YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT: The only way to get a payment. See Questions

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1 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK x IN RE HIBERNIA FOODS, PLC SECURITIES LITIGATION THIS DOCUMENT RELATES TO: ALL ACTIONS x CONSOLIDATED CIVIL ACTION NO. 04-CV-3182 (HB) NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT WITH PRICEWATERHOUSECOOPERS LLP, MOTION FOR ATTORNEYS FEES AND SETTLEMENT FAIRNESS HEARING IF YOU PURCHASED HIBERNIA FOODS, PLC SECURITIES DURING THE PERIOD AUGUST 2, 1999 THROUGH OCTOBER 21, 2003, INCLUSIVE, YOU COULD GET A PAYMENT FROM A CLASS ACTION SETTLEMENT. A federal court authorized this notice. This is not a solicitation from a lawyer. The Settlement will provide a $2.8 million settlement fund for the benefit of investors who bought Hibernia Foods, PLC ( Hibernia ) securities purchased during the period August 2, 1999 through October 21, 2003 (the Class Period ). The Settlement resolves a lawsuit as against Defendant PricewaterhouseCoopers LLP ( PwC ) over the audited financial statements of Hibernia. The Settlement does not resolve Lead Plaintiffs claims against Hibernia or Oliver Murphy or Colm Delves. Your legal rights are affected whether you act or do not act. Read this notice carefully. SUBMIT A CLAIM FORM BY JANUARY 4, 2007 EXCLUDE YOURSELF BY NOVEMBER 20, 2006 OBJECT BY NOVEMBER 20, 2006 GO TO A HEARING ON DECEMBER 21, 2006 AT 10:00 A.M. DO NOTHING YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT: The only way to get a payment. See Questions Get no payment. This is the only option that allows you to be part of any other lawsuit against PwC and the other Released Persons about the Settled Claims. See Questions Write to the Court about why you do not like the Settlement. See Questions 18 and 19. You may come to the Settlement Fairness Hearing and ask to speak in Court about the Settlement. See Questions Get no payment. Give up rights. These rights and options - and the deadlines to exercise them - are explained in this notice. The Court in charge of this case still has to decide whether to approve the Settlement. Payments will be made if the Court approves the Settlement and after appeals are resolved. Please be patient. SUMMARY NOTICE Statement of Plaintiff Recovery Pursuant to the Settlement described herein, a Settlement Fund consisting of $2,800,000 in cash, plus interest, has been established. Lead Plaintiffs estimate that there were approximately 25.9 million Hibernia American

2 Depository Receipts ( ADRs ) traded during the Class Period which may have been damaged. Lead Plaintiffs estimate that a Class Member s average recovery per damaged Hibernia ADR under the Settlement is approximately $0.11 per damaged Hibernia ADR 1 before deduction of Court-awarded attorneys fees and expenses. A Class Member s actual recovery will be a proportion of the Net Settlement Fund determined by that claimant s Recognized Claim as compared to the total Recognized Claims of all Class Members who submit acceptable Proofs of Claim. Depending on the number of claims submitted, when during the Class Period a Class Member purchased Hibernia ADRs, the purchase price paid, and whether those Hibernia ADRs were held at the end of the Class Period or sold during the Class Period, and, if sold, when they were sold and the amount received, an individual Class Member may receive more or less than this average amount. See the Plan of Allocation beginning on page 10 for more information on your Recognized Claim. Statement of Potential Outcome of Case The parties disagree on both liability and damages and do not agree on the average amount of damages per Hibernia ADR that would be recoverable if Lead Plaintiffs were to have prevailed on each claim alleged. Continuing with the case could have resulted in dismissal or loss at trial. The two sides do not agree on the amount of money that could have been won if Lead Plaintiffs prevailed at trial. The parties disagree about: (1) the method for determining whether Hibernia securities were artificially inflated during the relevant period; (2) the amount of any such inflation; (3) the extent that various facts alleged by Lead Plaintiffs were materially false or misleading; (4) the extent that various facts alleged by Lead Plaintiffs influenced the trading price of Hibernia securities during the relevant period; and (5) whether the facts alleged were material, false, misleading or otherwise actionable under the securities laws. Defendant PwC denies that it is liable to the Lead Plaintiffs or the Class, and denies that Lead Plaintiffs or the Class have suffered any damages, or that if they did, that PwC was in any way responsible for such damages. Statement of Attorneys Fees and Costs Sought Plaintiffs Counsel are moving the Court to award 23% of the Settlement Fund, or $644,000 (plus interest), as payment for both