudited condensed interim financial statements of the Guarantor that are posted on the website of the Guarantor (xxx.xxxxxxxxxxxxx.xxxxxx.xxxxxxxxxxxxxxx.xxx) and/or the Hong Kong Stock Exchange (xxx.xxxx.xxx.xx). The Issuer and the Guarantor will provide, without charge, to each person to whom a copy of this Offering Circular has been delivered, upon the request of such person, a copy of any or all of the documents deemed to be incorporated herein by reference unless such documents have been modified or superseded as specified above. Requests for such documents should be directed to the Issuer or the Guarantor at its respective office set out at the end of this Offering Circular. In addition, such documents will be available free of charge during normal business hours from the principal office of the Paying Agent in Hong Kong for Notes listed on the Hong Kong Stock Exchange. Pricing Supplements relating to unlisted Notes will only be available for inspection by a holder of such Notes and such holder must produce evidence satisfactory to the Issuer, the Guarantor or the relevant Paying Agent as to its holding of Notes and identity.

Documents Incorporated by Reference. This Offering Circular should be read and construed in conjunction with each relevant Pricing Supplement, the two most recently published audited annual consolidated financial statements, and any unaudited condensed interim financial statements published subsequently to such annual consolidated financial statements, of the Guarantor from time to time (if any), in each case with the auditor’s report or the review report, as appropriate, and all amendments and supplements from time to time to this Offering Circular, which shall be deemed to be incorporated in, and to form part of, this Offering Circular and which shall be deemed to modify or supersede the contents of this Offering Circular to the extent that a statement contained in any such document is inconsistent with such contents. See “General Information” for a description of the financial statements currently published by the Guarantor. For purposes of this Offering Circular and the avoidance of doubt, “published” annual consolidated financial statements and/or, as the case may be, unaudited condensed interim financial statements of the Guarantor shall include (but shall not be limited to) the annual consolidated financial statements and/or, as the case may be, unaudited condensed interim financial statements of the Guarantor that are posted on the website of the Guarantor (xxx.xxxxxxxxxxxxx.xxx) and/or the Hong Kong Stock Exchange (xxx.xxxx.xxx.xx). The Issuer and the Guarantor will provide, without charge, to each person to whom a copy of this Offering Circular has been delivered, upon the request of such person, a copy of any or all of the documents deemed to be incorporated herein by reference unless such documents have been modified or superseded as specified above. Requests for such documents should be directed to the Issuer or the Guarantor at its respective office set out at the end of this Offering Circular. In addition, such documents will be available free of charge during normal business hours from the principal office of the Paying Agent in Hong Kong for Notes listed on the Hong Kong Stock Exchange. Pricing Supplements relating to unlisted Notes will only be available for inspection by a holder of such Notes and such holder must produce evidence satisfactory to the Issuer, the Guarantor or the relevant Paying Agent as to its holding of Notes and identity.

