NOTICE OF ENTRY OF JUDGMENT, PAYMENT OF JUDGMENT PROCEEDS TO CLASS MEMBERS, AND APPLICATION FOR ATTORNEYS FEES AND EXPENSES

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1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY RICHARD S. GESOFF, Plaintiff, C.A. No NC v. IIC INDUSTRIES INC., CP HOLDINGS LIMITED, KENYON PHILLIPS ACQUISITION, LLC, BERNARD SCHREIER, JOHN SMITH, ROBERT M. LEVY, ROBERT GLATTER, and ALFRED L. SIMON, Defendants. NOTICE OF ENTRY OF JUDGMENT, PAYMENT OF JUDGMENT PROCEEDS TO CLASS MEMBERS, AND APPLICATION FOR ATTORNEYS FEES AND EXPENSES TO ALL PERSONS WHO OWNED SHARES OF THE STOCK OF IIC INDUSTRIES, INC. ( IIC ) ON MARCH 27, 2002 (THE CLASS ), EXCEPT DEFENDANTS, MEMBERS OF THEIR IMMEDIATE FAMILIES, AND ANY SUBSIDIARY, FIRM, TRUST, CORPORATION, OR OTHER ENTITY RELATED TO OR AFFILIATED WITH ANY OF THE DEFENDANTS. IF YOU WERE NOT THE BENEFICIAL HOLDER OF IIC STOCK, BUT HELD IIC STOCK FOR ANOTHER, PLEASE SEND THIS DOCUMENT TO THE BENEFICIAL HOLDER. THIS NOTICE MAY AFFECT YOUR LEGAL RIGHTS. PLEASE READ CAREFULLY. I. BACKGROUND In October, 2004, a Notice of Pendency of Class Action ( Notice of Pendency ) was sent to you and all other persons who owned shares of IIC stock on March 27, 2002, 1 except defendants, members of their immediate families, and any subsidiary, firm, trust, corporation or other entity related to or affiliated with any of the defendants. The Notice of Pendency was given pursuant to an Order of the Court of Chancery of the State of Delaware (the Court ) entered on October 4, 2004 determining that the above-captioned action should be maintained as a class action on behalf of the Class as defined above. Following dissemination of the Notice of Pendency, the lawsuit proceeded to trial. On September 13, 2006, the Court entered an Order and Judgment in favor of plaintiff and the Class and against the above-named defendants, jointly and severally, other than Alfred L. Simon. The Order and Judgment directed defendants, other than Simon, jointly and severally, to pay damages to you and all other members of the Class (except Class members who sought the appraised value of their stock pursuant to Section 262 of the Delaware General Corporation Law) in the amount of $3.80 per share, representing the difference between the $14.30 per share fair value of IIC shares on the Merger date determined by the Court and the $10.50 per share Merger price. The Court also awarded interest to the Class. The total of damages and interest amounted to $5.02 per IIC share. 1 On March 27, 2002, IIC merged with Kenyon Phillips Acquisition, LLC (the Merger ). Under the terms of the Merger, each IIC share owned by Class members was converted into the right to be paid $ Defendants have deposited $2,542, into an interestbearing account controlled by the Court, equal to the 506,525 shares of IIC stock owned by the Class, multiplied by $5.02 (the Fund ). The amount deposited by defendants, plus interest accrued on that amount while it is held in the Court controlled account (the Fund ), will be distributed to Class members after the Court s determination of the application plaintiff s attorneys intend to make for an award of fees and reimbursement of expenses becomes final. The amount of the award, together with the costs of this Notice and other administration expenses, will be deducted from the Fund. The balance will be distributed to Class members pro rata according to the number of IIC shares each Class member owned on March 27, 2002, less, however, the amount of United Kingdom withholding taxes of 20% of the interest component and interest earned on the Judgment. The cash distribution to you will be accompanied by an Inland Revenue Form R185 indicating the amount of tax withheld and the appropriate Inland Revenue Form to claim repayment of withheld United Kingdom tax. You are urged to consult your tax advisor to assist you in claiming any repayment. II. IMPORTANT INFORMATION FOR BENEFICIAL HOLDERS ONLY IF A BROKERAGE FIRM, BANK OR OTHER INSTITU- TION OR PERSON HELD YOUR IIC SHARES FOR YOUR BENEFIT, YOUR NAME AND ADDRESS DOES NOT APPEAR ON THE RECORDS OF THE COMPANY. IT IS IMPERATIVE THAT YOU COMPLETE AND MAIL THE ENCLOSED BENEFICIAL OWNER CERTIFICATION SO 1