their attorneys fees and for reimbursement of their litigation expenses incurred in connection with the prosecution of this Action. The requested fees and expenses would amount to an average of approximately $0.025 per damaged Hibernia ADR. Plaintiffs Counsel have expended approximately $280,000 in litigation expenses and $1,400,000 in professional billable time in the prosecution of this litigation. Accordingly the requested fee and expense award of 23% of the Settlement Fund represents quite a substantial discount from their hourly rates. Plaintiffs Counsel brought this Action on a contingent fee basis and have not yet received any payment for their work investigating the facts, conducting this litigation and negotiating the Settlement on behalf of the Lead Plaintiffs and the Class. Further Information Further information regarding the Action and this Notice may be obtained by contacting Lead Plaintiffs Counsel: Ellen Gusikoff Stewart, Esq., Lerach Coughlin Stoia Geller Rudman & Robbins LLP, 655 W. Broadway, Suite 1900, San Diego, CA , Telephone (619) , or George A. Bauer III, Esq., Milberg Weiss Bershad & Schulman LLP, One Pennsylvania Plaza, New York, NY , Telephone (212) Reasons for the Settlement For the Lead Plaintiffs, the principal reason for the Settlement is the benefit to be provided to the Class now. The Settlement avoids the costs and risks associated with continued litigation, including danger of no recovery. If the Action had not settled, continuing with the case could have resulted in dismissal or loss at trial. For Defendant PwC, which denies all allegations of wrongdoing or liability whatsoever, the principal reason for the Settlement is to eliminate the expense, risks, and uncertain outcome of the litigation. 1 An allegedly damaged Hibernia ADR might have been traded more than once during the Class Period, and the indicated average recovery would be the total for all purchasers of that Hibernia ADR. 2

3 Table of Contents Page SUMMARY NOTICE... 1 Statement of Plaintiff Recovery... 1 Statement of Potential Outcome of Case... 2 Statement of Attorneys Fees and Costs Sought... 2 Further Information... 2 Reasons for the Settlement Why did I get this notice package? What is this lawsuit about? Why is this a class action? Why is there a Settlement?... 4 WHO IS IN THE SETTLEMENT How do I know if I am part of the Settlement? Are there exceptions to being included? What if I am still not sure if I am included?... 5 THE SETTLEMENT BENEFITS WHAT YOU GET What does the Settlement provide? How much will my payment be?... 5 HOW YOU GET A PAYMENT SUBMITTING A PROOF OF CLAIM FORM How can I get a payment? When would I get my payment? What am I giving up to get a payment or stay in the Class?... 6 EXCLUDING YOURSELF FROM THE SETTLEMENT How do I get out of the proposed Settlement? If I do not exclude myself, can I sue PwC and the other Released Persons for the same thing later? If I exclude myself, can I get money from the proposed Settlement?... 7 THE LAWYERS REPRESENTING YOU Do I have a lawyer in this case? How will the lawyers be paid?... 7 OBJECTING TO THE SETTLEMENT How do I tell the Court that I do not like the proposed Settlement? What is the difference between objecting and excluding?... 8 THE COURT S SETTLEMENT FAIRNESS HEARING When and where will the Court decide whether to approve the proposed Settlement? Do I have to come to the Settlement Fairness Hearing? May I speak at the Settlement Fairness Hearing?... 9 IF YOU DO NOTHING What happens if I do nothing at all?... 9 GETTING MORE INFORMATION Are there more details about the proposed Settlement? How do I get more information?... 9 PLAN OF ALLOCATION OF NET SETTLEMENT FUND AMONG CLASS MEMBERS SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES

4 1. Why did I get this notice package? BASIC INFORMATION You or someone in your family may have purchased Hibernia securities during the period August 2, 1999 through October 21, 2003, inclusive. The Court directed that this notice be sent to Class Members because they have a right to know about the proposed Settlement of this class action lawsuit, and about all of their options, before the Court decides whether to approve the Settlement. If the Court approves the Settlement and after any objections or appeals are resolved, the Claims Administrator appointed by the Court will make the payments that the Settlement allows. This package explains the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them. The Court in charge of the case in the United States is the United States District Court for the Southern District of New York, and the case is known as In re Hibernia Foods, PLC Sec. Litig., Consolidated Civil Action No. 04- CV-3182(HB). The case was assigned to United States District Judge Harold Baer, Jr. The entities which brought the Action, the Elkhorn Partners Group and Central Laborer s Pension Fund, are called the Lead Plaintiffs, and the companies and the individuals they sued, Hibernia s auditor PwC, and the individuals Oliver Murphy and Colm Delves, are called the Defendants. 