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UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK
xIn re ALSTOM SA SECURITIES Master File No. 03 -CV-6595-VM(GWG)LITIGATION
CLASS ACTION
This Document Relates To:SETTLEMENT AGREEMENT
ALL ACTIONS.
x
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Lead Plaintiff International Brotherhood of Electrical Workers, Local 269, on behalf of the
Class and Defendants Alstom SA, Alstom USA, Inc. Alstom Transportation Inc., Pierre Bilger,
Francois Newey, Stephan Rambaud-Measson and Joseph Janovec (collectively, the "Parties," and
each one individually a "Party,") by and through their respective undersigned attorneys, submit this
stipulation and agreement of settlement (the "Stipulation"), dated April 8, 2011. The Stipulation is
intended by the Parties to fully, finally, and forever resolve, discharge, and settle the Released
Claims, upon and subject to the terms and conditions hereof and subject to the approval of the Court.
I. THE LITIGATION
On or after August 29, 2003, putative securities class action lawsuits were filed by plaintiffs
on behalf of themselves and all Persons who purchased Alstom securities in the United States
District Court for the Southern District of New York (the "Court"), entitled Abramsky v. Alstom SA,
et al., 03-CV-6595 (VM), Rosenbaum Partners v. Alstom SA, et al., 03-CV-6701 (VM), Soyugenc v.
Alstom SA, et al., 03-CV-7777 (GMC), Shelby v. Alstom SA, et al., 03-CV-8059 (VM), San Diego
City Employees' Retirement System, et al. v. Alstom SA, et al., 03-CV-8515 (VM), and Allen v.
Alstom SA, et al., 03-CV-8549 (VM); and in the United States District Court for the District of
Connecticut, entitled International Brotherhood of Electrical Workers, Local 269 v. Alstom SA, et
al., 03-CV-1480 (MRK), and State Universities Retirement System oflllinois, et al. v. Alstom SA, et
al., 03-CV-1650 (CFD) (collectively, the "Securities Actions").
By Order dated January 7, 2004, the Court consolidated the Securities Actions in the
Southern District of New York under the caption In re Alstom SA Securities Litigation, Master File
No. 03-CV-6595 (VM) (the "Consolidated Action"), and appointed as Co-Lead Plaintiffs San Diego
City Employees' Retirement System, State Universities Retirement System of Illinois, Louisiana
State Employees' Retirement System, West Virginia Investment Management Board and
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International Brotherhood of Electrical Workers, Local 269 (the "Original Lead Plaintiffs"), and as
Co-Lead Counsel the firms of Robbins Geller Rudman & Dowd LLP, Grant & Eisenhofer P.A. and
Bernstein Litowitz Berger & Grossmann LLP.
The Original Lead Plaintiffs filed a Consolidated Amended Complaint on June 18, 2004.
The complaint alleged violations of § 10(b) of the Securities Exchange Act of 1934 (the "Exchange
Act"), Rule l Ob-5 promulgated thereunder, and §20(a) of the Exchange Act on behalf of the Class.
Defendants moved to dismiss the Complaint, which motion was opposed by the Original Lead
Plaintiffs. On December 22, 2005, the Court issued an Order granting in part and denying in part the
motions to dismiss. On March 14, 2006, the Original Lead Plaintiffs filed their Second Consolidated
Amended Complaint for Violations of the Federal Securities Laws. By order dated September 29,
2006, the Court reinstated certain claims. On November 28, 2006, the Original Lead Plaintiffs filed
their Revised Second Consolidated Amended Complaint. On December 10, 2007, the Court
dismissed the claims of Lead Plaintiff San Diego City Employees' Retirement System. By order
dated August 26, 2008, the Court granted in part and denied in part the Original Lead Plaintiffs'
Motion for Class Certification.
Following the closure of fact discovery, the Parties agreed to mediate before David
Geronemus of JAMS, and attended a full-day mediation with Mr. Geronemus on June 15, 2010, but
were unable to reach an agreement. Following the Supreme Court's issuance of its opinion in
Morrison v. National Australia Bank Ltd., 130 S. Ct. 2869 (2010), and upon motion by Defendants,
the Court dismissed the claims of all purchasers of Alstom securities made on exchanges outside of
the United States by Decision and Order dated September 13, 2010. On November 30, 2010, the
Court dismissed the Original Lead Plaintiffs State Universities Retirement System of Illinois,
Louisiana State Employees' Retirement System and West Virginia Investment Management Board,
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leaving only International Brotherhood of Electrical Workers, Local 269 as the only Lead Plaintiff
with surviving claims. Following further negotiations, the Parties reached an agreement-in-principle
to resolve the litigation on the grounds set forth herein.
II. CLAIMS OF THE LEAD PLAINTIFF AND BENEFITS OFSETTLEMENT
Surviving Lead Plaintiff IBEW and Co-Lead Counsel believe that the surviving claims
asserted in the Consolidated Action have merit and that the evidence developed to date supports the
claims. However, Lead Plaintiff IBEW and Co-Lead Counsel recognize and acknowledge the
expense and length of continued proceedings necessary to prosecute the Consolidated Action against
the Defendants through trial and through appeals. Lead Plaintiff IBEW and Co-Lead Counsel also
have taken into account the uncertain outcome and the risk of any litigation, especially in complex
actions such as the Consolidated Action, as well as the risks posed by the difficulties and delays
inherent in such litigation. Lead Plaintiff IBEW and Co-Lead Counsel also are mindful of the
defenses to the securities law violations asserted in the Consolidated Action, as well as the current
procedural posture of the case. Lead Plaintiff IBEW and Co-Lead Counsel believe that the
Settlement set forth in the Stipulation confers substantial benefits upon the Class. Based on their
evaluation, Lead Plaintiff IBEW and Co-Lead Counsel have determined that the Settlement set forth
in the Stipulation is in the best interests of the Class.
III. DEFENDANTS' DENIALS OF WRONGDOING AND LIABILITY
The Defendants have denied and continue to deny each and all of the claims and contentions
alleged in the Consolidated Action. The Defendants expressly have denied and continue to deny all
charges of wrongdoing or liability against them arising out of any of the conduct, statements, acts or
omissions alleged, or that could have been alleged, in the Consolidated Action. The Defendants also
have denied and continue to deny, inter alia, the allegations that any of Defendants' public
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statements were deficient in any respect; that any plaintiff or Class Member has suffered damage; or
that the price of Alstom securities was artificially inflated by reason of alleged misrepresentations,
non-disclosures or omissions. Defendants assert that they are entering into the Settlement in order to
eliminate the burden, distractions, expense, time and uncertainty of further litigation.
IV. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT
NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among the
Parties through their undersigned attorneys of record in this Consolidated Action, being fully
authorized to enter into this Settlement Agreement and subject to Court approval under Fed. R. Civ.
P. 23(e), in consideration of the benefits flowing to the Parties from the Settlement, each of the
Released Claims shall be finally and fully compromised, settled and released, and the Consolidated
Action shall be dismissed with prejudice, as to all Parties, upon and subject to the terms and
conditions of this Stipulation, as follows:
1. Definitions
As used in the Stipulation the following terms have the meanings specified below:
1.1 "Alstom" means Alstom SA and its past and current parents, subsidiaries, divisions,
affiliates, successors, and assigns.
1.2 "Authorized Claimant" means any Class Member who submits a timely and valid
Proof of Claim and Release form and whose claim for recovery has been allowed pursuant to the
terms of the Stipulation.
1.3 "Claims Administrator" means the firm of Gilardi & Co. LLC. The Defendants shall
have no involvement in the retention of the Claims Administrator or any other claims administrator.
1.4 "Class" means: all purchasers of Alstom American Depository Shares ("ADSs") on
the New York Stock Exchange during the Class Period, and U.S. residents who purchased Alstom
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ordinary shares on non-United States exchanges during the Class Period. Excluded from the Class
are Defendants, their officers and directors during the Class Period, the members of their immediate
families, and their respective representatives, heirs, successors or assigns, as well as any entity in
which Defendants have or had a controlling interest.
1.5 "Class Distribution Order" means an order entered by the Court authorizing and
directing that the Net Settlement Fund be distributed, in whole or in part, to Authorized Claimants.
1.6 "Class Member" means a Person who falls within the definition of the Class as set
forth in Tl A of this Stipulation.
1.7 "Class Period" means the period between August 3, 1999 through August 6, 2003,
inclusive.
1.8 "Co-Lead Counsel" means Robbins Geller Rudman & Dowd LLP, Mark Solomon,
Thomas E. Egler, Ellen Gusikoff Stewart, 655 West Broadway, Suite 1900, San Diego, CA 92101;
Bernstein Litowitz Berger & Grossmann LLP, William C. Fredericks, 1285 Avenue of the Americas,
38th Floor, New York, NY 10019; and Grant & Eisenhofer, P.A., Jay W. Eisenhofer, Geoffrey C.
Jarvis, 1201 North Market Street, Suite 2100, Wilmington, DE 19801.
1.9 "Defendants" means Alstom SA, Alstom USA, Inc., Alstom Transportation Inc.,
Pierre Bilger, Francois Newey, Stephan Rambaud-Measson and Joseph Janovec.
1. 10 "Defendants' Counsel" means the following: Hughes Hubbard & Reed LLP, Katten
Muchin Rosenman, LLP, and Steptoe & Johnson, LLP.
1.11 "Effective Date" means the first date by which all of the events and conditions
specified in ¶7.1 of the Stipulation have been met and have occurred, and on which the Settlement
described in this Stipulation shall become effective.
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1.12 "Escrow Agent" means Robbins Geller Rudman & Dowd LLP, Bernstein Litowitz
Berger & Grossmann LLP, Grant & Eisenhofer, P.A. and any of their respective successor(s).
1.13 "Final" means when the last of any of the following with respect to the Judgment
shall occur: (i) the expiration of the time to file a motion to alter or amend the Judgment under
Federal Rule of Civil Procedure 59(e) has passed without any such motion having been filed; (ii) the
expiration of the time in which to appeal the Judgment has passed without any appeal having been
taken; and (iii) if a motion to alter or amend is filed or if an appeal is taken, the determination of that
motion or appeal in such a manner as to permit the consummation of the Settlement, in accordance
with the terms and conditions of this Stipulation. For purposes of this paragraph, an "appeal" shall
include any petition for a writ of certiorari or other writ that may be filed in connection with
approval or disapproval of this Settlement, but shall not include any appeal which concerns only the
issue of attorneys' fees and expenses or any plan of allocation of the Settlement Fund.
1.14 "Insurers" means the insurance companies that issued directors' and officers'
insurance policies covering the claims asserted in the Consolidated Action, namely Chubb France
Compagnie d'Assurances, AIG Europe, XL Europe Ltd., AXA Corporate Solutions Assurance SA,
Zurich Insurance PLC, ACE European Group Limited, Houston Casualty Company Seguros and
Reseguros SA, Liberty Mutual Insurance Company (UK) Limited, Great Lakes Reinsurance (UK)
PLC, Division: Munich — American Risk Partners.
1.15 "Judgment" means the proposed final judgment and order of dismissal with prejudice
to be rendered by the Court upon approval of the Settlement, substantially in the form attached
hereto as Exhibit B.
1.16 "Lead Plaintiff' means the International Brotherhood of Electrical Workers, Local
269.
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1.17 "Person" means an individual, corporation, partnership, limited partnership,
association, joint stock company, estate, legal representative, trust, unincorporated association,
government or any political subdivision or agency thereof, and any business or legal entity and his,
her or its spouses, heirs, predecessors, successors, representatives, or assignees.
1.18 "Plaintiffs' Counsel" means any counsel who appeared on behalf of any plaintiff in
the Consolidated Action.
1.19 "Plan of Allocation," as further defined in the Notice of Pendency and Proposed
Settlement of Class Action, means a plan or formula of allocation of the Net Settlement Fund
whereby the Settlement Fund shall be distributed to Authorized Claimants after payment of expenses
of notice and administration of the Settlement, Taxes and Tax Expenses, and such attorneys' fees,
costs, expenses, and interest and other expenses as may be awarded by the Court. Any Plan of
Allocation is not part of the Stipulation and the Released Persons shall have no responsibility or
liability with respect thereto.
