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SJW Group Board of Directors Unanimously Rejects California Water Service Groups Unsolicited Cash Tender Offer

SJW Group (NYSE: SJW) (the “Company”) today announced that its Board of
Directors, following a careful and thorough review in consultation with
SJW Group’s management as well as legal and financial advisors
consistent with its fiduciary duties, unanimously rejected the
highly-conditional unsolicited tender offer made by California Water
Service Group (NYSE: CWT) (“Cal Water”) to acquire all outstanding
shares of SJW Group at a price of $68.25 per share in cash. The Board
recommends that SJW Group shareholders NOT tender their shares into Cal
Water’s offer (the “Offer”) and reaffirms its recommendation that SJW
Group stockholders vote FOR the signed, definitive merger agreement with
Connecticut Water Service, Inc. (NASDAQ: CTWS) (“Connecticut Water”).

“My fellow directors and I carefully reviewed all aspects of Cal Water’s
tender offer and unanimously concluded that its terms are effectively no
different than those in Cal Water’s recent unsolicited non-binding
indication of interest that we also carefully reviewed and rejected,”
said Robert A. Van Valer, the lead independent director of SJW Group’s
Board of Directors and trustee of the Roscoe Moss Jr. Revocable Trust,
which is the largest stockholder of the Company. “Simply put, there’s
nothing new here – it’s the same, highly conditional approach, just with
a new moniker on the front cover.”

“What Cal Water calls a ‘common sense combination’ is in reality the
same inferior, uncertain, and non-binding indication of interest,
dressed up as a tender offer, but every bit as conditional, with a
lengthy and uncertain timeline to close and the risk of significant tax
consequences for our stockholders. We note particularly that the tender
offer is explicitly conditioned on the SJW Board’s approval under the
Delaware anti-takeover statute or Cal Water otherwise being satisfied
that the Delaware anti-takeover statute is inapplicable, which means
that Cal Water cannot realistically succeed with its illusory tender
offer and merger without the approval of our Board. What’s more, it
cannot possibly be described as ‘binding’ since it can be withdrawn by
Cal Water at any time.”

In its careful review of Cal Water’s tender offer, SJW Group’s Board
also took into consideration the impact the offer would have on SJW
Group’s and its subsidiaries’ credit ratings and related cost of
capital. In a report issued on June 12, 2018, S&P Global Ratings lowered
its rating outlook on Cal Water from stable to negative to reflect
“increased downside event risk associated with a potential transaction
with [SJW Group].” This event risk includes, according to S&P Global
Ratings, “the potential for [Cal Water’s] financial measures to weaken
further in light of the announced cash tender offer.” These new ratings,
which result directly from Cal Water’s decision to launch its
unsolicited tender offer, are in direct contrast with S&P Global
Ratings’ favorable perspective this past March about the positive impact
SJW Group’s proposed merger of equals with Connecticut Water would have
on San Jose Water Company’s credit rating. In the March report, S&P
Global Ratings stated that it expects “the additional regulatory
diversity and scale for the newly combined entity to improve the
consolidated group credit profile if the merger is completed.”

SJW Group’s Board also believes that Cal Water’s tender offer, in
addition to being inadequate in its own right, would deny SJW Group’s
stockholders the opportunity to share in the value creation and numerous
benefits expected to arise from the merger with Connecticut Water. The
Board believes that SJW Group’s merger with Connecticut Water will
deliver significant immediate and long-term value to SJW Group’s
stockholders in the form of continued, robust dividends and potential
share price appreciation and benefits to customers, all employees and
the combined company’s communities in the form of lower cost
infrastructure investments, sharing of best-practices and environmental
stewardship, and increased career advancement opportunities.

The reasons for the SJW Group Board’s recommendation to reject Cal
Water’s tender offer are set forth in more detail in a
solicitation/recommendation statement on Schedule 14D-9, which is being
filed with the Securities and Exchange Commission (“SEC”) and
disseminated to stockholders. In reaching the conclusions and in making
the recommendation described above, the Board considered numerous
factors, including, but not limited to, the following from SJW Group’s
Schedule 14D-9:

Copies of the Schedule 14D-9 and solicitation/recommendation statement
are available on the SEC’s website at www.sec.gov
and on the Company’s website at www.sjwgroup.com.
Stockholders may also request additional copies of the Schedule 14D-9 by
contacting the Company’s information agent, Georgeson, toll-free at
(866) 357-4029 or by e-mail at SJW@Georgeson.com.

J.P. Morgan Securities LLC is serving as financial advisor to SJW Group,
and Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel.

