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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 2)

Filed by the Registrant o

Filed by a Party other than the Registrant ý

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

 

CONNECTICUT WATER SERVICE, INC.
(Name of Registrant as Specified In Its Charter)

EVERSOURCE ENERGY
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
         
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 
 
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PRELIMINARY COPY—SUBJECT TO COMPLETION, DATED JULY 18, 2018

SPECIAL MEETING OF SHAREHOLDERS
OF
CONNECTICUT WATER SERVICE, INC.
TO BE HELD ON [    ·    ], 2018

PROXY STATEMENT
OF
EVERSOURCE ENERGY

SOLICITATION OF PROXIES IN OPPOSITION TO
THE PROPOSED MERGER OF
CONNECTICUT WATER SERVICE, INC. AND SJW GROUP

        This proxy statement (this "Proxy Statement") and the enclosed BLUE proxy card are furnished by Eversource Energy, an unincorporated voluntary business association organized under the laws of the Commonwealth of Massachusetts ("Eversource," "we" or "us"), with headquarters in Hartford, CT and Boston, MA. This Proxy Statement is being furnished in connection with Eversource's solicitation of proxies to be used at the special meeting (the "Special Meeting") of shareholders of Connecticut Water Service, Inc., a Connecticut corporation ("CTWS," "Connecticut Water" or the "Company"), to be held at [    ·    ] on [    ·    ], 2018 at [    ·    ], local time, and at any adjournments, postponements or reschedulings thereof.

        This Proxy Statement and the enclosed BLUE proxy card are first being mailed to CTWS shareholders on or about [    ·    ], 2018.

        Pursuant to this Proxy Statement, Eversource is soliciting proxies from holders of common stock, without par value (the "Common Shares"), of CTWS, to vote (a) "AGAINST" the proposal to approve the Agreement and Plan of Merger, dated as of March 14, 2018 (as amended and restated by that certain Amended and Restated Agreement and Plan of Merger on May 30, 2018, and as the same may be further amended from time to time, the "SJW Merger Agreement"), among SJW Group ("SJW"), Hydro Sub, Inc., a Connecticut corporation and a direct wholly owned subsidiary of SJW, and CTWS, a copy of which is included as Annex A to the joint proxy statement/prospectus filed by CTWS and SJW (such proposal, the "SJW Merger Proposal," and the merger contemplated thereby, the "Proposed SJW Merger"), (b) "AGAINST" the proposal to approve, on a non-binding advisory basis, specific compensatory arrangements between CTWS and its named executive officers relating to the Proposed SJW Merger, as described in the joint proxy statement/prospectus filed by CTWS and SJW (the "Compensation Proposal"), and (c) "AGAINST" the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the SJW Merger Proposal (the "Adjournment Proposal").

        The SJW Merger Proposal, the Compensation Proposal and the Adjournment Proposal are described in the amended preliminary joint proxy statement/prospectus filed by CTWS and SJW with the United States Securities and Exchange Commission (the "SEC") on June 25, 2018 (the "CTWS and SJW Proxy Statement"). According to the CTWS and SJW Proxy Statement, CTWS has set [    ·    ], 2018 as the record date (the "Record Date") for determining those shareholders who will be entitled to vote at the Special Meeting. According to the CTWS and SJW Proxy Statement, the principal executive offices of CTWS are located at 93 West Main Street, Clinton, Connecticut 06143, United States.

        WE ARE SOLICITING PROXIES FROM CTWS SHAREHOLDERS TO VOTE "AGAINST" THE SJW MERGER PROPOSAL, THE COMPENSATION PROPOSAL AND THE ADJOURNMENT PROPOSAL. WE BELIEVE THE SJW MERGER PROPOSAL DOES NOT PROVIDE ADEQUATE VALUE TO CTWS SHAREHOLDERS AS COMPARED WITH THE EVERSOURCE PROPOSAL. IN

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OUR VIEW, OUR $64.00 PER SHARE CASH AND/OR COMMON SHARES (AT THE ELECTION OF CTWS SHAREHOLDERS) PROPOSAL WOULD BE A SUPERIOR ALTERNATIVE FOR CTWS SHAREHOLDERS TO THE ALL-STOCK SJW MERGER PROPOSAL.

        The Eversource proposal represents a premium of 22% to the undisturbed CTWS closing share price on March 14, 2018, the day prior to the announcement of the Proposed SJW Merger (as compared with a premium of 18% under the SJW Merger Proposal based on the closing share prices of CTWS and SJW on the same date). Eversource shares represent the equivalent of a 76% dividend uplift over CTWS shares, based on the $64.00 per share offer, the Eversource closing share price on July 10, 2018, and the annualized quarterly dividend of $0.3125 per share declared by CTWS on May 10, 2018.

        Based on Eversource's financial strength, local experience in Connecticut, and track record for constructive regulatory outcomes with Connecticut regulatory authorities, Eversource believes that its proposal provided significantly greater value to CTWS employees, customers and local communities. Eversource has a market capitalization of approximately $19 billion and an A+ corporate credit rating by Standard & Poor's. Eversource currently serves approximately 1.75 million electric, water, and natural gas customers in over 150 of Connecticut's 169 cities and towns, with a presence in every town that CTWS serves. Moreover, Eversource is the parent company of Aquarion Water Company, a Connecticut-based water utility serving nearly 230,000 customers in a service territory that is highly complementary to that of CTWS, with top-tier customer service satisfaction scores, including consistent rankings at the top of J.D. Power's customer service rankings. CTWS employees would also benefit from the increased employment opportunities associated with belonging to a larger, stronger organization within the state of Connecticut. SJW does not share Eversource's history of investing in Connecticut. With SJW's headquarters in California, the Proposed SJW Merger does not offer the compelling strategic and geographic fit presented by what Eversource believes would be a superior proposal.

        On April 5, 2018, Eversource submitted a non-binding proposal in writing to CTWS to acquire 100% of the issued and outstanding CTWS Common Shares for $63.50 per share in cash and/or Eversource common shares, at the election of CTWS shareholders (the "Initial Eversource Proposal"). No response was received to engage in a dialogue. On April 19, 2018, Eversource publicly announced the Initial Eversource Proposal.

        Also on April 19, 2018, CTWS publicly announced that the Board of Directors of CTWS (the "CTWS Board") had unanimously concluded that the Initial Eversource Proposal was not a superior proposal or reasonably likely to lead to a superior proposal as defined in the SJW Merger Agreement.

        On July 2, 2018, Eversource delivered a revised written proposal to CTWS to acquire 100% of the issued and outstanding CTWS Common Shares for $64.00 per share in cash or in Eversource common shares at the election of CTWS shareholders, with an increase to $66.00 per share if the Proposed SJW Merger is terminated without break fees payable by CTWS (the "Eversource Proposal"). The Eversource Proposal included (i) acquiring all the outstanding shares of CTWS common stock for $64.00 per share in cash or in Eversource common shares at the election of CTWS shareholders, with an increase to $66.00 per share if the proposed transaction with SJW is terminated without break fees payable by CTWS; (ii) including an incremental "ticking fee" should Eversource not achieve all required regulatory approvals within eight months of the deal announcement; (iii) providing rate stability for customers by freezing base rates through 2022; (iv) doubling CTWS's charitable contributions to communities CTWS serves; (v) creating a separate CTWS subsidiary within the Eversource organization in order to retain CTWS's established identity and culture; (vi) retaining key executives and employees that have helped drive the success of CTWS; and (vii) forming a Water Advisory Board, including five members of CTWS's current board to advise on key decisions and growth opportunities.

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        Eversource continues to believe that the Eversource Proposal would be a superior alternative to the all-stock transaction proposed in the SJW Merger Proposal. The Eversource Proposal represents a premium of 22% to CTWS's closing share price on March 14, 2018, the day prior to the announcement of the Proposed SJW Merger. The Eversource Proposal also represents a premium of 23.20% to CTWS's 20-day volume-weighted average price as of March 14, 2018. In addition, those CTWS shareholders who elect to receive Eversource shares would realize the equivalent of a 76% dividend uplift based on the $64.00 per share offer, the closing price of Eversource's shares on July 10, 2018, and the annualized quarterly dividend of $0.3125 per share declared by CTWS on May 10, 2018.

        Eversource firmly views the Eversource Proposal as a "Superior CTWS proposal" as defined in the SJW Merger Agreement, and in the best interest of the shareholders, employees, customers and local communities of CTWS.

        Eversource is disappointed with the limited responses described in the "Background of the Solicitation," and the fact that, in Eversource's view, the CTWS Board has been reluctant to engage in meaningful discussions with Eversource. Eversource urges the CTWS Board to act in the best interests of the CTWS shareholders by meeting with Eversource to seriously discuss the Eversource Proposal.

        Eversource is specifically soliciting proxies from CTWS shareholders to vote "AGAINST" the SJW Merger Proposal, the Compensation Proposal and the Adjournment Proposal. Eversource believes that a vote "AGAINST" the SJW Merger proposal will send a message to the CTWS Board that CTWS shareholders do not support the Proposed SJW Merger and that the CTWS Board should give consideration to other offers that it receives, including the Eversource Proposal.

        WE ARE NOT ASKING YOU TO VOTE ON OR APPROVE THE EVERSOURCE PROPOSAL AT THIS TIME. HOWEVER, WE BELIEVE THAT A VOTE "AGAINST" THE SJW MERGER PROPOSAL WILL SEND A MESSAGE TO THE CTWS BOARD THAT CTWS SHAREHOLDERS DO NOT SUPPORT THE PROPOSED SJW MERGER AND THAT THE CTWS BOARD SHOULD GIVE CONSIDERATION TO OTHER OFFERS THAT IT RECEIVES, INCLUDING THE EVERSOURCE PROPOSAL. A VOTE "AGAINST" THE SJW MERGER PROPOSAL, THE COMPENSATION PROPOSAL OR THE ADJOURNMENT PROPOSAL WILL NOT OBLIGATE YOU TO VOTE "FOR" THE EVERSOURCE PROPOSAL AT ANY FUTURE MEETING OF CTWS SHAREHOLDERS.

