connection with the proposed reclassification. STOCKHOLDERS OF CONSTELLATION ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain a free copy of the proxy statement/prospectus (when available), as well as other filings containing information about
Constellation, without charge, at the SECs website, www.sec.gov, and on Constellations Investor Relations website at https://ir.cbrands.com.
Participants in the Solicitation
The directors and
executive officers of Constellation and other persons may be considered participants in the solicitation of proxies from stockholders in connection with the proposed transaction. Information regarding Constellations directors and
executive officers is available in Constellations most recent proxy statement, dated May 27, 2022, for the Annual Meeting of Stockholders to be held on July 19, 2022, which was filed with the SEC on June 2, 2022 and
Constellations other filings with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be contained in the proxy statement/prospectus when it becomes
available.
Forward-Looking Statements
This
communication contains forward-looking statements. All statements other than statements of historical fact are forward-looking statements. The word expect, and similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such identifying words. These statements may relate to future plans and objectives of management and Constellations Board of Directors, as well as information concerning expected actions of
third parties. All forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those set forth in, or implied by, such forward-looking statements. No assurances can be given that any of the
events anticipated by the forward-looking statements will transpire or occur.
The forward-looking statements are based on managements current
expectations and should not be construed in any manner as a guarantee that such results will in fact occur. All forward-looking statements speak only as of the date of this communication and Constellation does not undertake any obligation to update
or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Statements in this communication
regarding Constellation and the reclassification transaction that are forward-looking, including projections as to the anticipated benefits of the proposed transaction, the impact of the proposed transaction on Constellations business and
future financial and operating results and capital structure following the closing of the proposed reclassification and the closing date for the proposed transaction, are based on managements estimates, assumptions and projections, and are
subject to significant uncertainties and other factors, many of which are beyond Constellations control. These factors include, among other things, (1) failure to receive the requisite approvals of Constellations shareholders
necessary to achieve the reclassification; (2) any other delays with respect to, or the failure to complete, the reclassification; (3) the ultimate outcome of any litigation matter related to the reclassification, (4) the ability to
recognize the anticipated benefits of the reclassification, (5) Constellations ability to execute successfully its strategic plans, and (6) the effect of the announcement or the consummation of the proposed reclassification on the
market price of the capital stock of