1 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK IN RE ATLAS AIR WORLDWIDE HOLDINGS, INC. SECURITIES LITIGATION Civil Action No. 02 CV 8334 (WCC) NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION, MOTION FOR ATTORNEYS FEES, AND SETTLEMENT FAIRNESS HEARING This notice provides you with important information in connection with the settlement of a lawsuit concerning Atlas Air Worldwide Holdings, Inc. ( Atlas or the Company ). Your rights may be affected by this Notice. If you wish to recover money you must act by December 21, You should read this Notice carefully. TO: (1) ALL PERSONS AND ENTITIES WHO PURCHASED OR OTHERWISE ACQUIRED THE COMMON STOCK OF ATLAS BETWEEN APRIL 18, 2000 AND OCTOBER 15, 2002, INCLUSIVE; AND (2) ALL PERSONS AND ENTITIES WHO PURCHASED OR OTHERWISE ACQUIRED ATLAS COMMON STOCK ISSUED PURSUANT, OR TRACEABLE, TO ATLAS S REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ( SEC ) ON MAY 7, 1999 AND PROSPECTUS SUPPLEMENT FILED WITH THE SEC ON SEPTEMBER 18, 2000, IN CONNECTION WITH ATLAS S SECONDARY PUBLIC OFFERING IN SEPTEMBER 2000 (THE SECONDARY OFFERING ) AND WHO WERE DAMAGED THEREBY (THE SETTLEMENT CLASS ). A federal court authorized this notice. This is not a solicitation from a lawyer. The Settlement of the above-captioned action (the Action ) will provide a settlement fund consisting of $5,950,000 in cash for the benefit of investors who purchased or otherwise acquired Atlas common stock during the relevant period or pursuant to the Secondary Offering. The Settlement represents an average recovery of $.32 per share (for the 18,646,695 million outstanding shares available for purchase). This average is an estimate, and is before the deduction of any Court approved fees and expenses. See Statement of Recovery and Question 9 below for more detail. The Settlement resolves class litigation over whether certain of Atlas present or former officers and directors - Richard H. Shuyler, Brian H. Rowe 1, Douglas A. Carty, Stanley J. Gadek, James T. Matheny, and Stuart G. Weinroth (the Individual Defendants ), and Morgan Stanley & Co. Incorporated ( Morgan Stanley ) (collectively, the Defendants ) issued false and misleading press releases and other statements concerning the Company s revenue and earnings in violation of the federal securities laws. See Question 2 below for more detail. Lead Plaintiff s Counsel will apply to the Court for an award of attorneys fees from the Gross Settlement Fund not to exceed thirty percent (30%), and reimbursement of expenses of no greater than $125,000, or an average of $.09 per share. Your actual recovery, if any, may vary depending on your purchase/acquisition price and sales price and the number of Proof of Claim and Release forms ( Proofs of Claim ) that are filed. Lead Plaintiff s Counsel has litigated the Action on a contingent fee basis, and has advanced the expenses of litigation with the expectation that if it were successful in recovering money for the Settlement Class, it would receive fees and be reimbursed for its expenses from the Gross Settlement Fund, as is customary in this type of litigation. Your legal rights are affected whether you act, or do not act. Read this notice carefully. YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT: SUBMIT A CLAIM FORM EXCLUDE YOURSELF OBJECT GO TO A HEARING The only way to receive a payment. Get no payment. This is the only option that allows you to ever be part of any other lawsuit against the Defendants about the legal claims being released in this Action. See Question 13 below. File with the Clerk of Court your written concerns or objections to the Settlement, the Plan of Allocation or the request for attorneys fees and expenses. Ask to speak in Court about the fairness of the Settlement. DO NOTHING You will receive no payment, and give up your right to file your own lawsuit or participate in any other lawsuit against the Defendants or the Released Parties concerning the legal claims being released in the Action. 1 Brian H. Rowe died on February 22, 2007 and references to Brian H. Rowe herein, and in any other document effectuating the Settlement provided for herein, shall include the Estate of Brian H. Rowe.