Forward Looking Statements

This document contains forward-looking statements. Some of these
forward-looking statements can be identified by the use of
forward-looking words such as “believes,” “expects,” “may,” “will,”
“should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,”
“projects,” “strategy,” or “anticipates,” or the negative of those words
or other comparable terminology. The accuracy of such statements is
subject to a number of risks, uncertainties and assumptions including,
but not limited to, the following factors: (1) the risk that the
conditions to the closing of the proposed business combination
transaction between SJW Group and Connecticut Water Service, Inc.
(“Connecticut Water”) may not be satisfied or waived, including the risk
that required approvals from the security holders of each party to the
proposed transaction are not obtained; (2) the risk that the regulatory
approvals required for the proposed transaction are not obtained, or
that in order to obtain such regulatory approvals, conditions are
imposed that adversely affect the anticipated benefits from the proposed
transaction or cause the parties to abandon the proposed transaction;
(3) the risk that the anticipated tax treatment of the proposed
transaction is not obtained; (4) the effect of water, utility,
environmental and other governmental policies and regulations; (5)
litigation relating to the proposed transaction; (6) uncertainties as to
the timing of the consummation of the proposed transaction and the
ability of each party to consummate the proposed transaction; (7) risks
that the proposed transaction disrupts the current plans and operations
of Connecticut Water or SJW Group; (8) the ability of Connecticut Water
and SJW Group to retain and hire key personnel; (9) competitive
responses to the proposed transaction; (10) unexpected costs, charges or
expenses resulting from the proposed transaction; (11) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed transaction; (12) the
combined companies’ ability to achieve the growth prospects and
synergies expected from the proposed transaction, as well as delays,
challenges and expenses associated with integrating the combined
companies’ existing businesses; and (13) legislative and economic
developments. These risks, as well as other risks associated with the
proposed transaction, are more fully discussed in the joint proxy
statement/prospectus that is included in the registration statement on
Form S-4 that has been filed with the Securities and Exchange Commission
(“SEC”) in connection with the proposed transaction. In addition, actual
results are subject to other risks and uncertainties that relate more
broadly to SJW Group’s overall business, including those more fully
described in its filings with the SEC, including its annual report on
Form 10-K for the fiscal year ended December 31, 2017 and its quarterly
report on Form 10-Q for the fiscal quarter ended March 31, 2018, and
Connecticut Water’s overall business and financial condition, including
those more fully described in its filings with the SEC, including its
annual report on Form 10-K for the fiscal year ended December 31, 2017
and its quarterly report on Form 10-Q for the fiscal quarter ended March
31, 2018. Forward looking statements are not guarantees of performance,
and speak only as of the date made, and neither SJW Group or its
management nor Connecticut Water or its management undertakes any
obligation to update or revise any forward-looking statements except as
required by law.

IMPORTANT INFORMATION FOR INVESTORS AND
SHAREHOLDERS

In response to the tender offer for all the outstanding shares of common
stock of SJW Group commenced by California Water Service Group
(“California Water”) through its wholly owned subsidiary, Waltz
Acquisition Sub, Inc., SJW Group has filed a solicitation/recommendation
statement on Schedule 14D-9 with the SEC. Investors and shareholders
of SJW Group are urged to read the solicitation/recommendation statement
on Schedule 14D-9 and other documents that are filed or will be filed
with the SEC carefully and in their entirety because they contain
important information. Investors and shareholders of SJW Group may
obtain a copy of these documents free of charge at the SEC’s website at www.sec.gov.
These materials are also available free of charge at SJW Group’s
investor relations website at https://sjwgroup.com/investor_relations.
In addition, copies of these materials may be requested from SJW Group’s
information agent, Georgeson LLC, toll-free at (866) 357-4029.

ADDITIONAL IMPORTANT INFORMATION AND WHERE TO
FIND IT

In connection with the proposed transaction between SJW Group and
Connecticut Water, on April 25, 2018, SJW Group filed with the SEC a
registration statement on Form S-4 that includes a joint proxy statement
of SJW Group and Connecticut Water that also constitutes a prospectus of
SJW Group. These materials are not yet final and may be amended. SJW
Group and Connecticut Water may also file other documents with the SEC
regarding the proposed transaction. This document is not a substitute
for the joint proxy statement/prospectus, registration statement on Form
S-4 or any other document which SJW Group or Connecticut Water may file
with the SEC. Investors and shareholders of SJW Group and Connecticut
Water are urged to read the registration statement on Form S-4, the
joint proxy statement/prospectus and all other relevant documents that
are filed or will be filed with the SEC, as well as any amendments or
supplements to these documents, carefully and in their entirety because
they contain or will contain important information about the proposed
transaction and related matters. Investors and shareholders of SJW
Group and Connecticut Water may obtain free copies of the registration
statement on Form S-4 and the joint proxy statement/prospectus and other
documents filed with the SEC by SJW Group and Connecticut Water through
the website maintained by the SEC at www.sec.gov.
Copies of documents filed with the SEC by SJW Group are available free
of charge on SJW Group’s investor relations website at https://sjwgroup.com/investor_relations.
Copies of documents filed with the SEC by Connecticut Water are
available free of charge on Connecticut Water’s investor relations
website at https://ir.ctwater.com/.

No Offer or Solicitation

This communication is for informational purposes only and is not
intended to and does not constitute an offer to sell, or the
solicitation of an offer to subscribe for or buy, or a solicitation of
any vote or approval in any jurisdiction, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in which such
offer, sale or solicitation would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No
offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.

Participants in the Solicitation

SJW Group, Connecticut Water and certain of their respective directors
and officers, and other members of management and employees, may be
deemed to be participants in the solicitation of proxies from the
holders of SJW Group and Connecticut Water securities in respect of the
proposed transaction. Information regarding SJW Group’s directors and
officers is available in SJW Group’s annual report on Form 10-K for the
fiscal year ended December 31, 2017 and its proxy statement for its 2018
annual meeting dated March 6, 2018, which are filed with the SEC.
Information regarding Connecticut Water’s directors and officers is
available in Connecticut Water’s annual report on Form 10-K for the
fiscal year ended December 31, 2017, and its proxy statement for its
2018 annual meeting dated April 6, 2018, which are filed with the SEC.
Investors may obtain additional information regarding the interest of
such participants by reading the Form S-4 and the joint proxy
statement/prospectus and other documents filed with the SEC by SJW Group
and Connecticut Water. These documents are available free of charge from
the sources indicated above.

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