Altus Group Limited

A copy of this preliminary short form prospectus has been filed with the securities regulatory authorities in each of the provinces and territories of Canada but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from the securities regulatory authorities.

This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or any state securities laws. Accordingly, the securities may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act), except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities within the United States or to, or for the account or benefit of, any U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act). See “Plan of Distribution”.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Altus Group Limited at 33 Yonge Street, Suite 500, Toronto, Ontario M5E 1G4, telephone: (416) 641-9590, and are also available electronically at www.sedar.com.

PRELIMINARY SHORT FORM PROSPECTUS

New Issue

September 20, 2021

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$150,040,000 2,420,000 Common Shares

Price: $62.00 per Offered Share

This short form prospectus qualifies the distribution (the “ Offering ”), in each of the provinces and territories of Canada, of 2,420,000 common shares (the “ Common Shares ”) of Altus Group Limited (the “ Corporation ”, “ Altus ”, “ us ”, “ we ” or “ our ”) at a price of $62.00 per Common Share (the “ Offering Price ”). The Offering consists of a treasury offering by the Corporation of 2,420,000 Common Shares (the “ Initial Shares ”). If the Over-Allotment Option (as defined herein) is exercised in full, an additional 363,000 Common Shares (the “ Over-Allotment Shares ”, and together with the Initial Shares, the “ Offered Shares ”) will be offered by the Corporation. TD Securities Inc. (“ TD ”) and BMO Nesbitt Burns Inc. (“ BMO ”, together with TD, the “ Joint Bookrunners ”), and National Bank Financial Inc. (“ NBF ”), RBC Dominion Securities Inc., Scotia Capital Inc., Canaccord Genuity Corp., CIBC World Markets Inc., Cormark Securities Inc., HSBC Securities (Canada) Inc. (“ HSBC ”) and Stifel Nicolaus Canada Inc. (together with the Joint Bookrunners, the “ Underwriters ”) have severally agreed to purchase the Offered Shares from the Corporation at the Offering Price, subject to the terms and conditions of an underwriting agreement dated September 20, 2021 between the Corporation and the Underwriters (the “ Underwriting Agreement ”). See “Plan of Distribution”.

The Common Shares are listed and posted for trading on the Toronto Stock Exchange (“ TSX ”) under the symbol “AIF”. On September 13, 2021, the last trading day prior to the announcement of the Offering, the closing price of the Common Shares on the TSX was $64.93 per Common Share. On September 17, 2021, the last trading day prior to the date of this short form prospectus, the closing price of the Common Shares on the TSX was $63.48 per Common Share. The Corporation has applied to list the Offered Shares on the TSX. Listing of the Offered Shares is subject to

the approval of the TSX in accordance with its applicable listing requirements. There can be no assurance that the Offered Shares will be accepted for listing on the TSX.

The Corporation currently pays a quarterly cash dividend of $0.15 per Common Share. The first cash dividend which purchasers under the Offering will be eligible to receive, if declared, is the dividend for the fourth quarter of fiscal 2021, which is expected to be payable on or about January 15, 2022 to holders of record of Common Shares on or about December 31, 2021.

		Underwriters’	Net Proceeds to the
	Price to the Public(1)	Fee(2)	Corporation(3)
Per Offered Share	$62.00	$2.48	$59.52
Total Offering(4)	$150,040,000	$6,001,600	$144,038,400

Notes:

(1) The Offering Price was established by negotiation between the Corporation and the Joint Bookrunners, on behalf of the Underwriters.

(2) Upon closing of the Offering, the Corporation will pay the Underwriters a cash commission equal to 4% of the gross proceeds of the Offering (including any gross proceeds raised on exercise of the Over-Allotment Option), being $2.48 per Offered Share. See “Plan of Distribution”.

(3) After deducting the Underwriters’ Fee but before deducting expenses of the Offering, which are estimated to be approximately $750,000, which will be paid from the general funds of the Corporation.
(4) The Underwriters have been granted an over-allotment option, exercisable, in whole or in part, at the sole discretion of the Underwriters, at any time prior to the Closing Date or for a period of 30 days from the Closing Date to purchase from the Corporation up to 363,000 OverAllotment Shares, representing 15% of the Initial Shares offered hereunder, on the same terms as the Offering, to cover over-allotments, if any, and for market stabilization purposes (the “ Over-Allotment Option ”). If the Over-Allotment Option is exercised in full, the total “Price to the Public”, “Underwriters’ Fee” and “Net Proceeds to Corporation” (before deducting expenses of the Offering) will be $172,546,000, $6,901,840 and $165,644,160, respectively. A purchaser who acquires Offered Shares forming any part of the Underwriters’ over allocation position acquires those Offered Shares under this short form prospectus, regardless of whether the Underwriters’ over allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. This short form prospectus also qualifies for distribution the grant of the Over-Allotment Option and the issuance of the Over-Allotment Shares pursuant to the exercise of the OverAllotment Option. See “Plan of Distribution” and the table below.

The following table sets forth the number of Offered Shares that may be issued by the Corporation to the Underwriters pursuant to the Over-Allotment Option:

	Maximum Number of
Underwriter’s Position	Securities Available	Exercise Period	Exercise Price
Over-Allotment Option	363,000 Over-	Up to 30 days following	$62.00 per Over-
	Allotment Shares	the Closing Date	Allotment Share

The Underwriters, as principals, conditionally offer the Offered Shares qualified under this short form prospectus, subject to prior sale, if, as and when issued by the Corporation and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement and subject to approval of certain legal matters relating to the Offering on behalf of the Corporation by Stikeman Elliott LLP and on behalf of the Underwriters by Davies Ward Phillips & Vineberg LLP.

The Underwriters propose to offer the Offered Shares initially at the Offering Price specified above. After the Underwriters have made a reasonable effort to sell all of the Offered Shares at such Offering Price, the Underwriters may subsequently reduce the selling price to investors from time to time in order to sell any of the Offered Shares remaining unsold. Any such reduction will not affect the proceeds received by Altus. See “Plan of Distribution”.

It is important for a person making an investment in the Offered Shares to consider the particular risk factors that may affect both the Corporation and the industry in which the Corporation, through its subsidiaries, operates. Prospective investors should carefully consider the risk factors described in this short form prospectus under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Information”, and in the AIF, Annual MD&A and Interim MD&A (each as defined herein) that are incorporated herein by reference, which describe the Corporation’s assessment of those risk factors, as well as the potential consequences to a holder if a risk should occur.

Subscriptions for the Offered Shares will be received subject to rejection or allotment, in whole or in part, by the Underwriters and the Underwriters reserve the right to close the subscription books at any time without notice. It is expected that closing of the Offering will occur on or about October 4, 2021 or such other date as may be agreed between the Corporation and the Underwriters, but in any event not later than 42 days after the date if the receipt of the (final) short form prospectus (the “ Closing Date ”). It is expected that the Corporation will arrange for the instant deposit of the Offered Shares under the book-based system of registration, to be registered to CDS Clearing and Depository Services Inc. (“ CDS ”) or its nominee and deposited with CDS on the Closing Date, or as may otherwise be agreed to among the Corporation and the Underwriters. No certificates evidencing the Offered Shares will be issued to purchasers of the Offered Shares. Accordingly, a purchaser of the Offered Shares will receive only a customer confirmation from the Underwriters or other registered dealer or broker which is a CDS participant from or through whom a beneficial interest in the Offered Shares is purchased. See “Plan of Distribution”.

In accordance with and subject to applicable laws, the Underwriters may, in connection with the Offering, over-allot or effect transactions that stabilize or maintain the market price of the Offered Shares at levels other than those which might otherwise prevail on the open market. Such transactions, if commenced, may be discontinued at any time. See “Plan of Distribution”.

Each of TD, BMO, NBF and HSBC are affiliates of banks that are lenders to the Corporation or its subsidiaries under the Credit Facility (as defined herein). Accordingly, the Corporation may be considered a “connected issuer” of such Underwriters within the meaning of applicable Canadian securities legislation. See “Plan of Distribution – Relationship between the Corporation and Certain Underwriters”.