2 These rights and options and the deadlines to exercise them are explained in this notice. The Court in charge of this Action still has to decide whether to approve the Settlement. Payments will be made if the Court approves the Settlement, the Settlement becomes final after the resolution of all appeals, and after the claims processing procedure is complete. Further information regarding this Settlement may be obtained by contacting Lead Plaintiff s Counsel: Katharine M. Ryan or Kay E. Sickles, Schiffrin Barroway Topaz & Kessler, LLP, 280 King of Prussia Road, Radnor, PA 19087, Telephone: Statement of Recovery Lead Plaintiff estimates that approximately 18,646,695 shares of Atlas common stock were purchased or otherwise acquired during the Class Period, and damaged as a result of the purported acts or omissions alleged in the litigation. Lead Plaintiff estimates that the average recovery per damaged share of Atlas common stock under the Settlement will be $.32 per damaged share before the deduction of attorneys fees, costs and expenses, as approved by the Court. The actual recovery per damaged share will depend on: (1) the number of claims filed; (2) when Settlement Class Members purchased or acquired their shares during the Class Period; (3) whether Settlement Class Members either sold their shares during the Class Period, or held their shares past the end of the Class Period; (4) administrative costs, including the costs of notice, for the Action; and (5) the amount awarded by the Court for attorneys fees, costs and expenses. Distributions to the Settlement Class Members will be made based on the Plan of Allocation set forth in this Notice. See the Plan of Allocation on pages 4-5. The Circumstances of the Settlement For the Plaintiffs, the principal reason for the Settlement is to provide a benefit to the Settlement Class now. This benefit, which is substantial, must be compared to the risk that no recovery might be achieved after contested motions, a contested trial and likely appeals, possibly years into the future. While Lead Plaintiff s Counsel was prepared to go to trial and was confident in its ability to present a case, it recognizes that a trial is a risky proposition and that Lead Plaintiff and the Settlement Class might not have prevailed. In addition, the claims advanced by the Settlement Class involve numerous complex legal, financial, and technological issues, requiring extensive expert testimony, which would add considerably to the expense and duration of the litigation. Even after extensive investigation and discovery, questions remain regarding the extent of Defendants liability, the extent a jury would find them liable, and the true measure of the Settlement Class damages. Here, Lead Plaintiff faced the additional hurdle that the primary insurer had disclaimed coverage and a substantial possibility existed that very little insurance coverage would be available to fund a settlement or satisfy a verdict in this case, as well as the other litigation arising out of the conduct alleged by Lead Plaintiff. For the Defendants, who deny all allegations of wrongdoing or liability whatsoever, the principal reason for the Settlement is to eliminate the expense, risks, and potentially uncertain outcome of litigation. WHAT THIS NOTICE CONTAINS BASIC INFORMATION PAGE 1. Why did I receive this notice package? What is this lawsuit About? Why is this Action a class action? Why is there a settlement? How do I know if I am part of the Settlement? Are there exceptions to being included in the Settlement Class? I am still not sure I am included? What does the Settlement provide? How much will my payment be? How can I receive a payment? When will I receive my payment? What am I giving up to receive a payment? How do I exclude myself from the Settlement? If I do not exclude myself, can I sue the Defendants later for the claims that I am releasing in this Settlement? If I exclude myself can I obtain a payment from this Settlement? Do I have a lawyer in this case? How will the lawyers be paid? How do I notify the Court that I do not like the Settlement? What is the difference between objecting and requesting exclusion from the Settlement? When and where will the Court decide whether to approve the Settlement? Do I have to come to the hearing? May I speak at the hearing? What happens if I do nothing at all?... 7 SPECIAL NOTICE TO BROKERS... 8 GETTING MORE INFORMATION