1.20 "Released Claims" means all rights, demands, claims, whether known or unknown
(including, but not limited to, "Unknown Claims"), and causes of action of every nature and
description, in law or equity, whether arising under federal, state, local, statutory or common law,
foreign law, or other law, rule or regulation, whether fixed or contingent, liquidated or un-liquidated,
matured or un-matured, accrued or unaccrued, that were asserted or could have been asserted in the
Securities Actions, the Consolidated Action or any other action or forum by Plaintiffs or Class
Members against the Released Persons including without limitation, all claims arising out of, or
relating to, directly or indirectly, in whole or in part, any of the claims, facts, circumstances, matters,
allegations, transactions, events, disclosures, statements, acts or omissions which were alleged ori
that could have been alleged in the Securities Actions or the Consolidated Action, and that relate to
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the purchase or acquisition of Alstom ADSs or Alstom ordinary shares during the Class Period by
any Class Members. Released Claims, however, do not include claims to enforce the Settlement.
With respect to Class Members who purchased Alstom ordinary shares on non-United States
exchanges, Released Claims include only claims or causes of actions arising under United States
(whether federal, state, local, statutory, common or other) law. For Class Members who purchased
Alstom ordinary shares on non-United States exchanges, Released Claims do not include claims or
causes of actions arising under non-United States law.
1.21 "Released Persons" means the Defendants, the Insurers, Alcatel SA, Marconi PLC,
Credit Suisse First Boston (Europe) Ltd., Soci6t6 G6n6rale, Merrill Lynch International, ABN
AMRO Rothschild, BNP Paribas SA, Credit Agricole Indosuez Lazard Capital Markets, Morgan
Stanley & Co. International Ltd., UBS A.G., Philippe Jaffre, Patrick Kron, James Milner, William
Purves, Klaus Esser, John Mayo, Lord George Simpson, Serge Tchuruk and Jean-Pierre Halbron,
and each and all of their respective present and former parents, subsidiaries, affiliates (as defined in
17 C.F.R. §210.1-02(b)), predecessors, successors, and assigns, and each and all of their present or
former general or limited partners and partnerships, joint venturers, directors, officers, principals,
employers, employees, shareholders, members, attorneys, insurers, reinsurers, accountants,
consultants, financial advisors, investment bankers, commercial bank lenders, agents,
representatives, associates, successors, spouses, personal representatives, executors, administrators,
successors, heirs and assignees of each of the foregoing.
1.22 "Settlement Amount" means Six Million Nine Hundred and Fifty Thousand Dollars
(US $6,950,000) in cash, to be paid by means of wire transfer to the Escrow Agent pursuant to ¶2.1
of this Stipulation.
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1.23 "Settlement Class" means the Class, excluding those Persons who submit timely and
valid requests for exclusion from the Class.
1.24 "Settlement Fund" means the Settlement Amount, together with all interest and
income earned thereon.
1.25 "Supplemental Settlement Agreement" means the confidential Supplemental
Settlement Agreement, dated April 8, 2011, by and among the Parties, providing certain additional
terms upon which Alstom may terminate the Stipulation.
1.26 "Unknown Claims" means any and all Released Claims which any Settlement Class
member (including Lead Plaintiff) does not know or suspect to exist in his, her or its favor at the
time of the release of the Released Persons which, if known by him, her or it, might have affected
his, her or its decision to enter into this settlement with and release of the Released Persons, or might
have affected his, her or its decision not to object to this Settlement. With respect to any and all
Released Claims, the Parties stipulate and agree that, upon the Effective Date, the Lead Plaintiff
shall expressly waive, and each Settlement Class member shall be deemed to have expressly waived,
by operation of the Judgment, to the fullest extent permitted by law any and all provisions, rights,
and benefits of California Civil Code § 1542, which provides:
A general release does not extend to claims which the creditor does notknow or suspect to exist in his or her favor at the time of executing the release,which if known by him or her must have materially affected his or hersettlement with the debtor.
Lead Plaintiff shall expressly waive and each Class Member shall be deemed by operation of the
Judgment to have expressly waived, 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 international or foreign
law, which is similar, comparable, or equivalent to California Civil Code § 1542. It is understood
that the Lead Plaintiff and the Settlement Class members may hereafter discover facts in addition to
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or different from those which he, she or it now knows or believes to be true with respect to the
subject matter of the Released Claims, but Lead Plaintiff shall expressly fully, finally and forever
settle and release, and each Settlement Class member, shall be deemed by operation of the Judgment
to have, fully, finally, and forever settled and released, upon the occurrence of the Effective Date,
any and all Released Claims, whether known or unknown, suspected or unsuspected, contingent or
non-contingent, and whether or not concealed or hidden, which now exist, or heretofore have
existed, upon any theory of law or equity now existing or may come into existence in the future,
including, but not limited to, conduct that is negligent, grossly 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. The Parties acknowledge, and the Settlement Class
members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing
waiver was separately bargained for and a key element of the Settlement of which this release is a
per•
2. The Settlement
a. The Settlement Fund
2.1 In consideration of the settlement of the Released Claims against the Defendants,
Alstom and/or its insurer shall cause the payment of the Settlement Amount to be transferred to the
Escrow Agent within ten (10) business days following entry of an Order preliminarily approving the
Settlement. These funds, together with any interest and income earned thereon, shall constitute the
Settlement Fund. Upon deposit of the Settlement Amount, a sum not to exceed Five Hundred
Thousand Dollars ($500,000) shall be allocated for the express purposes of providing notice to the
Class and to administer the Settlement (the "Notice and Administration Fund") pursuant to the terms
of the Notice Order, and unspent funds shall be returned to the Settlement Fund. Funds may be
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disbursed from the Notice and Administration Fund for these purposes without further approval of
Defendants or the Court. The Notice and Administration Fund shall be administered by the Escrow
Agent as part of the Settlement Fund. Upon the Effective Date, Co-Lead Counsel, without further
approval of Defendants or the Court, may pay from the Settlement Fund any notice and
administration costs associated with the administration of the Settlement, the processing of submitted
claims, and distribution of the Net Settlement Fund to Authorized Claimants in excess of the Notice
and Administration Fund.
2.2 In order to facilitate the timely payment of the principal amount by Alstom (or on
behalf of Alstom), Co-Lead Counsel shall provide to Alstom complete payment instructions for
making said payment by wire, including any necessary tax forms and/or other information, as soon
as practicable after the execution of the Stipulation.
b. The Escrow Agent
2.3 The Escrow Agent shall invest the Settlement Fund deposited pursuant to T2.1 hereof
in United States Treasury Bills (or a mutual fund invested solely in such instrument) and shall collect
and reinvest all interest accrued thereon. Any funds held in the Settlement Fund in an amount of less
than $100,000 may be invested in money market mutual funds comprised exclusively of investments
secured by the full faith and credit of the United States Government or fully insured by the United
States. All risks related to the investment of the Settlement Fund shall be borne by the Settlement
Fund and not by any of the Defendants.
2.4 The Escrow Agent shall not disburse the Settlement Fund except (a) in order to pay
up to $500,000 for notice and administration costs pursuant to ¶2.1, (b) as provided in the
Stipulation, (c) as provided in the Plan of Allocation, (d) by an order of the Court, or (e) with the
written agreement of counsel for the Parties.
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2.5 Subject to further order(s) and/or directions as may be made by the Court, or as
provided in the Stipulation, the Escrow Agent is authorized to execute such transactions as are
consistent with the terms of the Stipulation. The Parties shall have no responsibility for, interest in,
or liability whatsoever with respect to the actions of the Escrow Agent, or any transaction executed
by the Escrow Agent.
2.6 All funds held by the Escrow Agent shall be deemed and considered to be in custodia
legis of the Court, and shall remain subject to the Court's jurisdiction, until such time as such funds
shall be distributed pursuant to the Stipulation and/or further Court order(s).
2.7 Prior to the Effective Date, Defendants' Counsel shall have access to all records of
the escrow account, and upon request made to the Escrow Agent, shall receive copies of all records
of disbursements, deposits and statements of accounts.
C. Taxes
2.8 Qualified Settlement Fund
(a) The Parties agree to treat the Settlement Fund as being at all times a
"Qualified Settlement Fund" within the meaning of Treasury Regulation § 1.46813-1. In addition, the
Escrow Agent shall timely make such elections as necessary or advisable to carry out the provisions
of this T2.8, including the "relation-back election" (as defined in Treasury Regulation § 1.46813-1)
back to the earliest permitted date. Such elections shall be made in compliance with the procedures
and requirements contained in such regulations. It shall be the responsibility of the Escrow Agent to
timely and properly prepare and deliver the necessary documentation for signature by all necessary
parties, and thereafter to cause the appropriate filing to occur.
(b) For the purpose of §46813 of the Internal Revenue Code of 1986, as amended,
and the regulations promulgated thereunder, the "administrator" shall be the Escrow Agent. Co-
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Lead Counsel shall timely and properly file all informational and other tax returns necessary or
advisable with respect to the Settlement Fund (including, without limitation, the returns described in
Treasury Regulation §1.468B-2(k)). Such returns (as well as the election described in ¶2.8(a)
hereof) shall be consistent with this ¶2.8 and in all events shall reflect that all Taxes (including any
estimated Taxes, interest, or penalties) on the income earned by the Settlement Fund shall be paid
out of the Settlement Fund as provided in ¶2.8(c) hereof.
(c) All (i) Taxes (including any estimated Taxes, interest, or penalties) arising
with respect to the income earned by the Settlement Fund, including any Taxes or tax detriments that
may be imposed upon the Parties or their counsel with respect to any income earned by the
Settlement Fund for any period during which the Settlement Fund does not qualify as a "Qualified
Settlement Fund" for federal or state income tax purposes ("Taxes"), and (ii) expenses and costs
incurred in connection with the operation and implementation of this ¶2.8 (including, without
limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and
expenses relating to filing (or failing to file) the returns described in this ¶2.8) ("Tax Expenses"),
shall be paid out of the Settlement Fund; in all events the Parties and their counsel shall have no
liability or responsibility for the Taxes or the Tax Expenses. The Settlement Fund shall indemnify
and hold each of the Released Persons and their counsel harmless for Taxes and Tax Expenses
(including, without limitation, Taxes payable by reason of any such indemnification). Further, Taxes
and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement
Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund without prior order
from the Court and the Escrow Agent shall be obligated (notwithstanding anything herein to the
contrary) to withhold from distribution to Authorized Claimants any funds necessary to pay such
amounts, including the establishment of adequate reserves for any Taxes and Tax Expenses (as well
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as any amounts that may be required to be withheld under Treasury Regulation § 1.468B-2(1)(2));
neither the Defendants nor their counsel are responsible nor shall they have any liability therefor.
The Parties hereto agree to cooperate with the Escrow Agent, each other, and their tax attorneys and
accountants to the extent reasonably necessary to carry out the provisions of this ¶2.8.
(d) For the purpose of this T2.8, references to the Settlement Fund shall include
both the Settlement Fund and any earnings thereon.
d. Termination of Settlement
2.9 In the event that the Stipulation is not approved or the Stipulation is terminated,
canceled, or fails to become effective for any reason, the Settlement Fund (including accrued
interest) less expenses actually incurred or due and owing for notice and administrative costs
pursuant to ¶2.1 or ¶2.8, shall be refunded to Defendants pursuant to written instructions from
Alstom's counsel.
3. Notice Order and Settlement Hearing
3.1 Promptly after execution of the Stipulation, the Parties shall submit the Stipulation
together with its exhibits (the "Exhibits") to the Court and shall apply for entry of an order (the
"Notice Order"), substantially in the form of Exhibit A attached hereto, requesting, inter alia, the
preliminary approval of the Settlement set forth in the Stipulation, and approval of the mailing of a
settlement notice (the "Notice") and publication of a summary notice (the "Summary Notice"), in the
forms of Exhibits A-1 and A-3 attached hereto. The Notice shall include the general terms of the
Settlement set forth in the Stipulation, the proposed Plan of Allocation, the general terms of the
Expense Application, and the date of the Settlement Hearing.