Investors should be aware that the acquisition, holding and disposition of the securities described in this short form prospectus may have tax consequences in Canada or elsewhere depending on each particular investor’s specific circumstances. Investors should consult their own tax advisors with respect to such tax considerations. See “Certain Canadian Federal Income Tax Considerations”. Investors who are not residents of Canada for tax purposes should consult their own tax advisors concerning the consequences to them of acquiring Offered Shares.

Altus’s head and registered office is located at 33 Yonge Street, Suite 500, Toronto, Ontario M5E 1G4.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION ..................................... 5 PRESENTATION OF FINANCIAL INFORMATION .............................................................................................. 7 NON-IFRS MEASURES ............................................................................................................................................ 7 GENERAL DISCLOSURE MATTERS ..................................................................................................................... 7 DOCUMENTS INCORPORATED BY REFERENCE .............................................................................................. 7 MARKETING MATERIALS ..................................................................................................................................... 9 ALTUS GROUP LIMITED ........................................................................................................................................ 9 RECENT DEVELOPMENTS ..................................................................................................................................... 9 DESCRIPTION OF SHARE CAPITAL ..................................................................................................................... 9 DIVIDEND POLICY ................................................................................................................................................ 10 CONSOLIDATED CAPITALIZATION .................................................................................................................. 10 PRIOR SALES .......................................................................................................................................................... 10 TRADING PRICE AND VOLUME ......................................................................................................................... 12 USE OF PROCEEDS ................................................................................................................................................ 12 PLAN OF DISTRIBUTION ...................................................................................................................................... 13 RELATIONSHIP BETWEEN THE CORPORATION AND THE UNDERWRITERS .......................................... 15 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ............................................................ 16 ELIGIBILITY FOR INVESTMENT......................................................................................................................... 18 RISK FACTORS ....................................................................................................................................................... 19 ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS ................................................................ 21 INTERESTS OF EXPERTS ...................................................................................................................................... 21 AUDITORS, REGISTRAR AND TRANSFER AGENT .......................................................................................... 21 PURCHASER’S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ............................................ 21 CERTIFICATE OF THE CORPORATION .............................................................................................................. 23 CERTIFICATE OF UNDERWRITERS ................................................................................................................... 24

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This short form prospectus (including the documents incorporated by reference herein) contains “forwardlooking information” within the meaning of applicable Canadian securities laws (collectively, “ Forward-Looking Statements ” or “ forward-looking information ”). Statements concerning the Corporation’s objectives, goals, strategies, priorities, intentions, plans, beliefs, expectations and estimates, and the business, operations, financial performance and condition of the Corporation are Forward-Looking Statements. All statements other than statements of historical fact are Forward-Looking Statements. Forward-Looking Statements are often, but not always, identified by the use of words such as “may”, “would”, “will”, “should”, “expect”, “plan”, “goal”, “objective”, “anticipate”, “contemplate”, “believe”, “estimate”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “continue”, or the negative of these terms or other comparable terminology. These statements are only predictions. These factors are not intended to represent a complete list of the general or specific factors that could affect us. Undue reliance should not be placed on these Forward-Looking Statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By its nature, forward looking information involves numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other Forward-Looking Statements will not occur and may cause actual results or events to differ materially from those anticipated in such Forward- Looking Statements.

Forward-looking information involves numerous assumptions including the following specific assumptions: the ability of Altus to meet its “Revenue” and “Adjusted EBITDA” targets, assumptions on Altus Analytics Bookings growth, subscription and maintenance renewal rates, client retention rates, growth in its Data Solutions and Appraisal Management businesses, assumptions on the Argus Software revenue model, license sales, cloud conversion (including timing and rate), assumptions on other Altus Analytics contributors, expenses, operating leverage, foreign exchange; engagement and product pipeline opportunities in Altus Analytics will result in associated definitive agreements; settlement volumes in its Property Tax business will occur on a timely basis and that assessment authorities will process appeals in a manner consistent with expectations; the successful execution of our business strategies; consistent and stable economic conditions or conditions in the financial markets; consistent and stable legislation in the various countries in which we operate; no disruptive changes in the technology environment; the opportunity to acquire accretive businesses and the absence of negative financial and other impacts resulting from strategic investments or acquisitions on short term results; the successful integration of acquired businesses; the continued availability of qualified professionals; satisfaction of all conditions of closing of the Offering; and the timing and receipt of regulatory approvals with respect to the Offering. Projections may also be impacted by macroeconomic factors, in addition to other factors not controllable by the Corporation. Altus has also made certain macroeconomic and general industry assumptions in the preparation of such forward-looking statements. Management believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, Management can give no assurance that actual results will be consistent with these forward-looking statements. Not all factors which affect the forward-looking information are known, and actual results may vary from the projected results in a material respect, and may be above or below the forward-looking information presented in a material respect.

The COVID-19 pandemic has cast additional uncertainty on each of these factors and assumptions. There can be no assurance that they will continue to be valid. Given the rapid pace of change with respect to the COVID-19 pandemic, it is difficult to make further assumptions about these matters. The duration, extent and severity of the impact the COVID-19 pandemic, including measures to prevent its spread, will have on our business is uncertain and difficult to predict at this time. As of the date of this short form prospectus, many of our offices and clients remain subject to limitations and restrictions set to reduce the spread of COVID-19, and a significant portion of our employees continue to work remotely.

Inherent in the forward-looking information are known and unknown risks, uncertainties and other factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking information. Those risks, uncertainties and other factors that could cause actual results to differ materially from the forward-looking information include, but are not limited to: the general state of the economy; the COVID‐19 pandemic; currency; our financial performance; our financial targets; the commercial real estate market; industry competition; our acquisitions; our cloud subscriptions transition; software renewals; professional talent; third party information; enterprise transactions; new product introductions; technological change; intellectual property; technology strategy; information technology governance and security; our product pipeline; property tax appeals; legislative and regulatory changes; fixed-price and contingency engagements; appraisal and appraisal management mandates; the Canadian multiresidential market; customer concentration and the loss of material clients; interest rates; credit; income tax matters; health and

safety hazards; our contractual obligations; legal proceedings; our insurance limits; our ability to meet the solvency requirements necessary to make dividend payments; leverage and financial covenants; our share price; our capital investments; and the issuance of additional common shares. In addition, in respect of the June 13, 2021 cybersecurity incident (as discussed on page 11 of the Interim MD&A), while we have implemented our cybersecurity and business continuity protocols and adopted additional measures to enhance the security of our IT systems to help detect and prevent future attempts or incidents of malicious activity, we are subject to a number of risks and uncertainties in connection with the incident. Such risks and uncertainties include, but are not limited to: the outcome of the ongoing investigation into the incident; costs related to the investigation and any potential liabilities, regulatory investigation or lawsuit resulting from the incident; costs related to and the effectiveness of our mitigation and remediation efforts; our ability to recover proceeds under our insurance policies; and the potential loss of customer and other stakeholder confidence in our ability to protect their information, and the potential adverse financial impact such loss of confidence may have on our business.

Given these risks, uncertainties and other factors, investors should not place undue reliance on forward-looking information as a prediction of actual results. The forward-looking information reflects management’s current expectations and beliefs regarding future events and operating performance and is based on information currently available to management. Although we have attempted to identify important factors that could cause actual results to differ materially from the forwardlooking information contained herein, there are other factors that could cause results not to be as anticipated, estimated or intended.

Forward-Looking Statements in this short form prospectus (including the documents incorporated by reference herein) speak only as of the date of this short form prospectus or as of the date specified in the incorporated document in which they are contained. Specifically, this short form prospectus (including the documents incorporated by reference herein) contains Forward-Looking Statements that include, but are not limited to, statements with respect to:

anticipated operating performance, business prospects and opportunities of Altus, including the guidance for the Company’s anticipated third quarter and full year 2021 revenue and Adjusted EBITDA and the other forward-looking information contained in the Business Update PR;
the business strengths of Altus and its operations and financial results during the COVID-19 pandemic;
the anticipated impact of the COVID-19 pandemic, including on the Corporation’s business, operations, capital resources and/or financial results;
the Corporation’s dividend policy, including the timing and amount of any dividends declared on the Common Shares;
expected listing of the Offered Shares on the TSX;
expected tax treatment of the Offered Shares;
the exercise of the Over-Allotment Option;
the closing of the Offering; and
the use of proceeds from the Offering.