3 BASIC INFORMATION 1. Why did I receive this notice package? You or someone in your family may have purchased or otherwise acquired the common stock of Atlas between April 18, 2000 and October 15, 2002, inclusive, or pursuant, or traceable, to Atlas s Registration Statement filed with the SEC on May 7, 1999 and Prospectus Supplement filed with the SEC on September 18, 2000, in connection with Atlas s Secondary Offering. If the description above applies to you, you have a right to know about the proposed Settlement of this Action, and about all of your options. 2. What is this lawsuit about? Lead Plaintiff filed its Second Consolidated Amended Class Action Complaint (the Complaint ) on October 17, The Complaint alleged that Defendants issued false and misleading press releases and other statements in an effort to orchestrate and implement a scheme of improper accounting manipulations whereby they: (i) failed to timely expense uncollectible receivables; (ii) failed to write-off obsolete and slow-moving spare part inventory; (iii) improperly and inconsistently capitalized maintenance expenses; and (iv) failed to timely recognize impairment charges to aircraft and related equipment held for use, in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the Exchange Act ), and Rule 10b-5 promulgated thereunder by the SEC. The Complaint also asserted that the Company s Registration Statement for the Secondary Offering filed with the SEC on May 7, 1999 as well as the Prospectus Supplement filed with the SEC on September 18, 2000 contained materially false and misleading statements in violation of Sections 11 and 15 of the Securities Act of 1933 (the Securities Act ). The Complaint further alleged that, as a result of Defendants alleged conduct, the price of Atlas common stock was inflated, and that members of the Settlement Class were damaged as a result of the inflated value of Atlas common stock. Defendants filed motions to dismiss the Complaint beginning on December 17, Lead Plaintiff opposed Defendants motions to dismiss on February 24, 2004, and Defendants filed reply memoranda in support of their motions to dismiss on April 19, 2004 and April 20, By order dated July 7, 2004, the Court denied these motions to dismiss with respect to Defendants Shuyler, Carty, Gadek, Weinroth and Morgan Stanley, and denied in part and granted in part these motions to dismiss with respect to Defendants Rowe and Matheny. With respect to Defendant Rowe, the Court sustained the Section 11 and 15 claims, but dismissed the Exchange Act claims. With respect to Defendant Matheny, the Court sustained the Exchange Act claims as well as the Section 11 claim, but dismissed the Section 15 claim. Thereafter the parties engaged in formal discovery. Defendants filed their answers to the Complaint on August 26, 2004, and Lead Plaintiff filed a motion for class certification on September 9, By order dated December 8, 2004, Lead Plaintiff s Counsel and counsel for the Defendants ( Defendants Counsel ) agreed to stay all proceedings for three months in order to engage in settlement discussions. These settlement discussions included two formal mediation sessions with the Honorable Herbert Stettin on January 31, 2005 and April 8, 2005 and several telephone negotiations before the parties reached the proposed Settlement. A long time elapsed between the verbal agreement by the parties to resolve the Action and the dissemination of this Notice due to the need to resolve an ongoing SEC investigation. That SEC investigation has now been resolved. 3. Why is this Action a class action? In a class action, one or more people called Lead Plaintiff(s) (in this case, Lead Plaintiff Messner & Smith), sue on behalf of people who have similar claims. All these people and/or entities are referred to collectively as a class, or individually as class members. One court resolves the issues for all class members, except for those who exclude themselves from the class. 4. Why is there a settlement? The Court did not decide in favor of Lead Plaintiff or the Defendants. Instead, Lead Plaintiff and Defendants agreed to a settlement. As explained above, the Lead Plaintiff and its attorneys think the Settlement is best for all Settlement Class Members. 5. How do I know if I am part of the Settlement? The Settlement Class includes (i) all persons and entities who purchased or otherwise acquired the common stock of Atlas between April 18, 2000 and October 15, 2002, inclusive (the Class Period ), and were damaged thereby (the Section 10(b) Class ), and (ii) all persons and entities who purchased or otherwise acquired Atlas common stock issued pursuant, or traceable, to the Company s Registration Statement filed with the SEC on May 7, 1999 and Prospectus Supplement filed with the SEC on September 18, 2000, in connection with the Company s secondary public offering in September 2000, and were damaged thereby (the Section 11 Class, and together with the Section 10(b) Class, the Settlement Class ). 6. Are there exceptions to being included in the Settlement Class? Yes. Excluded from the Settlement Class are Atlas, the Defendants in this Action, any member of the immediate family (parents, spouses, siblings, and children) of any of the Defendants, any person, firm, trust, corporation, officer, director or other individual or entity in which Atlas or any Defendant has or had a controlling interest or which is related to or affiliated with Atlas or any of the Defendants, and the legal representatives, heirs, successors in interest or assigns of any such excluded party. 3
