Investors and security holders may obtain free copies of the proxy statement and other documents containing
important information about the Company and the Transaction that are filed or will be filed with the SEC by the Company when they become available at the SEC’s website at www.sec.gov, the Company’s website at
www.investors.altuspower.com or by contacting the Company’s Investor Relations Team at investorrelations@altuspower.com.
Participants
in the Solicitation
The Company and certain of its directors, executive officers and other members of management and employees may, under the rules of
the SEC, be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the Transaction and other matters to be voted on at the special meeting of the stockholders. Information regarding the
Company’s directors and executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, is contained in the proxy statement for the 2024 Annual Meeting of stockholders on Schedule 14A, which
was filed with the SEC on April 11, 2024 (the “2024 Annual Meeting Proxy Statement”). To the extent holdings of the Company’s securities by such directors or executive officers (or the identity of such directors or executive
officers) have changed since the information set forth in the 2024 Annual Meeting Proxy Statement, such information has been or will be reflected on the Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on
Form 4 filed with the SEC. Additional information regarding the interests of the Company’s directors and executive officers in the Transaction will be included in the definitive proxy statement relating to the Transaction when it is filed with
the SEC. You may obtain free copies of these documents using the sources indicated above.
Cautionary Statement Regarding Forward-Looking Statements
This communication includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, the
federal securities laws. All statements, other than statements of present or historical facts, including statements related to the Transaction, such as statements as to the expected timing of the closing of the Transaction; the ability of the
parties to complete the Transaction considering the various closing conditions; the expected benefits of the Transaction; the plans, strategies and prospects, both business and financial, of Altus Power; and any assumptions underlying any of the
foregoing, are forward-looking statements. These forward-looking statements are based on the Company’s current expectations, estimates and projections regarding, among other things, the expected date of closing of the Transaction and the
potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by the Company, all of which are subject to change. Forward-looking statements may be identified by the use of words such as
“expect,” “anticipate,” “intend,” “aim,” “plan,” “believe,” “could,” “seek,” “see,” “should,” “will,” “may,” “would,”
“might,” “considered,” “potential,” “predict,” “projection,” “estimate,” “forecast,” “continue,” “likely,” “target” or similar expressions or the
negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. The absence of such terminology does not mean that a statement is not forward-looking. By their nature, forward-looking statements address
matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Transaction and the anticipated benefits thereof. Where, in any
forward-looking statement, the Company expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. These and other
forward-looking statements are not guarantees of future results and are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of the Company’s control, that could cause actual
results to differ materially from those expressed in any forward-looking statements. These risks, uncertainties, assumptions and other important risk factors that may cause such a difference include, but are not limited to: (i) the possibility
that any or all of the various conditions to the completion of the Transaction, including obtaining required stockholder and regulatory approvals, may not be satisfied or waived in a timely manner or at all; (ii) the ability of XX to obtain the
necessary financing arrangements set forth in the commitment letters received in connection with the Transaction; (iii) potential litigation relating to the Transaction that could be instituted against XX, Merger Sub, the Company or their
respective directors, managers or officers, including the effects of any outcomes related thereto; (iv) the risk that disruptions from the Transaction may harm the Company’s business, including current plans and operations; (v) the
ability of the Company to retain and hire key personnel; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; (vii) continued availability of capital and
financing and rating agency actions; (viii) legislative, regulatory and economic developments affecting the Company’s business; (ix) general economic and market developments and conditions; (x) potential business uncertainty,
including changes to existing business relationships, during the pendency of the Transaction that could affect the Company’s financial performance; (xi) certain restrictions during the pendency of the Transaction that may impact the
Company’s ability to pursue certain business opportunities or strategic transactions; (xii) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities,
as well as the Company’s response to any of the aforementioned factors; (xiii) significant transaction costs associated with the Transaction; (xiv) the possibility that the Transaction may be more expensive to complete than
anticipated, including as a result of unexpected factors or events; (xv) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances requiring the Company
to pay a termination fee or other expenses; (xvi) the possibility that competing offers or acquisition proposals may be made in response to the announcement of the Transaction; (xvii) the effect of the announcement or pendency of the
Transaction on the Company’s common stock prices and/or operating results and uncertainty as to the long-term value of the Company’s common stock; (xviii) the possibility that the Transaction may not achieve some or all of any
anticipated benefits with respect to the Company’s business and the Transaction may not be completed in accordance with our expected plans or at all; (xix) the risks and uncertainties pertaining to the Company’s business, including
those set forth in Part I, Item 1A of the Company’s most recent Annual Report on Form 10-K and Part II, Item 1A of the Company’s subsequent Quarterly Reports on Form
10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the SEC; and (xx) the risks and uncertainties that will be described in
the proxy statement available from the sources indicated below. These risks, as well as other risks associated with the Transaction, will be more fully discussed in the proxy statement. While the list of factors presented here is, and the list of
factors to be presented in the proxy statement will be, considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the
realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial
loss, legal liability to third parties and similar risks, any of which could have a material impact on the Company’s financial condition, results of operations, credit rating or liquidity. These forward-looking statements speak only as of the
date they are made, and the Company does not undertake to, and specifically disclaims any obligation to, publicly release the results of any updates or revisions to these forward-looking statements that may be made to reflect future events or
circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