Documents Incorporated by Reference. This Offering Circular The Prospectus is composed of the Issuer's annual financial report 2012, which is a Registration Document within the meaning of Article 28 of the Prospectus Law, and this Securities Note. The Prospectus should be read and construed in conjunction with each (the relevant Pricing Supplement, parts of) all documents incorporated by reference (as mentioned below). The Prospectus has been approved by the two most recently published audited annual consolidated financial statements, and any unaudited condensed interim financial statements published subsequently to such annual consolidated financial statements, FSMA in accordance with Article 23 of the Guarantor from time to time (if any)Prospectus Law on 2 July 2013. The FSMA’s approval does not imply any judgement on the merits or the quality of the transaction or the Issuer. These documents, in each case which have been filed with the auditor’s report or the review reportFSMA, as appropriate, and all amendments and supplements from time to time to this Offering Circular, which shall be deemed to be incorporated in, and to form part of, this Offering Circular and the Prospectus, save that any statement contained in a document which is incorporated by reference herein shall be deemed to modify modified or supersede superseded for the contents purpose of this Offering Circular the Prospectus to the extent that a statement contained in any herein modifies or supersedes such document is inconsistent with such contentsearlier statement (whether expressly, by implication or otherwise). See “General Information” for Any statement so modified or superseded shall not, except as so modified or superseded, constitute a description part of the financial statements currently Prospectus. The documents incorporated by reference are: (i) the Issuer’s annual report 2010, (ii) the Issuer’s annual report 2011, (iii) the Issuer’s annual report 2012 and (iv) the press releases published since 1 January 2013. The statutory auditor of the Issuer, Ernst & Young Bedrijfsrevisoren/Réviseurs d'Entreprises (having its registered office at 0000 Xxxxxx, Xxxxxxx, De Kleetlaan 2), represented by Xxxxxxxx Xxxxxxxxxx, a member of the Guarantor. For purposes of this Offering Circular "Institut des Réviseurs d’Entreprises/Instituut van de Bedrijfsrevisoren", has audited, and rendered audit reports on the avoidance of doubt, “published” annual consolidated financial statements and/or, as the case may be, unaudited condensed interim financial statements of the Guarantor shall include (but shall not be limited to) Issuer for the annual consolidated financial statements and/oryears ended 31 December 2012, as 31 December 2011 and 31 December 2010. The Issuer confirms that it has obtained the case may be, unaudited condensed interim financial statements approval from its statutory auditor to incorporate those documents. Copies of the Guarantor that are posted aformentioned documents incorporated by reference may be obtained (free of charge) from the registered offices of the Issuer and the Joint Lead Managers, or on the website of the Guarantor Issuer (xxx.xxxxxxxxxxxxx.xxx) and/or the Hong Kong Stock Exchange (xxx.xxxx.xxx.xxxxx.xxxxxx.xxx). The Issuer and the Guarantor will provide, without charge, to each person to whom a copy of this Offering Circular has been delivered, upon the request of such person, a copy of any or all - Risk factors 4 - Management report 17 o Strategy o Report of the real estate expert 17 18 - Consolidated annual accounts 44 - Report of the statutory auditor 122 - Permanent documents deemed to be incorporated herein by reference unless such documents have been modified or superseded as specified above. Requests for such documents should be directed 133 - Risk factors 5 - Management report 16 o Strategy o Conclusions of the real estate expert 16 37 - Consolidated annual accounts 39 - Report of the statutory auditor 101 - General information 109  Press release dated 18 January 2013: (in Dutch) Notification pursuant to the Issuer or the Guarantor at its respective office set out at the end Law of this Offering Circular. In addition, such documents will be available free of charge during normal business hours from the principal office 2 May 2007  Press release dated 7 February 2013: MONTEA: Annual results 01/01/2012 to 31/12/2012  Press release dated 27 February 2013: (in Dutch) Rectification of the Paying Agent in Hong Kong for Notes listed on the Hong Kong Stock Exchange. Pricing Supplements relating to unlisted Notes will only be available for inspection by a holder of such Notes and such holder must produce evidence satisfactory notification pursuant to the Issuer, law of 2 May 2007  Press release dated 22 March 2013: DHL Global Forwarding Building Unveiled at