Citi Investment Banking Pitch Book

Timeline of Transaction Events 3 Late 2022 Dec. 22, 2022 Jan. 6, 2023 Jan. 9, 2023 Jan. 11, 2023 Weeks of Jan. 16 and Jan. 23, 2023 Jan. 26, 2023 Feb. 1, 2023 Feb. 2, 2023 ● ● ● ALR's Board of Directors was made aware of ABP's intention to acquire all of the outstanding shares of common stock of ALR that it does not already own ABP conveyed a verbal all-cash offer to acquire all shares of ALR not already owned by ABP for $0.95 per share Indicated that based on discussions, DHC (a 32.8% shareholder) will enter into a tender and assignment agreement with ABP Each of ABP and DHC have stated that it will not sell shares of AlerisLife common stock held by it to any other party ABP separately indicated that it would like to effect the transaction via a tender offer subject to a negotiated merger agreement After its initial evaluation of the proposal, the Special Committee authorized a response to ABP that the Special Committee would be willing to consider a potential transaction at a higher price ABP responded with a proposal of $1.05 per ALR share, which was subsequently raised to $1.10 on the same day ABP also clarified that the tender offer is expected to be subject to a minimum acceptance condition of a majority of the outstanding ALR shares, followed by a short-form merger Separately, ABP represented that it would fund the transaction through cash on hand and offered to provide documentation evidencing availability of such funds Special Committee evaluated the revised proposal and indicated its general interest in continuing to evaluate a potential transaction with ABP subject to completion of its due diligence on ALR ALR management provided detailed information on ALR's tax attributes as well as further information to support the financial due diligence conducted on behalf of the Special Committee sent an unsolicited proposal to ALR indicating its desire to acquire ALR Letter lacked support for proposed offer price per share, level of committed funding sources, due diligence undertaken to date and level of expertise in public company transactions Special Committee determined that the proposal from was not creditable Separately, the Special Committee articulated the desire to ask ABP to (a) increase its proposal and (b) drop the termination fee In subsequent discussions, ABP proposed a revised offer of $1.20 per ALR share and agreed to drop the termination fee Management provided further due diligence information around the year-end 2022 balance sheet position and share count Based upon review of such information the Special Committee decided to discuss those findings and its implications with ABP ABP subsequently agreed to increase its proposed offer price to $1.31 per ALR share citi

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