SJW Group (SJW) Files An 8-K Entry into a Material Definitive Agreement

Reincorporation from California to Delaware

On November 15, 2016, SJW Corp. changed its state of
incorporation from the state of California to the state of
Delaware (the Reincorporation) and changed its name to SJW Group.
The Reincorporation was effected by means of a merger to the
terms of the Agreement and Plan of Merger (the Merger Agreement),
dated November 14, 2016, between SJW Corp. and SJW Group, Inc., a
Delaware corporation, which was formed solely for the purpose of
effecting the Reincorporation. Under the Merger Agreement, SJW
Corp. merged with and into SJW Group, Inc., and SJW Corp. ceased
to exist and SJW Group, Inc. became the surviving entity
following the effectiveness of the merger (the Merger).
Concurrently with the consummation of the Merger, SJW Group, Inc.
changed its name to SJW Group, to the Certificate of Amendment
filed on November 15, 2016 (the Certificate of Amendment), a copy
of which is filed as Exhibit 3.3 hereto.

The shareholders of SJW Corp. approved the Reincorporation and
the Merger at the 2015 Annual Meeting of Shareholders on April
29, 2015 (the Annual Meeting). SJW Group is deemed to be the
successor issuer of SJW Corp., under Rule 12g-3 of the Securities
Exchange Act of 1934, as amended.

The Reincorporation does not result in any change in the
business, management, fiscal year, accounting, location of the
principal executive officers, assets or liabilities of SJW Corp.
In addition, SJW Corp.s common stock will continue to trade on
the New York Stock Exchange under the symbol SJW. Stockholders
are not required to exchange their shares in connection with the
Reincorporation since shares in SJW Corp. are deemed to represent
an equal number of shares in SJW Group.

As of November 15, 2016, the effective date of the
Reincorporation, the rights of SJW Group stockholders began to be
governed by the Delaware General Corporation Law, the SJW Group
Certificate of Incorporation attached hereto as Exhibit 3.1 and
the Bylaws of SJW Group attached hereto as Exhibit 3.2.

Additional information about the Reincorporation and a comparison
of the rights of shareholders of SJW Corp. and SJW Group can be
found in SJW Corp.s Proxy Statement for the Annual Meeting filed
with the Securities and Exchange Commission on March 17, 2015
(the 2015 Proxy Statement). The foregoing description of the
Reincorporation and the Merger is only a summary and is qualified
in its entirety by reference to the full text of the Merger
Agreement, a copy of which is attached hereto as Exhibit 2.1
hereto.

Indemnification Agreement

On November 15, 2016, the board of directors (the Board) of SJW
Group approved a new form of indemnification agreement (the
Indemnification Agreement) as a result of the change of state of
domicile of SJW Corp. from California to Delaware. The
Indemnification Agreement will be entered into with the directors
and officers of SJW Group (each an Indemnitee). The
Indemnification Agreement clarifies and enhances the rights and
obligations of SJW Group and the Indemnitee with respect to
indemnification and advancement of expenses provided for in the
prior form of indemnification agreement and SJW Corp.s Restated
Articles of Incorporation, as amended.

The Indemnification Agreement requires SJW Group, among other
things, to indemnify the Indemnitee to the fullest extent
permitted by applicable law, on the terms set forth in the
agreement, against all expenses, liabilities and losses actually
and reasonably incurred or paid by the Indemnitee or on the
Indemnitees behalf in connection with certain legal proceedings,
including shareholder derivative law suits, by reason of the fact
that the Indemnitee was a director, officer, employee of SJW
Group, and to advance expenses incurred by the Indemnitee in
defending any proceeding against the Indemnitee with respect to
which the Indemnitee may be entitled to indemnification by SJW
Group. The Indemnification Agreement also provides certain
exceptions to SJW Groups obligations of indemnification and
specifies the substantive and procedural requirements for
determining the indemnifiable amount payable by SJW Group. In
addition, the Indemnification Agreement establishes procedures
for the payment of indemnifiable amount in the event of a change
of control or the occurrence of other corporate transactions. The
foregoing description of the form of Indemnification Agreement is
only a summary and is qualified in its entirety by reference to
the full text of the form of Indemnification Agreement attached
hereto as Exhibit 10.1.

Please see disclosure set forth under Item 1.01 hereto, which is
incorporated by reference into this item 3.03.

Please see the disclosure set forth under Item 1.01, which is
incorporated by reference into this Item 5.03. The SJW Group
Certificate of Incorporation effective as of November 15, 2016 is
attached hereto as Exhibit 3.1 and the Bylaws of SJW Group
effective as of November 15, 2016 is attached hereto as Exhibit
3.2. The Certificate of Amendment is filed as Exhibit 3.3 hereto.
For a detailed description of SJW Group Certificate of
Incorporation and Bylaws, as well as a comparison between these
two documents with the organizational documents of SJW Corp. (the
California corporation), see the 2015 Proxy Statement.