        DO NOT RETURN ANY GREEN PROXY CARD THAT YOU RECEIVE FROM CTWS—EVEN AS A PROTEST VOTE AGAINST THE PROPOSED SJW MERGER. EVEN IF YOU HAVE ALREADY SENT A GREEN PROXY CARD TO CTWS, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE. ONLY YOUR LATEST DATED PROXY COUNTS. PLEASE VOTE "AGAINST" THE SJW MERGER PROPOSAL, THE COMPENSATION PROPOSAL AND THE ADJOURNMENT PROPOSAL TODAY—BY TELEPHONE OR INTERNET OR BY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. NO POSTAGE IS NECESSARY IF YOUR BLUE PROXY CARD IS MAILED IN THE UNITED STATES. WE URGE YOU TO VOTE BY TELEPHONE OR INTERNET OR BY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.

        IF YOUR CTWS SHARES ARE HELD IN "STREET NAME," PLEASE DELIVER THE ENCLOSED BLUE VOTING INSTRUCTION FORM TO YOUR BROKER OR BANK OR INSTRUCT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT TO VOTE ON YOUR BEHALF AND TO ENSURE THAT A BLUE PROXY CARD IS SUBMITTED ON YOUR BEHALF. IF YOUR BROKER OR BANK OR THE CONTACT PERSON RESPONSIBLE FOR YOUR ACCOUNT PROVIDES FOR VOTING INSTRUCTIONS TO BE DELIVERED TO THEM BY TELEPHONE OR INTERNET, INSTRUCTIONS WILL BE INCLUDED ON THE ENCLOSED BLUE VOTING INSTRUCTION FORM.

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        If you need assistance in voting your shares, please contact the firm assisting Eversource in the solicitation of proxies:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Shareholders May Call Toll Free: (800) 967-5071
Banks and Brokers May Call Collect: (212) 269-5550
Email: ctws@dfking.com

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   PAGE  

REASONS TO VOTE "AGAINST" THE SJW MERGER PROPOSAL, THE COMPENSATION PROPOSAL AND THE ADJOURNMENT PROPOSAL

     1  

WHAT IS EVERSOURCE'S PLAN FOR THE SPECIAL MEETING?

     4  

BACKGROUND OF THE SOLICITATION

     5  

CERTAIN INFORMATION REGARDING THE PROPOSED SJW MERGER

     13  

CERTAIN INFORMATION REGARDING EVERSOURCE

     20  

OTHER PROPOSALS TO BE PRESENTED AT THE SPECIAL MEETING

     21  

VOTING PROCEDURES

     22  

SOLICITATION OF PROXIES

     24  

FORWARD-LOOKING STATEMENTS

     25  

OTHER INFORMATION

     26  

IMPORTANT VOTING INFORMATION

     28  

SCHEDULE I

     Sched. I-1  

SCHEDULE II

     Sched. II-1  

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REASONS TO VOTE "AGAINST" THE SJW MERGER PROPOSAL, THE COMPENSATION PROPOSAL AND THE ADJOURNMENT PROPOSAL

        Eversource is soliciting proxies from CTWS shareholders in opposition to the Proposed SJW Merger and specifically "AGAINST" the SJW Merger Proposal, the Compensation Proposal and the Adjournment Proposal. Eversource urges all CTWS shareholders to vote "AGAINST" the SJW Merger Proposal, the Compensation Proposal and the Adjournment Proposal for the following reasons:

        Eversource believes that the Eversource Proposal, if consummated, would be superior to the Proposed SJW Merger because it would provide CTWS's shareholders an opportunity to realize a significant premium for their CTWS shares and offers more compelling value for CTWS shareholders than the Proposed SJW Merger. Under the Eversource Proposal, CTWS shareholders would receive cash value or Eversource common shares, at the election of CTWS shareholders, for their CTWS shares at a significant premium. The election between cash and Eversource common shares is subject to discussion and negotiation with CTWS, and Eversource expects that the final terms will be determined once the CTWS Board seriously engages with Eversource.

        Eversource has the local experience and financial strength to complete the transaction contemplated by the Eversource Proposal expeditiously. Eversource has a market capitalization of approximately $19 billion and is an A+ rated company by Standard & Poor's, making Eversource a strong financial partner. Citing the benefits of being part of a financially strong low-risk regulated utility holding company, Moody's recently upgraded Aquarion Company to Baa2 and Aquarion Water Company of Connecticut to A3 with stable outlooks. There would be no financing contingency as part of the Eversource Proposal. Eversource has consistently demonstrated credibility, expertise, and responsiveness in its proceedings before the Connecticut Public Utilities Regulatory Authority and has a strong track record for constructive regulatory outcomes, as demonstrated in recent proceedings involving Eversource and its subsidiaries. For example, in 2017 the Connecticut Public Utilities Regulatory Authority approved Eversource's acquisition of Aquarion Water Company, which required change-of-control approval, with the Connecticut Attorney General and state consumer advocate each supporting the acquisition by Eversource. More recently, outside of Eversource's transaction with the Aquarion Water Company, the Connecticut Public Utilities Regulatory Authority approved a base distribution rate settlement for Eversource's subsidiary The Connecticut Light and Power Company, marking the first comprehensive rate settlement for an electric distribution company in Connecticut since the implementation of Connecticut's electric industry restructuring in 2000. An Eversource transaction would also leverage the geographical proximity of the CTWS system and the Eversource subsidiary Aquarion Water Company system to enable cost-effective infrastructure investment and support regional economic growth.

        The Eversource Proposal represents a 22% premium to CTWS's closing share price on March 14, 2018, the day prior to the announcement of the Proposed SJW Merger (as compared with a premium of 18% under the SJW Merger Proposal). The Eversource Proposal also represents a premium of 23.20% to CTWS's 20-day volume-weighted average price as of March 14, 2018. In addition, those CTWS shareholders who elect to receive Eversource shares would realize the equivalent of a 76% dividend uplift based on the $64.00 per share offer, the closing price of Eversource's shares on July 10, 2018, and the annualized quarterly dividend of $0.3125 per share declared by CTWS on May 10, 2018. Eversource has a strong track record of value creation, delivering total shareholder returns of 184%

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over the last 10 years, which is 45% greater than SJW's more volatile and slower growth returns during the same period.(1) For the foregoing reasons, coupled with Eversource's financial strength, local experience in Connecticut (including its local investment history), and track record for constructive regulatory outcomes with Connecticut regulatory authorities, Eversource believes that a transaction with Eversource would be superior to the SJW Merger Proposal. Eversource has a market capitalization of approximately $19 billion and an A+ corporate credit rating by Standard & Poor's. Eversource currently serves approximately 1.75 million electric, water, and natural gas customers in over 150 of Connecticut's 169 cities and towns, with a presence in every town that CTWS serves. Moreover, Eversource is the parent company of Aquarion Water Company, a Connecticut-based water utility serving nearly 230,000 customers in a service territory that is highly complementary to that of CTWS, with top-tier customer service satisfaction scores, including consistent rankings at the top of J.D. Power's customer service rankings. And further, SJW does not share Eversource's history of investing in Connecticut. With SJW's headquarters in California, the Proposed SJW Merger does not offer the compelling strategic and geographic fit presented by what Eversource believes would be a superior proposal.

        A vote "AGAINST" the Adjournment Proposal will prevent the CTWS Board from delaying the vote on the SJW Merger Proposal, which would deny CTWS's shareholders the ability to make their voices heard by voting "AGAINST" the SJW Merger Proposal. If the Adjournment Proposal is approved by shareholders, it would allow the CTWS Board to unnecessarily delay a vote on the SJW Merger Proposal. Eversource believes that is it in the interests of CTWS's shareholders to hold a vote as soon as possible (and not to adjourn) so that the CTWS shareholders can vote "AGAINST" the SJW Merger Proposal and send a clear message to the CTWS Board that the CTWS shareholders want the CTWS Board to consider the Eversource Proposal. We are also soliciting proxies to vote "AGAINST"

   

(1)
Eversource's calculation of SJW's total shareholder return is in accordance with Item 201(e) of Regulation S-K. To determine the percentage of SJW's 10-year total shareholder return, Eversource determined the effect of dividend reinvestment by calculating adjustments to SJW's stock closing prices to reflect that, from the beginning of the measurement period, each subsequent quarterly dividend was paid on an ever-increasing number of SJW shares. Such adjustments were determined as follows. First, Eversource compiled the reported closing prices for SJW's stock for each of the trading days in the 10-year period from December 31, 2007 through December 29, 2017 (inclusive). Second, Eversource then retrospectively determined each "adjusted closing price" (ACP) of SJW's stock during the foregoing period, starting with the closing price at the end of the measurement period through the use of the following formula:

GRAPHIC

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the Compensation Proposal, although we believe that this proposal will be rendered moot in any event if the SJW Merger Proposal is disapproved by CTWS shareholders.

Conclusion

        For the foregoing reasons, Eversource urges CTWS shareholders to vote "AGAINST" the SJW Merger Proposal, "AGAINST" the Compensation Proposal and "AGAINST" the Adjournment Proposal. In addition, Eversource urges CTWS shareholders to share their views regarding the Eversource Proposal with the CTWS Board.

        If the Special Meeting concludes (that is, it is not adjourned) and the CTWS shareholders do not approve the SJW Merger Proposal, each of CTWS and SJW would have the right to terminate the SJW Merger Agreement. Eversource believes that if the SJW Merger Agreement were terminated, the CTWS Board should make the determination that it is in the best interests of CTWS shareholders to pursue and enter into the Eversource Proposal. However, there can be no assurances that the CTWS Board would seek to accept the Eversource Proposal, or otherwise pursue or facilitate the Eversource Proposal, following a termination of the SJW Merger Agreement. CTWS shareholders should take all of these factors into account when determining how to vote their CTWS shares.

        EVERSOURCE STRONGLY BELIEVES THAT THE EVERSOURCE PROPOSAL CONSTITUTES A SUPERIOR CTWS PROPOSAL, AS PROVIDED FOR IN THE SJW MERGER AGREEMENT. PLEASE VOTE:

        VOTE TODAY—BY TELEPHONE OR INTERNET OR BY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. NO POSTAGE IS NECESSARY IF YOUR BLUE PROXY CARD IS MAILED IN THE UNITED STATES. WE URGE YOU TO VOTE BY TELEPHONE OR INTERNET OR BY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD.