2. What is this lawsuit about? This litigation was brought as a class action naming as Defendants PwC, Oliver Murphy and Colm Delves. PwC served as Hibernia s independent auditor from 2000 until October PwC certified that Hibernia s financial statements had present[ed] fairly, in all material respects, the financial position of Hibernia Foods PLC and its subsidiaries, and that the financial statements complied with Generally Accepted Accounting Principles ( GAAP ). PwC also stated that PwC s audits had been conducted in accordance with Generally Accepted Auditing Standards ( GAAS ). In October 2003, Hibernia was placed into receivership by one of its many creditors. Lead Plaintiffs allege that PwC ignored Hibernia s numerous GAAP violations and red flags and issued clean audit opinions for 2000, 2001 and PwC denies that it did anything wrong. The operative complaint in the litigation is the Consolidated Amended Class Action Complaint (the Complaint ), filed January 7, The Complaint alleges violations of 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder. On February 22, 2005, PwC moved to dismiss the Complaint in its entirety for failure to state a claim upon which relief can be granted pursuant to Rules 12(b)(6) and 9(b) of the Federal Rules of Civil Procedure. Lead Plaintiffs filed their opposition to PwC s motion on or about April 8, On August 1, 2005, the Court issued an Opinion and Order denying the motion to dismiss. PwC answered the Complaint on October 7, 2005, denying liability and raising a number of alleged affirmative defenses. 3. Why is this a class action? In a class action, one or more people called class representatives (in this case the Lead Plaintiffs the Elkhorn Partners Group and Central Laborer s Pension Fund) sue on behalf of people who have similar claims. Here, all these people are called a Class or Class Members. One court will resolve the issues for all Class Members except for those who exclude themselves from the Class. Judge Baer is in charge of this consolidated class action. 4. Why is there a Settlement? Following Plaintiffs Counsel s review of hundreds of thousands of pages of documents produced by Hibernia and PwC in the United States and the United Kingdom, and the taking of depositions of representatives of the Lead Plaintiffs by PwC, on March 28, 2006, Lead Plaintiffs and PwC participated in a mediation with the Honorable Layn R. Phillips (Ret.). After a full day of negotiation, the parties reached an agreement-in-principle to resolve the litigation. The Court did not decide in favor of Lead Plaintiffs or Defendants. Instead, both sides agreed to the Settlement. That way, they avoid the cost of a trial, and eligible Class Members who make a valid claim will get some compensation. PwC denies any wrongdoing or liability relating to any of the claims asserted by the 4

5 Class and denies that Lead Plaintiffs or any Class Members are entitled to damages or other relief. The Settlement allows PwC to put the litigation behind it. Therefore, relying on the provisions of the Stipulation of Settlement that the Settlement shall in no event be construed, or deemed to be evidence, or an admission of any liability, PwC has concluded that it is in its best interest to settle the litigation on the manner and on the terms and conditions set forth in the Stipulation of Settlement. Lead Plaintiffs and their attorneys think the Settlement is best for all Class Members. WHO IS IN THE SETTLEMENT To see if you will get money from this Settlement, you first have to decide if you are a Class Member. 5. How do I know if I am part of the Settlement? The Court has directed that for purposes of the proposed Settlement, the Class includes all persons who purchased Hibernia securities during the period August 2, 1999 through October 21, 2003, except those persons and entities that are excluded, as described below. 6. Are there exceptions to being included? Certain people who are closely aligned 2 with the Defendants are excluded from the Class. If one of your mutual funds purchased securities of Hibernia during the Class Period, that alone doesn t make you a Class Member. You are a Class Member only if you directly purchased securities of Hibernia during the Class Period. Check your investment records or contact your broker to see if you purchased securities of Hibernia during the Class Period. If you held or sold Hibernia securities during the Class Period, that alone does not make you a Class Member. You are a Class Member only if you purchased Hibernia securities during the Class Period. 