3.2 Co-Lead Counsel shall request that after notice is given to the Class, the Court hold a
hearing (the "Settlement Hearing") and approve the Settlement of the Consolidated Action as set
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forth herein. At or after the Settlement Hearing, Co-Lead Counsel also shall request that the Court
approve the proposed Plan of Allocation and the Expense Application.
4. Releases and Covenant Not to Sue
4.1 The obligations incurred pursuant to this Stipulation shall be in full and final
disposition of the Consolidated Action and any and all Released Claims against any and all Released
Persons.
4.2 Upon the Effective Date, Lead Plaintiff and each of the Settlement Class members, on
behalf of themselves and each of their past or present officers, directors, shareholders, employees,
agents, representatives, general or limited partners, managers, members, affiliates, parents,
subsidiaries, heirs, executors, administrators, predecessors, agents, representatives, successors and
assigns, and any Persons they represent, shall be deemed to have, and by operation of the Judgment
shall have, fully, finally, and forever released, relinquished, and discharged against the Released
Persons (whether or not such Settlement Class members execute and deliver the Proof of Claim and
Release forms) all Released Claims (including Unknown Claims), as well as any other claims arising
out of, relating to, or in connection with the defense, settlement, or resolution of the Consolidated
Action or the Released Claims.
4.3 Upon the Effective Date, Lead Plaintiff and each Settlement Class member, together
with their respective predecessors, successors, agents, representatives, attorneys and affiliates, and
the heirs, executors, administrators, successors and assigns of each of them, directly or indirectly,
individually, derivatively, representatively, or in any other capacity, shall be permanently barred and
enjoined from the assertion, institution, maintenance, prosecution, or enforcement against
Defendants, or any other Released Persons, in any state, federal or foreign court or arbitral forum, of
any and all Released Claims (including Unknown Claims), as well as any other claims arising out of,
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relating to, or in connection with, the defense, settlement, or resolution of the Consolidated Action or
the Released Claims.
4.4 The Proof of Claim and Release form to be executed by Class Members shall release
all Released Claims against the Released Persons, and shall be in the form contained in Exhibit A-2
attached hereto.
4.5 Upon the Effective Date, each of the Released Persons, on behalf of themselves and
their predecessors, successors, agents, legal representatives, heirs, executors, administrators, and
assigns shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and
forever released, relinquished, and discharged each and all of the current or former Lead Plaintiffs,
Class members, and Plaintiffs' Counsel (including specifically Co-Lead Counsel) from all claims5
(including Unknown Claims) arising out of, relating to, or in connection with, the institution,
prosecution, assertion, settlement, or resolution of the Consolidated Action or the Released Claims;
provided, however, any claim arising out of the violation or breach of this Stipulation is excepted.
4.6 Upon the Effective Date, each Defendant shall release and forever discharge, and
shall forever be enjoined from prosecuting against each of the other Defendants, any claim
(including Unknown Claims) accrued or unaccrued, arising from, related to, or in connection with
any acts, transactions or occurrences alleged or that could have been alleged in the Consolidated
Action, including without limitation claims for indemnification, contribution or reimbursement of
amounts paid in settlement or defense costs (however denominated) arising under the federal
securities laws, state law or common law. However, notwithstanding the foregoing sentence or any
other provision in this Stipulation to the contrary, the effectiveness and validity of the remaining
Stipulation and Settlement as between (a) Lead Plaintiff, on behalf of itself and the Class and (b)
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Defendants shall be unaffected by any action of the district court that sustains an objection to this
section 4.6, or by any action of any appellate court sustaining such objection on appeal.
4.7 The Parties agree and covenant not to file or pursue any Released Claim against any
other Party or Parties between the date of this Stipulation and the Effective Date. The Parties agree
that, if the Settlement does not become Final, the period of time between the date of this Stipulation
and the termination or cancellation shall not be counted for purposes of any claim or defense based
on passage of time.
5. Administration and Calculation of Claims, Final Awards, andSupervision and Distribution of the Settlement Fund
5.1 The Claims Administrator shall provide notice of the Settlement to the Class and
administer the Settlement under the supervision of Co-Lead Counsel and subject to the jurisdiction
of the Court. Defendants and Defendants' counsel shall cooperate in the notice and administration
of the Settlement to the extent reasonably necessary to effectuate the terms of this Stipulation.
5.2 Within five (5) business days of the Court's entry of the order granting preliminary
approval of this Settlement, substantially in the form of Exhibit A, Alstom shall cause its transfer
agent or depository trustee to provide to the Claims Administrator or to Co-Lead Counsel, in a
computer-readable format, the last known names and addresses of all Class Members. Alstom shall
bear its own expense of providing such names and addresses. With respect to incremental third party
costs (i.e., costs beyond those that would otherwise would have had to have been incurred in
connection with providing notice solely to purchasers of Alstom ADRs on U.S. exchanges)
reasonably incurred by the Claims Administrator in connection with acquiring the addresses of, and
providing individual notice in accordance with the Court's orders to, Class members who are U.S.
residents but who did not purchase Alstom ADRs on a U.S. exchange, Alstom shall bear all such
costs to the extent that they exceed $50,000 and do not exceed $100,000 and shall bear 50% of such
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costs that exceed $100,000. Lead Plaintiff and Co-Lead Counsel agree that Alstom's shareholder
lists will not be used for any purposes other than providing notice to the Class as provided in this
paragraph and will otherwise not be disclosed to any other Persons. Alstom shall have no liability to
the Class with respect to the provision of such shareholder lists.
5.3 Subject to the entry by the Court of the Preliminary Approval Order, within fifteen
(15) business days of entry of the Preliminary Approval Order, the Claims Administrator will cause
to be mailed to all shareholders of record identified by Alstom's transfer agent or depository trustee,
the Notice and Proof of Claim and Release form, and shall post the Notice and Proof of Claim on the
Claims Administrator's website. The Summary Notice, substantially in the form of Exhibit A-3
attached hereto, will also be published once in the national edition of Investor's Business Daily and
once over the BusinessWire. The cost of providing such notice shall be paid out of the Settlement
Fund.
5.4 The Settlement Fund shall be applied as follows:
(a) to pay Co-Lead Counsel's expenses (the "Expense Award"), if and to the
extent awarded by the Court;
(b) to pay all the costs and fees reasonably and actually incurred in connection
with the notice and administration of the Settlement, including, without limitation, the costs and fees
associated with locating Class Members, providing notice to Class Members, assisting with the filing
of Proof of Claim forms, processing Proof of Claim forms, administering and distributing the Net
Settlement Fund to Authorized Claimants, and paying escrow fees and costs, if any;
(c) to pay the Taxes and Tax Expenses described in ¶2.8 hereof; and
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(d) to distribute the remaining balance of the Settlement Fund (the "Net
Settlement Fund") to Authorized Claimants pursuant to the terms of this Stipulation, and the Plan of
Allocation, and subject to the approval of the Court.
5.5 Co-Lead Counsel will apply to the Court, on notice to Defendants' Counsel, for entry
of a Class Distribution Order approving the Claims Administrator's administrative determinations
concerning the acceptance and rejection of the Proofs of Claim submitted herein and approving any
fees and expenses not previously applied for, including the fees and expenses of the Claims
Administrator, and, if the Effective Date has occurred, directing payment of the Net Settlement
Fund, in whole or in part, to Authorized Claimants.
5.6 Within ninety (90) calendar days after the mailing of the Notice or such other time as
may be set by the Court, each Person claiming to be an Authorized Claimant shall be required to
submit to the Claims Administrator a completed Proof of Claim and Release, substantially in the
form of Exhibit A-2 attached hereto, signed under penalty of perjury and supported by such
documents as are specified in the Proof of Claim and Release and as are reasonably available to such
Person.
5.7 The Plan of Allocation proposed in the Notice is not a necessary term of this
Stipulation and it is not a condition of this Stipulation that any particular plan of allocation be
approved by the Court. Lead Plaintiff and Co-Lead Counsel may not cancel or terminate the
Stipulation or the Settlement based on this Court's or any court's ruling with respect to the Plan of
Allocation or any plan of allocation in this Consolidated Action. No Defendant, nor any other
Released Person, shall have any involvement in or responsibility or liability whatsoever for the plan
of allocation or the allocation of the Net Settlement Fund.
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5.8 Any Class Member who does not submit a valid Proof of Claim will not be entitled to
receive any distribution from the Net Settlement Fund but will otherwise be bound by all of the
terms of this Stipulation and Settlement, including the terms of the Judgment to be entered in the
Consolidated Action and the releases provided for herein, and will be permanently barred and
enjoined from bringing any action, claim, or other proceeding of any kind against any Released
Person concerning any Released Claim.
5.9 Co-Lead Counsel shall be responsible for supervising the administration of the
Settlement and disbursement of the Net Settlement Fund. No Defendant, nor any other Released
Person, shall have any liability, obligation or responsibility whatsoever for the administration of the
Settlement or disbursement of the Net Settlement Fund, except for the Defendants' obligation to pay,
or cause to be paid, the Settlement Amount pursuant to ¶2.1 hereof, and Alstom's obligation to
provide its shareholder records pursuant to ¶5.2 hereof. No Defendant, nor any other Released
Person, shall be permitted to review, contest or object to any Proof of Claim or any decision of the
Claims Administrator or Co-Lead Counsel with respect to accepting or rejecting any Proof of Claim
or any other claim for payment submitted by a Class Member. Co-Lead Counsel shall have the right,
but not the obligation, to waive what they deem to be formal or technical defects in any Proof of
Claim submitted in the interests of achieving substantial justice.
5.10 For purposes of determining the extent, if any, to which a Class Member shall be
entitled to be treated as an Authorized Claimant, the following conditions will apply:
(a) Each Class Member shall be required to submit a Proof of Claim, substantially
in the form attached hereto as Exhibit A-2, supported by such documents as are designated therein,
or such other documents or proof as the Claims Administrator or Co-Lead Counsel, in their
discretion, may deem acceptable;
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(b) All Proofs of Claim must be submitted by the date set by the Court in the
Preliminary Approval Order and specified in the Notice, unless such deadline is extended by Order
of the Court. Any Class Member who fails to submit a Proof of Claim by such date shall be forever
barred from receiving any distribution from the Net Settlement Fund or payment pursuant to this
Stipulation (unless, by Order of the Court, late-filed Proofs of Claim are accepted), but shall in all
other respects be bound by all of the terms of this Stipulation and the Settlement, including the terms
of the Judgment and the releases provided for herein, and will be permanently barred and enjoined
from bringing any action, claim or other proceeding of any kind against any Released Person
concerning any Released Claim; provided that it is received before the motion for the Class
Distribution Order is filed, a Proof of Claim shall be deemed to be submitted when mailed, if
received with a postmark indicated on the envelope and if mailed by first-class or overnight U.S.
Mail and addressed in accordance with the instructions thereon. In all other cases, the Proof of
Claim shall be deemed to have been submitted when actually received by the Claims Administrator.
