SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF KINGS ADELE BRODY, individually and on behalf of all others similarly situated, vs. Plaintiff, Index No.: 008835/2006 Justice Carolyn E. Demarest ROBERT B. CATELL, ANDREA CHRISTENSEN, ROBERT J. FANI, ALAN H. FISHMAN, JAMES R. JONES, JAMES L. LAROCCA, GLORIA C. LARSON, STEPHEN W. MCKESSY, EDWARD D. MILLER, VIKKI L. PRYOR, KEYSPAN CORPORATION, and NATIONAL GRID PLC, Defendants. TO: NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION, SETTLEMENT FAIRNESS HEARING AND RIGHT TO APPEAR, AND APPLICATION OF PLAINTIFF S COUNSEL FOR AN AWARD OF FEES AND EXPENSES ALL PERSONS AND ENTITIES WHO OWNED (BENEFICIALLY OR OTHERWISE) THE COMMON STOCK OF KEYSPAN CORPORATION AT ANY TIME DURING THE PERIOD FROM NOVEMBER 12, 2004 THROUGH AND INCLUDING OCTOBER 20, 2006 (THE SETTLEMENT CLASS PERIOD ). PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. THIS NOTICE RELATES TO A PROPOSED SETTLEMENT OF LITIGATION AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS. YOUR RIGHTS WILL BE AFFECTED BY LEGAL PROCEEDINGS IN THIS LITIGATION. IF THE COURT APPROVES THE PROPOSED SETTLEMENT, THE SETTLEMENT CLASS WILL BE FOREVER BARRED FROM CONTESTING THE FAIRNESS, REASONABLENESS OR ADEQUACY OF THE PROPOSED SETTLEMENT, OR FROM PURSUING ANY OF THE SETTLED CLAIMS. THE COURT HAS MADE NO FINDINGS OR DETERMINATIONS RESPECTING THE MERITS OF THIS CASE. THE RECITATION OF THE BACKGROUND AND CIRCUMSTANCES OF THE SETTLEMENT CONTAINED HEREIN DOES NOT CONSTITUTE THE FINDINGS OF THE COURT. IT IS BASED ON REPRESENTATIONS MADE TO THE COURT BY COUNSEL FOR THE PARTIES. IF YOU WERE THE RECORD OWNER, BUT NOT THE BENEFICIAL OWNER OF KEYSPAN CORPORATION COMMON STOCK DURING THE SETTLEMENT CLASS PERIOD, PLEASE TRANSMIT THIS DOCUMENT TO THE BENEFICIAL OWNER(S) FOR WHOM YOU HELD SUCH COMMON STOCK. THIS NOTICE IS GIVEN pursuant to an Order of the Court (the Preliminary Approval Order ) entered in the above-captioned class action (the Action ) brought on behalf of persons and entities who owned shares of common stock of KeySpan Corporation. The purpose of this Notice is to inform you of the proposed settlement of the Action (the Settlement ), and of a hearing (the Settlement Fairness Hearing ) to be held before the Honorable Justice Carolyn E. Demarest in Supreme Court of the State of New York, County of Kings, Commercial Division, Room 756, 360 Adams Street, Brooklyn, New York at 10:00 a.m. on April 24, 2007. The purpose of the Settlement Fairness Hearing is: (1) to determine whether the proposed Settlement, as set forth in a Stipulation of Compromise
and Settlement entered into by the parties to the Action and dated as of October 20, 2006 (the Stipulation ), is fair, reasonable, adequate, in the best interests of the Settlement Class (defined below) and should be approved by the Court; (2) to determine whether a judgment should be entered in the Action pursuant to the proposed Settlement that will, among other things, dismiss the Action with prejudice and release the Released Claims (as defined below); (3) to consider the application of Plaintiff s counsel for an award of attorneys fees and expenses; and (4) to consider such other matters as the Court may deem appropriate. DESCRIPTION OF THE LITIGATION 1. This action arises from the proposed acquisition of KeySpan Corporation ( KeySpan ), a corporation incorporated under the laws of the State of New York, by National Grid plc ( National Grid ), a public limited company incorporated under the laws of England and Wales (the Merger ). The defendants are Robert B. Catell, Andrea Christensen, Robert J. Fani, Alan H. Fishman, James R. Jones, James L. Larocca, Gloria C. Larson, Stephen W. McKessy, Edward D. Miller, Vikki L. Pryor, and KeySpan (the KeySpan Defendants ), and National Grid (together with the KeySpan Defendants, the Defendants ). 2. KeySpan operates natural gas utilities in New York, New Hampshire and Massachusetts, and is the largest distributor of natural gas in the Northeast region of the United States. National Grid is an international energy delivery company with principal activities in the regulated electricity and natural gas industries. It transmits and distributes electricity and natural gas to nearly four million customers in Massachusetts, New Hampshire, New York and Rhode Island. 3. The individual defendants are members of KeySpan s ten-member Board of Directors, positions which they held during the Settlement Class Period. Eight of those directors are outside directors who are not employed by KeySpan. 4. On or about February 27, 2006, KeySpan announced that it had entered into an agreement with National Grid (the Merger Agreement ), pursuant to which KeySpan would be acquired by National Grid in a merger in which KeySpan shareholders would receive $42 per share in cash for their shares of KeySpan common stock, subject to shareholder and regulatory approvals. 