Brussels Airport  Press release dated 7 May 2013: MONTEA signs two new long-term lease agreements in Belgium and in France  Press release dated 16 May 2013: MONTEA: Interim statement from 01/01/2013 to 31/03/2013  Press release dated 17 May 2013: (in Dutch and French) Conditions of the Guarantor or optional dividend  Press release dated 11 June 2013: (in Dutch and French) Montea solidifies its growth  Press release dated 19 June 2013: (in Dutch and French) Results of the relevant Paying Agent as to its holding optional dividend  Press release dated 20 June 2013: (in Dutch and French) Rectification of Notes the press release of 19 June 2013  Press release dated 24 June 2013: (in Dutch and identity.French) Montea realizes a successful private placement of bonds

Documents Incorporated by Reference. This Offering Circular The Prospectus is composed of the Issuer's annual financial report 2013, which is a Registration Document within the meaning of Article 28 of the Prospectus Law, and this Securities Note. The Prospectus should be read and construed in conjunction with each (the relevant Pricing Supplement, parts of) all documents incorporated by reference (as mentioned below). The Prospectus has been approved by the two most recently published audited annual consolidated financial statements, and any unaudited condensed interim financial statements published subsequently to such annual consolidated financial statements, FSMA in accordance with Article 23 of the Guarantor from time to time (if any)Prospectus Law on 20 May 2014. The FSMA’s approval does not imply any judgement on the merits or the quality of the transaction or the Issuer. These documents, in each case which have been filed with the auditor’s report or the review reportFSMA, as appropriate, and all amendments and supplements from time to time to this Offering Circular, which shall be deemed to be incorporated in, and to form part of, this Offering Circular and the Prospectus, save that any statement contained in a document which is incorporated by reference herein shall be deemed to modify modified or supersede superseded for the contents purpose of this Offering Circular the Prospectus to the extent that a statement contained in any herein modifies or supersedes such document is inconsistent with such contentsearlier statement (whether expressly, by implication or otherwise). See “General Information” for Any statement so modified or superseded shall not, except as so modified or superseded, constitute a description part of the financial statements currently Prospectus. The documents incorporated by reference are: (i) the Issuer’s annual report 2011, (ii) the Issuer’s annual report 2012, (iii) the Issuer’s annual report 2013 and (iv) the press releases published since 1 January 2014. The statutory auditor of the Issuer, Ernst & Young Bedrijfsrevisoren/Réviseurs d'Entreprises (having its registered office at 0000 Xxxxxx, Xxxxxxx, De Kleetlaan 2), represented by Xxxxxxxx Xxxxxxxxxx, a member of the Guarantor. For purposes of this Offering Circular "Institut des Réviseurs d’Entreprises/Instituut van de Bedrijfsrevisoren", has audited, and rendered unqualified audit reports on the avoidance of doubt, “published” annual consolidated financial statements and/or, as the case may be, unaudited condensed interim financial statements of the Guarantor shall include (but shall not be limited to) Issuer for the annual consolidated financial statements and/oryears ended 31 December 2013, as 31 December 2012 and 31 December 2011. The Issuer confirms that it has obtained the case may be, unaudited condensed interim financial statements approval from its statutory auditor to incorporate those documents. Copies of the Guarantor that are posted aforementioned documents incorporated by reference may be obtained (free of charge) from the registered offices of the Issuer and the Joint Lead Managers, or on the website of the Guarantor Issuer (xxx.xxxxxxxxxxxxx.xxx) and/or the Hong Kong Stock Exchange (xxx.xxxx.xxx.xxxxx.xxxxxx.xxx). The Issuer and the Guarantor will provide, without charge, to each person to whom a copy of this Offering Circular has been delivered, upon the request of such person, a copy of any or all - Risk factors 4 - Management report 17 - Consolidated annual accounts 94 - Report of the statutory auditor 124 - Permanent documents deemed to be incorporated herein by reference unless such documents have been modified or superseded as specified above. Requests for such documents should be directed to the Issuer or the Guarantor at its respective office set out at the end of this Offering Circular. In addition, such documents will be available free of charge during normal business hours from the principal office 132 - Risk factors 4 - Management report 17 - Consolidated annual accounts 93 - Report of the Paying Agent statutory auditor 122 - Permanent documents 133  Press release dated 7 February 2014: (in Hong Kong Dutch, French and English) MONTEA grows by EUR  Press release dated 13 February 2014: (in Dutch, French and English) MONTEA: Annual financial results from 01/01/2013 to 31/12/2013  Press release dated 19 February 2014: (in Dutch, French and English) MONTEA and WDP sign new lease agreement with Caterpillar for Notes listed on the Hong Kong Stock Exchange. Pricing Supplements relating site at Grimbergen  Press release dated 13 May 2014: (in Dutch, French and English) MONTEA grows by EUR 23 million through 2 new build-to-suit projects  Press release dated 15 May 2014: (in Dutch, French and English) MONTEA: Interim statement from 01/01/2014 to unlisted Notes will only be available for inspection by a holder of such Notes and such holder must produce evidence satisfactory to the Issuer, the Guarantor or the relevant Paying Agent as to its holding of Notes and identity.31/03/2014

Documents Incorporated by Reference. This Offering Circular should be read and construed in conjunction with each relevant Pricing Supplement, the two most recently published audited annual consolidated financial statements, statements and any unaudited condensed interim financial statements published subsequently to such annual consolidated financial statements, of the Guarantor Xxxxxxxx, WKFL, WKF1L, WKBVI and WKMS from time to time (if any), in each case with the auditor’s report or of the review report, as appropriateauditors in connection therewith (if any), and all amendments and supplements from time to time to this Offering Circular, which shall be deemed to be incorporated in, and to form part of, this Offering Circular and which shall be deemed to modify or supersede the contents of this Offering Circular to the extent that a statement contained in any such document is inconsistent with such contents. Copies of all such documents which are so deemed to be incorporated in, and to form part of, this Offering Circular will be available free of charge during usual business hours on any weekday (Saturdays and public holidays excepted) from the specified offices of the Paying Agents set out at the end of this Offering Circular. As at the date of this Offering Circular, WKBVI and WKMS have not published and WKBVI does not propose to publish any financial statements. Xxxxxxxx prepared annual audited consolidated financial statements for each of its financial years ended 31 December 2009 and 31 December 2010 and unaudited consolidated interim financial statements for each of the six-month periods ended 30 June 2010 and 30 June 2011, which are incorporated by reference in this Offering Circular. WKF1L prepared annual audited financial statements for the period from 8 July 2010 (date of incorporation) to 31 December 2010, which are included in this Offering Circular. WKFL prepared annual audited financial statements for the financial years ended 31 December 2009 and 31 December 2010. See “F-pages”. The financial statements of Xxxxxxxx, WKFL and WKF1L were prepared in conformity with Hong Kong Financial Reporting Standards (“HKFRS”) issued by the Hong Kong Institute of Certified Public Accountants. See “General Information” for a description of the financial statements currently published by the Guarantor. For purposes of this Offering Circular Xxxxxxxx, WKFL and the avoidance of doubt, “published” annual consolidated financial statements and/or, as the case may be, unaudited condensed interim financial statements of the Guarantor shall include (but shall not be limited to) the annual consolidated financial statements and/or, as the case may be, unaudited condensed interim financial statements of the Guarantor that are posted on the website of the Guarantor (xxx.xxxxxxxxxxxxx.xxx) and/or the Hong Kong Stock Exchange (xxx.xxxx.xxx.xx). The Issuer and the Guarantor will provide, without charge, to each person to whom a copy of this Offering Circular has been delivered, upon the request of such person, a copy of any or all of the documents deemed to be incorporated herein by reference unless such documents have been modified or superseded as specified above. Requests for such documents should be directed to the Issuer or the Guarantor at its respective office set out at the end of this Offering Circular. In addition, such documents will be available free of charge during normal business hours from the principal office of the Paying Agent in Hong Kong for Notes listed on the Hong Kong Stock Exchange. Pricing Supplements relating to unlisted Notes will only be available for inspection by a holder of such Notes and such holder must produce evidence satisfactory to the Issuer, the Guarantor or the relevant Paying Agent as to its holding of Notes and identity.WKF1L.