(c) Each Proof of Claim shall be submitted to and reviewed by the Claims
Administrator, under the supervision of Co-Lead Counsel, who shall determine in accordance with
this Stipulation the extent, if any, to which each Claim shall be allowed, subject to review by the
Court pursuant to subparagraph (e) below;
(d) Proofs of Claim that do not meet the submission requirements may be
rejected. Prior to rejecting a claim in whole or in part, the Claims Administrator shall communicate
with the Claimant in writing to give the Claimant the chance to remedy any curable deficiencies in
the Proof of Claim submitted. The Claims Administrator, under supervision of Co-Lead Counsel,
shall notify, in a timely fashion and in writing, all Claimants whose claim the Claims Administrator
proposes to reject in whole or in part, setting forth the reasons therefore, and shall indicate in such
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notice that the Claimant whose claim is to be rejected has the right to a review by the Court if the
Claimant so desires and complies with the requirements of subparagraph (e) below;
(e) If any Claimant whose claim has been rejected in whole or in part desires to
contest such rejection, the Claimant must, within twenty (20) days after the date of mailing of the
notice required in subparagraph (d) above, serve upon the Claims Administrator a notice and
statement of reasons indicating the Claimant's grounds for contesting the rejection along with any
supporting documentation, and requesting a review thereof by the Court. If a dispute concerning a
claim cannot be otherwise resolved, Co-Lead Counsel shall thereafter present the request for review
to the Court; and
(f) The administrative determinations of the Claims Administrator accepting and
rejecting claims shall be presented to the Court, on notice to Defendants' Counsel, for approval by
the Court in the Class Distribution Order.
5.11 Each Claimant shall be 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 Class Member and the validity and amount of the Claimant's claim.
No discovery shall be allowed on the merits of this Consolidated Action or this Settlement in
connection with the processing of Proof of Claim.
5.12 Payment pursuant to the plan of allocation approved by the Court and the Class
Distribution Order shall be final and conclusive against all Settlement Class members. All
Settlement Class members whose claims are not approved by the Court shall be barred from
participating in distributions from the Net Settlement Fund, but otherwise shall be bound by all of
the terms of this Stipulation and the Settlement, including the terms of the Judgment to be entered in
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this Consolidated Action and the releases provided for therein, and will be permanently barred and
enjoined from bringing any action against any and all Released Persons concerning any and all of the
Released Claims.
5.13 No person or entity shall have any claim against Lead Plaintiff, Escrow Agent, Co-
Lead Counsel, Defendants, Defendants' Counsel, the Claims Administrator or any other agent
designated by Co-Lead Counsel arising from distributions made substantially in accordance with the
Stipulation, the plan of allocation or any other order of the Court.
5.14 Lead Plaintiff, Co-Lead Counsel, Defendants, Defendants' Counsel, Lead Plaintiffs'
damages expert, and all other Released Persons shall have no 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 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.
5.15 All proceedings with respect to the administration, processing and determination of
Proofs of Claim and the determination of all controversies relating thereto, including disputed
questions of law and fact with respect to the validity of Proofs of Claim, shall be subject to the
jurisdiction of the Court.
5.16 Defendants shall not have a reversionary interest in the Net Settlement Fund. If there
is any balance remaining in the Net Settlement Fund after six (6) months from the date of
distribution of the Net Settlement Fund (whether by reason of tax refunds, uncashed checks, or
otherwise), any such balance shall be distributed to an Internal Revenue Code Section 501(c)(3)
charity designated by Co-Lead Counsel and unaffiliated with Defendants, Defendants' affiliates,
Lead Plaintiff, or Plaintiffs' Counsel.
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6. Co-Lead Counsel's Expenses
6.1 Co-Lead Counsel may submit an application or applications (the "Expense
Application") for distributions from the Settlement Fund for expenses incurred in connection with
prosecuting the Consolidated Action. The Defendants will take no position with regard to the
Expense Application. Neither Co-Lead Counsel nor any Class Member shall be entitled to terminate
the Stipulation if the Court disapproves of or modifies the terms of this Stipulation with respect to
expenses or the distribution of the Net Settlement Fund.
6.2 The expenses and costs, including the reimbursement of fees of Plaintiffs' experts and
consultants, as awarded by the Court, shall be paid to Co-Lead Counsel from the Settlement Fund, as
ordered, immediately after the Court enters an order approving the Settlement and awarding such
expenses. This provision shall apply notwithstanding timely objections to, potential for appeal from
or collateral attack on the Settlement. Defendants shall have no obligation to make any payment
other than as provided in funding the Settlement Fund. In the event that the judgment or the order
awarding such expenses paid to Co-Lead Counsel pursuant to ¶6.1 is reversed or modified, or if the
Settlement is cancelled or terminated for any reason, then Co-Lead Counsel shall, in an amount
consistent with such reversal or modification, refund such expense, and/or costs to the Settlement
Fund, plus interest thereon at the same rate as earned on the Settlement Fund, within twenty (20)
business days from receiving notice from Defendants' Counsel or from a court of appropriate
jurisdiction.
6.3 The procedure for and the allowance or disallowance by the Court of the Expense
Application, to be paid out of the Settlement Fund, are not part of the Settlement set forth in the
Stipulation, and any order or proceeding relating to the Expense Application, or any appeal from any
order relating thereto or reversal or modification thereof, shall not operate to terminate or cancel the
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Stipulation, or affect or delay the Effective Date or the finality of the Judgment approving the
Stipulation and the Settlement of the Consolidated Action.
6.4 Defendants shall have no responsibility for any payment of expenses to Co-Lead
Counsel or any Settlement Class member's counsel over and above payment of the Settlement Fund.
6.5 Neither Defendants nor any of the Released Persons shall have any responsibility for
the allocation among Co-Lead Counsel of any Expense Award that the Court may make in the
Action.
7. Conditions of Settlement, Effect of Disapproval, Cancellation, orTermination
7.1 The Effective Date of the Stipulation shall be conditioned on the occurrence of all of
the following events:
(a) Alstom or its insurers, on behalf of Defendants, have deposited the Settlement
Fund with the Escrow Agent;
(b) the Defendants have not exercised their option to terminate the Stipulation
pursuant to ¶7.3 hereof,
(c) the Court has entered the Notice Order, as required by ¶3.1 hereof,
(d) the Court has entered the Judgment that, inter alia, dismisses with prejudice
the Consolidated Action as set forth above; and
(e) the Judgment has become Final, as defined in ¶1.13 hereof.
7.2 This is not a claims-made settlement. Upon the occurrence of all of the events
referenced in ¶7.1 hereof, any and all remaining interest or right of Defendants in or to the
Settlement Fund, if any, shall be absolutely and forever extinguished. If all of the conditions
specified in ¶7.1 hereof are not met, then the Stipulation shall be canceled and terminated subject to
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¶7.4 hereof unless Co-Lead Counsel and Defendants' Counsel mutually agree in writing to proceed
with the Settlement.
7.3 If prior to the Settlement Hearing, the aggregate number of shares of Alstom ADSs
purchased by Persons who would otherwise be members of the Settlement Class, but who request
exclusion from that Class, exceeds the sum specified in the Supplemental Settlement Agreement,
Defendants shall have the option (which option shall be exercised by Alstom SA on behalf of all
Defendants in its sole discretion) to terminate this Stipulation in accordance with the procedures set
forth in the Supplemental Settlement Agreement. If the Court requires that the Supplement
Agreement be filed, it shall be filed under seal with the Court.
7.4 Unless otherwise ordered by the Court, in the event the Stipulation shall terminate, or
be canceled, or shall not become effective for any reason, within five (5) business days after written
notification of such event is sent by Defendants' Counsel or Co-Lead Counsel to the Escrow Agent,
the Settlement Fund (including accrued interest), less expenses which have either been incurred or
disbursed for notice and administration costs pursuant to ¶2.1, or pursuant to ¶2.8 hereof, shall be
refunded to Alstom and its insurers pursuant to written instructions from Alstom's counsel. At the
request of Defendants' Counsel, the Escrow Agent or its designees shall apply for any tax refund
owed on the Settlement Fund and pay the proceeds, after deduction of any expenses incurred in
connection with such application(s) for refund, at the written direction of counsel to the Defendants.
7.5 In the event that the Stipulation is not approved by the Court or the Settlement set
forth in the Stipulation is terminated or fails to become effective in accordance with its terms, the
Parties shall be restored to their respective positions in the Consolidated Action as of January 26,
2011 and shall be required to present an amended schedule to the Court. In such event, the terms
and provisions of the Stipulation, with the exception of TTL1 -1.26, 2.5, 2.8-2.9, 6.2, 7.4-7.5, 8.1
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and 9.2 hereof, shall have no further force and effect with respect to the Parties and shall not be used
in this Consolidated Action or in any other proceeding for any purpose, and any Judgment or order
entered by the Court in accordance with the terms of the Stipulation shall be treated as vacated, nunc
pro tunc. No order of the Court or modification or reversal on appeal of any order of the Court
concerning the Plan of Allocation or the amount of any attorneys' costs and expenses awarded by the
Court to Co-Lead Counsel shall constitute grounds for cancellation or termination of the Stipulation.
8. No Admission of Wrongdoing
8.1 This Stipulation, whether or not consummated, and any act performed or document
executed pursuant to or in furtherance of the Stipulation or the Settlement or any negotiation,
discussion or proceedings in connection with this Stipulation or the Settlement:
(a) does not constitute and shall not be offered against any or all Released Parties
for any reason including, without limitation, as evidence of or construed as or deemed to be evidence
of any presumption, concession, or admission by any or all Released Parties with respect to the truth
of any fact alleged by Lead Plaintiff and the Class or the validity of any claim that had been or could
have been asserted in the Consolidated Action or in any litigation concerning the Released Claims,
or the deficiency of any defense that has been or could have been asserted in the Consolidated
Action or in any litigation, or of any liability, negligence, fault, or wrongdoing of any or all Released
Parties with respect to the Released Claims;
(b) does not constitute and shall not be offered against any or all Released Parties
as evidence of or construed as or deemed evidence of a presumption, concession or admission of any
fault, misrepresentation or omission with respect to any statement or written document approved or
made by any or all Released Parties, or against Lead Plaintiff and the Class as evidence of any
infirmity in their claims;
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(c) does not constitute and shall not be offered against any or all Released Persons
as evidence of or construed as or deemed evidence of a presumption, concession or admission with
respect to any liability, negligence, fault or wrongdoing, or in any way referred to for any other
reason as against any of the Parties to this Stipulation, in any other civil, criminal or administrative
action or proceeding (including, but not limited to, any formal or informal investigation or inquiry by
the SEC or any other state or federal governmental or regulatory agency), other than such
proceedings as may be necessary to effectuate the provisions of this Stipulation; provided, however,
that if this Stipulation is approved by the Court, any or all Released Persons may refer to it to
effectuate the liability protection granted them hereunder;
(d) does not constitute and shall not be offered or construed against any or all
Released Persons as an admission or concession that the consideration to be given hereunder
represents the amount which could be or would have been recovered after trial; and
(e) does not constitute and shall not be offered or construed as an admission,
concession or presumption against Lead Plaintiff or the Class or any of them that any of their claims
are without merit or that damages recoverable under the Complaint would not have exceeded the
Settlement Fund. Any or all Released Persons may file the Stipulation and/or the Judgment in any
other action or proceeding that may be brought against any or all of them in support of a defense or
counterclaim based on principles of res judicata, collateral estoppel, release, good faith settlement,
judgment, bar or reduction, or any theory of claim preclusion or issue preclusion or similar defense
or counterclaim. Lead Plaintiff understands, acknowledges and agrees that the Released Persons
have denied and continue to deny each and all claims of alleged wrongdoing.
8.2 The Parties to this Stipulation intend the Settlement to be a final and complete
resolution of all disputes asserted or that could be or could have been asserted by Lead Plaintiff, the
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Class or Lead Counsel against any or all Defendants, Defendants' Counsel and/or Released Persons
with respect to the Released Claims. Accordingly, the Parties and the Settlement Class agree not to
assert in any forum that the Consolidated Action was brought by Lead Plaintiff or defended by
Defendants in bad faith or without a reasonable basis. The Parties shall assert no claims of any
violation of Fed. R. Civ. P. 11 relating to the prosecution, defense, or settlement of the Consolidated
Action. The Parties agree that the Judgment shall contain a finding that, during the course of the
Consolidated Action, the Parties and their respective counsel at all times complied with the
requirements of Fed. R. Civ. P. 11. The Parties agree that the amount paid and the other Settlement
terms were negotiated at arm's length in good faith by the Parties, and reflect a settlement that was
reached voluntarily after consultation with experienced legal counsel.
