This document contains certain forward-looking statements within the meaning of the federal securities laws
with respect to the proposed transaction between Clover Health Investments, Corp. (Clover) and Social Capital Hedosophia Holdings Corp. III (SCH). These forward-looking statements generally are identified by the
words believe, project, expect, anticipate, estimate, intend, strategy, future, opportunity, plan, may,
should, will, would, will be, will continue, will likely result, and similar expressions. Forward-looking statements are predictions, projections and other statements about
future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document,
including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of SCHs securities, (ii) the risk that the transaction may not be completed by
SCHs business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by SCH, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the
adoption of the Agreement and Plan of Merger (the Merger Agreement), dated as of October 5, 2020, by and among SCH, Asclepius Merger Sub Inc. and Clover, by the shareholders of SCH, the satisfaction of the minimum trust
account amount following redemptions by SCHs public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction,
(v) the inability to complete the PIPE investment in connection with the transaction, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vii) the effect of
the announcement or pendency of the transaction on Clovers business relationships, operating results and business generally, (viii) risks that the proposed transaction disrupts current plans and operations of Clover and potential
difficulties in Clover employee retention as a result of the transaction, (ix) the outcome of any legal proceedings that may be instituted against Clover or against SCH related to the Merger Agreement or the transaction, (x) the ability to
maintain the listing of SCHs securities on a national securities exchange, (xi) the price of SCHs securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which
SCH plans to operate or Clover operates, variations in operating performance across competitors, changes in laws and regulations affecting SCHs or Clovers business and changes in the combined capital structure, (xii) the ability to
implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, and (xiii) the risk of downturns and a changing regulatory landscape in the highly
competitive healthcare industry. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the Risk Factors section of SCHs registration
on Form S-1 (File No. 333-236776), the registration statement on Form S-4 discussed below and other documents filed by SCH
from time to time with the U.S. Securities and Exchange Commission (the SEC). These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those
contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Clover and SCH assume no obligation and do not intend
to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Clover nor SCH gives any assurance that either Clover or SCH or the combined company will achieve its expectations.
Additional Information and Where to Find It
This
document relates to a proposed transaction between Clover and SCH. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In