Altai Capital Responds to Amber Road’s Postponement of Annual Meeting

Company’s Action Constitutes Unnecessary Delay and Hinders
Shareholders’ Ability to Elect Representatives to the Board

Underscores Need for Change on the Board by Electing Altai Capital’s
Highly Qualified Nominees Marshall Heinberg and Jim Watson

NEW YORK–(BUSINESS WIRE)–Altai Capital Management, L.P. (“Altai Capital”), one of the largest
shareholders of Amber Road, Inc. (NYSE: AMBR) (“Amber Road” or, the
“Company”), today issued the following statement regarding the Company’s
sudden announcement that it will postpone the 2019 Annual Meeting of
Stockholders (the “Annual Meeting”), which was originally scheduled for
May 7, 2019, by more than a month to June 18, 2019.

The unexplained decision of Amber Road’s Board to postpone the Annual
Meeting appears to us to be a clear attempt to further entrench the
Board and avoid accountability. We believe investors deserve the
opportunity to voice, without delay, their frustration at the strategic
missteps of the Company’s leadership. By delaying the shareholders’
right to elect directors at the appropriate meeting time, we believe the
Company is perpetuating the pattern of self-serving actions and value
destruction that have characterized Amber Road to date. We see no valid
purpose for postponing the Annual Meeting and question the Board’s
decision to do so only days before the scheduled date and after proxies
have already been delivered to shareholders. In the absence of any
explanation, we can only conclude that the Board is trying to buy more
time to gather support they do not believe they have.

As we have stated all along, Amber Road’s Board is in critical need of
improvement—fresh, independent minds are essential to hold management
accountable, to properly explore strategic alternatives and to provide
shareholders with the transparency they deserve. This Board’s delay
tactics only reinforce our concerns, serving as an acute reminder that
the Company’s current Board, in our view, prioritizes its desire to stay
in office over respecting the rights of its shareholders. To the extent
that the current Board is deliberating on material decisions, we
strongly believe that such deliberations should be conducted by a new,
duly elected Board best-positioned to represent the best interests of
all shareholders.

We hope our fellow shareholders will see the Board’s tactics for what
they are and will support our efforts to inject much needed
accountability at Amber Road by voting to elect Marshall Heinberg and
Jim Watson to the Board. It is time to choose a new path forward of
experience, competence and value creation, rather than the current path
of stagnation, management self-enrichment and shareholder value
destruction.”

The time for change is now – Altai Capital urges shareholders
to
vote the GOLD proxy card today!

About Altai Capital

Altai Capital is an independent, value-oriented private investment firm
focused on both credit and equity opportunities.

Related Links
www.altai.com

IMPORTANT INFORMATION

ALTAI CAPITAL MANAGEMENT, L.P. (“ALTAI CAPITAL”), ALTAI CAPITAL OSPREY,
LLC, RISHI BAJAJ, MARSHALL A. HEINBERG AND JAMES F. WATSON (TOGETHER
WITH MARSHALL A. HEINBERG, THE “NOMINEES,” COLLECTIVELY, THE
“PARTICIPANTS”) HAVE FILED WITH THE SEC A DEFINITIVE PROXY STATEMENT AND
ACCOMPANYING FORM OF PROXY TO BE USED IN CONNECTION WITH THE
SOLICITATION OF PROXIES FROM THE SHAREHOLDERS OF AMBER ROAD, INC.
(“AMBER ROAD”). ALL SHAREHOLDERS OF AMBER ROAD ARE ADVISED TO READ ALTAI
CAPITAL’S DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE
SOLICITATION OF PROXIES BY THE PARTICIPANTS WHEN THEY BECOME AVAILABLE,
AS THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL
INFORMATION RELATED TO THE PARTICIPANTS. THE DEFINITIVE PROXY STATEMENT
AND AN ACCOMPANYING PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE
COMPANY’S SHAREHOLDERS AND WILL BE, ALONG WITH OTHER RELEVANT DOCUMENTS,
AVAILABLE AT NO CHARGE ON THE SEC WEBSITE AT HTTP://WWW.SEC.GOV/.

INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF ITS DIRECT OR
INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN THE DEFINITIVE
PROXY STATEMENT FILED BY ALTAI CAPITAL WITH THE SEC ON APRIL 8, 2019.
THIS DOCUMENT IS AVAILABLE FREE OF CHARGE FROM THE SOURCES INDICATED
ABOVE.

Contacts

Investors:
Okapi Partners LLC
Bruce H. Goldfarb /
Patrick J. McHugh
(212) 297-0720 or Toll-free (855) 208-8902
info@okapipartners.com