Documents Incorporated by Reference. This Offering Circular ‌ The Prospectus is composed of the Issuer's annual financial report 2013, which is a Registration Document within the meaning of Article 28 of the Prospectus Law, and this Securities Note. The Prospectus should be read and construed in conjunction with each (the relevant Pricing Supplement, parts of) all documents incorporated by reference (as mentioned below). The Prospectus has been approved by the two most recently published audited annual consolidated financial statements, and any unaudited condensed interim financial statements published subsequently to such annual consolidated financial statements, FSMA in accordance with Article 23 of the Guarantor from time to time (if any)Prospectus Law on 20 May 2014. The FSMA’s approval does not imply any judgement on the merits or the quality of the transaction or the Issuer. These documents, in each case which have been filed with the auditor’s report or the review reportFSMA, as appropriate, and all amendments and supplements from time to time to this Offering Circular, which shall be deemed to be incorporated in, and to form part of, this Offering Circular and the Prospectus, save that any statement contained in a document which is incorporated by reference herein shall be deemed to modify modified or supersede superseded for the contents purpose of this Offering Circular the Prospectus to the extent that a statement contained in any herein modifies or supersedes such document is inconsistent with such contentsearlier statement (whether expressly, by implication or otherwise). See “General Information” for Any statement so modified or superseded shall not, except as so modified or superseded, constitute a description part of the financial statements currently Prospectus. The documents incorporated by reference are: (i) the Issuer’s annual report 2011, (ii) the Issuer’s annual report 2012, (iii) the Issuer’s annual report 2013 and (iv) the press releases published since 1 January 2014. The statutory auditor of the Issuer, Ernst & Young Bedrijfsrevisoren/Réviseurs d'Entreprises (having its registered office at 0000 Xxxxxx, Xxxxxxx, De Kleetlaan 2), represented by Xxxxxxxx Xxxxxxxxxx, a member of the Guarantor. For purposes of this Offering Circular "Institut des Réviseurs d’Entreprises/Instituut van de Bedrijfsrevisoren", has audited, and rendered unqualified audit reports on the avoidance of doubt, “published” annual consolidated financial statements and/or, as the case may be, unaudited condensed interim financial statements of the Guarantor shall include (but shall not be limited to) Issuer for the annual consolidated financial statements and/oryears ended 31 December 2013, as 31 December 2012 and 31 December 2011. The Issuer confirms that it has obtained the case may be, unaudited condensed interim financial statements approval from its statutory auditor to incorporate those documents. Copies of the Guarantor that are posted aforementioned documents incorporated by reference may be obtained (free of charge) from the registered offices of the Issuer and the Joint Lead Managers, or on the website of the Guarantor Issuer (xxx.xxxxxxxxxxxxx.xxx) and/or the Hong Kong Stock Exchange (xxx.xxxx.xxx.xxxxx.xxxxxx.xxx). The Issuer - Risk factors 4 - Management report 17 o Strategy 17 o Report of the real estate expert 18 - Consolidated annual accounts 94 - Report of the statutory auditor 124 - Permanent documents 132 - Risk factors 4 - Management report 17 o Strategy 17 o Report of the real estate expert 18 - Consolidated annual accounts 93 - Report of the statutory auditor 122 - Permanent documents 133 • Press release dated 7 February 2014: (in Dutch, French and English) MONTEA grows by EUR 42.2 million as a result of 4 new projects in Belgium and the Guarantor will provideNetherlands • Press release dated 13 February 2014: (in Dutch, without chargeFrench and English) MONTEA: Annual financial results from 01/01/2013 to 31/12/2013 • Press release dated 19 February 2014: (in Dutch, French and English) MONTEA and WDP sign new lease agreement with Caterpillar for the site at Grimbergen • Press release dated 13 May 2014: (in Dutch, French and English) MONTEA grows by EUR 23 million through 2 new build-to-suit projects • Press release dated 15 May 2014: (in Dutch, French and English) MONTEA: Interim statement from 01/01/2014 to each person to whom a copy of this Offering Circular has been delivered, upon the request of such person, a copy of any or all of the documents deemed to be incorporated herein by reference unless such documents have been modified or superseded as specified above. Requests for such documents should be directed to the Issuer or the Guarantor at its respective office set out at the end of this Offering Circular. In addition, such documents will be available free of charge during normal business hours from the principal office of the Paying Agent in Hong Kong for Notes listed on the Hong Kong Stock Exchange. Pricing Supplements relating to unlisted Notes will only be available for inspection by a holder of such Notes and such holder must produce evidence satisfactory to the Issuer, the Guarantor or the relevant Paying Agent as to its holding of Notes and identity.31/03/2014