9. Miscellaneous Provisions
9.1 The Parties (a) acknowledge that it is their intent to consummate this Stipulation; and
(b) agree to cooperate to the extent reasonably necessary to effectuate and implement all terms and
conditions of the Stipulation and to exercise their best efforts to accomplish the foregoing terms and
conditions of the Stipulation.
9.2 All agreements made and orders entered during the course of the Consolidated Action
relating to the confidentiality of information, including without limitation the Stipulation and Agreed
Confidentiality Order filed with the Court on December 9, 2008 shall survive this Stipulation and the
Settlement.
9.3 All of the Exhibits to the Stipulation are material and integral parts hereof and are
fully incorporated herein by this reference.
9.4 The Stipulation may be amended or modified only by a written instrument signed by
or on behalf of all Parties or their respective successors-in-interest.
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9.5 The Stipulation and the Exhibits attached (together with the Supplemental Settlement
Agreement referred to in ¶7.3) hereto constitute the entire agreement among the Parties concerning
the Settlement of the Consolidated Action, and supersede any prior agreements or understandings
between the Parties with respect to the Settlement. No representations, warranties, or inducements
have been made to any Party concerning the Stipulation or its Exhibits other than the representations,
warranties, and covenants contained and memorialized in such documents.
9.6 Except as otherwise provided herein, each Party shall bear its own costs.
9.7 Neither the Settlement Class members nor the Defendants shall be bound by the
Stipulation if the Court modifies material terms thereof, provided, however, that it shall not be a
basis for any Party to terminate the Settlement if the Court modifies any proposed Plan of Allocation
or criteria for allocation of the Settlement Fund amongst Settlement Class members, or the Plan of
Allocation is modified on appeal. Nor shall it be a basis to terminate the Stipulation if the Court
disapproves of or modifies the terms of this Stipulation with respect to attorneys' expenses or the
distribution of the Net Settlement Fund. Notwithstanding any such modification of the terms or Plan
of Allocation or the Stipulation with respect to attorneys' expenses, Defendants shall be entitled to
all benefits of the Settlement and shall not, under any circumstances, be called upon to contribute
additional funds to the Settlement Fund.
9.8 Co-Lead Counsel, on behalf of the Class, are expressly authorized by the Lead
Plaintiffs to take all appropriate action required or permitted to be taken by the Class pursuant to the
Stipulation to effectuate its terms and also are expressly authorized to enter into any modifications or
amendments to the Stipulation on behalf of the Class which they deem appropriate.
9.9 Each counsel and any other Person executing the Stipulation or any of its Exhibits, or
any related settlement documents on behalf of any Parry hereby warrants that such Person has the
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full authority to do so and that such Person has the authority to take appropriate action required or
permitted to be taken pursuant to the Stipulation to effectuate its terms.
9.10 The Stipulation may be executed in one or more counterparts, including by signature
transmitted by facsimile or by email in PDF format. All executed counterparts and each of them
shall be deemed to be one and the same instrument. No Parry shall raise the use of facsimile or
email to deliver or transmit a signature as a defense to the formation or enforceability of this
Stipulation, and each such Party forever waives any such defense. A complete set of executed
counterparts shall be filed with the Court.
9.11 The Stipulation shall be binding upon, and inure to the benefit of, the heirs,
successors, and assigns of the Parties and the Released Persons. There are no third-party
beneficiaries to this Stipulation, except to the extent referenced herein.
9.12 The waiver by one Party of any breach of this Stipulation by any other Party shall not
be deemed a waiver of any other prior or subsequent breach of this Stipulation.
9.13 The Court shall retain jurisdiction with respect to implementation and enforcement of
the terms of the Stipulation, and all Parties hereto submit to the jurisdiction of the Court for purposes
of implementing and enforcing the Settlement embodied in the Stipulation.
9.14 Pending approval of the Court of the Stipulation and its Exhibits, all proceedings in
this Consolidated Action shall be stayed and all members of the Class shall be barred and enjoined
from prosecuting any of the Released Claims against any of the Released Persons.
9.15 This Stipulation and the Exhibits hereto (together with the Supplemental Settlement
Agreement) shall be considered to have been negotiated, executed and delivered, and to be wholly
performed, in the State of New York, and the rights and obligations of the parties to the Stipulation
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shall be construed and enforced in accordance with, and governed by, the internal, substantive laws
of the State of New York without giving effect to that State's choice-of-law principles.
9.16 The Parties acknowledge, represent and warrant to each other that the mutual releases
and payments hereunder are adequate consideration for the consideration given.
9.17 This Stipulation shall not be construed more strictly against one Party than another
merely by virtue of the fact that it, or any part of it, may have been prepared by counsel for one of
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the Parties, it being recognized that it is the result of arm's length negotiations between the Parties,
and all Parties have contributed substantially and materially to the preparation of this Stipulation.
IN WITNESS WHEREOF, the parties hereto have caused the Stipulation to be executed, by
their duly authorized attorneys, dated April 8, 2011.
BERNSTEIN LITOWITZ BERGER GRANT & EISENHOFER, P.A. ROBBINS GELLER RUDMAN& GROSSMANN LLP JAY W. EISENHOFER & DOWD LLP
WILLIAM C. FREDERICKS (WF-1576) GEOFFREY C. JARVIS MARK SOLOMONJAI K. CHANDRASEKHAR (JC-3789) C RISTINE MACKINTOSH THOMAS E . R
ELL GU OFF STEWART
'WILLIAM C. FRED CKS GEC C. J •4ISELF SI O STEWART
1285 Avenue of the Americas, 38th Floor 1201 North Market Street, Suite 2100New York, NY 10019 Wilmington, DE 19801-2599 655 West Broadway, Suite 1900Telephone: 212/554-1400 Telephone: 302/622-7000 San Diego, CA 92101212/554-1444 (fax) 302/622-7100 (fax) Telephone: 619/231-1058
619/231-7423 (fax)
CO LEAD COUNSEL FOR LEAD PLAINTIFF AND THE CLASS
HUGHES, HUBBARD KATTEN MUCHIN ROSENMAN STEPTOE & JOHNSON& REED LLP LLP LLP
KEVIN T. ABIKOFF PAMELA G. SMITH MICHAEL C. MILLERGREGORY M. WILLIAMS EVAN GLASSMAN
KEVIN T. ABIKOFF PAMELA G. SMITHMICHAEL C, MILLER
1775 1 Street, N.W. 525 West Monroe Street, Suite 1600
Washington, DC 20006-2401 Chicago, IL 60661 750 Seventh Avenue
Telephone: 202/721-4600 Telephone: 312/902-5442 New York, NY 10019Telephone: 212/506-3900202/721-4646 (fax)212/506-3950 (fax)
COUNSEL FOR DEFENDANTS
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Case 1:03-cv-06595-VM -GWG Document 383 Filed 05/09/11 Page 35 of 39
the Parties, it being recognized that it is the result of arm's length negotiations between the Parties,
and all Parties have contributed substantially and materially to the preparation of this Stipulation.
IN WI"1NESS WHEREOF, the parties hereto have caused the Stipulation to be executed, by
their duly authorized attorneys, dated April 8, 2011.
BERNSTEIN LITOWITZ BERGER GRANT & EISENHOFER, P.A. ROBBINS GELLER RUDMAN& GROSSMANN LLP JAY W. EISENHOFER & DOWD LLPWILLIAM C. FREDERICKS (WF-1576) GEOFFREY C. JARVIS MARK SOLOMONJAI K. CHANDRASEKHAR (JC-3789) CHRISTINE MACKINTOSH THOMAS E. EGLER
ELLEN GUSIKOFF STEWART
WILLIAM C. FREDERICKS GEOFFREY C. JARVIS
1285 Avenue of the Americas, 38th FIoor 1201 North Market Street, Suite 2100 ELLEN GUSIKOFF STEWART
New York, NY 10019 Wilmington, DE 19801-2599 655 West Broadway, Suite 1900Telephone: 212/554-1400 Telephone: 302/622-7000 San Diego, CA 92101212/554-1444 (fax) 302/622-7100 (fax) Telephone: 619/231-1058619/231-7423 (fax)
CO LEAD COUNSEL FOR LEAD PLAINTIFF AND THE CLASS
HUGHES, HUBBARD KATTEN MUCHIN ROSENMAN STEPTOE & JOHNSON& REED LLP LLP LLPKEVIN T. ABIKOFF PAMELA G. SMITH MICHAEL C. MILLERGREGORY M. WILLIAMS EVAN GLASSMAN
KEVIN T. ABIKOFF PAMELA G. SMITHMICHAEL C. MILLER
1775 I Street, N.W. 525 West Monroe Street, Suite 1600Washington, DC 20006-2401 Chicago, IL 60661 750 Seventh AvenueTelephone: 202/721-4600 Telephone: 312/902-5442 New York, NY 10019202/721-4646 (fax) Telephone: 212/506-3900
212/506-3950 (fax)
COUNSEL FOR DEFENDANTS
i
-32-
Case 1:03-cv-06595-VM -GWG Document 383 Filed 05/09/11 Page 36 of 39
the Parties, it being recognized that it is the result of arm's length negotiations between the Parties,
and all Parties have contributed substantially and materially to the preparation of this Stipulation.
IN WITNESS WHEREOF, the parties hereto have caused the Stipulation to be executed, by
their duly authorized attorneys, dated April 8, 2011.
BERNSTEIN LITOWITZ BERGER GRANT & EISENHOFER, P.A. ROBBINS GELLER RUDMAN& GROSSMANN LLP JAY W. EISENHOFER & DOWD LLP
WILLIAM C. FREDERICKS (WF-1576) GEOFFREY C. JARVIS MARK SOLOMONJAI K. CHANDRASEKHAR (JC-3789) CHRISTINE MACKINTOSH THOMAS E. EGLER
ELLEN GUSIKOFF STEWART
WILLIAM C. FREDERICKS GEOFFREY C. JARVIS
1285 Avenue of the Americas, 38th Floor 1201 North Market Street, Suite 2100 ELLEN GUSIKOFF STEWAR-C
New York, NY 10019 Wilmington, DE 19801-2599 655 West Broadway, Suite 1900Telephone: 212/554-1400 Telephone: 302/622-7000 San Diego, CA 92101212/554-1444 (fax) 302/622-7100 (fax) Telephone: 619/231-1058
619/231-7423 (fax)
CO LEAD COUNSEL FOR LEAD PLAINTIFF AND THE CLASS
HUGHES, HUBBARD KATTEN MUCHIN ROSENMAN STEPT0 . JOHNSON& REED LLP LLP LLP
KEVIN T. ABIKOFF PAMELA G. SMITH M ' L C. MILLERGREGORY M. WILLIAMS GLASSMAN /
KEVIN T. ABIKOFF PAMELA G. SMITHMICHAEL C. MILLER
17751 Street, N.W. 525 West Monroe Street, Suite 1600_Washington, DC 20006-2401 Chicago, IL 60661 750 Seventh AvenueTelephone: 202/721-4600 Telephone: 312/902-5442 New York, NY 10019202/721-4646 (fax) Telephone: 212/506-3900
212/506-3950 (fax)
COUNSEL FOR DEFENDANTS
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Case 1:03-cv-06595-VM -GWG Document 383 Filed 05/09/11 Page 37 of 39
CERTIFICATE OF SERVICE
I hereby certify that on May 9, 2011, I authorized the electronic filing of the foregoing with
the Clerk of the Court using the CM/ECF system which will send notification of such filing to the
e-mail addresses denoted on the attached Electronic Mail Notice List, and I hereby certify that I
caused to be mailed the foregoing document or paper via the United States Postal Service to the non-
CM/ECF participants indicated on the attached Manual Notice List.