7. What if I am still not sure if I am included? If you are still not sure whether you are included, you can ask for free help. You can call Rick Nelson at (619) or George A. Bauer III at (212) or visit for more information. Or you can fill out and return the Proof of Claim form described in question 10, to see if you qualify. THE SETTLEMENT BENEFITS WHAT YOU GET 8. What does the Settlement provide? PwC has agreed to pay $2,800,000 in cash to be divided among all eligible Class Members who send in valid claim forms, after payment of Court-approved attorneys fees and expenses and the costs of claims administration, including the costs of printing and mailing this notice and the cost of publishing newspaper notice. 9. How much will my payment be? Your share of the fund will depend on the number and amounts of valid claim forms that Class Members send in and how many Hibernia ADRs you purchased during the relevant period and when you bought and sold them. 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 Plan of Allocation proposed by Lead Plaintiffs Counsel is shown below commencing on page 10. It is not a condition to the Settlement that this particular Plan of Allocation be approved, the Court may, in its discretion, modify the Plan of Allocation in response to objections made by Class Members or otherwise. 2 Specifically, the Class does not include PwC, the Individual Defendants, members of the immediate families of the Individual Defendants, the partners, directors, officers, subsidiaries, and affiliates of PwC, any person, firm, trust, corporation, officer, director or other individual or entity in which PwC, Oliver Murphy or Colm Delves has an interest, which is related to or affiliated with any of them, and the legal representatives, agents, affiliates, heirs, successors-in-interest, or assigns of any such excluded party. 5

6 HOW YOU GET A PAYMENT SUBMITTING A PROOF OF CLAIM FORM 10. How can I get a payment? To qualify for payment, a Class Member must send in a Proof of Claim form. A Proof of Claim form is enclosed with this notice. Read the instructions carefully, fill out the form, include all the documents the form asks for, sign it, and mail it to the Claims Administrator postmarked no later than January 4, When would I get my payment? The Court will hold a hearing at 10:00 a.m., on December 21, 2006, to decide whether to approve the Settlement (the Settlement Fairness Hearing ). If the Court approves the Settlement, there may be an appeal. It is always uncertain whether these appeals can be resolved, and resolving them can take time, perhaps several years. Everyone who sends in a claim form will be informed of the determination with respect to their claim. Distributions will be made to Authorized Claimants after all claims have been processed and after the Court has finally approved the Settlement. Please be patient. Lead Plaintiffs, PwC, their respective counsel and all other Released Persons shall have no responsibility for or liability whatsoever for the investment or distribution of the Settlement Fund, the Net Settlement Fund, the Plan of Allocation or the determination, administration, calculation, or payment of any Proof of Claim or nonperformance of the Claims Administrator, the payment or withholding of taxes owed by the Settlement Fund or any losses incurred in connection therewith. 12. What am I giving up to get a payment or stay in the Class? Unless you exclude yourself, you are staying in the Class, and that means that you cannot sue, continue to sue, or be part of any other lawsuit against PwC and its Related Parties about the same legal issues in this case. In other words, upon the Effective Date you will release all Released Claims (as defined below) against the Released Persons (as defined below): Released Claims means any and all claims, debts, demands, rights or causes of action or liabilities whatsoever (including, but not limited to, any claims for damages, interest, attorneys fees, expert or consulting fees, and any other costs, expenses or liability whatsoever), whether based on federal, state, local, statutory or common law or any other law, rule or regulation, whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or un-matured, whether class or individual in nature, including both known claims and Unknown Claims, (i) that have been asserted in this Action by Class Members or any of them against any of the Released Persons, or (ii) that could have been asserted in any forum by Class Members or any of them against any of the Released Persons which arise out of or are based upon the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or referred to in the Complaint and which relate to the purchase of Hibernia securities during the Class Period. Released Claims does not mean or include claims, if any, against the Released Persons arising under the Employee Retirement Income Security Act of 1974, 29 U.S.C. 1001, et seq. ( ERISA ) which are not common to all Class Members. Released Persons means PwC and each and all of its Related Parties ("Related Parties" means each of PwC's past or present