Documents Incorporated by Reference. This Offering Circular should The SEC allows the “incorporation by reference” of the information filed by the Company with the SEC into this Offer to Purchase, which means that important information can be read disclosed to you by referring you to those documents and construed in conjunction those documents will be considered part of this Offer to Purchase. The document listed below and any future filings the Company makes with each relevant Pricing Supplementthe SEC under Sections 13(a), 13(c), 14 or 15(d) of the two most recently published audited Exchange Act (other than portions of these documents deemed to be “furnished” or not deemed to be “filed,” including current reports on Form 6-K, including any exhibits included therewith) are incorporated by reference herein, until the Offers expire or are terminated: • the Company’s annual consolidated report on Form 20-F for the year ended March 31, 2024, filed on June 14, 2024. The information incorporated by reference contains important information about the Company and its financial statementscondition, and any unaudited condensed interim financial statements published subsequently is considered to such annual consolidated financial statements, be part of the Guarantor from time this Offer to time (if any), Purchase. Any statement contained in each case with the auditor’s report a document incorporated or the review report, as appropriate, and all amendments and supplements from time deemed to time be incorporated by reference in this Offer to this Offering Circular, which shall Purchase will be deemed to be incorporated in, and to form part of, this Offering Circular and which shall be deemed to modify modified or supersede the contents of this Offering Circular superseded to the extent that a statement contained herein or in any such other subsequently filed document which is inconsistent with such contentsor is deemed to be incorporated by reference in this Offer to Purchase modifies or supersedes that statement. See “General Information” for Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a description of the financial statements currently published by the Guarantor. For purposes part of this Offering Circular and Offer to Purchase. If you make a request for such information in writing or by telephone, the avoidance of doubt, “published” annual consolidated financial statements and/or, as the case may be, unaudited condensed interim financial statements of the Guarantor shall include (but shall not be limited to) the annual consolidated financial statements and/or, as the case may be, unaudited condensed interim financial statements of the Guarantor that are posted on the website of the Guarantor (xxx.xxxxxxxxxxxxx.xxx) and/or the Hong Kong Stock Exchange (xxx.xxxx.xxx.xx). The Issuer and the Guarantor Company will provideprovide you, without charge, to each person to whom a copy of this Offering Circular has been delivered, upon the request of such person, a copy of any or all of the documents deemed to be information incorporated herein by reference unless into this Offer to Purchase. Any such documents have been modified or superseded as specified above. Requests for such documents request should be directed to: You should rely only on the information contained in, or incorporated by reference in, this Offer to Purchase. The Company has not authorized anyone else to provide you with different or additional information. This Offer to Purchase does not offer to sell or solicit any offer to buy any notes in any jurisdiction where the Issuer offer or sale is unlawful. You should not assume that the Guarantor at its respective office set out at information in this Offer to Purchase or in any document incorporated by reference is accurate as of any date other than the end of this Offering Circular. In addition, such documents will be available free of charge during normal business hours from date on the principal office front cover of the Paying Agent in Hong Kong for Notes listed on the Hong Kong Stock Exchange. Pricing Supplements relating to unlisted Notes will only be available for inspection by a holder of such Notes and such holder must produce evidence satisfactory to the Issuer, the Guarantor or the relevant Paying Agent as to its holding of Notes and identityapplicable document.