5. On or about March 20, 2006, plaintiff Adele Brody ( Plaintiff ) commenced the Action on behalf of a class consisting of all holders of KeySpan common stock against the KeySpan Defendants, alleging that the individual defendants had breached their fiduciary duties by, among other things, agreeing to the Merger at an allegedly inadequate price and that KeySpan had aided and abetted those breaches. The Action sought, among other relief, an order preliminarily and permanently enjoining the Merger from proceeding. 6. On or about April 19, 2006, the KeySpan Defendants moved to dismiss the complaint in the Action on the ground that it failed to state a cause of action. 7. On or about April 28, 2006, KeySpan filed with the Securities and Exchange Commission (the SEC ) a preliminary proxy statement (the Preliminary Proxy ) concerning the Merger. 8. On or about May 26, 2006, after review of the Merger Agreement and Preliminary Proxy, Plaintiff served an amended complaint (the Amended Complaint ) adding National Grid as a defendant in the Action, alleging that National Grid aided and abetted the alleged breaches of fiduciary duties by the KeySpan Defendants, and adding claims of inadequate disclosure with respect to the Preliminary Proxy due to the alleged omission of allegedly material information in the Preliminary Proxy which Plaintiff contended was necessary in order for KeySpan shareholders to make an informed decision concerning the Merger. 9. Thereafter, counsel for Plaintiff and counsel for the Defendants engaged in good faith discussions concerning the possible settlement of the Action. Among other things, Plaintiff s counsel urged in these discussions that additional particularized disclosures concerning the background and principal events leading to the execution of the Merger Agreement between KeySpan and National Grid needed to be included in KeySpan s proxy materials in order for KeySpan shareholders to make an informed decision concerning whether to vote in favor of or against the proposed Merger. 10. On or about June 15, 2006, KeySpan filed a revised draft of its proxy materials containing additional disclosures concerning the background and principal events leading to the execution of the Merger Agreement. Plaintiff s counsel reviewed the additional disclosures and provided additional written comments thereon to Defendants counsel, certain of which were incorporated in the final version of KeySpan s proxy materials mailed on or about July 11, 2006 to KeySpan shareholders in connection with the Merger. 2
11. On or about June 28, 2006, in consideration of the additional disclosures and the opportunity to provide further comments thereon, Plaintiff s counsel and Defendants counsel entered into a Memorandum of Understanding providing for the settlement of the Action on the terms set forth therein, subject to the completion by Plaintiff s counsel of confirmatory discovery, the approval of the Court and certain other conditions. 12. On August 17, 2006, KeySpan publicly announced that the Merger had been overwhelmingly approved by its shareholders at its annual meeting held that day. 13. Plaintiff s counsel subsequently completed confirmatory discovery, and the parties thereafter entered into a Stipulation of Compromise and Settlement dated as of October 20, 2006 (the Stipulation ) providing for the Settlement of this Action on the terms and subject to the conditions described below. 14. Plaintiff s counsel have conducted a thorough investigation into the facts and law relating to the Action and have fully analyzed and evaluated the merits of all parties contentions and the proposed Settlement as it impacts each of the parties, including the individual members of the Settlement Class. Plaintiff s counsel represent that they also have evaluated the risks, delay and difficulties in establishing liability, the relief that might be available in the event that liability was established, and the likelihood that the litigation could be further protracted and expensive. 15. The Defendants vigorously dispute and deny each and every one of Plaintiff s allegations, which they believe to be entirely without merit, and have determined to enter into this Settlement solely for the purpose of avoiding further burden, expense and inconvenience of this Action. The KeySpan Defendants have further determined that the Settlement of the Action on the terms set forth in the Stipulation is in the best interests of KeySpan and its shareholders. 16. All parties and their counsel agree that the proposed Settlement is fair, reasonable, adequate and in the best interests of the Settlement Class. 