2 THAT THE ENTITY WHICH WILL BE MAILING THE PROCEEDS OF THE FUND WILL KNOW WHERE TO MAIL YOUR SHARE OF THE FUND AND HOW TO COM- PLETE YOUR INLAND REVENUE FORM R185. FAILURE TO COMPLETE AND MAIL THE ATTACHED BENEFICIAL OWNER CERTIFICATION MAY RESULT IN YOUR NOT RECEIVING YOUR SHARE OF THE FUND. IF THE BENE- FICIAL OWNER CERTIFICATION IS NOT ENCLOSED, YOUR NAME AND ADDRESS APPEARS ON THE COMPA- NY S RECORDS. YOU NEED NOT COMPLETE A BENEFI- CIAL OWNER CERTIFICATION WITH RESPECT TO THOSE SHARES HELD OF RECORD. IF YOU HAVE ANY QUESTIONS ABOUT THE BENE- FICIAL OWNER CERTIFICATION, YOU MAY WRITE OR CALL (toll free) III. APPLICATION FOR ATTORNEYS FEES AND EXPENSES Plaintiff s attorneys intend to apply to the Court for an award of attorneys fees equal to one-third of the Fund, plus reimbursement of expenses, which to date approximate $199,975 (the Fee Application ). If plaintiff s attorneys are awarded the full amount they seek, the award will aggregate about $1,047,530, which, as set forth above, will be deducted and paid from the Fund. The exact amount of the award can only be approximated because interest will continue to accrue on the Fund until the award is paid to plaintiff s attorneys. Plaintiff s attorneys will also ask the Court to allow them to seek additional, reasonable compensation for services they perform in connection with the administration and distribution of the Fund. IV. THE HEARING ON THE FEE APPLICATION The Court has scheduled a Hearing, which will be held in the New Castle County Courthouse, 500 North King Street, 12 th Floor, Wilmington, Delaware 19801, on December 21, 2006, at 1100 a.m., to hear the Fee Application. The Court has reserved the right to adjourn the Hearing from time to time by oral announcement at the Hearing or at any adjournment thereof without further notice of any kind. Any member of the Class who objects to the Fee Application or otherwise wishes to be heard may appear in person or by his or her attorney at the Hearing. If you wish to do so, however, you must, not later than ten calendar days prior to the Hearing (unless the Court in its discretion shall otherwise direct for good cause shown), file with the Register in Chancery (i) a written notice of intention to appear; (ii) proof of your membership in the Class; (iii) a statement of your objection to the Fee Application; and (iv) the grounds therefor or the reasons you desire to appear and be heard, as well as all documents or writings you desire the Court to consider. Also, on or before the date you file such papers, you must serve them upon the following attorneys of record Jessica Zeldin, Esquire Rosenthal, Monhait & Goddess, P.A. 919 N. Market Street, Suite 1401 Citizens Bank Center P.O. Box 1070 Wilmington, DE Daniel A. Dreisbach, Esquire Richards Layton & Finger One Rodney Square Wilmington, DE Any Class member who does not object to the Fee Application need not do anything except complete a Beneficial Owner Certification, if applicable. Unless the Court otherwise directs, no person will be entitled to object to the Fee Application, or otherwise be heard, except by serving and filing written objections as described above. Any person who fails to object in the manner described above shall be deemed to have waived the right to object (including the right to appeal) and will be forever barred from raising such objection in this or any other action or proceeding. V. NOTICE TO PERSONS OR ENTITIES HOLDING OWNERSHIP ON BEHALF OF OTHERS Brokerage firms, banks and/or other persons or entities who held shares of IIC stock as of March 27, 2002 for the benefit of others are requested promptly to send this Notice (and the attached Beneficial Owner Certification) to all of their respective beneficial owners. If additional copies of the Notice are needed for forwarding to such beneficial owners, any requests for such additional copies may be made to (toll free) VI. SCOPE OF THIS NOTICE This Notice is not all-inclusive. For full details of the lawsuit, members of the Class are referred to the Court files in the lawsuit. You or your attorney may examine the Court files during regular business hours of each business day at the office of the Register in Chancery, in the New Castle County Courthouse, 500 North King Street, Wilmington, Delaware Questions or comments may be directed to plaintiff s principal counsel, Harold B. Obstfeld, 100 Park Avenue - 20th Floor, New York, NY 10017, (212) DO NOT WRITE OR TELE- PHONE THE COURT. Dated November 13, 2006 BY ORDER OF THE COURT /s/ Register in Chancery 2