directors, employees, principals, partners, insurers, co-insurers, reinsurers, agents, attorneys, personal or legal representatives, predecessors, successors, subsidiaries, divisions, joint ventures, assigns, related or affiliated entities, or any entity in which PwC has a controlling interest). Released Persons does not include Hibernia, Oliver Murphy or Colm Delves. The Effective Date will occur when an Order entered by the Court approving the Settlement becomes final and not subject to appeal. If you remain a member of the Class, all of the Court s orders will apply to you and legally bind you. EXCLUDING YOURSELF FROM THE SETTLEMENT If you don t want a payment from this Settlement, but you want to keep the right to sue or continue to sue PwC, the other Released Persons, Hibernia, Oliver Murphy or Colm Delves on your own about the same legal issues in this case, then you must take steps to get out of the Class. This is called excluding yourself or is sometimes referred to as opting out of the Class. 6

7 13. How do I get out of the proposed Settlement? To exclude yourself from the Class, you must send a signed letter by mail stating that you want to be excluded from the Class. Write to In re Hibernia Foods, PLC Sec. Litig., Consolidated Civil Action No. 04-CV-3182(HB), at the address below. You must include your name, address, telephone number, your signature, and the number and type of Hibernia securities you purchased during the Class Period, the number and type of Hibernia securities sold during this time period, if any, and the dates of such purchases and sales. You must mail your exclusion request postmarked no later than November 20, 2006 to: Hibernia Securities Litigation Claims Administrator c/o Gilardi & Co. LLC P.O. Box 5100 Larkspur, CA You cannot exclude yourself on the phone or by . If you ask to be excluded, you are not eligible to get any payment, and you cannot object to the Settlement. You will not be legally bound by anything that happens in this lawsuit. 14. If I do not exclude myself, can I sue PwC and the other Released Persons for the same thing later? No. Unless you exclude yourself, you give up any rights to sue PwC and the other Released Persons for any and all Settled Claims. If you have a pending lawsuit speak to your lawyer in that case immediately. You must exclude yourself from this Class to continue your own lawsuit. Remember, the exclusion deadline is November 20, If I exclude myself, can I get money from the proposed Settlement? No. If you exclude yourself, do not send in a Proof of Claim form. But, you may sue, continue to sue, or be part of a different lawsuit against PwC and the other Released Persons. THE LAWYERS REPRESENTING YOU 16. Do I have a lawyer in this case? The Court ordered that the law firms of Lerach Coughlin Stoia Geller Rudman & Robbins LLP and Milberg Weiss Bershad & Schulman LLP will represent all Class Members in the litigation. These lawyers are called Lead Plaintiffs Counsel. You will not be separately charged for these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense. On May 18, 2006 in the United States District Court for the Central District of California (Los Angeles), Milberg Weiss Bershad & Schulman LLP and two of its partners were named as defendants in an indictment. The indictment alleges that, in certain cases which are identified in the indictment, portions of attorneys fees awarded to Milberg Weiss Bershad & Schulman LLP were improperly shared with certain plaintiffs. The indictment does not refer to this Action, and makes no allegations of any impropriety in the conduct of this Action. Milberg Weiss Bershad & Schulman LLP and the two partners have pled not guilty, and have publicly stated that they are innocent and intend to vigorously fight the charges. 17. How will the lawyers be paid? Plaintiffs Counsel are moving the Court to award them fees and expenses in a combined total amount of 23% of the $2,800,000 Settlement Fund (and 23% of the interest earned thereon). The requested fees and expenses would total $644,000 (plus interest). Plaintiffs Counsel have expended approximately $280,000 in litigation expenses in the prosecution of this litigation. Plaintiffs Counsel brought this Action on a contingent fee basis and have not yet received any payment for their work investigating the facts, conducting this litigation and negotiating the Settlement on behalf of the Lead Plaintiffs and the Class. 7