17. The Settlement is subject to the approval of the Court, following the Settlement Fairness Hearing, as described in the section of this Notice captioned Notice of Fairness Hearing and Rights of Settlement Class Members, below. The principal terms, conditions and other matters that are part of the proposed Settlement are summarized below. This summary should be read in conjunction with, and is qualified in its entirety by reference to, the text of the Stipulation, which has been filed with the Court. PRINCIPAL TERMS OF THE PROPOSED SETTLEMENT 18. Plaintiff, on behalf of the Settlement Class (as defined below), has agreed to the full and complete settlement of the Action, and any and all claims asserted, or which could have been asserted, therein, or which arise out of or are in any way related to any of the acts, facts, transactions, occurrences or claims set forth therein, in consideration of (a) KeySpan s inclusion in its final proxy materials disseminated to KeySpan shareholders in connection with the Merger of the additional disclosures contained therein concerning the background and principal events leading to the execution of the Merger Agreement between KeySpan and National Grid, (b) KeySpan s agreement and fulfillment of that agreement to accept certain comments and suggested changes thereon provided by Plaintiff s counsel, (c) KeySpan s agreement and fulfillment of that agreement to permit Plaintiff s counsel to review the final proxy materials and submit additional comments thereon before such materials were disseminated to KeySpan shareholders, and (d) KeySpan s agreement and fulfillment of that agreement to permit Plaintiff s counsel to conduct specific document and deposition discovery to confirm the fairness of the Merger as to both its substance and procedure. 19. Defendants have agreed, solely for the purpose of effectuating the Settlement, that the Action may be maintained as a class action on behalf of a class (the Settlement Class ) defined as all persons and entities who owned (beneficially or otherwise) the common stock of KeySpan at any time during the period from November 12, 2004 through and including October 20, 2006, excluding Defendants, members of the Defendants immediate families, any entities in which any Defendant has or had a controlling interest, any entities that are a parent or subsidiary of or are controlled by KeySpan or National Grid, and any affiliates, legal representatives, heirs, predecessors, successors and assigns of any of the Defendants. The Preliminary Approval Order provides that the Settlement Class shall be a non-opt out class with respect to all claims for injunctive, declaratory, and other equitable relief. Members of the Settlement Class may opt out solely to preserve any right to pursue potential claims for monetary damages, but will otherwise be bound by the Settlement s terms. Those persons (if any) who timely and validly request exclusion from the Settlement Class pursuant to this Notice are excluded from the Settlement Class solely with respect to any right they may have to pursue potential claims for monetary damages. 3
20. The Stipulation provides that, if the Settlement is approved by the Court, a judgment will be entered dismissing the Action with prejudice, and containing a broad release applicable to the Plaintiff, both individually and on behalf of the Settlement Class, and all other members of the Settlement Class. The full text of the release is as follows: 1 Any and all claims, demands, rights, actions or causes of action, liabilities, damages, losses, attorneys fees, costs, expenses, obligations, duties, judgments, suits, proceedings, debts, dues, sums of money, accounts, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, executions, matters and issues of any kind whatsoever, whether in law or equity, and whether direct, indirect, individual, representative or derivative, known or unknown, from the beginning of time to the present, including but not limited to those arising under federal, state, local, statutory or common law, or any other rule or regulation, foreseen or unforeseen, matured or unmatured, known or unknown, accrued or not accrued, contingent or absolute, apparent or unapparent, suspected or unsuspected, disclosed or undisclosed, liquidated or unliquidated, including but not limited to those relating to any alleged fraud, breach of any duty, negligence, gross negligence and/or the disclosure or non-disclosure of any fact or matter, whether or not asserted, that have been or could have been asserted in the Action or any other action, proceeding, suit, or matter against Defendants or their respective family members, heirs, executors, administrators, successors, assigns, present and former employees, officers, directors, attorneys, legal representatives, and agents of each of them, and any person or entity which is or was related to or affiliated with any Defendant or which any Defendant has or had a controlling interest and the present and former parents, subsidiaries, divisions, affiliates, predecessors, successors, employees, officers, directors, attorneys, assigns, and agents of each of them, and any other current or former directors, officers, or employees of any Defendant, regardless of whether such person was served with process and appeared in this Action (collectively, the Released Persons ), which have or could have arisen or arise at any time, and relate in any manner to, the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions, acts or failures to act, course of conduct, or any other matter, thing or cause whatsoever, or any