I certify under penalty of perjury under the laws of the United States of America that the
foregoing is true and correct. Executed on May 9, 2011.
s/ Ellen Gusikoff Stewart ELLEN GUSIKOFF STEWART
ROBBINS GELLER RUDMAN& DOWD LLP
655 West Broadway, Suite 1900San Diego, CA 92101-3301Telephone: 619/231-1058619/231-7423 (fax)
E-mail: [email protected]
SDNY CCase 1:03-cv-06595-VM -GWG Document 383 Filed 05/09/11 Page 38 of 39 1 of 2
Mailing Information for a Case 1:03-cv-06595-VM -GWG
Electronic Mail Notice List
The following are those who are currently on the list to receive e-mail notices for this case.
• Mark W. [email protected]
• Courtland W. Creekmorecreekmore@csgrr-com,e—file—sd@csgrr. com
• George Allan [email protected] ,[email protected]
• Jay W. [email protected] ,[email protected]
• William Curtis [email protected] ,[email protected] ,[email protected]
• Evan [email protected] , [email protected],[email protected] ,[email protected]
• Geoffrey Coyle [email protected],[email protected] ,[email protected]@gelaw.com ,[email protected]
• Valerie L. [email protected]
• Russell David [email protected],[email protected]
• Lenor Marquis [email protected]
• Mark [email protected]
Manual Notice List
The following is the list of attorneys who are not on the list to receive e-mail notices for this case (who thereforerequire manual noticing). You may wish to use your mouse to select and copy this list into your word processingprogram in order to create notices or labels for these recipients.
Jeffrey A. AlmeidaGrant & Eisenhofer, PA (DE)Chase Manhattan Centre1201 North Market StreetWilmington, DE 19801
Kenneth ArgentieriKirkpatrick and Lockhart535 Smithfield StreetPittsburgh, Pa 15222
https://ecf.nysd.uscourts.gov/cgi-bin/MailList.pl?685019651464553-L_605_0-1 5/2/2011
SDNY Case 1 :03-cv-06595-VM -GWG Document 383 Filed 05/09/11 Page 39 of 39 of 2
Thomas R. JohnsonKirkpatrick and Lockhart LLP535 Smithfield StreetPittsburgh, PA 15222
David H. KistenbrokerKatten Muchin Rosenman LLP (Chicago)525 West Monroe StreetChicago, IL 60661
Alessandra PhillipsGrant & Eisenhofer, PA (DE)Chase Manhattan Centre1201 North Market StreetWilmington, DE 19801
J. Erik SandstedtBernstein, Litowitz, Berger & Grossman LLP1285 Avenue of the AmericasNew York, NY 10019
Jeffrey Spinazzola1285 Avenue of the AmericasNew York, NY 10019
Ellen Gusikoff StewartRobbins Geller Rudman & Dowd LLP (San Diego)655 West BroadwaySuite 1900San Diego, CA 92101
Gregory M. WilliamsHughes Hubbard & Reed LLP (DC)1775 I Street, N.W., Suite 600Washington, DC 20006
https:Hecf nysd.uscourts.gov/cgi-bin/MailList.pl?685019651464553-L_605_0- 15/2/2011
Case 1:03-cv-06595-VM -GWG Document 383-1 Filed 05/09/11 Page 1 of 12
EXHIBIT A
Case 1:03-cv-06595-VM -GWG Document 383-1 Filed 05/09/11 Page 2 of 12
UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK
xIn re ALSTOM SA SECURITIES Master File No. 03-CV-6595-VM(GWG)LITIGATION
CLASS ACTION
This Document Relates To:[PROPOSED] ORDER PRELIMINARILY
ALL ACTIONS. ; APPROVING SETTLEMENT ANDPROVIDING FOR NOTICE
xEXHIBIT A
609268_2
Case 1:03-cv-06595-VM -GWG Document 383-1 Filed 05/09/11 Page 3 of 12
WHEREAS, a consolidated action is pending before this Court styled In re Alstom SA
Securities Litigation, Master File No. 03-CV-6595-VM(GWG) (the "Consolidated Action");
WHEREAS, the parties having made application, pursuant to Federal Rule of Civil
Procedure 23(e), for an order approving the Settlement of this Consolidated Action, in accordance
with a Settlement Agreement dated April 8, 2011, which, together with the Exhibits annexed thereto,
sets forth the terms and conditions for a proposed settlement of the Consolidated Action and for
dismissal of the Consolidated Action with prejudice upon the terms and conditions set forth therein;
and the Court having read and considered the Settlement Agreement and the Exhibits annexed
thereto; and
WHEREAS, unless otherwise defined, all defined terms herein have the same meanings as
set forth in the Settlement Agreement.
NOW, THEREFORE, IT IS HEREBY ORDERED:
1. The Court does hereby preliminarily approve the Settlement Agreement and the
Settlement set forth therein, subject to further consideration at the Settlement Hearing described
below.
2. A hearing (the "Settlement Hearing") shall be held before this Court on
2011, at _.m., at the United States District Court for the Southern District of New York, Daniel
Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, New York 10007, to
determine whether to finally certify this action as a class action pursuant to Rules 23(a) and (b) of
the Federal Rules of Civil Procedure; to determine whether the proposed Settlement of the
Consolidated Action on the terms and conditions provided for in the Settlement Agreement is fair,
reasonable, and adequate to the Class and should be approved by the Court; to determine whether a
Judgment as provided in ¶1.15 of the Settlement Agreement should be entered; to determine whether
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Case 1:03-cv-06595-VM -GWG Document 383-1 Filed 05/09/11 Page 4 of 12
the proposed Plan of Allocation should be approved as fair and reasonable; and to determine the
amount of expenses that should be awarded to Co-Lead Counsel. The Court may adjourn the
Settlement Hearing without further notice to Class Members.
3. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Court preliminarily
certifies, solely for purposes of the Settlement, the Consolidated Action as a class action on behalf of
all purchasers of Alstom ADS on the New York Stock Exchange during the period between August
3, 1999 through August 6, 2003, inclusive (the "Class Period"), and U.S. residents who purchased
Alstom ordinary shares on non-United States exchanges during the Class Period (the "Class").
Excluded from the Class are Defendants, their officers and directors during the Class Period, the
members of their immediate families, and their respective representatives, heirs, successors or
assigns, as well as any entity in which Defendants have or had a controlling interest. Also excluded
from the Class are those persons and entities who submit valid and timely requests for exclusion
from the Class.
4. Solely for purposes of the Settlement, the Court preliminarily finds that the
prerequisites for a class action under Rules 23(a) and (b)(3) of the Federal Rules of Civil Procedure
have been satisfied in that: (a) the members of the Class are so numerous that joinder of all Class
Members in the Consolidated Action is impracticable; (b) there are questions of law and fact
common to the Class which predominate over any individual questions; (c) the claims of the Lead
Plaintiff are typical of the claims of the Class; (d) Lead Plaintiff and its counsel have fairly and
adequately represented and protected the interests of all of the Class Members; and (e) a class action
is superior to other available methods for the fair and efficient adjudication of the controversy,
considering (i) the interests of the members of the Class in individually controlling the prosecution
of the separate actions; (ii) the extent and nature of any litigation concerning the controversy already
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Case 1:03-cv-06595-VM -GWG Document 383-1 Filed 05/09/11 Page 5 of 12
commenced by members of the Class; (iii) the desirability or undesirability of continuing the
litigation of these claims in this particular forum; and (iv) the difficulties likely to be encountered in
the management of the class action.
5. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, and solely for purposes
of the Settlement, the Court preliminarily certifies Lead Plaintiff as Class Representative for the
Class and appoints Co-Lead Counsel as Class Counsel.
6. The Court appoints the firm Gilardi & Co. LLC ("Claims Administrator") to
supervise and administer the notice procedure as well as the processing of claims as more fully set
forth below.
7. The Court approves the form, substance, and requirements of the Notice of Pendency
and Proposed Settlement of Class Action (the "Notice"); the Proof of Claim and Release form
("Proof of Claim"); and the Summary Notice of Pendency and Proposed Settlement of Class Action
(the "Summary Notice"), annexed hereto as Exhibits A-1, A-2, and A-3, respectively.
8. Not later than five (5) business days after the entry of this Order, Alstom shall, at its
own expense, provide to the Claims Administrator, in an electronic, computer-readable format
acceptable to the Claims Administrator, Alstom's transfer records for the Class Period.
9. Not later than fifteen (15) business days after entry of this Order (the "Notice Date"),
the Claims Administrator shall cause a copy of the Notice and the Proof of Claim, substantially in
the forms annexed hereto as Exhibits A-1 and A-2, respectively, to be mailed by First-Class Mail to
all Class Members who can be identified with reasonable effort, including those persons and entities
appearing in the transfer records provided by Alstom pursuant to ¶8 above. On or before the Notice
Date, the Claims Administrator shall also cause the Notice, Proof of Claim, and Settlement
Agreement to be posted on the Settlement website, www.gilardi.com .
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Case 1:03-cv-06595-VM -GWG Document 383-1 Filed 05/09/11 Page 6 of 12
10. The Claims Administrator shall use reasonable efforts to give notice to brokers and
other nominees who purchased Alstom ADSs or ordinary shares for the benefit of another Person
during the period between August 3, 1999 through August 6, 2003, inclusive. Such brokers and
other nominees are directed to either send the Notice and Proof of Claim to all such beneficial
owners of Alstom ADSs or ordinary shares within fourteen (14) calendar days after receipt thereof,
or send a list of the names and addresses of such beneficial owners to the Claims Administrator
within fourteen (14) calendar days of receipt thereof, in which event the Claims Administrator shall
promptly mail the Notice and Proof of Claim to such beneficial owners.
11. Nominee purchasers who elect to send the Notice and Proof of Claim to their
beneficial owners shall also send a statement to the Claims Administrator confirming that the
mailing was made as directed. Upon full compliance with this Order, such nominees may seek
reimbursement of their reasonable expenses actually incurred in complying with this Order by
providing the Claims Administrator with proper documentation supporting the expenses for which
reimbursement is sought. Such properly documented expenses incurred by nominees in compliance
with the terms of this Order shall be paid from the Settlement Fund in accordance with the
provisions of the Settlement Agreement.
12. Not later seven (7) calendar days after the Notice Date, the Claims Administrator
shall cause the Summary Notice to be published once in the national edition of Investor's Business
Daily and once over the Business Wire.
13. Not later than seven (7) calendar days prior to the Settlement Hearing, Co-Lead
iCounsel shall serve on Defendants' Counsel and file with the Court proof, by affidavit or i
declaration, of such mailing and publishing.r
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Case 1:03-cv-06595-VM -GWG Document 383-1 Filed 05/09/11 Page 7 of 12
14. The form and content of the notice program described herein, and the methods set
forth herein of notifying the Class of the Settlement and its terms and conditions, meet the
requirements of Rule 23 of the Federal Rules of Civil Procedure, Section 27(a)(7) of the Securities
Act of 1933, 15 U.S.C. §77z-1(a)(7), as amended by the Private Securities Litigation Reform Act of
1995 (the "PSLRA"), Section 2113(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C. §78u-
4(a)(7), as amended by the PSLRA, and due process, constitute the best notice practicable under the
circumstances, and shall constitute due and sufficient notice to all persons and entities entitled
thereto.
15. All Class Members shall be bound by all determinations and judgments in the
Consolidated Action concerning the Settlement, including, but not limited to, the releases provided
for therein, whether favorable or unfavorable to the Class, regardless of whether such persons or
entities seek or obtain by any means, including, without limitation, by submitting a Proof of Claim
or any similar document, any distribution from the Settlement Fund or the Net Settlement Fund.