8 The attorneys fees and expenses that may be awarded by the Court will be paid from the Settlement Fund. Class Members are not personally liable for any such fees or expenses. The attorneys fees and expenses requested will be the only payment to Lead Plaintiffs Counsel for their efforts in achieving this Settlement and for their risk in undertaking this representation on a wholly contingent basis. To date, Lead Plaintiffs Counsel have not been paid for their services for conducting this litigation on behalf of the Lead Plaintiffs and the Class nor for their substantial out-of-pocket expenses. The fee requested will compensate Lead Plaintiffs Counsel for their work in achieving the Settlement Fund and is lower than the range of fees awarded to class counsel under similar circumstances in other cases of this type, which are frequently in excess of 25% of the settlement amount, plus litigation expenses. OBJECTING TO THE SETTLEMENT You can tell the Court that you do not agree with the Settlement or some part of it. 18. How do I tell the Court that I do not like the proposed Settlement? If you are a Class Member, you can object to the Settlement if you don t like any part of it. You can give reasons why you think the Court should not approve it. The Court will consider your views. To object in the litigation, you must send a letter saying that you object to the Settlement in In re Hibernia Foods, PLC Sec. Litig., Consolidated Civil Action No. 04-CV-3182(HB). Be sure to include your name, address, telephone number, your signature, the number of Hibernia securities purchased during the Class Period and the reasons you object to the Settlement. Any objection to the Settlement must be mailed or delivered such that it is received by each of the following no later than November 20, 2006: Court: Clerk of the Court UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK Daniel Patrick Moynihan United States Courthouse 500 Pearl Street New York, NY Co-Lead Counsel for Plaintiffs in the Litigation: Ellen Gusikoff Stewart LERACH COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP 655 W. Broadway, Suite 1900 San Diego, CA Counsel for Defendant PwC: William R. Maguire HUGHES HUBBARD & REED LLP One Battery Park Plaza New York, NY George A. Bauer III MILBERG WEISS BERSHAD & SCHULMAN LLP One Pennsylvania Plaza New York, NY What is the difference between objecting and excluding? Objecting is simply telling the Court that you do not like something about the Settlement. You can object only if you stay in the Class. Excluding yourself is telling the Court that you do not want to be part of the Class. If you exclude yourself, you have no basis to object because the case no longer affects you. THE COURT S SETTLEMENT FAIRNESS HEARING The Court will hold a hearing to decide whether to approve the Settlement. You may attend and you may ask to speak, but you don t have to. 8

9 20. When and where will the Court decide whether to approve the proposed Settlement? The Court will hold the Settlement Fairness Hearing at 10:00 a.m., on December 21, 2006, at the Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, Courtroom 23B, New York, New York. At the Settlement Fairness Hearing the Court will consider whether the Settlement is fair, reasonable, and adequate. At the Settlement Fairness Hearing, the Court also will consider the proposed Plan of Allocation for the proceeds of the Settlement and the application of Plaintiffs Counsel for attorneys fees and reimbursement of expenses. If there are objections, the Court will consider them. The Judge will listen to people who have asked to speak at the Settlement Fairness Hearing. The Court will also consider how much to pay to Lead Plaintiffs Counsel. The Court may decide these issues at the Settlement Fairness Hearing or take them under consideration. We do not know how long these decisions will take. You should be aware that the Court may change the date and time of the Settlement Fairness Hearing. Thus, if you want to come to the Settlement Fairness Hearing, you should check with Lead Plaintiffs Counsel before coming to be sure that the date and/or time has not changed. 21. Do I have to come to the Settlement Fairness Hearing? No. Lead Plaintiffs Counsel will answer questions the Judge may have. But, you are welcome to come at your own expense. If you send an objection, you don t have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary. 22. May I speak at the Settlement Fairness Hearing? You may ask the Court for permission to speak at the Settlement Fairness Hearing. If you wish to be heard at the Settlement Fairness Hearing, you should include with your objection letter (as described in question 18) a statement saying that it is your intention to appear at the Settlement Fairness Hearing. IF YOU DO NOTHING 23. What happens if I do nothing at all? If you do nothing, you ll get no money from this Settlement. But, unless you exclude yourself, you won t be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against PwC or the other Released Persons about the same legal issues in this case. GETTING MORE INFORMATION 24. Are there more details about the proposed Settlement? This Notice summarizes the proposed Settlement. More details are in the Stipulation of Settlement dated as of July 17, You can get a copy of the Stipulation of Settlement by writing to Rick Nelson, c/o Lerach Coughlin Stoia Geller Rudman & Robbins LLP, 655 W. Broadway, Suite 1900, San Diego, CA 92101, George A. Bauer III, c/o Milberg Weiss Bershad & Schulman LLP, One Pennsylvania Plaza, New York, NY or from the Clerk s office at the United States District Court for the Southern District of New York, 500 Pearl Street, Room 120, New York, New York during regular business hours, or by visiting How do I get more information? You can visit the Claims Administrator s website at where you will find answers to common questions about the Settlement or the Proof of Claim form, plus other information to help you determine whether you are a Class Member and whether you are eligible for a payment. DO NOT TELEPHONE THE COURT REGARDING THIS NOTICE 9