Many factors could cause the Corporation, any of its business segments or sectors, or actual results, performance or achievements to vary from those described in this short form prospectus and the documents incorporated by reference herein, including without limitation those listed above as well as the assumptions upon which they are based proving incorrect. These factors should not be construed as exhaustive. Should one or more of these risks or uncertainties materialize, or should assumptions underlying Forward-Looking Statements prove incorrect, actual results may vary materially from those described in this short form prospectus and the documents incorporated by reference herein as intended, planned, anticipated, believed, sought, proposed, estimated or expected, and such Forward-Looking Statements should not be unduly relied upon.

Readers are cautioned that the foregoing list of factors is not exhaustive, and it is recommended that readers consult the more complete discussion of risks and uncertainties facing the Corporation included in this short form prospectus and in the documents incorporated by reference herein. See “Risk Factors”. Except as may be required by law, the Corporation undertakes no obligation and disclaims any responsibility to publicly update or revise any Forward-Looking Statements or information, whether as a result of new information, future events or otherwise. All of the Forward-Looking Statements contained in this short form prospectus and the documents incorporated by reference herein are expressly qualified by this cautionary statement.

PRESENTATION OF FINANCIAL INFORMATION

The financial statements of the Corporation incorporated by reference into this short form prospectus are reported in Canadian dollars and have been prepared in accordance with generally accepted accounting principles in Canada, as set out in the CPA Canada Handbook – Accounting, which incorporates International Financial Reporting Standards as issued by the International Accounting Standards Board (“ IFRS ”).

The Corporation’s fiscal year end occurs on December 31[st] of each calendar year.

NON-IFRS MEASURES

The documents incorporated by reference into this short form prospectus contain certain non-IFRS measures that are used by the Corporation as indicators of financial performance measures which are not recognized under IFRS and may differ from similar computations as reported by other similar entities and, accordingly, may not be comparable, such as adjusted earnings before interest, taxes, depreciation and amortization (“ Adjusted EBITDA ”), adjusted earnings (loss) per share (“ Adjusted EPS ”) and constant currency (“ Constant Currency ”). The Corporation uses Adjusted EBITDA and Adjusted EPS because these measures enable Management to assess the Corporation’s operational performance. Management believes these measures assist in assessing a company’s ability to repay and assume its debt. Constant Currency allows for current financial and operational performance to be understood against comparative periods without the impact of fluctuations in foreign currency exchange rates against the Canadian dollar. Investors should not regard these measures as an alternative to operating revenues or cash flows, or as a measure of liquidity. The Corporation believes these measures are useful supplemental information that may assist investors in assessing their investment in the Offered Shares.

Investors are cautioned that these measures have limitations as analytical tools as they may be influenced by, among other things, judgment and changes in circumstances. Accordingly, these non-IFRS measures should not be considered in isolation, or as a substitute for, analysis of the Corporation’s results as reported under IFRS. For information regarding the financial measures used by the Corporation, see the Annual MD&A and Interim MD&A, which are incorporated herein by reference. See “Documents Incorporated by Reference”.

GENERAL DISCLOSURE MATTERS

Prospective investors should rely only on information contained or incorporated by reference in this short form prospectus. Neither the Corporation nor the Underwriters have authorized any person to provide different information. The Offered Shares may be sold only in those jurisdictions where offers and sales are permitted under applicable laws. This short form prospectus is not an offer to sell or a solicitation of any offer to buy Offered Shares in any jurisdiction where it is unlawful to do so. The information contained in this short form prospectus is accurate only as of the date hereof, regardless of the time of delivery of this short form prospectus or of any sale of the Offered Shares.

The information contained on the Corporation’s website is not intended to be included in or incorporated by reference into this short form prospectus and prospective purchasers should not rely on such information when deciding whether or not to invest in the Offered Shares.

Unless the context otherwise requires, any references in this short form prospectus to the “Corporation” or “Altus” refer to Altus Group Limited and its subsidiaries.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference into this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of the Corporation at 33 Yonge Street, Suite 500, Toronto, Ontario M5E 1G4, telephone: (416) 641-9590, and are also available electronically under the Corporation’s profile at www.sedar.com (“ SEDAR ”).

The following documents, filed by the Corporation with the various securities commissions or similar

authorities in each of the provinces and territories of Canada, are specifically incorporated by reference into and form an integral part of this short form prospectus:

(a) the annual information form of the Corporation for the financial year ended December 31, 2020, dated March 30, 2021 (the “ AIF ”);
(b) the audited consolidated financial statements of the Corporation as at and for the years ended December 31, 2020, and December 31, 2019, including the notes thereto, together with the independent auditor’s report thereon (the “ Annual Financials ”);
(c) the management’s discussion and analysis of the Corporation in respect of the Annual Financials, dated February 24, 2021 (the “ Annual MD&A ”);
(d) the interim condensed financial statements of the Corporation as at and for the six-month period ended June 30, 2021, including the notes thereto (the “ Interim Financials ”);
(e) the management’s discussion and analysis of the Corporation in respect of the Interim Financials, dated August 12, 2021 (the “ Interim MD&A ”);
(f) the management information circular of the Corporation dated March 19, 2021, relating to the annual meeting of shareholders of the Corporation held on May 5, 2021;
(g) the material change report of the Corporation dated March 16, 2021, relating to the proposed acquisition of Finance Active SAS and related put option agreement;
(h) the press release dated September 13, 2021, relating to the Corporation’s business update for the second half of 2021 (the “ Business Update PR ”); and
(i) a template version of the term sheet for the Offering dated September 14, 2021 (the “ Marketing Materials ”).

Any document of the type required by National Instrument 44–101 - Short Form Prospectus Distributions to be incorporated by reference into a short form prospectus, including any annual information forms, material change reports (except confidential material change reports), business acquisition reports, interim financial statements, annual financial statements (in each case, including any applicable exhibits containing updated earnings coverage information) and the independent auditor’s report thereon, management’s discussion and analysis and information circulars of the Corporation filed by the Corporation with securities commissions or similar authorities in Canada after the date of this short form prospectus and prior to the completion or withdrawal of the Offering shall be deemed to be incorporated by reference into this short form prospectus.

Any statement contained in this short form prospectus or in a document incorporated or deemed to be incorporated by reference in this short form prospectus will be deemed to be modified or superseded for purposes of this short form prospectus to the extent that a statement contained in this short form prospectus or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference into this short form prospectus modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this short form prospectus.

MARKETING MATERIALS

Neither the Marketing Materials, nor any “template version” of any other “marketing materials” (as such terms are defined in National Instrument 41-101 — General Prospectus Requirements) that are utilized by the Underwriters in connection with the Offering, are part of this short form prospectus to the extent that the contents of the Marketing Materials or other marketing materials, as the case may be, have been modified or superseded by a statement contained in this short form prospectus or any amendment. In addition, the template version of any marketing materials that is filed by the Corporation on SEDAR with the securities commission or similar authority in each of the provinces and territories of Canada in connection with the Offering after the date of this short form prospectus and before the termination of the Offering (including any amendments to, or an amended version of, any template version of any marketing materials) is deemed to be incorporated by reference into this short form prospectus.

ALTUS GROUP LIMITED

Altus Group Limited is incorporated under the Business Corporations Act (Ontario) (the “ OBCA ”) pursuant to articles of arrangement dated January 1, 2011. The head and registered office of the Corporation is located at 33 Yonge Street, Suite 500, Toronto, Ontario, Canada M5E 1G4, telephone: (416) 641-9590.

Altus is a leading provider of software, data solutions and independent advisory services to the global commercial real estate industry. Our businesses, Altus Analytics and Altus Commercial Real Estate Consulting, reflect decades of experience, a range of expertise, and technology-enabled capabilities. Our solutions empower clients to analyze, gain insight and recognize value on their real estate investments. Headquartered in Canada, we have approximately 2,600 employees around the world, with operations in North America, Europe and Asia Pacific. Our clients include many of the world’s largest commercial real estate industry participants.

