CBIZ, Inc.

Current report

Risks Related to the Proposed Merger

Current report

We are subject to a number of risks and uncertainties as a result of the proposed Merger, including the following:

Current report

•The Proposed Merger may not be completed on the anticipated terms or timeline, or at all. The completion of the proposed Merger (as defined in Note 16. Subsequent Events) is subject to the satisfaction or waiver of a number of conditions, many of which are beyond our control, including receipt of required regulatory approvals; approval of the Merger Agreement (as defined in Note 16. Subsequent Events) by the requisite vote of the Company’s shareholders; the absence of any law or order prohibiting the transaction; and no material adverse effect having occurred since the signing of the Merger Agreement. There can be no assurance that these conditions will be satisfied in a timely manner or at all. If the proposed Merger is not completed, we may experience negative impacts, including the diversion of management attention, potential employee attrition and costs incurred in connection with the transaction, without realizing its anticipated benefits. In addition, our stock price may decline to the extent that the current market price reflects a market assumption about the likelihood and timing of the proposed Merger.

Current report

•The pendency of the proposed Merger could adversely affect our business and operations. Uncertainty about the effect of the proposed Merger on employees, customers and other stakeholders may have an adverse effect on our business. For example, current and prospective employees may experience uncertainty about their roles following the proposed Merger, which could lead to attrition or difficulty in recruiting. In addition, customers may delay or defer decisions, which could have a material adverse effect on our business, results of operations, financial condition and cash flows. Contractual restrictions under the Merger Agreement that require us to operate our business in the ordinary course and limit us from taking certain actions without Parent’s (as defined in Note 16. Subsequent Events) consent may also limit our ability to respond to changing market conditions, pursue new opportunities or take other actions that might be beneficial to our business, which in turn could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Current report

•Litigation relating to the proposed Merger could result in significant costs and delay completion. We may be subject to lawsuits related to the Merger Agreement and the proposed Merger. Such litigation could result in significant costs, divert management attention and delay or prevent the completion of the proposed Merger.

Current report

•If the proposed Merger is completed, our stockholders will forgo the opportunity to realize potential future appreciation in our stock. Upon completion of the proposed Merger, our stockholders will receive the cash consideration specified in the Merger Agreement and will no longer participate in any future growth or appreciation of our business.

Current report

•We may be required to pay a termination fee under certain circumstances. Upon termination of the Merger Agreement under specified circumstances, the Company will be required to pay to Parent a termination fee. This obligation could discourage alternative transactions that might otherwise be favorable to our shareholders.

Current report

•We have incurred, and will continue to incur, direct and indirect costs as a result of the proposed Merger. We have incurred, and will continue to incur, significant costs and expenses, including regulatory costs, fees for professional services and other transaction costs in connection with the Merger, for which we have received little or no benefit if the proposed Merger is not completed. There are a number of factors beyond our control that could affect the total amount or the timing of these costs and expenses. Many of these fees and costs will be payable by us even if the proposed Merger is not completed and may relate to activities that we would not have undertaken other than to complete the proposed Merger.