16. Class Members who wish to participate in the Settlement shall complete and submit
the Proof of Claim in accordance with the instructions contained therein. Unless the Court orders
otherwise, all Proofs of Claim must be submitted no later than ninety (90) calendar days from the
Notice Date. Any Class Member who does not submit a Proof of Claim within the time provided
shall be barred from sharing in the distribution of the proceeds of the Net Settlement Fund, unless
otherwise ordered by the Court, but shall nevertheless be bound by any final judgment entered by the
Court. Notwithstanding the foregoing, Co-Lead Counsel shall have the discretion to direct the
Claims Administrator to process late-submitted claims so long as distribution of the Net Settlementi
Fund is not materially delayed thereby.I
-5-609268 2
I^
Case 1:03-cv-06595-VM -GWG Document 383-1 Filed 05/09/11 Page 8 of 12
17. Each Proof of Claim shall be deemed to have been submitted when postmarked (if
properly addressed and mailed by First-Class Mail, postage prepaid), provided such Proof of Claim
is actually received prior to the motion for an order of the Court approving distribution of the Net
Settlement Fund. Any Proof of Claim submitted in any other manner shall be deemed to have been
submitted when it was actually received at the address designated in the Notice. The Proof of Claim
submitted by each Class Member must satisfy the following conditions, unless otherwise ordered by
the Court: (i) it must be properly completed, signed, and submitted in a timely manner in accordance
with the provisions of the preceding subparagraph; (ii) it must be accompanied by adequate
supporting documentation for the transactions reported therein, in the form of broker confirmation
slips, broker account statements, an authorized statement from the broker containing the
transactional information found in a broker confirmation slip, or such other documentation as is
deemed adequate by Co-Lead Counsel; (iii) if the person executing the Proof of Claim is acting in a
representative capacity, a certification of his, her or its current authority to act on behalf of the Class
Member must be included in the Proof of Claim; and (iv) the Proof of Claim must be complete and
contain no material deletions or modifications of any of the printed matter contained therein and
must be signed under penalty of perjury. As part of the Proof of Claim, each Class Member shall
submit to the jurisdiction of the Court with respect to the claim submitted.
18. The administration of the proposed Settlement and the determination of all disputed
questions of law and fact with respect to the validity of any Proof of Claim or right of any person or
entity to participate in the distribution of the Net Settlement Fund shall be under the authority of this
Court.
-6-609268_2
i
Case 1:03-cv-06595-VM -GWG Document 383-1 Filed 05/09/11 Page 9 of 12
19. Any Class Member may enter an appearance in the Consolidated Action, at his, her,
or its own expense, individually or through counsel of their own choice. If a Class Member does not
enter an appearance, he, she, or it will be represented by Lead Plaintiff and Co-Lead Counsel.
20. Any Person falling within the definition of the Class may, upon request, be excluded
or "opt out" from the Class. Any such Person must submit to the Claims Administrator a request for
exclusion ("Request for Exclusion"), unless the Court orders otherwise, a Request for Exclusion will
not be valid unless it (a) is postmarked no later than fourteen (14) days prior to the Settlement
Hearing; (b) states the name, address, and telephone number of the Person requesting exclusion; (c)
is signed by the Person or entity requesting exclusion; (d) provides the date(s), price(s), and the
number of Alstom ADSs, or ordinary shares purchased during the Class Period; and (e) states that
the Person wishes to be excluded from the Class in In re Alstom SA Securities Litigation, Master File
No. 03-CV-6595-VM(GWG). All Persons who submit valid and timely Requests for Exclusion in
the manner set forth in this paragraph shall have no rights under the Settlement Agreement, shall not
share in the distribution of the Net Settlement Fund, and shall not be bound by the Settlement
Agreement or any final judgment.
21. Co-Lead Counsel shall cause to be provided to Defendants' Counsel copies of all
Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as
possible and in any event within ten (10) days prior to the Settlement Hearing.
22. Any member of the Class may appear, at his, her, or its own expense, individually or
through counsel of his, her, or its own choice, to show cause why the proposed Settlement of the
Consolidated Action should not be approved as fair, reasonable, and adequate, why a judgment
should not be entered thereon, why the Plan of Allocation should not be approved as fair, reasonable,
and adequate, and/or why Co-Lead Counsel's application for an award of expenses should not be
-7-609268_2
Case 1:03-cv-06595-VM -GWG Document 383-1 Filed 05/09/11 Page 10 of 12
granted; provided, however, that no Class Member shall be heard or entitled to contest the approval
of the terms and conditions of the proposed Settlement, the judgment to be entered thereon
approving the same, or the order approving the Plan of Allocation, or any expenses to be awarded to
Co-Lead Counsel, unless such Class Member has filed with the Clerk of the United States District
Court for the Southern District of New York, Daniel Patrick Moynihan United States Courthouse,
500 Pearl Street, New York, New York 10007, and delivered to Co-Lead Counsel and Defendants'
Counsel, at the addresses listed below, a written notice of objection, along with copies of any
supporting papers and briefs, that includes: (a) such person's or entity's name, address, and
telephone number, along with a representation as to whether such person or entity intends to appear
to be heard at the Settlement Hearing; (b) a statement of the reason(s) for objection; (c) proof of all
purchases or sales of Alstom ADSs or ordinary shares during the Class Period and the price(s) paid
and received; and (d) if such person or entity has indicated that he, she, or it intends to appear at the
Settlement Hearing, the identities of any witnesses that he, she, or it may call to testify and any
exhibits that he, she, or it intends to introduce into evidence at the Settlement Hearing. Any such
objections must be filed with the Court and received by the following counsel no later than fourteen
(14) calendar days before the Settlement Hearing:
Co-Lead Counsel for Lead Plaintiff and the Class:
Ellen Gusikoff StewartROBBINS GELLER RUDMAN
& DOWD LLP655 West Broadway, Suite 1900San Diego, CA 92101
Defendants' Counsel:
Kevin T. AbikoffHUGHES HUBBARD & REED LLP1775 I Street, N.W.Washington, DC 20006
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Case 1:03-cv-06595-VM -GWG Document 383-1 Filed 05/09/11 Page 11 of 12
Pamela G. SmithKATTEN MUCHIN ROSENMAN LLP525 West Monroe Street, Suite 1600Chicago, IL 60661
Michael C. MillerEvan GlassmanSTEPTOE & JOHNSON LLP750 Seventh AvenueNew York, NY 10019
23. Any Class Member who does not make his, her, or its objection in the manner
provided shall be deemed to have waived such objection and shall forever be foreclosed from
making any objection to the fairness, reasonableness, or adequacy of the proposed Settlement as
incorporated in the Settlement Agreement, to the Plan of Allocation, and to the award of expenses to
Co-Lead Counsel, unless otherwise ordered by the Court.
24. The passage of the Settlement Fund to the Escrow Agent in accordance with the terms
and obligations of the Settlement Agreement is approved. No person or entity who is not a Class
Member or Co-Lead Counsel shall have any right to any portion of, or in the distribution of, the
Settlement Fund unless otherwise ordered by the Court or otherwise provided in the Settlement
Agreement.
25. All funds held by the Escrow Agent shall be deemed and considered to be in custodia
legis, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be
distributed pursuant to the Settlement Agreement and/or further order(s) of the Court.
26. All papers in support of the Settlement, the Plan of Allocation, and Co-Lead
Counsel's application for an award of expenses shall be filed and served no later than twenty-one
(21) calendar days prior to the Settlement Hearing. Any reply papers to any timely filed objections
-9-609268_2
Case 1:03-cv-06595-VM -GWG Document 383-1 Filed 05/09/11 Page 12 of 12
to the Settlement, the Plan of Allocation, or Co-Lead Counsel's application for an award of expenses
shall be filed and served no later than seven (7) calendar days prior to the Settlement Hearing.
27. The Released Persons shall have no responsibility for the Plan of Allocation or any
application for an award of expenses submitted by Co-Lead Counsel, and such matters will be
considered separately from the fairness, reasonableness, and adequacy of the Settlement.
28. At or after the Settlement Hearing, the Court shall determine whether the Plan of
Allocation proposed by Co-Lead Counsel, and any application for an award of expenses, should be
approved.
29. All reasonable expenses incurred in identifying and notifying Class Members as well
as administering the Settlement Fund, including the payment of any Taxes and Tax Expenses, shall
be paid as set forth in the Settlement Agreement. In the event the Court does not approve the
Settlement, or it otherwise fails to become effective, neither Lead Plaintiff nor any of its counsel
shall have any obligation to repay any amounts actually and properly incurred or disbursed pursuant
to ¶5.2 of the Settlement Agreement, except as required under ¶6.2 of the Settlement Agreement.
30. The Court reserves the right to adjourn the date of the Settlement Hearing, or any
adj ournment thereof, and to modify any of the dates herein, without further notice to Class Members,
and retains jurisdiction to consider all further matters arising out of or connected with the proposed
Settlement. The Court may approve the Settlement, with such modifications as may be agreed to by
the Settling Parties, if appropriate, without further notice to the Class.
IT IS SO ORDERED.
DATED: THE HONORABLE VICTOR MARREROUNITED STATES DISTRICT JUDGE
-10-609268 2
i
Case 1:03-cv-06595-VM -GWG Document 383-2 Filed 05/09/11 Page 1 of 33
EXHIBIT A-1
iCase 1:03-cv-06595-VM -GWG Document 383-2 Filed 05/09/11 Page 2 of 33
UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK
X
In re ALSTOM SA SECURITIES Master File No. 03-CV-6595-VM(GWG)LITIGATION
CLASS ACTION
This Document Relates To:NOTICE OF PENDENCY AND PROPOSED
ALL ACTIONS. SETTLEMENT OF CLASS ACTION
x EXHIBIT A-1
i
609282 2
Case 1:03-cv-06595-VM -GWG Document 383-2 Filed 05/09/11 Page 3 of 33
r
A Federal Court authorized this Notice. This is not a solicitation from a lawyer.
NOTICE OF PENDENCY OF CLASS ACTION: Your rights may be affected by a class
action lawsuit pending in this Court (the "Consolidated Action") if, during the time period between
August 3, 1999 through August 6, 2003, inclusive, you purchased Alstom SA ("Alstom") American
Depository Shares ("ADS") on the New York Stock Exchange or if you are a U.S. resident who
purchased Alstom ordinary shares on non-United States exchanges during the time period.'
NOTICE OF SETTLEMENT: The Court-appointed Lead Plaintiff International
Brotherhood of Electrical Workers, Local 269 ("Lead Plaintiff'), on behalf of itself and the Class (as
defined in 11 below), has reached a proposed settlement of the Consolidated Action for a total of
$6.95 million in cash (the "Settlement"). The proposed Settlement, if approved by the Court, will
resolve all claims in the Consolidated Action.
This Notice explains important rights you may have, including your possible receipt of
cash from the Settlement. If you are a member of the Class, your legal rights will be affected
whether or not you act. Please read this Notice carefully!
1. Description of the Consolidated Action and the Class: This Notice relates to a
proposed settlement of a class action lawsuit pending against Alstom, Alstom USA, Inc., Alstom
Transportation Inc., Pierre Bilger, Francois Newey, Stephan Rambaud-Measson, and Joseph Janovec
(collectively, the "Defendants," and together with Lead Plaintiff, the "Settling Parties"). The
proposed Settlement, if approved by the Court, will provide relief to all persons and entities who:
purchased Alstom ADS on the New York Stock Exchange; or to U.S. residents who purchased
' Any capitalized terms used in this Notice that are not otherwise defined herein shall have themeanings ascribed to them in the Settlement Agreement dated April 8, 2011 (the "Stipulation")entered into by and among the Settling Parties.
-1-609282_2
Case 1:03-cv-06595-VM -GWG Document 383-2 Filed 05/09/11 Page 4 of 33
Alstom ordinary shares on non-United States exchanges (the "Class") during the time period
between August 3, 1999 through August 6, 2003, inclusive (the "Class Period" ).2
2. Statement of Class's Recovery: Pursuant to the Settlement described herein, a
settlement payment of $6,950,000 in cash (the "Settlement Amount") will be deposited into an
interest-bearing escrow account for the benefit of the Class. The Settlement Amount together with
all interest earned thereon shall be the "Settlement Fund." Lead Plaintiff s damages experts estimate
that approximately 4.2 million Alstom ADS and 215 million ordinary shares purchased by Class
Members may have been affected by the alleged conduct at issue in the Consolidated Action. If all
Class Members elect to participate in the Settlement, it is estimated that the average distribution
from the Settlement Fund will be approximately $1.49 per affected Alstom ADS and less than one
cent per affected Alstom ordinary share before the deduction of Court-awarded expenses and the
costs of notice and administration. The reason that the average distribution per affected Alstom
ordinary share is so small is that Co-Lead Counsel have determined, in light of the United States
Supreme Court's decision last year in Morrison v. Nat'l Austl. Bank Ltd., 130 S. Ct. 2869 (2010), the
prospects of obtaining any recovery under the Securities Exchange Act of 1934 for Class Members
who purchased ordinary shares are extremely remote on the facts of this case. A Class Member's
actual recovery will be determined in accordance with the Plan of Allocation approved by the Court.