        IF YOUR CTWS SHARES ARE HELD IN "STREET NAME," PLEASE DELIVER THE ENCLOSED BLUE VOTING INSTRUCTION FORM TO YOUR BROKER OR BANK OR INSTRUCT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT TO VOTE ON YOUR BEHALF AND TO ENSURE THAT A BLUE PROXY CARD IS SUBMITTED ON YOUR BEHALF. IF YOUR BROKER OR BANK OR THE CONTACT PERSON RESPONSIBLE FOR YOUR ACCOUNT PROVIDES FOR VOTING INSTRUCTIONS TO BE DELIVERED TO THEM BY TELEPHONE OR INTERNET, INSTRUCTIONS WILL BE INCLUDED ON THE ENCLOSED BLUE VOTING INSTRUCTION FORM.

        DO NOT RETURN ANY GREEN PROXY CARD THAT YOU RECEIVE FROM CTWS—EVEN AS A PROTEST VOTE AGAINST THE PROPOSED SJW MERGER. EVEN IF YOU HAVE ALREADY SENT A PROXY CARD TO CTWS, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE. ONLY YOUR LATEST DATED PROXY COUNTS. IT IS NOT TOO LATE TO CHANGE YOUR VOTE BY TELEPHONE OR INTERNET OR BY SIMPLY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD TODAY.

        WE URGE YOU TO SEND THE CTWS BOARD A MESSAGE THAT CTWS SHAREHOLDERS REJECT THE PROPOSED SJW MERGER AND THAT THE CTWS BOARD SHOULD GIVE PROPER CONSIDERATION TO OTHER OFFERS THAT IT RECEIVES, INCLUDING THE EVERSOURCE PROPOSAL. VOTE "AGAINST" THE SJW MERGER PROPOSAL, THE COMPENSATION PROPOSAL AND THE ADJOURNMENT PROPOSAL.

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 WHAT IS EVERSOURCE'S PLAN FOR THE SPECIAL MEETING?

        If Eversource receives sufficient proxies "AGAINST" the SJW Merger Proposal to cause the SJW Merger Proposal to fail, at the Special Meeting Eversource will, utilizing its proxies, vote "AGAINST" the SJW Merger Proposal, "AGAINST" the Compensation Proposal and "AGAINST" the Adjournment Proposal in order to send a clear message to the CTWS Board that CTWS's shareholders want the CTWS Board to consider other alternatives, including the Eversource Proposal, and that CTWS's shareholders do not want to race to approve a deal that will deny them the opportunity to enter into what Eversource believes would be a superior transaction.

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BACKGROUND OF THE SOLICITATION

        As part of the ongoing evaluation of its business, Eversource considers strategic acquisitions, capital investments, divestitures and other possible transactions. Eversource has attempted to engage privately with CTWS for some time.

        In October 2017, the Executive Vice President and General Counsel of Eversource contacted Ms. Carol P. Wallace, chairman of the CTWS Board, by phone, to discuss a potential combination with CTWS. During the course of their discussion, Ms. Wallace indicated that the CTWS Board was pleased with the company's strategy and results and intended to continue maintaining CTWS as an independent public company.

        In February and March, 2018, the Executive Vice President and General Counsel of Eversource again was in contact with Ms. Wallace to set up a meeting between Ms. Wallace, Mr. Benoit and the Chief Executive Officer and Executive Vice President and General Counsel of Eversource to discuss a potential combination with CTWS. Ms. Wallace declined the meeting.

        On April 5, 2018, Eversource verbally communicated its intent to submit a proposal for the acquisition of CTWS to David C. Benoit, the Chief Executive Officer of CTWS, and delivered a written proposal the same day. The April 5, 2018 written proposal appears below:

        Dear David:

        On behalf of Eversource Energy ("Eversource"), I am hereby submitting a proposal to acquire Connecticut Water Service, Inc. ("Connecticut Water"). As you are likely aware, we expressed interest in pursuing an acquisition of Connecticut Water in the second half of 2017. At this time, we are proposing terms for an acquisition that we firmly view as superior to the terms of the proposed transaction with San Jose Water ("SJW"), reasonably likely to lead to a Superior CTWS Proposal (as defined in the merger agreement with SJW) and in the best interest of the customers, employees, suppliers, local communities and shareholders of Connecticut Water due to the greater benefits achievable through an Eversource transaction.

        Eversource proposes to acquire all of the outstanding shares of Connecticut Water common stock for $63.50 per share in cash and/or in Eversource common stock at the election of Connecticut Water shareholders. Connecticut Water shareholders electing to receive Eversource stock as consideration would realize the equivalent of an 81% dividend uplift based on the closing price of Eversource's common stock on April 4, 2018 and the annualized quarterly cash dividend of $0.2975 per share declared by Connecticut Water on January 18, 2018. The $63.50 consideration payable to Connecticut Water shareholders would not be reduced by the termination fee payable to SJW.

        The $63.50 price represents a 21% premium to Connecticut Water's undisturbed share price on March 14, 2018 and a 22% premium to the 20-day VWAP for the period ending March 14, 2018.

        Eversource has a market capitalization of approximately $19 billion and is an A+ rated company by Standard & Poor's, making Eversource a strong financial partner for the transaction. There would be no financing contingency as part of the transaction.

        Eversource has consistently demonstrated credibility, expertise, and responsiveness in its proceedings before the Connecticut Public Utilities Regulatory Authority ("CT PURA") and has a

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strong track record for successful regulatory outcomes. In particular, Eversource has considerable experience in obtaining regulatory approvals required for utility mergers and acquisitions. This is evidenced through our recent acquisition of Aquarion Water Company ("Aquarion"), for which we obtained regulatory approvals in four states and completed the transaction within five months from the regulatory filing date and within six months from the announcement of the transaction.

        In the final decision issued by CT PURA approving the Aquarion acquisition, attributes of the transaction that were cited as particularly beneficial to customers and employees included local ownership, financial stability, employee benefits and community support. In fact, Eversource is uniquely positioned to create substantial benefits for customers served by Connecticut Water, while preserving local ownership and accountability. As part of the approvals required to complete the Aquarion acquisition, Eversource obtained regulatory approval in Maine with a positive outcome for the company and a minimum of administrative process.

        In summation, Eversource's acquisition of Connecticut Water would be a compelling, superior alternative to the SJW transaction for Connecticut Water's customers, employees, communities and shareholders. An Eversource transaction would also leverage the geographical proximity of the Connecticut Water and Aquarion systems to enable cost-effective infrastructure investment and support regional economic growth.

        I have reviewed this opportunity with Eversource's Board of Trustees, which supports the submission of this proposal. We are prepared to engage with you immediately and to reach a definitive agreement as expeditiously as possible. For the avoidance of doubt, this proposal is a non-binding indication of interest, subject to confirmatory due diligence. A binding obligation with respect to this transaction will result only from the execution of a definitive agreement containing terms and conditions that are mutually acceptable to the parties.

        We look forward to your prompt response.

        On April 10, 2018 and April 17, 2018, Eversource sent follow-up communications to CTWS expressing its continued interest in pursuing an acquisition of CTWS and requesting a response to the letter sent on April 5, 2018.

        On April 19, 2018, Eversource issued a news release announcing the delivery by Eversource to CTWS of the non-binding proposal to acquire CTWS for $63.50 per share in cash or in Eversource common shares, at the election of CTWS shareholders, and reiterating Eversource's belief that its proposal would be a superior alternative to the terms of the Proposed SJW Merger for shareholders, employees, customers and local communities of CTWS.

        On April 19, 2018, CTWS issued a press release confirming receipt of Eversource's proposal and announcing that the CTWS Board has unanimously determined that the Initial Eversource Proposal is not a superior proposal or reasonably likely to lead to a "Superior CTWS Proposal" as defined in the SJW Merger Agreement.

        On April 19, 2018, Mr. Benoit, the Chief Executive Officer of CTWS, telephoned James Judge, the Chairman, Chief Executive Officer and President of Eversource, to inform him that the CTWS Board had unanimously determined that the Initial Eversource Proposal does not constitute and is not reasonably likely to lead to a "Superior CTWS Proposal" as defined in the SJW Merger Agreement.

        On April 25, 2018, CTWS and SJW filed with the SEC a joint proxy statement/prospectus in a registration statement on Form S-4.

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        On April 27, 2018, Eversource filed with the SEC a preliminary proxy statement on Schedule 14A in connection with Eversource's solicitation of proxies for the CTWS Special Meeting, recommending that the CTWS shareholders vote against each of the proposals related to the Proposed SJW Merger, namely the proposals to approve the SJW Merger Agreement, to approve, on a non-binding advisory basis, specific compensatory arrangements between CTWS and its named executive officers relating to the Proposed SJW Merger and to adjourn the CTWS Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the SJW Merger Agreement. Later that day, Eversource issued a press release announcing the filing of its preliminary proxy statement, reaffirming its commitment to what it believes is a superior proposal to acquire CTWS, and urging CTWS shareholders to insist that the CTWS Board meet with Eversource to seriously discuss its proposal.

        On April 28, 2018, CTWS issued a press release responding to the filing of Eversource's preliminary proxy statement noting that it had rejected Eversource's proposal.

        On April 30, 2018, The Rocky River Realty Company ("Rocky River"), a Connecticut corporation and wholly owned subsidiary of Eversource and an owner of CTWS shares, sent a demand letter to CTWS to inspect and make copies of certain books, records and documents of CTWS pursuant to Connecticut statutory law.

        On May 4, 2018, Eversource sent an open letter to CTWS shareholders reiterating its belief that the CTWS Board should engage with Eversource to discuss seriously the Initial Eversource Proposal and the superiority of its proposal compared to the Proposed SJW Merger.

        On May 7, 2018, CTWS sent an open letter to CTWS shareholders in response to Eversource's open letter.

        On May 8, 2018, CTWS and Rocky River entered into a confidentiality agreement regarding Rocky River's access to materials in response to requests in its April 30, 2018 demand letter.

        On May 18, 2018, Eversource filed a motion with CT PURA requesting party status in the proceeding in Connecticut for which SJW and CTWS filed a joint application for approval of the Proposed SJW Merger on May 7, 2018.

        On May 22, 2018, SJW and CTWS filed an objection to Eversource's motion requesting party status in their joint proceeding to approve the Proposed SJW Merger in Connecticut.

        On May 23, 2018, Eversource filed a response to the objection of SJW and CTWS to Eversource's motion requesting party status in their joint proceeding to approve the Proposed SJW Merger in Connecticut.