RECENT DEVELOPMENTS

On August 16, 2021, Altus acquired ArGil Property Tax Services (“ ArGil ”), a Canadian property tax and paralegal firm based in Toronto. Since 2010, ArGil has been providing property tax recovery and consulting services to multi-residential, commercial and industrial property owners. ArGil’s presence aligns with and complements the Corporation’s existing Canadian property tax services.

On September 13, 2021, Altus issued the Business Update PR and provided guidance for the second half of

On September 16, 2021, Altus declared a cash dividend of $0.15 per Common Share payable on October 15, 2021 to the holders of Common Shares of record as of September 30, 2021.

DESCRIPTION OF SHARE CAPITAL

The authorized capital of Altus consists of an unlimited number of Common Shares and an unlimited number of Preferred Shares issuable in series (“ Preferred Shares ”). The Common Shares are traded on the TSX under the symbol “AIF”. As of September 17, 2021, Altus had 41,901,012 Common Shares and no Preferred Shares issued and outstanding.

The following is a summary of the rights, privileges, restrictions and conditions attaching to the Common Shares and Preferred Shares. This summary does not purport to be complete and is subject to, and is qualified in its entirety by, the terms of the Corporation’s articles of amalgamation.

Common Shares

Holders of Common Shares are entitled to receive notice of, and to attend all meetings of shareholders of the Corporation. Each Common Share confers the right to one vote at all meetings of shareholders. Holders of Common Shares are entitled to receive dividends if as and when declared by the board of directors of the Corporation (the

“ Board ”). In case of dissolution or wind-up of the Corporation, holders of Common Shares will be entitled to receive a pro-rata share of the remaining property and assets of the Corporation, subject to the rights of shares having priority over the Common Shares. The Common Shares are not exchangeable, convertible, redeemable or retractable.

Preferred Shares

Preferred Shares may be issued in one or more series with each series to consist of such number of shares and to have such rights, privileges, restrictions and conditions as determined by the Board before the issuance thereof. Holders of Preferred Shares, except as required by law, are not entitled to vote at meetings of shareholders of the Corporation. The Preferred Shares rank ahead of the Common Shares and any other shares ranking junior to the Preferred Shares with respect to the payment of dividends and the distribution of assets in the event of the liquidation, dissolution or wind-up of the Corporation, whether voluntary or involuntary, and may also be given such other preferences over the Common Shares and any other shares ranking junior to the Preferred Shares as may be determined at the time of creation of any series of Preferred Shares.

DIVIDEND POLICY

The Corporation pays a quarterly dividend to shareholders as determined by the Board from time to time. For the three most recently completed financial years, Altus has paid a quarterly cash dividend of $0.15 on each of January 15, April 15, July 15 and October 15. The Corporation’s dividend is subject to the discretion of the Board and may vary depending on, among other things, the Corporation’s earnings, financial requirements, the satisfaction of certain covenants contained in the documents governing the Corporation’s credit facilities, and/or the satisfaction of solvency tests imposed by the OBCA for the declaration of dividends. If the Board determines that it would be in the best interest of the Corporation, they may reduce or suspend for any period the dividends to be paid to shareholders. If this were to occur, the market price for the Common Shares may decline, and the decline may be material.

CONSOLIDATED CAPITALIZATION

Other than the issuance of Common Shares pursuant to this Offering, there have not been any material changes in the share capitalization or in the indebtedness of the Corporation, on a consolidated basis, since June 30, 2021, the date of the Corporation’s most recently filed financial statements.

PRIOR SALES

The following table summarizes the issuances by Altus of Common Shares or securities convertible into Common Shares in the 12-month period prior to the date of this short form prospectus:

Date of Issuance Between Sept 21, 2020 and Sept 16, 2021 Between Sept 21, 2020 and Sept 16, 2021 Between Sept 21, 2020 and Sept 16, 2021 Between Sept 21, 2020 and Sept 16, 2021 Between Sept 21, 2020 and Sept 16, 2021 Between Sept 21, 2020 and Sept 16, 2021	Nature of Issuance Exercise of options Exercise of options Exercise of options Exercise of options Exercise of options Exercise of options	Issuance/Exercise Price per Security $19.29 $19.64 $25.29 $25.56 $26.23 $26.30	Number/Type of Securities Issued
			40,161 Common Shares 56,400 Common Shares 12,767 Common Shares 10,500 Common Shares 26,213 Common Shares 15,341 Common Shares

Between Sept 21, 2020	Exercise of options	$29.72	123,773
and Sept 16, 2021			Common Shares
Between Sept 21, 2020	Exercise of options	$31.59	93,350 Common
and Sept 16, 2021			Shares
Between Sept 21, 2020	Exercise of options	$31.86	18,500 Common
and Sept 16, 2021			Shares
Between Sept 21, 2020	Exercise of options	$31.96	10,000 Common
and Sept 16, 2021			Shares
Between Sept 21, 2020	Exercise of options	$35.83	20,500 Common
and Sept 16, 2021			Shares
Between Sept 21, 2020	Exercise of options	$36.91	10,500 Common
and Sept 16, 2021			Shares
Between Sept 21, 2020	Exercise of options	$45.11	26,488 Common
and Sept 16, 2021			Shares
March 8, 2021	Issued for share	$57.88	111,845
	based compensation		Common Shares
Sept 28, 2020	Grant of share based	$52.84	50,621.4 PSUs(1)
	compensation
Dec 1, 2020	Grant of share based	$48.80	21,273.2 PSUs(1)
	compensation
March 8, 2021	Annual grant of	$49.59	177,246.6
	share based		PSUs(1)
	compensation
May 18, 2021	Grant of share based	$56.49	21,004.8 PSUs(1)
	compensation
Sept 28, 2020	Grant of share based	$52.84	108,394 Options
	compensation
Dec 1, 2020	Grant of share based	$49.59	45,136 Options
	compensation
March 8, 2021	Annual grant of	$57.88 -$59.15	157,216 Options
	share based
	compensation
May 18, 2021	Grant of share based	$56.49	36,707 Options
	compensation
Oct 15, 2020	Issued under	$53.22	16,467 Common
	Dividend		Shares
	Reinvestment Plan
Jan 15, 2021	Issued under	$46.92	14,643 Common
	Dividend		Shares
	Reinvestment Plan
April 15, 2021	Issued under	$58.38	17,384 Common
	Dividend		Shares
	Reinvestment Plan

July 15, 2021	Issued under	$56.31	15,951 Common
	Dividend		Shares
	Reinvestment Plan
Dec 1, 2020	Issued in connection	$51.88	84,341 Common
	with an acquisition		Shares
April 1, 2021	Issued in connection	$60.44	303,177
	with an acquisition		Common Shares
May 4, 2021	Issued in connection	$62.39	165,320
	with an acquisition		Common Shares
Aug 16, 2021	Issued in connection	$61.16	40,023 Common
	with an acquisition		Shares

Notes:

(1) Each PSU has a three-year performance cycle and a performance payout multiplier of between 0% and 200% of the number of awards granted. The performance criteria and performance vesting are based on the Corporation’s total shareholder return (TSR) over the performance cycle. These units have been reflected at the maximum payout.

TRADING PRICE AND VOLUME

The Common Shares are listed for trading on the TSX under the symbol “AIF”. The following table shows the monthly range of high and low prices per Common Share and the total monthly volumes of Common Shares traded on the TSX under the symbol “AIF” for each month of the 12-month period before the date of this short form prospectus, as quoted on the TSX’s historical data access platform.

Month	Common Shares	Common Shares
	High ($)1 56.80 57.035 61.11 51.38 51.17 57.39 63.88 64.89 63.685 60.25 60.99 68.17 68.12	Low ($)1 49.00 53.86 47.10 47.97 47.57 48.95 55.22 59.50 55.18 54.995 56.50 58.35 61.65	Total Monthly Volumes
September 2020 October 2020 November 2020 December 2020 January 2021 February 2021 March 2021 April 2021 May 2021 June 2021 July 2021 August 2021 September 1, 2021– September 17, 2021			4,691,428 2,055,234 2,994,070 2,427,797 1,440,962 1,826,694 3,366,555 1,236,367 2,029,975 2,835,201 1,426,999 1,558,602 1,234,411

Notes:

(1) Based on intraday trading prices.