4 Also excluded from the Settlement Class are persons or entities who exclude themselves by filing a request for exclusion in accordance with the requirements set forth in this Notice as described in Question 13 below. If one of your mutual funds purchased or owns shares of Atlas common stock, that alone does not make you a Settlement Class Member. You are a Settlement Class Member only if you directly purchased or otherwise acquired shares of common stock during the Class Period. Contact your broker to see if you purchased or otherwise acquired Atlas common stock during that period. 7. I am still not sure whether I am included? If you are still not sure whether you are included, you can ask for free help. You can call or visit for more information. Or you can fill out and return the claim form described on page 5, in Question 10, to see if you qualify. 8. What does the Settlement provide? The Defendants and their insurers have agreed to create a Settlement Fund consisting of $5,950,000. The balance of this fund, after deduction of Court awarded attorneys fees and expenses and settlement administration costs, including the cost of this Notice, will be divided among all Settlement Class Members who send in valid claim forms. 9. How much will my payment be? PLAN OF ALLOCATION OF NET SETTLEMENT FUND AMONG SETTLEMENT CLASS MEMBERS If you are entitled to a payment, your share of the Net Settlement Fund will depend on the number of valid claim forms that Settlement Class Members submit, how many shares of Atlas common stock you purchased or acquired, and when you bought/acquired and sold your shares. By following the Plan of Allocation described here you can calculate your Recognized Claim. The Claims Administrator will distribute the Net Settlement Fund, that is, the Gross Settlement Fund, less taxes owed, all administrative costs, including the costs of notice, and attorneys fees and expenses, as awarded by the Court, according to the Plan of Allocation after the deadline for submission of Proofs of Claim has passed. The Claims Administrator shall determine each Authorized Claimant s pro rata share of the Net Settlement Fund based upon each Authorized Claimant s Recognized Claim. The Recognized Claim formula is not intended to be an estimate of the amount of what a Settlement Class Member might have been able to recover after a trial; nor is it an estimate of the amount that will be paid to Authorized Claimants pursuant to the Settlement. The Recognized Claim formula is the basis upon which the Net Settlement Fund will be proportionately allocated to the Authorized Claimants. Recognized Claims Transactional Basis In order to recover damages on a given transaction, shares must suffer an actual monetary loss; i.e. (i) for shares that were purchased/acquired and sold during the Class Period the purchase price must be greater than the sales price; or (ii) for shares that were purchased during the Class Period and held at the end of the Class Period, the purchase price must be greater than $ Offsetting Gains and Losses For shares purchased during the Class Period which are sold at a gain during the Class Period, such gains will be used to offset Class Period losses from both shares purchased/acquired and sold during the Class Period and losses resulting from decline in value from shares purchased at prices in excess of $1.695 per share during the Class Period and held at the end of the Class Period. Acquisition For shares acquired through means other than open market purchases, the purchase price shall be deemed to be the reported closing price on the day of acquisition for purposes of this plan of allocation. The Basis for the Calculation of Your Recognized Claim The following proposed Plan of Allocation reflects the proposition that the price of Atlas common stock was artificially inflated from the beginning of the Class Period on April 18, 2000 through the end of the Class Period on October 15, 2002, the day before Atlas October 16, 2002 press release, announcing, among other things, the Company s need to restate its 2000 and 2001 financial results. In addition, the Plan of Allocation provides that those who both purchased/acquired and sold during the Class Period have not been damaged in connection with the allegations of the Complaint to the same extent that other Settlement Class Members were damaged as they have benefited to a certain extent by selling at an artificially-inflated rate and these Settlement Class Members will also receive a discounted recovery to reflect that they are releasing their claims in the Action. 4