3 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY RICHARD S. GESOFF, Plaintiff, C.A. No NC v. IIC INDUSTRIES INC., CP HOLDINGS LIMITED, KENYON PHILLIPS ACQUISITION, LLC, BERNARD SCHREIER, JOHN SMITH, ROBERT M. LEVY, ROBERT GLATTER, and ALFRED L. SIMON, Defendants. THIS FORM MUST BE POST-MARKED BY FEBRUARY 19, 2007 BENEFICIAL OWNER CERTIFICATION The undersigned was the beneficial owner of shares of the common stock of IIC Industries Inc. on March 27, 2002 (or a person acting on behalf of such a beneficial owner), and certifies, under penalty of perjury, that the following information is true and correct PLEASE TYPE OR PRINT Beneficial Owner s Name If jointly owned, name of co-owner Street No. and Street City State Zip Code Foreign Province Foreign Country Taxpayer I.D. No. or Social Security No. Record Owner s Name (i.e., Brokerage Firm or other institution holding my shares) Number of Shares of IIC stock owned on March 27, 2002 YOU MUST ATTACH DOCUMENTARY PROOF OF YOUR OWNERSHIP OF IIC STOCK AS OF MARCH 27, FOR EXAMPLE, YOU MAY SUBMIT A BROKERAGE FIRM STATEMENT SHOWING THAT IIC STOCK WAS HELD FOR YOU ON THAT DATE. 3

4 Beneficial Owner is (check one) An Individual Two or more persons holding stock jointly A Partnership A Corporation Executor or Administrator or Guardian (if this one is checked, please complete the following) Name(s) of Representative Name and Title of Responsible Officer if Applicable Street No. and Street City State Zip Code I (We) certify that I am (we are) not subject to backup withholding under the provisions of Section 3406(a)(1)(c) of the Internal Revenue Code. Note If you have been notified by the Internal Revenue Service that you are subject to backup withholding, please strike out the language that you are not subject to backup withholding in the certification above. BY SIGNING BELOW, YOU SUBMIT YOURSELF TO THE JURISDICTION OF THE DELAWARE COURT OF CHANCERY WITH RESPECT TO THIS BENEFICIAL OWNER CERTIFICATION. Date Signature of Owner Date Signature of Joint Owner (if any) If the claimant is other than an individual, or if the claimant is not the person completing this form, please provide the following information Name of Person Signing Capacity of Person Signing (Executor, Corporate Officer, Partner, Trustee, Guardian, etc.) 4

5 AFTER YOU COMPLETE AND SIGN THIS FORM, SEND IT, ALONG WITH YOUR PROOF OF OWNERSHIP, TO REMINDER CHECKLIST 1. Did you provide all the information requested, with copies of all documentary evidence of your ownership of IIC stock on March 27, 2002? Documentation will not be returned. 2. Did you sign your name as required? 3. Have you made a copy for your files of the Beneficial Owner Certification and all documents you are submitting? 4. If you move, please send a notice of change of address to 5

6 FIRST-CLASS MAIL U.S. POSTAGE PAID PEARL PRESSMAN LIBERTY COMMUNICATIONS GROUP IMPORTANT LEGAL INFORMATION