Documents Incorporated by Reference. This Offering Circular should The SEC allows the “incorporation by reference” of the information filed by the Company with the SEC into this Offer to Purchase, which means that important information can be read disclosed to you by referring you to those documents and construed in conjunction those documents will be considered part of this Offer to Purchase. The documents listed below and any future filings the Company makes with each relevant Pricing Supplementthe SEC under Sections 13(a), 13(c), 14 or 15(d) of the two most recently published audited Exchange Act (other than portions of these documents deemed to be “furnished” or not deemed to be “filed,” including current reports on Form 6-K, including any exhibits included therewith) are incorporated by reference herein, until the Offers expire or are terminated: • the Company’s annual consolidated report on Form 20-F for the year ended March 31, 2022, filed on June 16, 2022; • the Company’s results announcement for the six months ended September 30, 2022, filed on Form 6-K on November 23, 2022; and • the Company’s trading update for the quarter ended December 31, 2022, filed on Form 6-K on February 6, 2023. The information incorporated by reference contains important information about the Company and its financial statementscondition, and any unaudited condensed interim financial statements published subsequently is considered to such annual consolidated financial statements, be part of the Guarantor from time this Offer to time (if any), Purchase. Any statement contained in each case with the auditor’s report a document incorporated or the review report, as appropriate, and all amendments and supplements from time deemed to time be incorporated by reference in this Offer to this Offering Circular, which shall Purchase will be deemed to be incorporated in, and to form part of, this Offering Circular and which shall be deemed to modify modified or supersede the contents of this Offering Circular superseded to the extent that a statement contained herein or in any such other subsequently filed document which is inconsistent with such contentsor is deemed to be incorporated by reference in this Offer to Purchase modifies or supersedes that statement. See “General Information” for Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a description of the financial statements currently published by the Guarantor. For purposes part of this Offering Circular and Offer to Purchase. If you make a request for such information in writing or by telephone, the avoidance of doubt, “published” annual consolidated financial statements and/or, as the case may be, unaudited condensed interim financial statements of the Guarantor shall include (but shall not be limited to) the annual consolidated financial statements and/or, as the case may be, unaudited condensed interim financial statements of the Guarantor that are posted on the website of the Guarantor (xxx.xxxxxxxxxxxxx.xxx) and/or the Hong Kong Stock Exchange (xxx.xxxx.xxx.xx). The Issuer and the Guarantor Company will provideprovide you, without charge, to each person to whom a copy of this Offering Circular has been delivered, upon the request of such person, a copy of any or all of the documents deemed to be information incorporated herein by reference unless into this Offer to Purchase. Any such documents have been modified or superseded as specified above. Requests for such documents request should be directed to: You should rely only on the information contained in, or incorporated by reference in, this Offer to Purchase. The Company has not authorized anyone else to provide you with different or additional information. This Offer to Purchase does not offer to sell or solicit any offer to buy any notes in any jurisdiction where the Issuer offer or sale is unlawful. You should not assume that the Guarantor at its respective office set out at information in this Offer to Purchase or in any document incorporated by reference is accurate as of any date other than the end of this Offering Circular. In addition, such documents will be available free of charge during normal business hours from date on the principal office front cover of the Paying Agent in Hong Kong for Notes listed on the Hong Kong Stock Exchange. Pricing Supplements relating to unlisted Notes will only be available for inspection by a holder of such Notes and such holder must produce evidence satisfactory to the Issuer, the Guarantor or the relevant Paying Agent as to its holding of Notes and identityapplicable document.

Documents Incorporated by Reference. The SEC’s rules allows us to “incorporate by reference” information into this prospectus supplement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus supplement, and later information that we file with the SEC will automatically update and supersede this information. This Offering Circular should be read prospectus supplement incorporates by reference the documents set forth below that have previously been filed with the SEC (other than those documents or the portions of those documents that are “furnished” unless otherwise specified below): • the Company’s annual report on Form 20-F filed with the SEC on December 14, 2022; and construed • the description of the securities contained in conjunction Exhibit 2.5 to the Company’s annual report on Form 20-F filed with each relevant Pricing Supplementthe SEC on December 14, 2022. All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, the two most recently published audited annual consolidated financial statementsSEC, will also be incorporated by reference into this prospectus supplement and any unaudited condensed interim financial statements published subsequently deemed to such annual consolidated financial statements, be part of this prospectus supplement from the date of the Guarantor from time filing of such reports and documents. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to time (if any)be incorporated by reference herein, in each case with the auditor’s report or the review report, as appropriate, and all amendments and supplements from time to time to this Offering Circular, which shall be deemed to be incorporated in, and to form part of, this Offering Circular and which shall be deemed to modify modified or supersede the contents superseded for purposes of this Offering Circular prospectus supplement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such document is inconsistent with statement. Any such contents. See “General Information” for a description of the financial statements currently published by the Guarantor. For purposes of this Offering Circular and the avoidance of doubt, “published” annual consolidated financial statements and/or, as the case may be, unaudited condensed interim financial statements of the Guarantor shall include (but statement so modified or superseded shall not be limited to) deemed, except as so modified or superseded, to constitute a part of this prospectus supplement. Notwithstanding the annual consolidated financial statements and/orforegoing, as the case may be, unaudited condensed interim financial statements no information is incorporated by reference in this prospectus supplement or any prospectus supplement hereto where such information under applicable forms and regulations of the Guarantor that are posted on the website SEC is not deemed to be “filed” under Section 18 of the Guarantor (xxx.xxxxxxxxxxxxx.xxx) and/or Exchange Act or otherwise subject to the Hong Kong Stock liabilities of that section, unless the report or filing containing such information indicates that the information therein is to be considered “filed” under the Exchange (xxx.xxxx.xxx.xx)Act or is to be incorporated by reference in this prospectus supplement. The Issuer and the Guarantor will provide, without charge, to each person to whom a copy You can obtain free of this Offering Circular has been delivered, upon the request of such person, charge a copy of any documents that are incorporated by reference in this prospectus supplement at no cost, by writing or all telephoning us at: Arqit Quantum Inc. (“Arqit,” “the Company,” “the registrant,” “our company,” “the company,” “we,” “us,” “our” and “ours”) may offer and sell up to $100,000,000 in the aggregate of the documents deemed securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. We may offer and sell any combination of the securities described in this prospectus in different series, at times, in amounts, at prices and on terms to be incorporated herein by reference unless such documents have been modified determined at or superseded as specified above. Requests for such documents should be directed prior to the Issuer time of each offering. This prospectus describes the general terms of these securities and the general manner in which they will be offered. Each time we sell securities pursuant to this prospectus, we will provide a supplement to this prospectus that contains specific information about the offering and the specific terms of the securities offered. The prospectus supplement will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this prospectus. You should read this prospectus and any applicable prospectus supplement before you invest. Our ordinary shares and warrants are listed on The Nasdaq Capital Market under the symbols “ARQQ” and “ARQQW,” respectively. On December 29, 2022, the last reported sales price of our ordinary shares was $3.60 per share and the last reported sales price of our warrants was $0.56 per warrant. We are a “foreign private issuer,” and an “emerging growth company” each as defined under the federal securities laws, and, as such, we are subject to reduced public company reporting requirements. See the section entitled “Implications of Being an Emerging Growth Company and a Foreign Private Issuer” for additional information. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 5 of this prospectus, and under similar headings in any amendment or supplements to this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 3 INDUSTRY AND MARKET DATA 2 CORPORATE INFORMATION 4 COMPANY OVERVIEW 4 RISK FACTORS 5 ISSUER 4 USE OF PROCEEDS 6 OFFER STATISTICS AND EXPECTED TIMETABLE 6 DESCRIPTION OF EQUITY SECURITIES 7 DESCRIPTION OF SECURITIES 7 DESCRIPTION OF WARRANTS 10 DESCRIPTION OF DEBT SECURITIES 8 ENFORCEMENT OF CIVIL LIABILITIES 13 PLAN OF DISTRIBUTION 11 LEGAL MATTERS 17 EXPENSES 16 EXPERTS 17 WHERE YOU CAN FIND MORE INFORMATION 18 This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the Guarantor at its respective office set out at the end of this Offering CircularSEC, using a “shelf” registration process. In additionBy using a shelf registration statement, such documents will be available free of charge during normal business hours from the principal office we may sell any combination of the Paying Agent securities described in Hong Kong for Notes listed this prospectus from time to time and in one or more offerings. Each time we sell securities described herein, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and any applicable prospectus supplement, you should rely on the Hong Kong Stock Exchangeprospectus supplement. Pricing Supplements relating Before purchasing any securities, you should carefully read both this prospectus and any applicable prospectus supplement, together with the additional information described under the section entitled “Where You Can Find More Information.” Unless the context otherwise requires, (“Arqit,” “the Company,” “the registrant,” “our company,” “the company,” “we,” “us,” “our” and “ours”) and similar terms refer to unlisted Notes will only be available for inspection by Arqit Quantum Inc. and its subsidiaries on a holder of such Notes and such holder must produce evidence satisfactory to the Issuer, the Guarantor or the relevant Paying Agent as to its holding of Notes and identityconsolidated basis.