Altus Group begins substantial issuer bid

Executive Summary

• Altus Group Ltd. has commenced a Substantial Issuer Bid (SIB) to repurchase and cancel up to $200 million of its common shares as part of its capital return strategy.
• The bid will operate via a modified Dutch auction with a tender price range of $42.00 to $52.00 per share, expiring on April 21, 2026.
• The company intends to fund the entire repurchase using existing cash on hand, citing that the current market price does not reflect the company's fundamental value.

Key Details

• Repurchase Limit: Up to $200 million CAD in common shares.
• Tender Price Range: $42.00 to $52.00 per share, in $0.50 increments.
• Expiration Date: April 21, 2026 (subject to extension, variation, or withdrawal).
• Tender Mechanisms:
• Auction tender (specifying quantity and price within range)
• Purchase price tender (specifying quantity, accepting determined price)
• Proportionate tender (specifying quantity to maintain exact % ownership post-repurchase)
• Pricing Determination: Final purchase price will be the lowest price enabling the company to buy all valid auction/purchase price tenders within the $200M limit, with a hard floor of $42.00.
• Proration Rules: Excess tenders will be purchased pro-rata, except odd-lot holders (<100 shares) are exempt. Proportionate tenders are always honored to preserve ownership percentages.
• Funding Source: Cash on hand.
• Share Cancellation: All repurchased shares will be cancelled.
• Shares Outstanding: 39,666,476 shares (as of March 13, 2026, net of 191,057 escrowed shares).
• Valuation Context: Price range represents a 3.45% discount to 19.54% premium relative to the March 13, 2026 closing price. 12-month TSX trading range: $36.97 to $63.07.
• NCIB Suspension: Normal Course Issuer Bid (2026 NCIB) temporarily suspended until SIB expiry. NCIB authorized up to 3,248,929 shares; 796,371 shares already purchased under it.
• Advisors: RBC Capital Markets (Financial Adviser & Dealer Manager), TSX Trust Company (Depositary).
• Insider/Principal Intent: No principal shareholders (≥10% ownership) or directors/officers intend to tender shares.
• Liquidity Opinion: RBC Capital Markets confirmed a liquid market exists and will remain materially unchanged post-SIB.