        On May 25, 2018, CTWS sent a letter to Rocky River noting its refusal to provide certain information to Rocky River requested by Rocky River in accordance with Connecticut statutory law despite several follow-up requests from Rocky River.

        On May 31, 2018, CTWS and SJW announced an Amended Merger Agreement, dated as of May 30, 2018, including an amendment to include a "go-shop" provision, and reiterated the CTWS Board's recommendation in favor of the "merger of equals" with SJW Group.

        On June 4, 2018, Eversource filed with CT PURA a supplement to its motion requesting party status in the joint proceeding of SJW and CTWS to approve the Proposed SJW Merger in Connecticut.

        On June 5, 2018, CTWS filed with CT PURA a response to Eversource's supplement to its motion requesting party status in such joint proceeding.

        On June 5, 2018, Eversource issued a press release criticizing the go-shop process undertaken by CTWS and the refusal by CTWS and SJW to eliminate or reduce the break-up fee under the SJW

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Merger Agreement. In the press release, Eversource stated that it would not participate in what it believed was a preclusive and severely limited process and reiterated its commitment to delivering the Eversource proposal to CTWS shareholders, noting in particular Eversource's view that the go-shop process did not eliminate or reduce the $28.1 million CTWS termination fee while it simultaneously provided additional benefits to SJW by extending from 12 to 15 months the tail period during which CTWS would have to pay SJW a termination fee after CTWS shareholders reject the Proposed SJW Merger, providing SJW with additional rights to match competing proposals, and not providing potential bidders access to due diligence information that is not already publicly available. As a result of these measures, according to CTWS, none of the more than 50 potential bidders who were contacted by CTWS's financial advisor as part of the go-shop process submitted a proposal or indication of interest.

        On June 6, 2018, CTWS issued a press release in response to Eversource's June 5, 2018 announcement.

        On June 7, 2018, CTWS and SJW filed with the SEC an amendment to their joint proxy statement/prospectus in an amended registration statement on Form S-4.

        On June 8, 2018, CT PURA issued a preliminary, proposed final decision to dismiss the joint proceeding of SJW and CTWS to approve the Proposed SJW Merger in Connecticut on the basis that the application is not ripe for review due to the addition of the go-shop provision in the SJW Merger Agreement, which CT PURA believes indicates a reasonable probability that the CTWS Board and shareholders may select an alternative transaction to SJW's to acquire control of CTWS.

        On June 8, 2018, Eversource filed with the Maine Public Utilities Commission a petition to intervene and initial comments in the proceeding in Maine in which The Maine Water Company, a wholly owned subsidiary of CTWS, filed on May 4, 2018 an application for approval of a proposed reorganization that would occur as a result of the Proposed SJW Merger.

        On June 11, 2018, The Maine Water Company, a wholly owned subsidiary of CTWS, filed comments with the Maine Public Utilities Commission stating that it agreed with comments of the Maine Office of the Public Advocate to adjust the timeline of the Maine proceeding in light of the Amended Merger Agreement and requesting to postpone the initial case conference currently scheduled for June 20 until July 24, 2018.

        On June 13, 2018, Eversource issued a press release reaffirming its commitment to its proposal to acquire CTWS and stating its willingness to deliver further value to CTWS shareholders through CTWS's receipt or avoidance of termination fees.

        On June 15, 2018, the Maine Public Utilities Commission issued an order to postpone, without rescheduling, the initial case conference originally scheduled for June 20 regarding the application by The Maine Water Company, a wholly owned subsidiary of CTWS, for approval of a proposed reorganization that would occur as a result of the Proposed SJW Merger. Additionally, the order of the Maine Public Utilities Commission required The Maine Water Company to file a status report by July 23, 2018, that includes, among other things, a response to the assertion that The Maine Water Company should withdraw such application and refile it after the California Water Service Group's tender offer for SJW has expired and a discussion about why the Maine Public Utilities Commission should not follow the CT PURA's lead and dismiss the application without prejudice on the basis that it is not ripe for review due to the addition of the go-shop provision in the SJW Merger Agreement.

        On June 18, 2018, CTWS issued a press release announcing that the CTWS Board had unanimously determined to terminate the go-shop process after CTWS did not receive any indications of interest or proposals and reaffirmed its rejection of Eversource's proposal and its commitment to the Proposed SJW Merger.

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        On June 19, 2018, Eversource issued a press release criticizing the go-shop process undertaken by CTWS as flawed and ineffective in soliciting even a single additional indication of interest in CTWS, designed only to entrench the Proposed SJW Merger, and reaffirming its commitment to its superior proposal to acquire CTWS and its willingness to deliver further value to CTWS shareholders through CTWS's receipt or avoidance of termination fees.

        On June 19, 2018, CTWS sent a letter to CT PURA withdrawing the joint application of SJW and CTWS to approve the Proposed SJW Merger in Connecticut.

        On June 20, 2018, a representative of Eversource's financial advisor contacted a representative of CTWS's financial advisor to propose a meeting between Mr. Benoit and Mr. Judge to discuss a potential combination with CTWS. CTWS accepted the meeting.

        On June 29, 2018, Ms. Wallace and Mr. Benoit of CTWS met with Mr. Judge to discuss Eversource's continued interest in a combination with CTWS. During the meeting, Eversource presented a revised proposal to acquire CTWS for $64.00 per share in cash or in Eversource common shares, at the election of CTWS shareholders.

        On July 2, 2018, Eversource delivered to Mr. Benoit its revised proposal in writing. The July 2, 2018 revised written proposal appears below:

        July 2, 2018

        Dear David:

        Thank you and Carol for the meeting on June 29. It was nice to meet you both. I very much appreciated the opportunity to discuss our interest in Connecticut Water, discuss the great potential for the combined company, and discuss what we believe to be a superior proposal compared to your proposed transaction with SJW Group.

        As mentioned at our meeting, I am submitting in writing a revised proposal to acquire Connecticut Water under terms we believe are in the best interest of the customers, employees, suppliers, local communities and shareholders of Connecticut Water due to the greater benefits achievable through an Eversource transaction. We think that both the terms of our improved superior proposal and the environment in which you evaluate our improved proposal are very important considerations.

        Eversource proposes to acquire all the outstanding shares of Connecticut Water common stock for $64.00 per share in cash and/or in Eversource common stock at the election of Connecticut Water shareholders. If your proposed transaction with SJW is terminated with no break fees payable by you, we would increase our offer to $66.00 per Connecticut Water share. Additionally, as a tangible sign of our commitment to a quick and efficient transaction close, we would be willing to offer an incremental "ticking fee" should Eversource not achieve all required regulatory approvals within eight months of deal announcement. This "ticking fee" would result in a $0.50 per share increase to the offer price paid to Connecticut Water shareholders for each subsequent calendar quarter required to close the transaction following the eight-month deadline.

        Connecticut Water shareholders electing to receive Eversource stock as consideration would realize the equivalent of a 76% dividend uplift based on the $64.00 per share base offer, the closing price of Eversource's common stock on June 29, 2018, and the annualized quarterly cash dividend of $0.3125 per share declared by Connecticut Water on May 10, 2018.

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        Our proposal also commits to the following benefits for Connecticut Water customers, employees, suppliers and local communities post-closing:

        These substantial improvements are intended to convey a very clear message that we respect and value the Connecticut Water Platform and we believe that this transaction is materially better for all constituents than the contemplated transaction with SJW. In addition, we believe this improved offer represents a superior alternative to Connecticut Water's standalone proposition.

        Eversource has a market capitalization of approximately $19 billion and is an A+ rated company by Standard & Poor's, making Eversource a strong financial partner for the transaction. There would be no financing contingency as part of the transaction.

        Eversource has consistently demonstrated credibility, expertise, and responsiveness in its proceedings before the Connecticut Public Utilities Regulatory Authority and other regulatory bodies and has a strong track record for successful regulatory outcomes. In particular, Eversource has considerable experience in obtaining regulatory approvals required for utility mergers and acquisitions. This is evidenced through our recent acquisition of Aquarion Water Company, for which we obtained regulatory approvals in four states (including Connecticut and Maine) and completed the transaction within five months from the regulatory filing date and within six months from the announcement of the transaction. Additionally, Eversource is uniquely positioned to create substantial benefits for customers served by Connecticut Water, while preserving local ownership and accountability.

        In summation, Eversource's combination with Connecticut Water would be a compelling, superior alternative to the SJW transaction for Connecticut Water's customers, employees, suppliers, communities and shareholders. An Eversource transaction would also leverage the geographical proximity of the Connecticut Water and Aquarion systems to enable cost-effective infrastructure investment and support regional economic growth.

        I have reviewed this opportunity with Eversource Board members who support the submission of this proposal. For the time being, we are planning to keep this proposal confidential to allow the Connecticut Water Board and its advisors ample time to analyze and engage with us constructively. We would appreciate your response by July 9, 2018. We are prepared to engage with you immediately and to reach a definitive agreement as expeditiously as possible. For the avoidance of doubt, this proposal is a non-binding indication of interest, subject to confirmatory due diligence, which we believe can be completed expeditiously and within two weeks of receiving access to your data room. A binding obligation with respect to this transaction will result only from the execution of a definitive agreement containing terms and conditions that are mutually acceptable to the parties.

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        We look forward to your prompt response.

        On July 7, 2018, Ms. Wallace and Mr. Benoit of CTWS telephoned Mr. Judge to inform him that the CTWS Board had unanimously determined that Eversource's revised written proposal for the acquisition of CTWS did not constitute a superior proposal as compared to the Proposed SJW Merger.

        On July 7, 2018, CTWS delivered a written letter to Mr. Judge reiterating that the CTWS Board had unanimously determined that Eversource's revised written proposal for the acquisition of CTWS did not constitute a superior proposal as compared to the Proposed SJW Merger and stating that it would be prepared to engage in discussions with Eversource if Eversource submitted a proposal that exceeded $69.50 per CTWS share by July 12, 2018.

        On July 10, 2018, Eversource's financial advisor had a telephone meeting with CTWS's financial advisor during which Eversource's financial advisor emphasized its strong belief that both Eversource's $63.50 initial and current $64.00 per CTWS share proposals are superior to the Proposed SJW Merger. Eversource's financial advisor additionally noted its confusion over number valuations provided by CTWS's financial advisor.