USE OF PROCEEDS

The net proceeds of the Offering (excluding any exercise of the Over-Allotment Option), after payment of the Underwriters’ Fee of $6,001,600 and expenses of the Offering and costs estimated to be approximately $750,000, will

be approximately $143,288,400 in aggregate. If the Over-Allotment Option is exercised in full, the net proceeds of the Offering, after payment of the Underwriters’ Fee of $6,901,840 and expenses of the Offering to be approximately $750,000, will be approximately $164,894,160 in aggregate.

The Corporation intends to apply the net proceeds of the Offering to fund the Corporation’s growth initiatives and for working capital and other general corporate purposes. The principal reasons for the sale of the Offered Shares under the Offering are to increase the Corporation’s capitalization and strengthen its financial position. The Corporation intends to use the net proceeds from the Offering to fund growth initiatives as they may arise from time to time. Such growth initiatives may include acquiring or investing in additional assets or businesses or developing new products and services. While the Corporation currently expects that a majority of the net proceeds will be used for its growth initiatives, it does not believe that it can provide a meaningful approximation of the amounts that will ultimately be allocated to each of growth initiatives, working capital and general corporate purposes. As such, the Corporation has not specifically allocated the net proceeds among these purposes as at the date of this short form prospectus. Such decisions will depend on market conditions, candidates for acquisition and/or investment and other factors, as they evolve over time.

Until applied, the net proceeds of the Offering will be held as cash balances in the Corporation’s bank account or invested in cash equivalents at the discretion of management, subject to the investment directives of the Board.

The Corporation intends to spend the funds available as stated in this short form prospectus. However, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary. See “Risk Factors”.

PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement, the Corporation has agreed to issue and sell, and the Underwriters have severally agreed to purchase, on the Closing Date, subject to the conditions stipulated in the Underwriting Agreement, an aggregate of 2,420,000 Common Shares offered hereby at a price of $62.00 per Common Share for total gross consideration of $150,040,000 payable in cash to the Corporation. The Offered Shares are being offered to the public in all of the provinces and territories of Canada. The Offering Price was determined by negotiation between the Corporation and the Underwriters with reference to the market price of the Common Shares and other factors. The Underwriting Agreement provides that the Corporation will pay the Underwriters an aggregate fee of 4.00% of the gross proceeds from the issuance of the Offered Shares in consideration for their services in connection with the Offering. The Underwriters’ Fee is payable upon the closing of the Offering.

The Corporation has granted to the Underwriters the Over-Allotment Option, exercisable in whole or in part at any time not later than the 30th day following the Closing Date to purchase up to an additional 363,000 Common Shares on the same terms as set forth above solely to cover over-allotments, if any. This short form prospectus also qualifies the grant of the Over-Allotment Option and the Common Shares issuable upon exercise thereof. A purchaser who acquires Common Shares forming part of the Underwriters’ over-allotment position acquires such Common Shares under this short form prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

The Underwriters will also be paid an aggregate fee of 4.00% of the gross proceeds realized from the sale of any Common Shares sold pursuant to the exercise of the Over-Allotment Option payable upon the closing of the exercise of the Over-Allotment Option.

The obligations of the Underwriters under the Underwriting Agreement are several and not joint. Each Underwriter may terminate its obligations under the Underwriting Agreement at its discretion on the basis of the following stated events: (a) the commencement, announcement or threat of an inquiry, investigation or other proceeding or the issuance of an order under or pursuant to any relevant statute or by any stock exchange or other regulatory authority (unless based upon the activities or alleged activities of the Underwriters or their agents), or any change of law or the interpretation or administration thereof, which, in the reasonable opinion of such Underwriter, acting in good faith, operates or would reasonably be expected to operate to prevent, suspend, hinder, delay, restrict or otherwise materially adversely affect the distribution of or other trading in the Offered Shares; (b) a material change or the discovery of a

material change (actual, contemplated or threatened) in the business, affairs, operations, assets, liabilities (contingent or otherwise), capital or ownership of the Corporation or its subsidiaries, taken as a whole, which in the opinion of such Underwriter, could reasonably be expected to result in the purchasers of a material number of the Offered Shares exercising their right under securities laws to withdraw from or rescind their purchase thereof or which has or could reasonably be expected to have a significant adverse effect on the market price, value or marketability of the Offered Shares; (c) the occurrence, existence or development of any event, action, state, condition or major financial occurrence of national or international consequence or any outbreak or escalation of national or international hostilities or any crisis or calamity or act of terrorism or similar event or any governmental action, law, inquiry or other occurrence of any nature which, in the reasonable opinion of such Underwriter, materially adversely affects, or involves, or may reasonably be expected to materially adversely affect, or involve, the financial markets in Canada or the business, operations or affairs of the Corporation or its subsidiaries taken as a whole; or (d) there is announced any change or proposed change in the income tax laws or the interpretation or administration thereof and such change would, in such Underwriter’s reasonable opinion, be expected to have a significant adverse effect on the market price, value or marketability of the Offered Shares.

If an Underwriter fails to purchase the Offered Shares that it has agreed to purchase and the number of such Offered Shares is not more than 10% of the aggregate number of Offered Shares, the other Underwriters are obligated to purchase such Offered Shares. If an Underwriter fails to purchase the Offered Shares which it has agreed to purchase and the number of such Offered Shares is at least 10% of the aggregate number of Offered Shares, the other Underwriters may, but are not obligated to, purchase the Offered Shares. The Underwriters are, however, obligated to take up and pay for all Offered Shares if any are purchased under the Underwriting Agreement. The Underwriting Agreement also provides that the Corporation will indemnify the Underwriters and their directors, officers, agents, shareholders and employees against certain liabilities and expenses.

Pursuant to the Underwriting Agreement, the officers and directors of the Corporation have agreed not to sell, or agree to sell (or announce any intention to do so), any Common Shares or securities exchangeable or convertible into Common Shares (other than those Common Shares issuable upon the exercise of previously granted options) for a period of 90 days subsequent to the Closing Date without the prior written consent of each of the Joint Bookrunners, on behalf of the Underwriters, which consent may not be unreasonably withheld.

Pursuant to policy statements of the relevant securities commissions, the Underwriters may not, throughout the period of distribution under the short form prospectus, bid for or purchase Common Shares. The foregoing restriction is subject to certain exceptions, as long as the bid or purchase is not engaged in for the purpose of creating actual or apparent active trading in or raising the price of such Common Shares. These exceptions include a bid or purchase permitted under the by-laws and rules of applicable regulatory authorities and the TSX including the Universal Market Integrity Rules for Canadian Marketplaces administered by the Investment Industry Regulatory Organization of Canada relating to market stabilization and passive market-making activities and a bid or purchase made on behalf of a client where the client’s order was not solicited during the period of distribution. The Corporation has been advised by the Underwriters that, in connection with the Offering, the Underwriters may effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those that might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

The Corporation has agreed not to directly or indirectly issue any Common Shares or securities or other financial instruments convertible into or having the right to acquire Common Shares or enter into any agreement or arrangement under which the Corporation acquires or transfers to another, in whole or in part, any of the economic consequences of the ownership of Common Shares, for a period of 90 days subsequent to the Closing Date, without the prior written consent of each of the Joint Bookrunners, which consent may not be unreasonably withheld, delayed or conditional other than: (i) pursuant to rights or obligations under securities, instruments or agreements outstanding as of September 14, 2021 (including, for greater certainty, any such rights of or obligations to participants under the Corporation’s existing compensation plans including for grants of employee stock options, grants under other security-based compensation arrangements in the ordinary course including for new hires, securities issued upon their exercise or settlement and the sale of Common Shares to cover the tax obligations of the Corporation or participants); (b) pursuant to any dividend reinvestment plan; (c) the sale of up to 20,000 restricted shares currently held by a custodian on behalf of the Corporation associated with the Corporation’s restricted share plan; or (d) as payment of an amount not to exceed $5,000,000 for any acquisitions, joint venture, merger or other business combinations by the Company.

The Corporation has applied to list the Offered Shares on the TSX. Listing of the Offered Shares will be subject to the Corporation fulfilling all the listing requirements of the TSX.

The Offered Shares have not been and will not be registered under the 1933 Act or any state securities laws. Accordingly, the Offered Shares may not be offered or sold within the United States, except in transactions exempt from the registration requirements of the 1933 Act and applicable state securities laws.