series thereof, embraced, involved, set forth, or otherwise related, directly or indirectly, to the facts and circumstances alleged or that could have been alleged in the complaint and/or the amended complaint in this Action (collectively, the Released Claims ) are fully, finally, and forever compromised, settled, discharged, dismissed with prejudice and released with full preclusive effect as to each of the Released Persons; provided, however, that the claims to be released do not include the right of any members of the Settlement Class or any of the Defendants to enforce the terms of the Settlement. Plaintiff and each member of the Settlement Class, on behalf of themselves, their successors and assigns, and any other person claiming (now or in the future) through or on behalf of them, has, and by operation of this Judgment covenants not to sue the Released Persons with respect to all such Released Claims, and are permanently barred and enjoined from instituting, commencing, prosecuting or asserting any Released Claim against any Released Person. With respect to any and all Released Claims, Plaintiff expressly waives and relinquishes, and each of the members of the Settlement Class waives and relinquishes, and by operation of this Judgment waives and relinquishes, to the fullest extent permitted by law, the provisions, rights, and benefits of California Civil Code Section 1542 (to the extent it applies to the Action), which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Also, with respect to any and all Released Claims, Plaintiff further expressly waives and relinquishes, and each of the members of the Settlement Class waives and relinquishes, and by 1 Capitalized terms used in the release have the meanings defined in the Stipulation, which are the same as in this Notice. In particular, the term Defendants means Robert B. Catell, Andrea Christensen, Robert J. Fani, Alan H. Fishman, James R. Jones, James J. Larocca, Gloria C. Larson, Stephen W. McKessy, Edward D. Miller, Vikki L. Pryor, KeySpan Corporation and National Grid plc. The term Plaintiff means Adele Brody. 4
operation of this Judgment waives and relinquishes, to the fullest extent permitted by law, any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law or foreign law, that is similar, comparable, or equivalent in effect to California Civil Code Section 1542 or that would otherwise act to limit the effectiveness or scope of this release. Plaintiff and the members of the Settlement Class expressly acknowledge that they may hereafter discover facts in addition to or different from those that any of them or their counsel now knows or believes to be true with respect to the subject matter of the Released Claims or otherwise, which, if known might have affected the decision to enter into this stipulation, but stipulate and agree that Plaintiff has, and each member of the Settlement Class has, and by operation of this Judgment has, fully, finally, and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, that now exist or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future including, but not limited to, conduct that is negligent, reckless, intentional, with or without malice, or a breach of any duty, law, or rule, without regard to the subsequent discovery or existence of such different or additional facts. Plaintiff acknowledges, and the members of the Settlement Class acknowledge, and by operation of this Judgment shall have acknowledged, that the foregoing waiver was separately bargained for and a key element of the Settlement. 21. The Settlement will become effective only when both of the following conditions are satisfied: (a) a judgment containing the foregoing release and binding on Plaintiff and all members of the Settlement Class (other than those who have properly requested exclusion therefrom in the manner described in this Notice) has been entered in the Action, approving the Settlement and dismissing the Action with prejudice; and (b) such judgment, with the exception of any portion thereof awarding attorneys fees and expenses to Plaintiff s counsel, has become final and non-appealable. 22. Plaintiff s counsel will apply to the Court, at or before the Settlement Fairness Hearing, for an award of attorneys fees and expenses in an aggregate amount of not more than $350,000. Defendants have agreed not to oppose an application for attorneys fees and expenses that does not exceed such limit, and to pay such amount as may be awarded by the Court up to such limit. The amount of any such award is solely within the Court s discretion. Payment of any such award is conditioned upon, among other things, the parties obtaining Court approval of the Settlement, dismissal of the Action by the Court with prejudice in accordance with the terms of the Stipulation, such dismissal becoming final and non-appealable as provided by the Stipulation, and the Closing of the Merger in accordance with the Merger Agreement. However, the effectiveness of the Settlement is not conditioned in any way upon the award of attorneys fees and expenses to Plaintiff s counsel. 