        On July 11, 2018, Mr. Judge telephoned Mr. Benoit to inform him that Eversource intended to deliver to CTWS a written letter in response to CTWS's July 7, 2018 written communication. Later that day, Eversource delivered a written letter to Mr. Benoit noting Eversource's disappointment with CTWS's unwillingness to substantially engage with Eversource regarding Eversource's revised written proposal. The July 11, 2018 written letter appears below:

        July 11, 2018

        Dear David:

        Thank you and Carol for the call and subsequent letter on July 7. We appreciate your swift response to our improved proposal that included a price increase to $64.00 and substantial customer, charitable and other commitments. We were very disappointed with your unwillingness to substantially engage and surprised by your ask, and the lack of rationale for our bid having to exceed $69.50 per share for you to engage in discussions.

        We firmly believe that our revised proposal to acquire all of the outstanding shares of Connecticut Water common stock for $64.00 per share in cash and/or in Eversource common stock, along with the 76% dividend uplift and the extensive and specific customer, employee, and charitable benefits, is superior compared to your proposed sale to San Jose Water that has questionable benefits for all constituents. We continue to struggle to envision the synergies required to justify your valuation ask that would be derived from combining two utilities on opposite sides of the country. The trading prices currently in the market certainly imply the expectation that your transaction with San Jose Water will not close.

        Additionally, we believe our revised offer of $64.00 per share is also clearly superior to your standalone valuation. As disclosed in your SEC filings, your own advisor Wells Fargo valued

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Connecticut Water at a midpoint discounted cash flow of $50.90 per share. Our offer represents a 26% premium to your own advisor's midpoint DCF valuation and represents an extremely compelling 27.5x multiple to Connecticut Water's estimated 2018 earnings per share, which is at the high end of recent utility transactions. We are confident that your shareholders will also find our offer compelling.

        Furthermore, we have included a meaningful ticking fee if our transaction takes longer than 8 months to get regulatory approval and we have stated that should you and San Jose Water mutually terminate your agreement and eliminate any termination fees to be paid, we would increase our offer to $66.00 per share, delivering further value to your shareholders.

        We strongly prefer to negotiate privately and encourage you to reconsider what we think is an unreasonable ask of at least $69.50 per share to engage. In your recent letter to us, you set a deadline of July 12 for our response. We'd ask that you please respond by close of business on that date if there is a more reasonable position to discuss.

        Regards,

        On July 12, 2018, CTWS responded to Eversource by delivering a written letter to Mr. Judge reiterating that the CTWS Board had unanimously determined that Eversource's revised written proposal did not constitute a superior proposal as compared to the Proposed SJW Merger and its belief that an offer equal to or greater than $69.50 per CTWS share was a reasonable counter proposal.

        On July 13, 2018, CTWS issued a press release confirming receipt of Eversource's revised written proposal, reiterating that the CTWS Board has unanimously determined that Eversource's revised proposal was not a superior proposal, and stating that there is no basis for discussions with Eversource unless Eversource is willing to make a proposal of at least $69.50 per CTWS share.

        On July 13, 2018, Eversource issued a press release reaffirming its commitment to what it believes would be a superior proposal and confirming the full terms of its revised written proposal to acquire CTWS for $64.00 per share (with an increase to $66.00 per share if the Proposed SJW Merger is terminated without break fees payable by CTWS and a contingent incremental "ticking fee" designed to convey Eversource's commitment to a quick and efficient transaction close) and additional value to all CTWS constituents through specific commitments to customers, communities and employees—including a base rate freeze for customers through 2022, the doubling of CTWS's charitable contributions to communities it serves, and the retention of key executives and employees. Eversource also criticized CTWS's counter proposal of $69.50 per CTWS share as inconsistent with CTWS's own previously disclosed financial analysis as well as current marked trading dynamics.

        On July 16, 2018, CTWS issued a press release restating the terms of Eversource's revised written proposal to acquire CTWS for $64.00 per share (with an increase to $66.00 per share if the Proposed SJW Merger is terminated without break fees payable by CTWS) and reaffirming its rejection of Eversource's proposal and its commitment to the Proposed SJW Merger.

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CERTAIN INFORMATION REGARDING THE PROPOSED SJW MERGER

        At the Special Meeting, CTWS shareholders as of the Record Date will vote on whether to approve the SJW Merger Agreement and the Proposed SJW Merger. According to the CTWS and SJW Proxy Statement, subject to the terms and conditions of the merger agreement, at the effective time of the merger, Hydro Sub, Inc. would be merged with and into CTWS. CTWS would survive the merger as a wholly owned subsidiary of SJW. Upon completion of the Proposed SJW Merger, SJW and CTWS, and their respective subsidiaries, would operate as a combined company initially under the name "SJW Group." CTWS shareholders would have the right to receive 1.1375 shares of SJW common stock for each share of CTWS common stock that is issued and outstanding immediately prior to the effective time of the merger.

        We encourage you to read the full text of the SJW Merger Agreement, since such agreement, and not this summary, governs the Proposed SJW Merger. The SJW Merger Agreement, as amended and restated on May 30, 2018, is filed as Exhibit 2.1 to the CTWS Form 8-K filed with the SEC on May 31, 2018 and can be found at the SEC's website (www.sec.gov). The terms and conditions of the Proposed SJW Merger include the following.

Conditions to the Proposed SJW Merger

        According to the CTWS and SJW Proxy Statement, the respective obligations of each of SJW, Hydro Sub, Inc. and CTWS to consummate the Proposed SJW Merger will be subject to the satisfaction or written waiver at or prior to the effective time of the SJW Merger of the following conditions:

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        According to the CTWS and SJW Proxy Statement, the obligations of each of SJW and Hydro Sub, Inc., on the one hand, and CTWS, on the other hand to consummate the Proposed SJW Merger is subject to the satisfaction or waiver of each of the following additional conditions:

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Termination; Termination Fees

        According to the CTWS and SJW Proxy Statement, the SJW Merger Agreement may be terminated at any time prior to the effective time of the Proposed SJW Merger, before or after the receipt of the required shareholder approvals, under the following circumstances:

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        According to the CTWS and SJW Proxy Statement, if the SJW Merger Agreement is terminated, it will become void and of no further effect, with no liability on the part of any party (or any shareholder, director, officer, employee, agent or representative of such party) to any other party, except with respect to certain provisions regarding the termination fee and other general matters which will remain in full force and effect. Notwithstanding the foregoing, according to the CTWS and SJW Proxy Statement, each party shall remain liable for any liabilities or damages caused by such party to the extent such liabilities or damages were the result of fraud, willful misconduct, intentional misrepresentation or intentional breach by such party of any covenant or agreement set forth in the SJW Merger Agreement.

        According to the CTWS and SJW Proxy Statement, each party to the SJW Merger Agreement will generally pay its own fees and expenses in connection with the Merger, whether or not the Proposed

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SJW Merger is completed. However, according to the CTWS and SJW Proxy Statement, CTWS must pay SJW a termination fee of $28.1 million if:

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        CTWS will be obligated to reimburse SJW for certain fees and expenses in an amount not to exceed $5 million if either CTWS or SJW terminates the SJW Merger Agreement because CTWS shareholders fail to approve the SJW Merger Agreement. If any termination fee is later payable by CTWS to SJW, the amount of such termination fee payable by CTWS will be reduced by the expense reimbursement amount actually paid by CTWS to SJW.

        WE ARE SOLICITING PROXIES FROM CTWS SHAREHOLDERS TO VOTE "AGAINST" THE SJW MERGER PROPOSAL, "AGAINST" THE COMPENSATION PROPOSAL AND "AGAINST" THE ADJOURNMENT PROPOSAL. WE BELIEVE THE PROPOSED SJW MERGER DOES NOT PROVIDE ADEQUATE VALUE TO CTWS SHAREHOLDERS. WE BELIEVE OUR $64.00 PER SHARE CASH AND/OR COMMON SHARES (AT THE ELECTION OF CTWS SHAREHOLDERS) PROPOSAL WOULD BE A SUPERIOR ALTERNATIVE FOR CTWS SHAREHOLDERS TO THE ALL-STOCK SJW MERGER PROPOSAL BECAUSE, AMONG OTHER THINGS, OUR PROPOSAL PROVIDES GREATER VALUE FOR CTWS SHAREHOLDERS THAN THE PROPOSED SJW MERGER. THE FINAL TERMS OF A TRANSACTION WITH EVERSOURCE, INCLUDING THE FINAL CONSIDERATION THAT WOULD BE RECEIVED BY CTWS SHAREHOLDERS, HAVE YET TO BE DETERMINED AND ARE SUBJECT TO DISCUSSION AND NEGOTIATION WITH CTWS. WE BELIEVE THAT A VOTE "AGAINST" THE SJW MERGER PROPOSAL WILL SEND A MESSAGE TO THE CTWS BOARD THAT CTWS SHAREHOLDERS DO NOT SUPPORT THE PROPOSED SJW MERGER AND THAT THE CTWS BOARD SHOULD GIVE CONSIDERATION TO OTHER OFFERS THAT IT RECEIVES, INCLUDING THE EVERSOURCE PROPOSAL.

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CERTAIN INFORMATION REGARDING EVERSOURCE

        Eversource Energy is a Massachusetts unincorporated voluntary business association, with its principal offices located at 300 Cadwell Drive, Springfield, Massachusetts 01104. Eversource's common shares are listed on the New York Stock Exchange under the symbol "ES." As of the date of this proxy statement, Eversource has a market capitalization of approximately $19 billion.

        Eversource is a public utility holding company subject to regulation by the FERC under the Public Utility Holding Company Act of 2005. Eversource is engaged primarily in the energy delivery business through the following wholly-owned utility subsidiaries:

        In December 2017, Eversource announced the successful completion of its acquisition of Aquarion Water Company, a Connecticut-based water utility whose service territory is in close proximity to CTWS' service territory. Eversource obtained regulatory approvals for the Aquarion transaction in four states and completed the transaction within five months from the regulatory filing date and within six months from the announcement of the transaction.

        The names of the trustees and officers of Eversource who are considered to be participants in this proxy solicitation and certain other information are set forth in Schedule I hereto. Other than as set forth herein, neither Eversource nor any of the participants set forth on Schedule I hereto has any substantial interest, direct or indirect, by security holdings or otherwise, in the Proposed SJW Merger.