Except as permitted in the Underwriting Agreement and as expressly permitted by applicable laws of the United States, the Underwriters will not offer or sell the Offered Shares within the United States. The Underwriting Agreement permits the Underwriters to offer and resell the Offered Shares that they have acquired pursuant to the Underwriting Agreement to qualified institutional buyers (as defined in Rule 144A under the 1933 Act) in the United States, provided such offers and sales are made in transactions exempt from the registration requirements of the 1933 Act in accordance with Rule 144A. The Underwriting Agreement also provides that the Underwriters will offer and sell the Offered Shares outside the United States only in accordance with Regulation S under the 1933 Act. In addition, until 40 days after the commencement of this offering, an offer or sale of the Common Shares within the United States by any dealer (whether or not participating in this offering) may violate the registration requirements of the 1933 Act if such offer or sale is made otherwise than in accordance with an exemption from registration under the 1933 Act.

No certificates representing the Offered Shares will be issued to purchasers under this short form prospectus. Registration will be made in the depository service of CDS, or to its nominee, and electronically deposited with CDS on the Closing Date. Each purchaser of Offered Shares will typically only receive a customer confirmation of purchase from the participants in the CDS depository service (“ CDS Participants ”) from or through which such Offered Shares are purchased, in accordance with the practices and procedures of such CDS Participant. Transfers of ownership of Offered Shares will be effected through records maintained by the CDS Participants, which include securities brokers and dealers, banks and trust companies. Indirect access to the CDS book-entry system is also available to other institutions that maintain custodial relationships with a CDS Participant, either directly or indirectly.

The Underwriters propose to offer the Offered Shares to the public initially at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Offered Shares at the Offering Price, the Offering Price may be decreased, and may be further changed from time to time, to an amount not greater than the Offering Price, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by the purchasers of the Offered Shares is less than the amount paid by the Underwriters to the Corporation. Any such reduction will not affect the proceeds received by the Corporation.

RELATIONSHIP BETWEEN THE CORPORATION AND THE UNDERWRITERS

A Canadian chartered bank affiliate of each of TD, BMO, NBF and HSBC is a lender to the Corporation under its credit facility (the “ Credit Facilities ”). Consequently, the Corporation may be considered a connected issuer of each of TD, BMO, NBF and HSBC under applicable securities laws in certain Canadian provinces and territories. As of the date of this short form prospectus, $259,773,000 was outstanding under the Credit Facilities. As at the date hereof, the Corporation is in compliance with all material terms of the agreement governing the Credit Facility and none of the lenders under the Credit Facility has waived any breach by the Corporation thereunder since its execution.

The decision of each of TD, BMO, NBF and HSBC to participate in the Offering was made independently of their affiliates and the Offering was not required, suggested or consented to by the affiliates. The decision to undertake the Offering and the determination of the terms of the distribution were made through negotiations between the Corporation and the Underwriters. Other than as described above, none of TD, BMO, NBF and HSBC nor their affiliates will receive any benefit from the Offering, except in respect of portions of the Underwriters’ Fee payable in accordance

with the Underwriting Agreement. See “Plan of Distribution”.

In addition, certain of the Underwriters and their respective affiliates have from time to time performed, and may in the future perform, various financial advisory and investment banking services for the Corporation, for which they received or will receive customary fees.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Stikeman Elliott LLP, counsel to the Corporation, and Davies Ward Phillips & Vineberg LLP, counsel to the Underwriters, the following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations generally applicable to a holder who acquires the Offered Shares pursuant to this short form prospectus and who, for the purposes of the Income Tax Act (Canada) (the “ Tax Act ”) and at all relevant times, beneficially owns the Offered Shares as capital property, is not affiliated with the Corporation or any Underwriter and deals at arm’s length with the Corporation and each Underwriter (a “ Holder ”). Generally, the Offered Shares will be considered to be capital property to a Holder provided that the Holder does not hold the Offered Shares in the course of carrying on a business of trading or dealing in securities and has not acquired the Offered Shares in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary is not applicable to a Holder (a) that is a “financial institution” (as defined in the Tax Act) for the purposes of the mark-to-market rules, (b) an interest in which would be a “tax shelter investment” (as defined in the Tax Act), (c) that is a “specified financial institution” (as defined in the Tax Act), (d) who makes or has made a functional currency reporting election pursuant to section 261 of the Tax Act, (e) that holds the Offered Shares as part of a “dividend rental arrangement” (as defined in the Tax Act), or (f) that has or will enter into a “derivative forward agreement” or “synthetic disposition arrangement” (each as defined in the Tax Act), in respect of the Offered Shares. Any such Holder should consult its own advisor with respect to an investment in the Offered Shares.

Additional considerations not discussed herein may apply to a Holder that is a corporation resident in Canada, or a corporation that does not deal at "arm's length" (within the meaning of the Tax Act) with a corporation resident in Canada, that is or becomes, as part of a transaction or event or a series of transactions or events that includes the transactions described in this short form prospectus, controlled by a non-resident person (or group of non-resident persons that do not deal with each other at arm's length) for purposes of the "foreign affiliate dumping" rules in section 212.3 of the Tax Act. Such Holders should consult their own tax advisors with respect to purchasing the Offered Shares pursuant to the Offering.

This summary is based on the provisions of the Tax Act in force on the date hereof, all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (“ Tax Proposals ”) and counsel’s understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency. This summary assumes that the Tax Proposals will be enacted in the form proposed, however, no assurance can be given that the Tax Proposals will be enacted in the form proposed or at all.

This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Tax Proposals, does not take into account or anticipate any changes in law, whether by legislative, governmental, administrative or judicial decision or action, nor does it take into account any other federal or any provincial, territorial or foreign income tax legislation or considerations, which may differ significantly from those discussed herein.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder and no representations with respect to the income tax consequences to any particular Holder or a prospective Holder is made. Prospective Holders should consult their own tax advisors for advice with respect to the tax consequences to them of acquiring, holding and disposing of Offered Shares, having regard to their particular circumstances. The discussion below is qualified accordingly.

Residents of Canada

The following portion of the summary is generally applicable to a Holder who, at all relevant times, for the purposes of the Tax Act, is or is deemed to be, resident in Canada (a “ Resident Holder ”). Certain Resident Holders

who might not otherwise be considered to hold their Offered Shares as capital property may, in certain circumstances, be able to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to treat the Offered Shares and every other “Canadian security” owned by such Holders in the taxation year of the election and any subsequent taxation year as capital property. Resident Holders considering making this election should consult their own tax advisors.

Dividends on Offered Shares

A Resident Holder will be required to include in computing its income for a taxation year, any taxable dividends received or deemed to be received on such Resident Holder’s Offered Shares. In the case of a Resident Holder who is an individual (other than certain trusts), such taxable dividends will be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends received from taxable Canadian corporations under the Tax Act. Taxable dividends received from a taxable Canadian corporation which are designated by such corporation as “eligible dividends” will be subject to an enhanced gross-up and dividend tax credit regime in accordance with the rules in the Tax Act.

Taxable dividends received by a Resident Holder who is an individual (including certain trusts) may give rise to a liability for alternative minimum tax as calculated under the detailed rules set out in the Tax Act.

A Resident Holder that is a corporation will be required to include any dividends received or deemed to be received on Offered Shares in computing its income for purposes of the Tax Act and generally will be entitled to deduct the amount of such dividends in computing its taxable income, with the result that no tax will be payable by it in respect of such dividends. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances. A Resident Holder that is a “private corporation” or a “subject corporation” (each as defined in the Tax Act) may be liable under Part IV of the Tax Act to pay a refundable tax on dividends received (or deemed to be received) on the Offered Shares in a taxation year to the extent that such dividends are deductible in computing the corporation’s taxable income for the year. Additionally, a Resident Holder that is, throughout the relevant taxation year, a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay an additional tax on its “aggregate investment income”, which is defined in the Tax Act to include dividends to the extent that such dividends are not deductible in computing the Resident Holder’s taxable income for the taxation year, that may be refundable in certain circumstances.