23. Defendants are bearing the costs of this Notice as well as all other reasonable costs of providing notice of the Settlement to members of the Settlement Class. 24. If the Settlement does not become final as described in the Stipulation, the Stipulation and the proposed Settlement shall be null and void and of no force and effect, and shall not be deemed to prejudice in any way the position of any of the parties with respect to the Action, who will be returned to their respective legal positions prior to the execution of the Stipulation and the June 28, 2006 Memorandum of Understanding (except that Defendants shall bear the costs associated with printing and disseminating this Notice). The parties have agreed that the Stipulation shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to New York s rules with respect to conflict of laws. NOTICE OF FAIRNESS HEARING AND RIGHTS OF SETTLEMENT CLASS MEMBERS 25. Any individual or entity falling within the definition of the Settlement Class who so desires may be excluded from the Settlement and the Settlement Class solely for the purpose of pursuing potential claims for monetary damages. Any such person or entity seeking to be so excluded must submit to the Notice Administrator at: KeySpan Merger Litigation Request for Exclusion, c/o Berdon Claims Administration LLC, P.O. Box 9014, Jericho, NY 11753-8914 a written request for exclusion ( Request for Exclusion ) via regular mail postmarked not later than April 10, 2007. A Request for Exclusion shall: (a) state the name, mailing address, e-mail address (if any), and telephone number (if any) of the person or entity requesting exclusion; (b) contain a statement attesting to the fact that such person or entity is a member of the Settlement Class, and setting forth the number of KeySpan shares such person or entity held during the Settlement Class Period (or, if such number varied during the Settlement Class 5
Period, the largest number of shares held during such Period), the date(s) such shares were acquired and the number of shares acquired on each such date, and the date(s) within the Settlement Class Period that such person or entity sold any KeySpan shares and the number of shares sold on each such date; and (c) state that the person or entity wishes to be excluded from the Settlement Class. All individuals who submit valid and timely Requests for Exclusion in the manner set forth in this paragraph shall not be bound by the Settlement or any judgment that may be entered with respect to potential claims for monetary damages but shall be bound by the Settlement and any judgment that may be entered with respect to all claims for injunctive, declaratory, and other equitable relief. Any member of the Settlement Class who fails to submit a Request for Exclusion in the above-prescribed manner shall be deemed to have waived his, her or its rights to be excluded from the Settlement Class and shall be barred from making such a request in this or any other action or proceeding. Class Counsel shall provide copies of any and all Requests for Exclusion to Defendants counsel at least seven (7) days before the Settlement Fairness Hearing. 26. Any member of the Settlement Class who objects to the proposed Settlement, Plaintiff s counsel s application for an award of attorneys fees and reimbursement of costs and expenses, or who otherwise wishes to be heard, may appear in person or by attorney at the Settlement Fairness Hearing and present any evidence or argument that may be proper and relevant, provided, however, that no later than April 10, 2007 (except upon leave granted by the Court upon good cause shown) such person shall file with the Clerk of the Court and, on or before such filing, shall serve a notice of such person s intention to appear, by hand or by first class mail, postage prepaid, upon the counsel specified below: WEISS & LURIE SIMPSON THACHER & BARTLETT LLP Attn: Joseph H. Weiss, Esq. Attn: Paul C. Gluckow, Esq. 551 Fifth Avenue 425 Lexington Avenue New York, NY 10176 New York, NY 10017 Attorneys for Plaintiff Attorneys for the KeySpan Defendants SKADDEN, ARPS, SLATE MEAGHER & FLOM LLP Attn:Douglas M. Kraus, Esq. Four Times Square New York, NY 10036 Attorneys for National Grid plc Such notice shall: (a) contain a statement attesting to the fact that such person or entity is a member of the Settlement Class, and setting forth the number of KeySpan shares such person or entity held during the Settlement Class Period (or, if such number varied during the Settlement Class Period, the largest number of shares held during such Period), the date(s) such shares were acquired and the number of shares acquired on each such date, and the date(s) within the Settlement Class Period that such person or entity sold any KeySpan shares and the number of shares sold on each such date; (b) contain a detailed statement of such person s or entity s specific position with respect to the matters to be considered at the Settlement Fairness Hearing and the grounds therefore; and (c) include copies of any papers such person intends the Court to consider. Any member of the Settlement Class who fails to object in the above-prescribed manner shall be deemed to have waived his, her or its objection and shall be barred from raising such objection in this or any other action or proceeding. 