5 1. For shares of common stock purchased/acquired between April 18, 2000 and October 15, 2002: A. For shares sold between October 16, 2002 and January 13, 2003, the Recognized Loss shall be the LESSER of: (1) $0.905 per share; or (2) the difference between the purchase price per share and the sales price per share for each share sold. B. For shares retained at the end of trading on January 13, 2003, the Recognized Loss shall be the LESSER of: (1) $0.905 per share; or (2) the difference between the purchase price per share and $ C. For shares sold between April 18, 2000 and October 15, 2002, the Recognized Loss shall be the LESSER of: (1) $ ($0.905 multiplied by 10%) per share; or (2) 10% of the difference between the purchase price per share and the sales price per share for each share sold. Each Authorized Claimant shall be paid the percentage that each Authorized Claimant s claim bears to the total of the claims of all Authorized Claimants. The Court has reserved jurisdiction to allow, disallow or adjust the claim of any Settlement Class Member on equitable grounds. Each Claimant is deemed to have submitted to the jurisdiction of the Court with respect to the Claimant s claim, and the claim will be subject to investigation and discovery under the Federal Rules of Civil Procedure, provided that such investigation and discovery shall be limited to that Claimant s status as a Settlement Class Member and the validity and amount of that Claimant s claim. No discovery shall be allowed on the merits of the Action. The date of purchase, acquisition or sale is the contract or trade date and not the settlement date. All profits will be subtracted from all losses to determine the net recognized loss of each Settlement Class Member. Therefore, you need to list all purchases and acquisitions, and sales of Atlas common stock during the relevant time period. Brokerage commissions and transfer taxes paid by you in connection with your purchase/acquisition and sale of Atlas common stock should be included in the total purchase price and net of the total proceeds. For purposes of determining whether a Claimant had a gain from his, her or its overall transactions in Atlas common stock during the Class Period or suffered a loss, the Claims Administrator shall: total the amount paid for all Atlas common stock purchased or otherwise acquired during the Class Period by the Claimant (the Total Purchase Amount ); match any sales of Atlas common stock during the Class Period first against the Claimant s opening position in the common stock (the proceeds of those sales will not be considered for purposes of calculating gains or losses); total the amount received for sales of the remaining Atlas shares sold during the Class Period (the Sales Proceeds ); and ascribe a value of $1.695 for Atlas common stock purchased or otherwise acquired during the Class Period and still held at the end of the Class Period ( Holding Value ). The difference between (i) the Total Purchase Amount and the (ii) sum of the Sales Proceeds and Holding Value, will be deemed a Claimant s gain or loss on his, her or its overall transactions in Atlas common stock during the Class Period. No distribution will be made on a claim where the potential distribution amount is $5.00 or less in cash. Payments pursuant to the Plan of Allocation will be final and conclusive against all Settlement Class Members. All Settlement Class Members whose claims are not approved by the Court will be barred from participating in distributions from the Net Settlement Fund, but otherwise shall be bound by all of the terms of the Settlement, including the terms of the Final Judgment and Order of Dismissal to be entered in the Action and will be barred from bringing any Released Claim against any Released Parties (as those terms are defined in the Stipulation and Agreement of Settlement of the Litigation (the Stipulation ), which is available on the Internet at or through the mail upon request). 10. How can I receive a payment? To qualify for payment, you must submit a Proof of Claim form. A Proof of Claim is enclosed with this Notice. You may also obtain a Proof of Claim on the Internet at Read the instructions carefully, fill out the form, include all the documents the form asks for, sign it, and mail it postmarked no later than December 21, When will I receive my payment? The Court will hold a hearing on November 9, 2007, to decide whether to approve the Settlement. Even if the Court approves the Settlement, there may be appeals. It is always uncertain whether appeals, if any, can be resolved, and resolving them can take time, perhaps several years. In addition, the Claims Administrator must process all of the Proof of Claim and Release forms. The processing is complicated and will take many months. Please be patient. 2 Pursuant to Section 21(D)(e)(1) of the Private Securities Litigation Reform Act of 1995, in any private action arising under this title in which the plaintiff seeks to establish damages by reference to the market price of a security, the award of damages to the plaintiff shall not exceed the difference between the purchase or sale price paid or received, as appropriate, by the plaintiff for the subject security and the mean trading price of that security during the 90-day period beginning on the date on which the information correcting the misstatement or omission that is the basis for the action is disseminated to the market. $1.695 is the mean trading price of Atlas Air Worldwide Holdings, Inc. common stock during the 90-day period beginning on October 16, 2002 and ending on January 13,