Disposition of Offered Shares

A disposition or a deemed disposition of an Offered Share by a Resident Holder (except to the Corporation, other than a purchase by the Corporation, if the Corporation acquired the Offered Share in the manner in which shares would normally be purchased by any member of the public in the open market) will generally result in the Resident Holder realizing a capital gain (or capital loss) equal to the amount by which the proceeds of disposition of the Offered Share are greater (or less) than the aggregate of the Resident Holder’s adjusted cost base thereof and any reasonable costs of disposition. Such capital gain (or capital loss) will be subject to the tax treatment described below under “— Taxation of Capital Gains and Capital Losses”.

Taxation of Capital Gains and Capital Losses

Generally, one-half of any capital gain (a “ taxable capital gain ”) realized by a Resident Holder in a taxation year must be included in the Resident Holder’s income for the year, and one-half of any capital loss (an “ allowable capital loss ”) realized by a Resident Holder in a taxation year must be deducted from taxable capital gains realized by the Resident Holder in that year. Allowable capital losses for a taxation year in excess of taxable capital gains for that year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances described in the Tax Act.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition of an Offered Share may be reduced by the amount of dividends received or deemed to be received by it on such Offered

Share (or on a share for which the Offered Share has been substituted) to the extent and under the circumstances described by the Tax Act. Similar rules may apply where an Offered Share is held by a partnership or trust of which a corporation, partnership or trust is a member or beneficiary. A Resident Holder that is, throughout the relevant taxation year, a “Canadian-controlled private corporation” (as defined in the Tax Act), may be liable for a refundable tax on its “aggregate investment income”, which is defined in the Tax Act to include taxable capital gains.

Capital gains realized by an individual (including certain trusts) may give rise to a liability for alternative minimum tax as calculated under the detailed rules set out in the Tax Act.

Taxation of Holders Not Resident in Canada

The following portion of the summary is generally applicable to a Holder who, at all relevant times for purposes of the Tax Act and any applicable income tax treaty, (i) is neither a resident nor deemed to be resident in Canada, and (ii) does not use or hold and is not deemed to use or hold Offered Shares in, or in the course of carrying on a business in Canada (a “ Non-Resident Holder ”). Special rules, which are not discussed in this summary, may apply to a non-resident insurer and this summary is not applicable to such holders.

Disposition of Offered Shares

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a disposition or deemed disposition of an Offered Share unless the Offered Share constitutes “taxable Canadian property” (as defined in the Tax Act) to the Non-Resident Holder at the time of disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention. As long as the Offered Shares are at the time of disposition listed on a designated stock exchange (which currently includes the TSX), the Offered Shares generally will not constitute taxable Canadian property to a Non-Resident Holder at such time unless at any time during the sixty-month period that ends at that time both: (i) one or any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder does not deal with at arm’s length, and (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of any class or series of the capital stock of the Corporation, and (ii) more than 50% of the fair market value of the Offered Shares was derived directly or indirectly from one or any combination of: (a) real or immovable properties situated in Canada, (b) “Canadian resource properties” (as defined in the Tax Act), (c) “timber resource properties” (as defined in the Tax Act), and (d) options in respect of, or interests in, or for civil law rights in, property described in any of the foregoing, whether or not the property exists. Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, Offered Shares could be deemed to be taxable Canadian property.

In the event that the Offered Shares constitute or are deemed to constitute taxable Canadian property to any Non-Resident Holder, an applicable income tax treaty or convention may exempt the Non-Resident Holder from tax under the Tax Act in respect of the disposition thereof. Non-Resident Holders whose Offered Shares may be taxable Canadian property should consult with their own tax advisors for advice having regard to their particular circumstances.

Dividends on Offered Shares

Dividends paid or credited on the Offered Shares, or deemed under the Tax Act to be paid or credited on the Offered Shares, to a Non-Resident Holder will generally be subject to Canadian withholding tax at the rate of 25% on the gross amount of such dividends unless the rate is reduced under the provisions of an income tax treaty or convention between Canada and the country of residence of the Non-Resident Holder. For example, under the Canada-United States Tax Convention (1980) (the “ Treaty ”), the withholding tax rate in respect of a dividend paid to a person who is the beneficial owner of the dividend and who is resident in the United States for the purposes of, and is entitled to full benefits under the Treaty, is generally reduced to 15%.

ELIGIBILITY FOR INVESTMENT

In the opinion of Stikeman Elliott LLP, counsel to the Corporation, and Davies Ward Phillips & Vineberg LLP, counsel to the Underwriters, based on the provisions of the Tax Act in force on the date hereof, provided that

the Offered Shares are listed on a “designated stock exchange” in Canada as defined in the Tax Act (which includes the TSX) on the Closing Date, the Offered Shares will, as at the Closing Date, be qualified investments under the Tax Act for trusts governed by registered retirement savings plans (“ RRSPs ”), registered retirement income funds (“ RRIFs ”), deferred profit sharing plans, registered education savings plans (“ RESPS ”), registered disability savings plans (“ RDSPs ”) and tax free savings accounts (“ TFSAs ”).

Notwithstanding that the Offered Shares may be qualified investments as discussed above, if the Offered Shares are “prohibited investments” for the purposes of the Tax Act for a RRSP, RRIF, RESP, RDSP or TFSA (each a “ Plan ”), the holder of the TFSA or RDSP, the annuitant under the RRSP or RRIF, or the subscriber of the RESP will be subject to a penalty tax if Offered Shares are held in a trust governed by such Plan. The Offered Shares will be a “prohibited investment” for a RRSP, RRIF, TFSA, RDSP or RESP if the annuitant, holder, or subscriber, as the case may be, does not deal at arm’s length with the Corporation for the purposes of the Tax Act or if the holder has a “significant interest” (within the meaning of the Tax Act) in the Corporation. However, Offered Shares will not be a “prohibited investment” if they are “excluded property” (as defined in the Tax Act) for trusts governed by such RRSP, RRIF, TFSA, RDSP or RESP.

RISK FACTORS

Any investment in the Offered Shares is subject to certain risks. Prospective investors should carefully consider the risks described below, which are qualified in their entirety by reference to, and must be read in conjunction with, all the other information contained in this short form prospectus and in the documents incorporated by reference herein, including those risk factors included in the AIF, Annual MD&A and Interim MD&A, before purchasing the Offered Shares. The risks and uncertainties described in this short form prospectus and the documents incorporated by reference herein are those that Altus currently believes to be material, but they are not the only risks it faces. If any of the following risks, or any other risks and uncertainties that Altus has not yet identified or that it currently considers not to be material, actually occur or become material risks, Altus’s business, prospects, financial condition, results of operations and cash flows, and consequently, the price of the Offered Shares could be materially and adversely affected. In all these cases, prospective investors could lose all or part of their original investment in the Offered Shares.

Before making an investment decision, prospective purchasers of Offered Shares should consider carefully the information contained in and incorporated by reference in this short form prospectus and, in particular, the risk factors set out at pages 21 through 29, inclusive, in the AIF. Risks related to the business of the Corporation and its subsidiaries include: the general state of the economy; the effects of the COVID-19 pandemic; fluctuation in foreign currency exchange rates; the ability to achieve revenue growth and sustain profitability in future periods; meeting expectations of analysts and investors through achieving long range financial targets; the state of commercial real estate (“ CRE ”) as an investment asset class; industry competition; the successful integration and management of acquired businesses; transition to cloud subscription; customer subscription renewal of our software solutions; the ability to attract and retain qualified professionals; the quality of third party inputs and information; the ability to attract large enterprise transactions; the adoption of our new products; the ability to respond to the technological change of our clients and the CRE industry; the ability to protect our intellectual property; the effective implementation of information technology strategies; the secure process, maintenance and transmission of information; a healthy and robust pipeline of opportunities; the timing and outcome of property tax assessments and appeal settlement processes; legislative and regulatory changes; our offering of fixed-price and contingency engagements; the loss of client appraisal mandates; the state of the multi-unit residential development market; loss of significant clients; fluctuations interest rates related to our credit facilities; the loss or change in favorable trade receivable credit terms; audits by tax authorities; health and safety hazards at client and construction worksites; the ability to meet contractual obligations; threat of legal proceedings; the maintenance of sufficient insurance at affordable rates; the ability to pay a quarterly cash dividend; financial leverage and restrictive covenants contained in agreements to which the Corporation is a party; fluctuation in the market price of Common Shares; the timing and amount of capital expenditures; and the issuance of additional equity securities and the potential impact on the trading price of Common Shares.