10 PLAN OF ALLOCATION OF NET SETTLEMENT FUND AMONG CLASS MEMBERS The $2,800,000 Cash Settlement Amount and the interest earned thereon shall be the Gross Settlement Fund. The Gross Settlement Fund, less all taxes, approved costs, fees and expenses (the Net Settlement Fund ) shall be distributed to members of the Class who submit acceptable Proofs of Claim ( Authorized Claimants ). 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 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. The following Plan of Allocation formula reflects Lead Plaintiffs contention that the price of Hibernia ADRs was artificially inflated during the Class Period by as much as $1.32 per ADR, and that the decreases in the price of Hibernia ADRs occurring upon the revelations made about Hibernia on November 25, 26 and 27, 2002 and on October 22, 2003, of $0.57, $0.24, $0.27 and $0.24 respectively, reflected the elimination of the artificial inflation that the Defendants' alleged misrepresentations may have caused. "Recognized Claims" will be calculated for purposes of the Settlement as follows: (a) For Hibernia ADRs purchased during the period August 2, 1999 through the close of trading on November 27, 2002, and (1) Sold on or before the close of trading on November 24, 2002, an Authorized Claimant shall have no ($0.00) "Recognized Claim". (2) Sold on November 25, 2002 an Authorized Claimant's "Recognized Claim" shall mean the lesser of: (a) $0.57 per ADR, or (b) the purchase price paid (including commissions, etc.) (the PPP ) less the sales proceeds received (net of commissions, etc.) (the SPR ). (3) Sold on November 26, 2002 an Authorized Claimant's "Recognized Claim" shall mean the lesser of: (a) $0.81 per ADR, or (b) the PPP less the SPR. (4) Sold during the period November 27, 2002 through the close of trading on October 21, 2003 an Authorized Claimant's "Recognized Claim" shall mean the lesser of: (a) $1.08 per ADR, or (b) the PPP less the SPR. (5) Held as of the close of trading on October 21, 2003 an Authorized Claimant's "Recognized Claim" shall mean the lesser of: (a) $1.32 per ADR, or (b) the PPP less the $0.80 per ADR October 22, 2003 closing value. (b) For Hibernia ADRs purchased during the period November 28, 2002 through the close of trading on October 21, 2003, and (1) Sold on or before the close of trading on October 21, 2003, an Authorized Claimant shall have no ($0.00) "Recognized Claim". (2) Held as of the close of trading on October 21, 2003 an Authorized Claimant s Recognized Claim shall mean the lesser of: (a) $0.24 per ADR, or (b) the PPP less $0.80 per ADR. In the event a Class Member has more than one purchase or sale of Hibernia securities during the Class Period, all purchases and sales shall be matched on a first-in, first-out ( FIFO ) basis. Class Period sales will be matched first against any Hibernia securities held at the beginning of the Class Period and then against subsequent purchases in chronological order. A purchase or sale of Hibernia securities shall be deemed to have occurred on the contract or trade date as opposed to the settlement or payment date. The receipt or grant by gift, devise or operation of law of Hibernia securities during the Class Period shall not be deemed a purchase or sale of Hibernia securities for the calculation of an Authorized Claimant s Recognized Claim nor shall it be deemed an assignment of any claim relating to the purchase of such Hibernia securities unless specifically provided in the instrument of gift or assignment. 10