        As of the date hereof, Eversource beneficially owns 47,100 CTWS shares held by its wholly owned subsidiary, Rocky River, which is the record holder of 100 of such CTWS shares.

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 OTHER PROPOSALS TO BE PRESENTED AT THE SPECIAL MEETING

        Each of the proposals to be submitted at the Special Meeting is designed to facilitate the approval of the Proposed SJW Merger and the adoption of the SJW Merger Agreement. Eversource recommends that CTWS shareholders vote in opposition to the Proposed SJW Merger and specifically vote "AGAINST" the SJW Merger Proposal, the Compensation Proposal and the Adjournment Proposal.

        YOU CAN CAST YOUR VOTE WITH RESPECT TO ALL PROPOSALS TO BE CONSIDERED AT THE SPECIAL MEETING ON OUR BLUE PROXY CARD. WE URGE YOU NOT TO RETURN ANY PROXY CARD THAT YOU RECEIVE FROM CTWS.

        Other than as set forth above, Eversource is not currently aware of any other proposals to be brought before the Special Meeting. Should other proposals be brought before the Special Meeting, the persons named on the BLUE proxy card will abstain from voting on such proposals unless such proposals adversely affect the interests of Eversource as determined by Eversource in its sole discretion, in which event such persons will vote on such proposals in their discretion.

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 VOTING PROCEDURES

        According to the CTWS and SJW Proxy Statement, as of the Record Date, there were [    ·    ] CTWS shares entitled to vote at the Special Meeting. Each outstanding CTWS share is entitled to three votes on each proposal and any other matter properly coming before the Special Meeting.

        A quorum of shareholders is necessary to hold the Special Meeting. Shareholders who hold shares representing at least a majority of the shares of common stock issued and outstanding as of the close of business on the Record Date and entitled to vote at the Special Meeting must be present in person or represented by proxy to constitute a quorum for the transaction of business at the meeting. If a quorum is not present at the Special Meeting, the CTWS shareholders present in person or by proxy may adjourn to such future time as shall be agreed upon by them, and notice of such adjournment shall be given to the shareholders not present or represented at the meeting.

        Abstentions and broker non-votes will be included in the calculation of the number of CTWS shares represented at the Special Meeting for purposes of determining whether a quorum has been achieved.

        CTWS shareholders may vote "FOR" or "AGAINST," or you may "ABSTAIN" from voting on, the SJW Merger Proposal. Approval of the SJW Merger Agreement requires the affirmative vote of the holders of two-thirds of the outstanding CTWS shares. Because the vote on the SJW Merger Proposal is based on the total number of shares outstanding, abstentions, failures to vote and broker non-votes will have the effect of a vote against this proposal.

        CTWS shareholders may vote "FOR" or "AGAINST," or you may "ABSTAIN" from voting on, the Compensation Proposal. The non-binding, advisory Compensation Proposal will be approved if the votes favoring the action cast by the shareholders entitled to vote thereon exceed the votes opposing the action cast by the shareholders entitled to vote thereon, although such vote will not be binding on CTWS. Abstentions, failures to vote and broker non-votes will have no effect on this proposal.

        CTWS shareholders may vote "FOR" or "AGAINST," or you may "ABSTAIN" from voting on, the Adjournment Proposal. The Adjournment Proposal will be approved if a majority of CTWS shares, present in person or represented by proxy and entitled to vote on the subject matter, vote in favor of the proposal, whether or not a quorum is present. The proposal will be approved if the votes favoring the action cast by the shareholders entitled to vote thereon exceed the votes opposing the action cast by the shareholders entitled to vote thereon. Abstentions, failures to vote and broker non-votes will have no effect on this proposal.

        Shareholder of Record.    If you are a CTWS shareholder of record you may use the enclosed BLUE proxy card(s) to tell the persons named as proxies how to vote your shares. If you properly complete, sign and date your BLUE proxy card(s), your shares will be voted in accordance with your instructions. The named proxies will vote all shares at the meeting for which proxies have been properly submitted and not revoked. If you sign and return your BLUE proxy card(s) but do not mark your card(s) to tell the proxies how to vote, your shares will be voted "AGAINST" the SJW Merger Proposal, the Compensation Proposal and the Adjournment Proposal.

        Street Name.    If your shares are held in an account through a broker, bank or other nominee, you must instruct the broker, bank or other nominee how to vote your shares by following the instructions that the broker, bank or other nominee provides you along with this proxy statement/prospectus. In accordance with New York Stock Exchange rules, if you do not provide voting instructions to your bank, broker or other nominee, your shares will not be voted on any proposal on which your bank, broker or other nominee does not have discretionary authority to vote. This is referred to in this proxy statement/prospectus and in general as a "broker non-vote." In these cases, the bank, broker or other nominee will not be able to vote your shares on those matters for which specific authorization is required; if there is a broker non-vote, your shares will be treated as present at the special meeting for

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purposes of determining the presence of a quorum. Brokers do not have discretionary authority to vote on any of the proposals.

        Only CTWS shareholders (or their duly appointed proxies) of record on the Record Date are eligible to vote in person or submit a proxy.

        YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO ITS EXERCISE BY ATTENDING THE SPECIAL MEETING AND VOTING IN PERSON, BY SUBMITTING A DULY EXECUTED, LATER DATED PROXY BY INTERNET OR TELEPHONE OR BY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD OR BY SUBMITTING A WRITTEN NOTICE OF REVOCATION TO EITHER (A) EVERSOURCE, CARE OF D.F. KING & CO., INC., 48 WALL STREET, 22ND FLOOR, NEW YORK, NEW YORK 10005, OR (B) THE PRINCIPAL EXECUTIVE OFFICES OF CTWS AT 93 WEST MAIN STREET, CLINTON, CONNECTICUT 06143. A REVOCATION MAY BE IN ANY WRITTEN FORM VALIDLY SIGNED BY THE RECORD HOLDER AS LONG AS IT CLEARLY STATES THAT THE PROXY PREVIOUSLY GIVEN IS NO LONGER EFFECTIVE. SHAREHOLDERS WHO HOLD THEIR CTWS SHARES IN A BANK OR BROKERAGE ACCOUNT WILL NEED TO NOTIFY THE PERSON RESPONSIBLE FOR THEIR ACCOUNT TO REVOKE OR WITHDRAW PREVIOUSLY GIVEN INSTRUCTIONS. WE REQUEST THAT A COPY OF ANY REVOCATION SENT TO CTWS OR ANY REVOCATION NOTIFICATION SENT TO THE PERSON RESPONSIBLE FOR A BANK OR BROKERAGE ACCOUNT ALSO BE SENT TO EVERSOURCE, CARE OF D.F. KING & CO., INC., AT THE ADDRESS BELOW SO THAT EVERSOURCE MAY DETERMINE IF AND WHEN PROXIES HAVE BEEN RECEIVED FROM THE HOLDERS OF RECORD ON THE RECORD DATE OF A MAJORITY OF CTWS SHARES THEN OUTSTANDING, CONSTITUTING A QUORUM. UNLESS REVOKED IN THE MANNER SET FORTH ABOVE, SUBJECT TO THE FOREGOING, DULY EXECUTED PROXIES IN THE FORM ENCLOSED WILL BE VOTED AT THE SPECIAL MEETING AS SET FORTH ABOVE.

        BY EXECUTING THE BLUE PROXY CARD YOU ARE AUTHORIZING THE PERSONS NAMED AS PROXIES TO REVOKE ALL PRIOR PROXIES ON YOUR BEHALF.

        If you have any questions or require any assistance in voting your CTWS shares, please contact:

D.F. KING & CO., INC.
48 Wall Street, 22nd Floor
New York, New York 10005
Shareholders May Call Toll Free: (800) 967-5071
Banks and Brokers May Call Collect: (212) 269-5550
Email: ctws@dfking.com

23

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SOLICITATION OF PROXIES

        Except as set forth below, Eversource will not pay any fees or commissions to any broker, dealer, commercial bank, trust company or other nominee for the solicitation of proxies in connection with this solicitation.

        Proxies will be solicited by mail, telephone, facsimile, telegraph, the internet, e-mail, newspapers and other publications of general distribution and in person. Trustees and officers of Eversource listed on Schedule I hereto may assist in the solicitation of proxies without any additional remuneration (except as otherwise set forth in this Proxy Statement).

        Eversource has retained D.F. King & Co., Inc. ("D.F. King") for solicitation and advisory services in connection with solicitations relating to the Special Meeting, for which D.F. King may receive a fee of up to $200,000 for these services, in addition to reimbursing D.F. King for its reasonable out-of-pocket expenses. Eversource agreed to indemnify D.F. King against certain liabilities and expenses, including reasonable legal fees and related charges. D.F. King will solicit proxies for the Special Meeting from individuals, brokers, banks, bank nominees and other institutional holders. D.F. King expects that it may employ approximately [    ·    ] people in connection with the solicitation.

        The entire expense of soliciting proxies for the Special Meeting by or on behalf of Eversource is being borne by Eversource. Eversource currently estimates that the total expenses that Eversource will incur in connection with the solicitation of proxies against the proposals at the Special Meeting will be $[    ·    ]. As of the date hereof, Eversource has incurred approximately $100,000 of solicitation expenses (due upon the filing of the final CTWS and SJW Proxy Statement).

        If you have any questions concerning this Proxy Statement or the procedures to be followed to execute and deliver a proxy, please contact D.F. King at the address or phone number specified above.

24

Table of Contents


 FORWARD-LOOKING STATEMENTS

        This Proxy Statement contains Eversource's expectations, beliefs, plans, objectives, goals, strategies, assumptions of future events, future financial performance or growth and other statements that are not historical facts, including statements with respect to plans and intentions regarding the Eversource Proposal and the anticipated results and benefits from the transaction. These statements are "forward-looking statements." In some cases, readers can identify these forward-looking statements through the use of words or phrases such as "estimate," "expect," "anticipate," "intend," "plan," "project," "believe," "forecast," "should," "could" and other similar expressions.

        We can give no assurance that such expectations will prove to have been correct. Actual results could differ materially as a result of a variety of risks and uncertainties, many of which are outside of the control of management. These risks and uncertainties include, but are not limited to the following: that we may fail to reach agreement on terms of a potential transaction with CTWS, or fail to complete any such transaction on a timely basis or on favorable terms; negative effects on CTWS's business resulting from the pendency of the merger proposals; that we may not receive regulatory approvals within the expected timeframe; and that we may not be able to close the proposed transaction with CTWS promptly and effectively, or at all. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update or revise any of them in light of new information, future events or otherwise.

