Altus Power, Inc. executed the letter of intent to acquire CBRE Acquisition Holdings, Inc. (NYSE:CBAH) from CBRE Acquisition Sponsor, LLC, D1 Capital Partners L.P. and Others for approximately $890 million in a reverse merger transaction on March 30, 2021. Altus Power, Inc. entered into a Business Combination Agreement to acquire CBRE Acquisition Holdings, Inc. (NYSE:CBAH) for approximately $890 million in a reverse merger transaction on July 12, 2021. Post-closing, the resulting issuer will be renamed as “Altus Power, Inc.” becoming a public company with Altus Power's Class A shares and warrants listed on the New York Stock Exchange under the new ticker symbol “AMPS” and “AMPS WS,” respectively, on December 10, 2021. Further, at the closing of the business combination, each CBAH unit will separate into its components, which are one CBAH Class A share and one-fourth of one warrant. Under the terms of the transaction, CBRE Acquisition Holdings will merge with Altus Power in a $1.58 billion equity deal, which provides the Company with proceeds of up to $678 million, including funds from cash in trust and a $275 million PIPE, provided by a blue chip list of investors. Altus Power's existing shareholders are rolling 100% of their common equity in the transaction as well as investing additional capital, demonstrating strong alignment and enthusiasm for Altus Power's long-term value proposition. Altus Power's leadership will remain intact, with Lars Norell and Gregg Felton continuing as Co-Chief Executive Officers of the combined company. Messrs. Norell and Felton will work alongside the Company's current executive team. The Board of Directors of the combined company will include representation from Altus Power, CBRE, Blackstone Credit and ValueAct Capital, and have a majority of independent directors. As a part of acquisition, Altus Power has appointed Julia Sears as its Chief Digital Officer to oversee the Company's technology strategy, including partnering with CBRE's and Blackstone's digital and data science groups and Sears will report to Lars Norell, Co-Founder and Co-Chief Executive Officer and Gregg Felton, Co-Founder and Co- Chief Executive Officer. On November 22, 2021, Altus Power, Inc. announced the nomination of a new Board of Directors to be seated after the close of the proposed business combination. The Altus Power Board nominees include the five independent Directors i.e., Sarah Coyne, Sharon Daley, Christine Detrick, Robert Horn and Richard Peretz. In addition, the remaining three proposed non-independent directors are Gregg Felton, Lars Norell and William Concannon.

Completion of the proposed transaction is subject to customary closing conditions, including the approval of CBAH's stockholders (including approval by CBAH's stockholders holding a majority of the voting power of the stockholders who are not affiliated with CBRE Group, Inc. or executive officers of CBAH). The other obligations of the parties includes; The applicable waiting period(s) under the HSR Act in respect of the Transactions shall have expired or been terminated; All consents required to be obtained from or made with any Governmental Authority with respect to the Company, CBAH to consummate the transactions contemplated by this Agreement shall have been obtained or made; PubCo's Common Stock to be issued in connection with the Transactions shall have been approved for listing on NYSE or, with the consent of the Company, NASDAQ, subject only to official notice of issuance thereof; The Registration Statement shall have become effective and no stop-order suspending effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC; The adoption and approval by Altus stockholders of the Business Combination Agreement; The transactions contemplated by the Sponsor Support Agreement to occur at or prior to the Closing shall have been consummated in accordance with the terms of the Sponsor Support Agreement; The aggregate cash available to PubCo at the Closing from the Trust Account and the Equity Financing (after giving effect to the redemption of any shares of CBAH Class A Common Stock in connection with the Offer and any backstop financing contemplated by the Sponsor Subscription Agreement, but before giving effect to the payment of the Outstanding CBAH Expenses, the payment of the Outstanding Company Expenses and the Company Preferred Stock Redemption) shall equal or exceed $425,000,000. The transaction has been unanimously approved by the board of Altus Power and unanimously approved by the board of CBAH after receiving the unanimous recommendation of its special committee. CBRE Acquisition Holdings, Inc reminds its stockholders to vote in favor of the previously announced business combination. As of December 3, 2021, the minimum cash condition to the business combination has been satisfied. The special meeting of the CBAH stockholders to approve the pending business combination is scheduled to be held on December 6, 2021 at 10:00 a.m. Eastern Time. The parties also announced that the deadline for stockholders to withdraw their redemption requests has been extended to 4:00 p.m. (New York City time) on December 8, 2021. As of December 6, 2021, the shareholders of CBRE Acquisition Holdings approved the transaction. The transaction is expected to occur in the fourth calendar quarter of 2021. As of November 29, 2021, the deal is expected to close next week. As of December 3, 2021, the parties expect the business combination to close on December 9, 2021.

Citigroup Global Markets Inc. acted as exclusive financial advisor to Altus Power. Fifth Third Securities acted as capital markets advisor to Altus Power. Morgan Stanley and J.P. Morgan acted as financial advisors to CBAH. Mark D. Pflug and Mark Pflug, Ravi Purushotham, Bill Brentani, Mark Brod, Dan Webb, Russell Light, Tristan Brown, Lori Lesser, Peter Guryan, Kelly Karapetyan, Krista McManus and Jeanne Annarumma of Simpson Thacher & Bartlett LLP served as legal counsel to CBAH. Carl Marcellino, Loretta Richard, Elaine Murphy, Elizabeth Corey and Daniel Fine of Ropes & Gray LLP served as legal counsels to Altus Power. Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to the placement agents. Michael Tumas, Roxanne Houtman and Zack Woerner of Potter Anderson & Corroon LLP served as legal counsels to the special committee of the CBAH board. Duff & Phelps LLC acted as financial advisor and has delivered fairness opinion to the CBAH Special Committee and the CBAH Board. J.P. Morgan, Morgan Stanley & Co. LLC, and Citigroup Global Markets Inc. acted as placement agent on its $275mm PIPE in connection with the announced merger. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent for CBAH. As compensation for Duff & Phelps' services in connection with the rendering of its Opinion to the Special Committee of the CBAH Board, CBAH agreed to pay Duff & Phelps a fee of $500,000, payable as follows: (i) $150,000 payable upon execution of the engagement letter dated June 14, 2021 between Duff & Phelps and the Special Committee of the CBAH Board and (ii) $350,000 payable upon consummation of the business combination.

Altus Power, Inc. completed the acquisition of CBRE Acquisition Holdings, Inc. (NYSE:CBAH) from CBRE Acquisition Sponsor, LLC, D1 Capital Partners L.P. and Others in a reverse merger transaction on December 9, 2021. Altus Power's Class A ordinary shares and Altus Power's warrants are expected to begin trading on The New York Stock Exchange (“NYSE”) under the symbols “AMPS” and “AMPS WS,” respectively on December 10, 2021