11 To the extent a Claimant had a gain from his, her or its overall transaction in Hibernia securities during the Class Period, the value of the Recognized Claim will be zero. To the extent that a Claimant suffered an overall loss on his, her or its overall transactions in Hibernia securities during the Class Period, but that loss was less than the Recognized Claim calculated above, then the Recognized Claim shall be limited to the amount of the actual loss. The payment you get will reflect your pro rata share of the Net Settlement Fund after deduction of Courtapproved fees and expenses based on your Recognized Claim as compared to the total Recognized Claims of all Authorized Claimants. Depending on the number of eligible ADRs that participate in the Settlement and when those Hibernia ADRs were purchased and sold, the estimated average payment will be approximately $0.11 for each Hibernia ADR before deduction of Court-approved fees and expenses. The number of claimants who send in claims varies widely from case to case. If fewer than anticipated Class Members send in a claim form, you could get more money. For purposes of determining whether a Claimant had a gain from his, her or its overall transactions in Hibernia ADRs during the Class Period or suffered a loss, the Claims Administrator shall: (i) total the amount paid for all Hibernia ADRs purchased during the Class Period by the Claimant (the Total Purchase Amount ); (ii) match any sales of Hibernia ADRs during the Class Period first against the Claimant s opening position in the stock (the proceeds of those sales will not be considered for purposes of calculating gains or losses); (iii) total the amount received for sales of the remaining Hibernia ADRs sold during the Class Period (the Sales Proceeds ); and (iv) ascribe a $0.80 per Hibernia ADR holding value for the number of Hibernia ADRs purchased during the Class Period and still held at the end of the Class Period ( Holding Value ). The difference between (x) the Total Purchase Amount ((i) above) and (y) the sum of the Sales Proceeds ((iii) above) and the Holding Value ((iv) above) will be deemed a Claimant s gain or loss on his, her or its overall transactions in Hibernia ADRs during the Class Period. Each Authorized Claimant shall be allocated a pro rata share of the Net Settlement Fund based on his, her or its Recognized Claim as compared to the total Recognized Claims of all Authorized Claimants. Class Members who do not submit acceptable Proofs of Claim will not share in the Net Settlement Fund. Class Members who do not either submit a request for exclusion or submit an acceptable Proof of Claim will nevertheless be bound by the Settlement and the Order and Final Judgment of the Court dismissing this Action. Distributions will be made to Authorized Claimants after all claims have been processed and after the Court has finally approved the Settlement. If any funds remain in the Net Settlement Fund by reason of un-cashed distributions or otherwise, then, after the Claims Administrator has made reasonable and diligent efforts to have Class Members who are entitled to participate in the distribution of the Net Settlement Fund cash their distributions, any balance remaining in the Net Settlement Fund one (1) year after the initial distribution of such funds shall be re-distributed to Class Members who have cashed their initial distributions and who would receive at least $10.00 from such re-distribution, after payment of any unpaid costs or fees incurred in administering the Net Settlement Fund for such re-distribution. If after six (6) months after such re-distribution any funds shall remain in the Net Settlement Fund, then such balance shall be contributed to non-sectarian, not-for-profit, 501(c)(3) organization(s) designated by Lead Plaintiffs Counsel. Lead Plaintiffs, Defendants, their respective counsel, and all other Released Persons shall have no responsibility for or liability whatsoever for the investment or distribution of the Settlement Fund, the Net Settlement Fund, the Plan of Allocation or the determination, administration, calculation, or payment of any Proof of Claim or non-performance of the Claims Administrator, the payment or withholding of taxes owed by the Settlement Fund or any losses incurred in connection therewith. SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES If you purchased Hibernia securities during the period August 2, 1999 through October 21, 2003, inclusive as nominee for a beneficial owner, then, within ten (10) days after you receive this notice, you must either: (1) send a copy of this notice by first class mail to all such Persons; or (2) provide a list of the names and addresses of such Persons to the Claims Administrator: 11

12 Hibernia Securities Litigation Claims Administrator c/o Gilardi & Co. LLC P. O. Box 5100 Larkspur, CA If you choose to mail the notice and Proof of Claim yourself, you may obtain from the Claims Administrator (without cost to you) as many additional copies of these documents as you will need to complete the mailing. Regardless of whether you choose to complete the mailing yourself or elect to have the mailing performed for you, you may obtain reimbursement for or advancement of reasonable administrative costs actually incurred or expected to be incurred in connection with forwarding the notice and which would not have been incurred but for the obligation to forward the notice, upon submission of appropriate documentation to the Claims Administrator. Dated: New York, New York September 19, 2006 BY ORDER OF THE COURT UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK 12