In addition to the foregoing, prospective purchasers of Offered Shares should consider the other information set forth below or contained elsewhere in this short form prospectus and in the documents incorporated by reference

herein. See “Documents Incorporated by Reference”.

Market for Securities and Volatility of the Common Shares

There can be no assurance that an active market price for the Common Shares will be sustained after this Offering. The market price of the Common Shares could be significantly affected by a variety of factors, including, without limitation and in no particular order:

the effects of the COVID-19 pandemic on the Corporation and global economic conditions;
the Corporation’s operating performance and the performance of its competitors and other similar companies;
• actual or anticipated fluctuations in the Corporation’s quarterly or annual earnings or those of other companies in its industry;
changes in estimates of the Corporation’s future earnings by the Corporation or securities research analysts;
changes in general economic and/or political conditions, the financial markets or the CRE industry, in the markets served by the Corporation or its customers, or globally, including those resulting from war, incidents of terrorism, civil unrest, disease, other pandemics or responses to such events;
acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving Altus or its competitors; and
the other risks described or referred to herein.

This volatility may affect the ability of holders of Common Shares to sell the Common Shares at an advantageous price, or at all. Additionally, in recent periods, the stock market has experienced extreme declines and volatility. This volatility, from time to time, has had a significant negative impact on the market price of securities issued by many companies, including Altus and other companies in its industry. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, the Corporation’s operations could be adversely impacted, and the trading price of the Common Shares may be adversely affected.

Further, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. As well, certain institutional investors may base their investment decisions on consideration of the Corporation’s performance against such institutions’ respective investment guidelines and criteria, and failure to meet such criteria may result in a limited or no investment in the Offered Shares by those institutions, which could adversely affect the trading price of the Common Shares.

Use of Proceeds of the Offering

Altus currently intends to allocate the net proceeds received from the Offering as described under “Use of Proceeds” in this short form prospectus. Management will, however, have discretion in the actual application of the net proceeds, and may elect to allocate proceeds differently from that described in “Use of Proceeds” if it is believed it would be in the best interests of Altus to do so. The failure by management to apply these funds effectively could have a material adverse effect on the business of Altus.

Decision to Pay Dividends Subject to the Discretion of the Board

The declaration of dividends on the Common Shares is at the discretion of the Board and is subject to applicable law. The Common Shares are entitled to receive dividends if, as and when declared by the Board. Any determination to pay dividends in the future, and the amount of any such dividends, will be at the discretion of the Board and will depend on many factors, including the Corporation’s financial condition, current and anticipated cash requirements, contractual restrictions and covenants, solvency tests imposed by corporate law and other factors that the Board may deem relevant.

Dilutive Effects on Holders of Common Shares

The issuance of Common Shares in connection with the Offering will have a dilutive effect on the holders of Common Shares. Pursuant to its constating documents, Altus is authorized to issue an unlimited number of Common

Shares. Except as described under “Plan of Distribution”, the Corporation may issue additional Common Shares in subsequent offerings (including through the sale of securities convertible into, or exchangeable for, Common Shares), under its existing compensation plans or to finance future acquisitions and other growth initiatives. The Corporation cannot predict the size of future issuances of Common Shares or the effect, if any, that future issuances of Common Shares will have on the market price of the Common Shares. Sales or issuances of a substantial number of Common Shares, or the perception that such sales or issuances could occur, may adversely affect prevailing market prices for Common Shares. With any additional issuance of Common Shares, investors will suffer dilution to their voting power and the Corporation may experience dilution in its earnings per share.

No Guarantee of a Positive Return in an Investment

There is no guarantee that an investment in the Common Shares will earn any positive return in the short term or long term. An investment in Common Shares involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in Common Shares is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment.

Additional Capital

The Corporation’s ability to generally carry on its business, and in particular to take advantage of opportunities in its investment verticals and possible new verticals, may require it to raise additional capital. Additional capital may be sought through public or private debt or equity financings by Altus or another Altus entity and may result in dilution to or otherwise may have a negative effect on existing shareholders. Further, there can be no assurances that additional financing will be available to Altus when required or desired, on advantageous terms or at all, which may adversely affect Altus’s ability to carry on its business.

ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS

Angela L. Brown, Colin Dyer, Michael Gordon, Anthony Long and Raymond C. Mikulich are directors of the Corporation and reside outside of Canada. Each of them has appointed the Corporation as agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

INTERESTS OF EXPERTS

Certain legal matters in connection with the securities offered hereby will be passed upon by Stikeman Elliott LLP on behalf of the Corporation and by Davies Ward Phillips & Vineberg LLP on behalf of the Underwriters. The partners and associates of Stikeman Elliott LLP, as a group, and of Davies Ward Phillips & Vineberg LLP, as a group, each beneficially owns, directly or indirectly, less than 1% of the outstanding securities of any class of the Corporation or any associated party or affiliate of the Corporation.

AUDITORS, REGISTRAR AND TRANSFER AGENT

The auditor of the Corporation is Ernst & Young LLP, Chartered Accountants, Licensed Public Accountants, Toronto, Ontario. Ernst & Young LLP are independent auditors with respect to the Corporation in accordance with the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario.

The transfer agent and registrar for the Common Shares is AST Trust Company (Canada), at its principal office in Toronto, Ontario.

PURCHASER’S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may only be exercised within two business days after

receipt or deemed receipt of a prospectus and any amendment thereto. In several of the provinces and territories, securities legislation further provides the purchaser with remedies for rescission or, in some jurisdictions, revisions of the price of damages if the prospectus and any amendment contain a misrepresentation or is not delivered to the purchaser, provided that such remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. A purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of these rights or consult with a legal advisor.

CERTIFICATE OF THE CORPORATION

Dated: September 20, 2021

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces and territories of Canada.

ALTUS GROUP LIMITED

(signed) Michael Gordon (signed) Angelo Bartolini Michael Gordon Angelo Bartolini Chief Executive Officer Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

(signed) Raymond Mikulich (signed) Janet Woodruff Raymond Mikulich Janet Woodruff Director Director

CERTIFICATE OF UNDERWRITERS

Dated: September 20, 2021

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces and territories of Canada.

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(signed) Alex Lane Alex Lane Director

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Altus Group Limited — Capital/Financing Update 2021

46705_rns_2021-09-20_0dce8335-8990-47a8-8aa6-626be3302fd1.pdf

PRELIMINARY SHORT FORM PROSPECTUS

ALTUS GROUP LIMITED

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

PRESENTATION OF FINANCIAL INFORMATION

NON-IFRS MEASURES

GENERAL DISCLOSURE MATTERS

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

ALTUS GROUP LIMITED

RECENT DEVELOPMENTS

DESCRIPTION OF SHARE CAPITAL

Common Shares

Preferred Shares

DIVIDEND POLICY

CONSOLIDATED CAPITALIZATION

PRIOR SALES

Notes:

TRADING PRICE AND VOLUME

Notes:

USE OF PROCEEDS

PLAN OF DISTRIBUTION

RELATIONSHIP BETWEEN THE CORPORATION AND THE UNDERWRITERS

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Residents of Canada

Dividends on Offered Shares

Disposition of Offered Shares

Taxation of Capital Gains and Capital Losses

Taxation of Holders Not Resident in Canada

Disposition of Offered Shares

Dividends on Offered Shares

ELIGIBILITY FOR INVESTMENT

RISK FACTORS

Market for Securities and Volatility of the Common Shares

Use of Proceeds of the Offering

Decision to Pay Dividends Subject to the Discretion of the Board

Dilutive Effects on Holders of Common Shares

No Guarantee of a Positive Return in an Investment

Additional Capital

ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS

INTERESTS OF EXPERTS

AUDITORS, REGISTRAR AND TRANSFER AGENT

PURCHASER’S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

CERTIFICATE OF THE CORPORATION

ALTUS GROUP LIMITED

ON BEHALF OF THE BOARD OF DIRECTORS

CERTIFICATE OF UNDERWRITERS

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Altus Group Limited Capital/Financing Update 2021