27. Members of the Settlement Class who have no objection to the proposed Settlement do not need to appear at the Settlement Fairness Hearing or take any other action. If the Settlement is not approved, the case will continue and the Stipulation and the proposed Settlement shall become null and void and of no further force or effect. DISMISSAL OF THE ACTION 28. If the Court approves the proposed Settlement, the parties jointly will move the Court to enter a judgment: a. approving the proposed Settlement as fair, reasonable, adequate and in the best interests of the Settlement Class, and directing consummation of the proposed Settlement, in accordance with the terms and conditions of the Stipulation; 6
b. dismissing the Action with prejudice on the merits, without costs except as provided in the Stipulation, and releasing the Released Parties from all liabilities for the Released Claims (as such terms are defined in the text of the proposed release quoted in paragraph 20, above); c. permanently barring and enjoining any and all members of the Settlement Class from instituting, commencing, prosecuting, participating in or continuing any action or other proceeding in any court or tribunal of this or any other jurisdiction, either directly, representatively, derivatively or in any other capacity, asserting any claims that arise out of, or in any way relate to, the Released Claims; d. awarding Plaintiff s counsel such fees and expenses as the Court deems appropriate; and e. reserving jurisdiction over all matters related to the consummation of the proposed Settlement. 29. The Court has the right to approve the proposed Settlement with modifications and without further notice to members of the Settlement Class. The Court may also adjourn the Settlement Fairness Hearing or any adjournment thereof without further notice other than to counsel for the parties. 30. By Order of the Court, pending final determination of whether the proposed Settlement should be approved, no shareholder may institute, commence or continue, directly, individually, derivatively, representatively, on behalf of a class or in any other capacity, any action asserting any claim that is a Released Claim. SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES 31. If you held shares of KeySpan common stock for any other person between November 12, 2004 and October 20, 2006, you are directed promptly to: (a) provide a copy of this Notice to each such other person, postmarked no later than ten (10) business days after receipt of this Notice, or (b) to provide, within ten (10) business days of receipt of this Notice, the names and addresses of such Persons to the Notice Administrator, preferably in an MS Excel data table, setting forth: (i) title/registration, (ii) street address, (iii) city/state/zip; electronically in MS Word or WordPerfect files (label size Avery #5162); or on computer-generated mailing labels, in which case the Notice Administrator will send copies of the Notice to your beneficial owners. In the alternative, you may request sufficient copies of this Notice, free of charge, to mail to your beneficial owners by contacting the Notice Administrator at: KeySpan Merger Litigation, c/o Berdon Claims Administration LLC, P.O. Box 9014, Jericho, NY 11753-8914; Telephone: (800) 766-3330; Fax: (516) 931-0810; Website: www.berdonllp.com/claims. You may also obtain reimbursement of your reasonable and actual out-of-pocket disbursements that would not have been made but for this request by submitting an itemized statement to the Notice Administrator at the above mailing address. SCOPE OF THIS NOTICE 32. The foregoing description of the Action, the Settlement Fairness Hearing, the terms of the proposed Settlement and other matters described herein does not purport to be comprehensive. Shareholders are referred to the Stipulation and documents publicly filed with the Court in the Action, including the pleadings and other papers, which you or your attorney may examine during regular business hours of each business day at the offices of the Clerk, Supreme Court of the State of New York, County of Kings, 360 Adams Street, Brooklyn, NY 11201. FURTHER INFORMATION 33. Any questions you have about the matters in this Notice should not be directed to the Court, but should instead be directed by telephone or in writing to Plaintiff s Counsel, Weiss & Lurie, 551 Fifth Avenue, New York, NY 10176, Attn: Joseph H. Weiss, Esq., Telephone: 212-682-3025. 34. If you require additional copies of the Notice, please contact the Notice Administrator, as set forth in paragraph 31, above. Dated: February 6, 2007 By Order of the Honorable Carolyn E. Demarest Supreme Court of the State of New York County of Kings 7