6 12. What am I giving up to receive a payment? Unless you exclude yourself, you are staying in the Settlement Class, and that means that you cannot sue, continue to sue, or be part of any other lawsuit against the Defendants or the Released Parties about the claims being released in this Settlement. It also means that all of the Court s orders will apply to you and legally bind you, and you will release your claims in this Action against the Defendants. The terms of the release are included in the claim form that is enclosed. 13. How do I exclude myself from the Settlement? You can exclude yourself from the Settlement. If you do not want a payment from the Settlement, but you want to keep the right to sue or continue to sue the Defendants about the claims you would be releasing in this Settlement, then you must take steps to exclude yourself from the Settlement. This is sometimes referred to as opting out of the class. To exclude yourself from the Settlement, you must send a letter by mail saying that you want to be excluded from In re Atlas Air Worldwide Holdings, Inc. Securities Litigation, Civil Action No. 02CV8334(WCC). Please sign the letter and include your name, address, telephone number, and information concerning your purchase(s) and acquisition(s) of Atlas common stock during the period between April 18, 2000 and October 15, 2002, inclusive, including the dates of each such purchase/acquisition, the number of shares and price paid for each share purchased/acquired, and the dates, Sale price, and number of shares sold. You cannot exclude yourself on the telephone or by . You must mail your exclusion request postmarked no later than October 12, 2007 to: Atlas Air Worldwide Holdings, Inc. Securities Litigation Exclusions c/o The Garden City Group, Inc. Claims Administrator PO Box 9180 Dublin, Ohio If you exclude yourself from the Settlement Class, you will not receive a settlement payment, and you cannot object to the Settlement. If you exclude yourself in the manner required above, you will not be legally bound by anything that happens in this Action, and you may be able to sue (or continue to sue) the Defendants in the future through your own lawyer and at your own expense. 14. If I do not exclude myself, can I sue the Defendants later for the claims that I am releasing in this Settlement? No. Unless you exclude yourself, you give up any right to sue the Defendants and any Released Party for the claims that this Settlement releases. You must exclude yourself from the Settlement Class to bring or to continue your own lawsuit. Remember, the exclusion deadline is October 12, If I exclude myself, can I obtain a payment from this Settlement? No. If you exclude yourself, do not send in a claim form to ask for any money. 16. Do I have a lawyer in this case? The Court ordered that the following lead counsel and their law firm will represent you and the other Settlement Class Members: Katharine M. Ryan and Kay E. Sickles, Schiffrin Barroway Topaz & Kessler, LLP ( SBTK ), 280 King of Prussia Road, Radnor, PA The SBTK lawyers are called Lead Plaintiff s Counsel. If you want to be represented by your own lawyer, you may hire one at your own expense. 17. How will the lawyers be paid? Lead Plaintiff s Counsel is moving the Court to award attorneys fees from the Settlement Fund in an amount not greater than thirty percent (30%) of the Gross Settlement Fund and for reimbursement of its expenses up to a maximum amount of $125,000, plus interest on such expenses at the same rate as earned by the Settlement Fund. Lead Plaintiff s Counsel, without further notice to the Settlement Class, may subsequently apply to the Court for fees and expenses incurred in connection with administering and distributing the settlement proceeds to the members of the Settlement Class and any proceedings after the Settlement Fairness Hearing. 18. How do I notify the Court that I do not like the Settlement? If you are a Settlement Class Member you can object to the Settlement if you do not like any part of it. To object, you must send a letter stating that you are a Settlement Class Member, information concerning your purchases/acquisitions of Atlas common stock during the Class Period, that you object to the Settlement, and stating the reasons why you object. In your objection, you must include your name, address, telephone number, and your signature. You must also include information concerning your purchase(s), acquisition(s) and sale(s), including the number of shares and the dates of purchase, acquisition and sale. Mail the objection postmarked no later than October 12, 2007, to: 6