25

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 OTHER INFORMATION

        The information concerning CTWS and the Proposed SJW Merger contained herein (including Schedule II) has been taken from, or is based upon, publicly available documents on file with the SEC and other publicly available information. Although Eversource has no knowledge that would indicate that statements relating to CTWS or the Proposed SJW Merger Agreement contained in this Proxy Statement, in reliance upon publicly available information, are inaccurate or incomplete, to date it has not had access to the books and records of CTWS, was not involved in the preparation of such information and statements and is not in a position to verify any such information or statements. See Schedule II for information regarding persons who beneficially own more than 5% of the CTWS shares and the ownership of the CTWS shares by the directors and officers of CTWS. There can be no assurance that the Eversource Proposal will be consummated or, if ultimately consummated, the final terms thereof.

        Pursuant to Rule 14a-5 promulgated under the Securities Exchange Act of 1934, as amended, reference is made to CTWS and SJW's proxy statement for information concerning the SJW Merger Agreement, the Proposed SJW Merger, financial information regarding CTWS, CTWS and the proposed combination of CTWS and SJW, the proposals to be voted upon at the Special Meeting, other information concerning CTWS's management, the procedures for submitting proposals for consideration at the next annual meeting of CTWS shareholders and certain other matters regarding CTWS and the Special Meeting.

        CTWS files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any of this information filed with the SEC at the SEC's public reference room:

Public Reference Room
100 F Street, N.E.
Room 1580
Washington, D.C. 20549

        For information regarding the operation of the Public Reference Room, you may call the SEC at 1-800-SEC-0330. These filings made with the SEC are also available to the public through the website maintained by the SEC at http://www.sec.gov or from commercial document retrieval services. You may obtain documents filed with the SEC by requesting them in writing or by telephone from D.F. King & Co., Inc. at the following address:

48 Wall Street, 22nd Floor
New York, New York 10005
Shareholders May Call Toll Free: (800) 967-5071
Banks and Brokers May Call Collect: (212) 269-5550
Email: ctws@dfking.com

        If you would like to request documents, in order to ensure timely delivery, you must do so at least five business days before the Special Meeting. Eversource will mail properly requested documents to requesting shareholders by first class mail, or another equally prompt means, within one business day after receipt of such request. You can also get more information by visiting CTWS's website at https://www.ctwater.com/. Materials from these websites and other websites mentioned in this Proxy Statement are not incorporated by reference in this Proxy Statement. If you are viewing this Proxy Statement in electronic format, each of the URLs mentioned in this Proxy Statement is an active textual reference only.

        THIS PROXY STATEMENT RELATES SOLELY TO THE SOLICITATION OF PROXIES WITH RESPECT TO THE SPECIAL MEETING AND IS NOT A SOLICITATION OF PROXIES WITH RESPECT TO ANY EVERSOURCE PROPOSAL.

26

Table of Contents

        WE URGE YOU NOT TO RETURN ANY GREEN PROXY CARD YOU RECEIVE FROM CTWS—EVEN AS A PROTEST VOTE AGAINST THE PROPOSED SJW MERGER. EVEN IF YOU PREVIOUSLY HAVE SUBMITTED A GREEN PROXY CARD FURNISHED BY CTWS, IT IS NOT TOO LATE TO CHANGE YOUR VOTE BY INTERNET OR TELEPHONE OR SIMPLY BY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD. WE URGE YOU TO VOTE BY INTERNET OR TELEPHONE OR BY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD TO US TODAY.

        WHETHER OR NOT YOU INTEND TO ATTEND THE SPECIAL MEETING, YOUR PROMPT ACTION IS IMPORTANT. MAKE YOUR VIEWS CLEAR TO THE CTWS BOARD BY VOTING "AGAINST" THE SJW MERGER PROPOSAL, "AGAINST" THE COMPENSATION PROPOSAL AND "AGAINST" THE ADJOURNMENT PROPOSAL BY TELEPHONE OR INTERNET OR BY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD TODAY. A VOTE "AGAINST" THE SJW MERGER PROPOSAL, "AGAINST" THE COMPENSATION PROPOSAL AND "AGAINST" THE ADJOURNMENT PROPOSAL WILL NOT OBLIGATE YOU TO VOTE FOR ANY EVERSOURCE PROPOSAL. HOWEVER, IF THE PROPOSED SJW MERGER OCCURS, THE EVERSOURCE PROPOSAL WILL BE WITHDRAWN.

        YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.

        This communication does not constitute an offer to buy or solicitation of any offer to sell securities of Eversource Energy. This communication relates to a proposal that Eversource Energy has made for a business combination transaction with Connecticut Water Services, Inc. In furtherance of this proposal and subject to future developments, if Eversource and CTWS agree on a negotiated transaction, Eversource and CTWS may file one or more registration statements, tender offer statements, prospectuses, proxy statements or other documents with the SEC. This communication is not a substitute for any registration statement, prospectus, proxy statement or other document Eversource and/or CTWS may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF EVERSOURCE AND CTWS ARE URGED TO READ CAREFULLY THE REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT(S), PROSPECTUS(ES), PROXY STATEMENT(S) AND OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT EVERSOURCE, CTWS AND THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC's web site at www.sec.gov or by directing a request to Eversource's Investor Relations department at (860) 665-5154 or by email to jeffrey.kotkin@eversource.com.

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 IMPORTANT VOTING INFORMATION

        1.     If your CTWS shares are held in your own name, please submit your proxy to us TODAY by following the instructions on the enclosed BLUE proxy card by internet or telephone, or by signing, dating and returning the enclosed BLUE proxy card to Eversource, c/o First Coast Results, Inc., P.O. Box 3672, Ponte Vedra Beach, FL 32004-9911, in the postage-paid envelope provided.

        2.     If your CTWS shares are held in "street-name," only your broker or bank can vote your CTWS shares and only upon receipt of your specific instructions. If your CTWS shares are held in "street-name," deliver the enclosed BLUE voting instruction form to your broker or bank or contact the person responsible for your account to vote on your behalf and to ensure that a BLUE proxy card is submitted on your behalf. If your broker or bank or contact person responsible for your account provides for voting instructions to be delivered to them by internet or telephone, instructions will be included on the enclosed BLUE voting instruction form. We urge you to confirm in writing your instructions to the person responsible for your account and to provide a copy of those instructions to Eversource, c/o D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005, so that Eversource will be aware of all instructions given and can attempt to ensure that such instructions are followed.

        3.     Do not sign or return any green proxy card you may receive from CTWS. If you have already submitted a green proxy card, you have every right to change your vote—use the BLUE proxy card to vote TODAY by internet or telephone or simply sign, date and return the BLUE proxy card. Only your latest dated proxy counts.

        4.     Only CTWS shareholders of record as of the close of business on the Record Date are entitled to vote at the Special Meeting. We urge each shareholder to ensure that the holder of record of his, her or its CTWS shares signs, dates, and returns the enclosed BLUE proxy card as soon as possible.

        If you have any questions or require any assistance in voting your CTWS shares, please contact:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Shareholders May Call Toll Free: (800) 967-5071
Banks and Brokers May Call Collect: (212) 269-5550
Email: ctws@dfking.com

28

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SCHEDULE I

INFORMATION CONCERNING TRUSTEES AND OFFICERS OF EVERSOURCE AND OTHER PERSONS WHO ARE PARTICIPANTS AND INTERESTS OF PARTICIPANTS

Trustees and Named Executive Officers of Eversource and Other Persons Who Are Participants

        The following table sets forth the name of each trustee and officer of Eversource who is a participant in the solicitation. Unless otherwise indicated, the current business address of each person is c/o Eversource Energy, 300 Cadwell Drive, Springfield, Massachusetts 01104.

Name
  Present Position with Eversource
James J. Judge   Chairman, President and Chief Executive Officer

Philip J. Lembo
 
Executive Vice President and Chief Financial Officer

Leon J. Olivier
 
Executive Vice President, Enterprise Energy Strategy and Business Development

Werner J. Schweiger
 
Executive Vice President and Chief Operating Officer

Gregory B. Butler
 
Executive Vice President and General Counsel

 

Name
  Present Position with Eversource or Other Principal
Occupation or Employment
Cotton M. Cleveland   Trustee; President of Mather Associates

Sanford Cloud, Jr. 
 
Trustee; Chairman and Chief Executive Office of The Cloud Company, LLC

James S. DiStasio
 
Trustee

Francis A. Doyle
 
Trustee; President and Chief Executive Officer of Connell Limited Partnership

Linda Dorcena Forry
 
Trustee; Vice President of Diversity, Inclusion and Community Relations, Northeast Region, of Suffolk Construction

John Y. Kim
 
Trustee; President of New York Life Insurance Company

Kenneth R. Leibler
 
Trustee; Chair of the Board of The Putman Mutual Funds

William C. Van Faasen
 
Trustee

Frederica M. Williams
 
Trustee; President and Chief Executive Officer of Whittier Street Health Center

Dennis R. Wraase
 
Trustee

Interests of Participants and Other Potential Participants

        No individual listed above has a substantial interest, direct or indirect, by security holdings or otherwise, in the matters to be acted upon pursuant to the Proxy Statement other than as set forth below:

        As of the date hereof, Eversource beneficially owns 47,100 CTWS shares held by its wholly owned subsidiary, Rocky River.

Sched. I-1

Table of Contents


SCHEDULE II

COMMON STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

        The following tables are reprinted from the amended CTWS and SJW Proxy Statement filed with the SEC on June 25, 2018:

Security Ownership of Certain Beneficial Owners and Management

        The following table lists, to CTWS's knowledge, the beneficial ownership of CTWS's capital stock and the nature of such ownership for each director and nominee for director, for each named executive officer, for all executive officers and directors of CTWS as a group, and for each person who beneficially owns in excess of five percent of the outstanding shares of any class of CTWS's voting securities. Except for shares that are subject to performance-based restricted stock unit awards as indicated in the table's footnotes, which shares are not issued, or unless otherwise noted, each holder has sole voting and dispositive power with respect to the shares listed. All information is given as of May 25, 2018, and assumes that shares which the named person has a contractual right to acquire within 60 days have been acquired and are outstanding. The beneficial ownership percentages have been calculated based on 12,092,414 shares of CTWS common stock outstanding (including 220,491 CTWS common stock equivalent shares awarded under the CTWS 2014 Performance Stock Program, the CTWS 2004 Performance Stock Program and the CTWS 1994 Performance Stock Program) as of such date.