7 COURT LEAD PLAINTIFF S COUNSEL Clerk of Court United States District Court Southern District of New York 300 Quarropas Street Room 630 White Plains, NY Katharine M. Ryan, Esq. Kay E. Sickles, Esq. Schiffrin Barroway Topaz & Kessler, LLP 280 King of Prussia Road Radnor, PA DEFENSE COUNSEL Brian H. Polovoy, Esq. SHEARMAN & STERLING LLP 599 Lexington Avenue New York, NY Counsel for Defendant Morgan Stanley & Co. Incorporated (sued as Morgan Stanley Dean Witter) David E. Nachman, Esq. DLA PIPER US LLP 1251 Avenue of the Americas New York, NY Counsel for Defendant Brian H. Rowe Anthony M. Radice, Esq. MORRISON & FOERSTER, LLP 1290 Avenue of the Americas New York, NY Counsel for Defendant Richard H. Shuyler John G. Despriet, Esq. SMITH GAMBRELL & RUSSELL, LLP Promenade II, Suite Peachtree Street, N.E. Atlanta, GA Counsel for Defendant Stanley J. Gadek L. Norton Cutler, Esq. PERKINS COIE LLP 1899 Wynkoop Street, Suite 700 Denver, CO Counsel for Defendant Stuart G. Weinroth John B. Harris, Esq. STILLMAN, FRIEDMAN & SHECHTMAN, P.C. 425 Park Avenue New York, NY Counsel for Defendants Douglas A. Carty and James T. Matheny 19. What is the difference between objecting and requesting exclusion from the Settlement? Objecting is simply telling the Court that you do not like something about the Settlement. You can object only if you stay in the Settlement Class. Excluding yourself is telling the Court that you do not want to be part of the Settlement Class and this Settlement. If you exclude yourself, you have no basis to object because the case no longer affects you. 20. When and where will the Court decide whether to approve the Settlement? The Court will hold a Settlement Fairness Hearing at 10:30 a.m. on November 9, 2007, at the United States District Court for the Southern District of New York, 300 Quarropas Street, Room 630, White Plains, New York , in Courtroom 620. At this hearing the Court will consider whether the Settlement and the Plan of Allocation are fair, reasonable and adequate. If there are written objections, the Court will consider them. The Court will also listen to people who have asked in writing by October 12, 2007 to speak at the hearing. The Court may also decide how much to award Lead Plaintiff s Counsel for attorneys fees and expenses. 21. Do I have to come to the hearing? No. Lead Plaintiff s Counsel will answer any questions the Court may have. 22. May I speak at the hearing? If you have filed an objection as provided above, you may ask the Court for permission to speak at the Settlement Fairness Hearing. To do so, you must include with your objection the statement, I hereby give notice that I intend to appear at the Settlement Fairness Hearing in Atlas Air Worldwide Holdings, Inc. Securities Litigation, Civil Action No. 02CV8334(WCC). Be sure to include your name, address and telephone number, identify the date(s), price(s), and number(s) of shares of all purchases and acquisitions of the common stock of Atlas you made during the Class Period, and sign the letter. If you intend to have any witnesses testify or to introduce any evidence at the Settlement Fairness Hearing, you must list the witnesses and evidence in your objection. Your Notice of Intention to Appear must be served on the Clerk of the Court, Lead Plaintiff s Counsel, and Defense Counsel at the addresses shown in the answer to Question 18 no later than October 12, You cannot speak at the hearing if you exclude yourself. 23. What happens if I do nothing at all? If you do nothing, you will not receive any money from this Settlement. But, unless you exclude yourself in the manner required above, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against Atlas and the Released Parties about the Released Claims, ever again. 7
8 SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES The Court has Ordered that if you purchased one or more shares of Atlas common stock during the Class Period as nominee for a beneficial owner, then within ten (10) days after you receive this Notice, you must either: (a) send a copy of this Notice and the accompanying Proof of Claim and Release form by first class mail to all such beneficial owners; or (b) provide a list of the names and addresses of such beneficial owners to the Claims Administrator: Atlas Air Worldwide Holdings, Inc. Securities Litigation c/o The Garden City Group, Inc. Claims Administrator PO Box 9180 Dublin, Ohio GETTING MORE INFORMATION This notice summarizes the proposed Settlement. More details are contained in the Stipulation. You can obtain a copy of the Stipulation by visiting If you have questions regarding how to obtain copies of documents related to this Settlement, completing your Proof of Claim, correspondence you have received from the Claims Administrator, or the calculation of your Recognized Claim, you may contact the administrator for the distribution of Settlement Fund toll free at or write Atlas Air Worldwide Holdings, Inc. Securities Litigation, c/o The Garden City Group, Inc., Claims Administrator, P.O. Box 9180, Dublin, Ohio For further information regarding this Settlement, you may contact Lead Plaintiff s Counsel: DO NOT CONTACT THE COURT Kay E. Sickles, Esq. Schiffrin Barroway Topaz & Kessler, LLP 280 King of Prussia Road Radnor, PA Telephone: (610)