        The total insider ownership, individually and as a group, is less than 5% of the outstanding shares of CTWS common stock.

Security Ownership of Directors and Named Executive Officers of CTWS

Name of Beneficial Owners
  Total Amount of
CTWS Common
Stock Beneficially
Owned 		  Percent of CTWS
Common Stock
Outstanding 		 

David C. Benoit(1)

     44,792     **  

Robert J. Doffek(2)

     1,215     **  

Richard H. Forde*(3)

     2,276     **  

Mary Ann Hanley*(3)

     7,013     **  

Heather Hunt*(3)

     6,311     **  

Bradford A. Hunter*(3)

     1,675     **  

Kristen A. Johnson(4)

     16,174     **  

Craig J. Patla(5)

     8,811     **  

Lisa J. Thibdaue*(3)

     6,372     **  

Eric W. Thornburg(6)

     152,411     **  

Carol P. Wallace*(3)(8)

     7,612     **  

Maureen P. Westbrook(7)

     37,781     **  

Ellen Wolf*(3)

     1,675     **  

Total Directors, Nominees, and Executive Officers (13 persons) As a Group

     147,185     1.22 %
*
denotes non-employee director

**
indicates ownership of less than 1% of the class of securities

(1)
Includes 26,183 deferred share unit awards, 8,173 performance-based restricted stock unit awards (of which 309 are restricted share unit awards) and 10,436 directly-owned shares.

Sched. II-1

Table of Contents

(2)
Includes 402 deferred share unit awards, 534 performance-based restricted stock unit awards (of which 166 are restricted share unit awards) and 279 directly-owned shares.

(3)
Includes 323 shares of restricted stock under the CTWS 2014 Performance Stock Program that will vest on May 10, 2019.

(4)
Includes 12,497 deferred share unit awards, 2,677 performance-based restricted stock unit awards (of which 462 are restricted share unit awards) and 1,000 directly-owned shares.

(5)
Includes 3,122 deferred share unit awards, 1,769 performance-based restricted stock unit awards (of which 814 are restricted share unit awards), 453 directly-owned shares and 3,467 shares owned in CTWS's 401(k).

(6)
Includes 126,662 deferred share unit awards and 25,749 directly-owned shares. Mr. Thornburg resigned from his director and officer positions with CTWS effective September 28, 2017, and his last day of employment with CTWS was October 15, 2017. These shares are not included in the total amount of CTWS common stock beneficially owned by all executive officers and directors of CTWS as a group.

(7)
Includes 23,166 deferred share unit awards, 378 performance-based restricted stock unit awards (of which 377 are restricted share unit awards), 11,450 directly-owned shares and 2,787 shares owned in CTWS's 401(k) plan.

(8)
Ms. Wallace's spouse owns 1,120 shares.

Security Ownership of Other Beneficial Owners of CTWS

Name and Address of Beneficial Owner
  Title and Class   Shares
Beneficially
Owned 		  Percent of
CTWS
Common Stock
Outstanding 		 

BlackRock, Inc.
55 East 52nd Street
New York, NY 10055

   Common     852,846 (1)   7.05 %

The Vanguard Group
100 Vanguard Boulevard
Malvern, PA 19355

   Common     667,766 (2)   5.52 %
(1)
This information is solely based on a Schedule 13G/A filed with the SEC on January 29, 2018 by BlackRock, Inc. ("Blackrock"), which reflects ownership by BlackRock as a parent holding company. As reported on such Schedule 13G/A filed on January 29, 2018, BlackRock has sole voting power with respect to 828,085 and sole dispositive power with respect to 852,846 shares.

(2)
This information is solely based on a Schedule 13G/A filed with the SEC on February 9, 2018 by The Vanguard Group ("Vanguard"), which reflects ownership by Vanguard as a parent holding company. As reported on such Schedule 13G/A filed on February 9, 2018, Vanguard has sole voting power with respect to 13,219 shares, shared voting power with respect to 6,900 shares, sole dispositive power with respect to 648,447 shares and shared dispositive power with respect to 19,319 shares.

Sched. II-2

Table of Contents


 IMPORTANT

        If your CTWS shares are held in your own name, please use the BLUE proxy card to vote by internet or telephone or sign, date and return the enclosed BLUE proxy card today. If your CTWS shares are held in "street-name," only your broker or bank can vote your shares and only upon receipt of your specific instructions. Please return the enclosed BLUE voting instruction form to your broker or bank and contact the person responsible for your account to ensure that a BLUE proxy card is voted on your behalf. If your broker or bank provides for voting instructions to be delivered to them by internet or telephone, instructions will be included on the enclosed BLUE voting instruction form.

        We urge you not to sign any proxy card you may receive from CTWS, even as a protest vote against the Proposed SJW Merger.

        If you have any questions or require any assistance in voting your CTWS shares, please contact:


D.F. KING & CO., INC.
48 Wall Street, 22nd Floor
New York, New York 10005
Shareholders May Call Toll Free: (800) 967-5071
Banks and Brokers May Call Collect: (212) 269-5550
Email: ctws@dfking.com

Sched. II-3

 

(Preliminary Copy — Subject to Completion)

 

BLUE PROXY CARD

 

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

We encourage you to take advantage of internet or telephone voting.

Both are available 24 hours a day, 7 days a week.

Internet and telephone voting are available through 11:59 p.m., ET, on [Month] [Day], 2018.

 

 

VOTE BY INTERNET

WWW.FCRVOTE.COM/CTWS

 

Use the internet to transmit your voting instructions up until 11:59 p.m., ET, on [Month] [Day], 2018. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

 

OR

 

VOTE BY TELEPHONE

1-XXX-XXX-XXXX

 

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., ET, on [Month] [Day], 2018. Have your proxy card in hand when you call and then follow the instructions.

 

OR

 

VOTE BY MAIL

 

 

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided to: First Coast Results, Inc., P.O. Box 3672, Ponte Vedra Beach, FL 32004-9911.

 

 

 

 

If you vote your proxy by internet or by telephone, you do NOT need to mail back your proxy card. Your internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

 

 

 

 

 

CONTROL NUMBER

 

 

 

If submitting a proxy by mail, please sign and date the card below and fold and detach card at perforation before mailing.

 

CONNECTICUT WATER SERVICE, INC.

BLUE PROXY

 

EVERSOURCE ENERGY RECOMMENDS YOU VOTE “AGAINST” PROPOSALS 1, 2 AND 3.

 

1.  Approval of the Agreement and Plan of Merger, dated as of March 14, 2018 (the “SJW Merger Agreement”) among SJW Group, Inc. (“SJW”), a Delaware corporation, Hydro Sub, Inc., a Connecticut corporation and a direct wholly owned subsidiary of SJW Group Inc., and Connecticut Water Service, Inc. (“CTWS”), a Connecticut corporation, a copy of which is included as Annex A to the joint proxy statement/prospectus filed by CTWS and SJW.

AGAINST

 

o

ABSTAIN

 

o

FOR

 

o

 

 

 

 

2.  Approval, on a non-binding, advisory basis, of specific compensatory arrangements, between CTWS and its named executive officers relating to the merger, as described in the joint proxy statement/ prospectus filed by CTWS and SJW.

 

o

 

o

 

o

 

 

 

 

3. Approval to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the SJW Merger Agreement.

 

o

 

o

 

o

 

 

 

 

Signature

 

 

 

Signature (Capacity)

 

 

 

Date

 

PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

 


 

YOUR VOTE IS IMPORTANT.

 

PLEASE VOTE BY INTERNET OR TELEPHONE TO REGISTER
YOUR VOTE PROMPTLY. INSTRUCTIONS ON REVERSE SIDE.

 

YOUR TELEPHONE OR INTERNET VOTE MUST BE RECEIVED NO LATER THAN 11:59 P.M. EASTERN TIME, [MONTH] [DAY], 2018, TO BE INCLUDED IN THE VOTING RESULTS.

 

IF YOU HAVE NOT VOTED BY INTERNET OR TELEPHONE, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED.

 

The proxy statement, as well as other proxy materials distributed by the
participants, are available free of charge online at www.fcrvote.com/CTWS.

 

Continued and to be signed on the reverse side.

 

If submitting a proxy by mail, please sign and date the card on reverse and fold and detach card at perforation before mailing. 

[Preliminary Copy - Subject to Completion]

 

CONNECTICUT WATER SERVICE, INC.

 

SPECIAL MEETING OF SHAREHOLDERS

[Month] [Day], 2018.

 

Special Meeting of Shareholders of Connecticut Water Service, Inc. to be held on the date of the Special Meeting as determined by Connecticut Water Service, Inc. This Proxy is solicited on behalf of Eversource Energy in Opposition to the Proposed Merger of Connecticut Water Service, Inc. and SJW Group, Inc.

 

The undersigned hereby appoints James J. Judge, Philip J. Lembo and Gregory B. Butler, and each of them, as proxies, with full power of substitution, to vote all common shares which the undersigned has power to vote at the 2018 Special Meeting of Shareholders of Connecticut Water Service, Inc. to be held on the date of the Special Meeting as determined by Connecticut Water Service, Inc., and at any adjournment or postponement thereof, in accordance with the instructions set forth herein and with the same effect as though the undersigned were present in person and voting such shares. The proxies are authorized, in their discretion, to vote upon such other business as may properly come before the meeting.

 

IF PROPERLY EXECUTED THIS PROXY WILL BE VOTED “AGAINST” THE SJW MERGER PROPOSAL, THE COMPENSATION PROPOSAL AND THE ADJOURNMENT PROPOSAL (PROPOSALS 1-3) LISTED ON THE REVERSE SIDE OF THIS PROXY CARD UNLESS A CONTRARY VOTE IS INDICATED, IN WHICH CASE THE PROXY WILL BE VOTED AS DIRECTED.

 

YOUR VOTE IS IMPORTANT - PLEASE VOTE TODAY.

 

(Continued and to be signed and dated on the reverse side.)