The proposed Plan of Allocation is set forth on pages _ - _ below.
3. Statement of Potential Outcome of the Consolidated Action: The Settling Parties
disagree on both liability and damages and do not agree on the average amount of damages per ADS
2 As set forth in ¶18 below, excluded from the Class are certain persons and entities related tothe Defendants in the Consolidated Action. Also excluded from the Class are those persons andentities who timely request exclusion from the Class pursuant to this Notice.
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or ordinary share that would be recoverable if Lead Plaintiff was to have prevailed on each
remaining claim alleged in the Consolidated Action. The issues on which the Settling Parties
disagree include: (1) whether the statements made or facts allegedly omitted were false, material, or
otherwise actionable under the federal securities laws; (2) the extent to which the various matters
that Lead Plaintiff alleged were materially false or misleading influenced (if at all) the trading price
of Alstom ADS and/or ordinary shares at various times during the Class Period; (3) the extent to
which the various allegedly adverse material facts that Lead Plaintiff alleged were omitted
influenced (if at all) the trading price of Alstom ADS and/or ordinary shares at various times during
the Class Period; (4) the extent to which external factors, such as general market conditions,
influenced the trading price of Alstom ADS and/or ordinary shares at various times during the Class
Period; (5) the effect of various market forces influencing the trading price of Alstom ADS and/or
ordinary shares at various times during the Class Period; (6) the amount by which Alstom ADS
and/or ordinary shares were allegedly artificially inflated (if at all) during the Class Period; and (7)
the appropriate economic model for determining the amount by which Alstom ADS and/or ordinary
shares were allegedly artificially inflated (if at all) during the Class Period.
4. Statement of Expenses Sought: Co-Lead Counsel (as defined in 15 below) will not
seek an award of attorneys' fees in the Consolidated Action, but will only apply for expenses
incurred in connection with the prosecution and resolution of the Consolidated Action in an amount
not to exceed $1,950,000, plus interest on such expenses at the same rate as earned on the Settlement
Amount. 3 If the Court approves Co-Lead Counsel's expense application, the average cost per
3 Co-Lead Counsel incurred in excess of four million dollars in litigation expenses but areseeking payment of only $1,950,000.
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affected ADS will be approximately $0.41, and the cost per affected ordinary share will be less than
one cent per share.
5. Identification of Attorneys' Representatives: Lead Plaintiff and the Class are
represented by the law firms of Bernstein Litowitz Berger & Grossmann LLP, Grant & Eisenhofer
P.A., and Robbins Geller Rudman & Dowd LLP, the Court-appointed Co-Lead Counsel for Lead
Plaintiff and the Class ("Co-Lead Counsel"). Any questions regarding the Settlement should be
directed to:
Rick Nelson, c/o Shareholder Relations, Robbins Geller Rudman & Dowd LLP, 655 WestBroadway, Suite 1900, San Diego, CA 92101, (800) 449-4900; [email protected] .
Jai K. Chandrasekhar, Esq., Bernstein Litowitz Berger & Grossmann LLP, 1285 Avenue ofthe Americas, 38th Floor, New York, NY 10019, (800) 380-8496, [email protected] .
Geoffrey C. Jarvis, Esq., Grant & Eisenhofer P.A., 1201 North Market Street, Suite 2100,Wilmington, DE 19801.
Please do not contact any representative of the Defendants or the Court with questions about
the Settlement.
6. Reasons for Settlement: Lead Plaintiff's principal reason for the Settlement is the
benefit to be provided to the Class now, given the procedural posture of the case. This benefit must
be compared to the significant risk that a smaller recovery or no recovery might be achieved after
contested motions, a contested trial, and likely appeals, possibly years into the future. 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 uncertain outcome of the litigation.
YOUR LEGAL RIGHTS AND OPTIONS IN THE SETTLEMENT
REMAIN A MEMBER OF THE CLASS This is the only way to get a payment. If youwish to obtain a payment as a Class Member,you will need to file a Proof of Claim andRelease form (which is included with thisNotice) postmarked no later than
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, 2011.
EXCLUDE YOURSELF FROM THE CLASS Get no payment. This is the only option thatBY SUBMITTING A WRITTEN REQUEST allows you to ever be part of any other lawsuitFOR EXCLUSION SO THAT IT IS (other than a lawsuit asserting claims only underPOSTMARKED NO LATER THAN foreign law) against any of the Defendants or
, 2011 other Released Persons concerning the claimsthat were, or could have been, asserted in thiscase.
OBJECT TO THE SETTLEMENT BY Write to the Court and explain why you do notSUBMITTING WRITTEN OBJECTIONS like the Settlement, the proposed Plan ofSO THAT THEY ARE RECEIVED NO Allocation, or the request for an award ofLATER THAN , 2011 expenses. You cannot object to the Settlement
unless you are , a Class Member and do notexclude yourself.
GO TO THE HEARING ON Ask to speak in Court about the fairness of the2011, AT .M., AND FILE A NOTICE Settlement, the proposed Plan of Allocation, orOF INTENTION TO APPEAR SO THAT IT the request for an award of expenses.IS RECEIVED NO LATER THAN
, 2011
DO NOTHING
Get no payment. Remain a Class Member. Giveup your rights.
WHY DID I GET THIS NOTICE?
7. This Notice is being sent to you pursuant to an Order of the United States District
Court for the Southern District of New York (the "Court") because you or someone in your family
may have purchased Alstom ADS or ordinary shares during the Class Period. The Court has
directed us to send you this Notice because, as a potential Class Member, you have a right to know
about your options before the Court rules on the proposed Settlement of this case. Additionally, you
have the right to understand how a class action lawsuit may generally affect your legal rights. If the
Court approves the Settlement, a claims administrator selected by Lead Plaintiff and approved by the
Court will make payments pursuant to the Settlement after any objections and appeals are resolved.
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8. The Court in charge of this case is the United States District Court for the Southern
District of New York, and the case is known as In re Alstom SA Securities Litigation, Master File
No. 03-CV-6595-VM(GWG). The Judge presiding over this case is the Honorable Victor Marrero,
United States District Judge. The pension fund that is suing is called the plaintiff, and those who are
being sued are called defendants. In this case, the plaintiff is referred to as Lead Plaintiff, on behalf
of itself and the Class, and the defendants are Alstom, Alstom USA, Inc., Alstom Transportation
Inc., Pierre Bilger, Francois Newey, Stephan Rambaud-Measson, and Joseph Janovec.
9. This Notice explains the lawsuit, the Settlement, your legal rights, what benefits are
available, who is eligible for them, and how to get them. The purpose of this Notice is to inform you
about the existence of this case, that it is a class action, how you might be affected, and how to
exclude yourself from the Settlement if you wish to do so. It also is being sent to inform you of the
terms of the proposed Settlement, and of a hearing to be held by the Court to consider the fairness,
reasonableness, and adequacy of the proposed Settlement, the fairness and reasonableness of the
proposed Plan of Allocation, and the application by Co-Lead Counsel for an award of expenses (the
"Settlement Hearing").
10. The Settlement Hearing will be held on , 2011, at .m., before the
Honorable Victor Marrero, at the Daniel Patrick Moynihan United States Courthouse, 500 Pearl
Street, New York, New York, to determine, among other things:
(a) whether the proposed Settlement is fair, reasonable, and adequate and should
be approved by the Court;
(b) whether the Consolidated Action should be dismissed with prejudice as to the
Defendants and the Released Claims fully, finally, and forever released, relinquished, and discharged
as against the Defendants and the other Released Persons;
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(c) whether the proposed Plan of Allocation is fair and reasonable and should be
approved by the Court; and
(d) whether Co-Lead Counsel's request for an award of expenses should be
approved by the Court.
11. This Notice does not express any opinion by the Court concerning the merits of any
claim in the Consolidated Action, and the Court still has to decide whether to approve the
Settlement. If the Court approves the Settlement, payments to Authorized Claimants will be made
after any appeals are resolved, and after the completion of all claims processing. Please be patient.
WHAT IS A CLASS ACTION?
12. In a class action lawsuit, the court selects one or more people, known as class
representatives, to sue on behalf of all people with similar claims, commonly known as the class or
the class members. In this Consolidated Action, the Court has appointed the International
Brotherhood of Electrical Workers, Local 269 to serve as "Lead Plaintiff' under a federal law
governing lawsuits such as this one, and the Court has approved Lead Plaintiff's selection of the law
firms of Robbins Geller Rudman & Dowd LLP, Bernstein Litowitz Berger & Grossmann LLP, and
Grant & Eisenhofer P.A. to serve as Co-Lead Counsel. A class action is a type of lawsuit in which
the claims of a number of individuals are resolved together, thus providing the class members with
both consistency and efficiency. Once a class is certified, the court must resolve all issues on behalf
of the class members, except for any persons or entities who choose to exclude themselves from the
class. (For more information on excluding yourself from the Class, please read "What if I Do Not
Want to Be a Part of the Settlement? How Do I Exclude Myself?," located on page _ below.)
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WHAT IS THIS CASE ABOUT? WHAT HAS HAPPENED SO FAR?
13. On or after August 29, 2003, putative securities class action lawsuits were filed by
plaintiffs on behalf of themselves and all Persons who purchased Alstom securities in the United
States District Court for the Southern District of New York, entitled Abramsky v. Alstom, SA et al.,
03-CV-6595 (VM), Rosenbaum Partners v. Alstom SA, et al., 03-CV-6701 (VM), Soyugenc v.
Alstom SA, et al., 03-CV-7777 (GMC), Shelby v. Alstom SA, et al., 03-CV-8059 (VM), San Diego
City Employees' Retirement System, et al. v. Alstom SA, et al., 03-CV-8515 (VM), and Allen v.
Alstom SA, et al., 03-CV-8549(VM); and in the United States District Court for the District of
Connecticut, entitled International Brotherhood of Electrical Workers, Local 269 v. Alstom SA, et
al., 03-CV-1480(MRK), and State Universities Retirement System oflllinois, et al. v. Alstom SA, et
al., 03-CV-1650(CFD) (collectively, the "Securities Actions").
14. By Order dated January 7, 2004, the Court consolidated the Securities Actions in the
Southern District of New York under the caption In re Alstom SA Securities Litigation, Master File
No. 03-CV-6595 (VM) (the "Consolidated Action"), and appointed as Co-Lead Plaintiffs San Diego
City Employees' Retirement System, State Universities Retirement System of Illinois, Louisiana
State Employees' Retirement System, West Virginia Investment Management Board, and
International Brotherhood of Electrical Workers, Local 269 (the "Original Lead Plaintiffs"), and as
Co-Lead Counsel the firms of Robbins Geller Rudman & Dowd LLP, Grant & Eisenhofer P.A., and
Bernstein Litowitz Berger & Grossmann LLP.
15. The Original Lead Plaintiffs filed a Consolidated Amended Complaint for Violations
of the Federal Securities Laws on June 18, 2004. The complaint alleged violations of § 10(b) of the
Securities Exchange Act of 1934 (the "Exchange Act"), Rule IOb-5 promulgated thereunder, and
§20(a) of the Exchange Act on behalf of the Class. Defendants moved to dismiss the Complaint,
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which motion was opposed by the Original Lead Plaintiffs. On December 22, 2005, the Court issued
an Order granting in part and denying in part the motions to dismiss. On March 14, 2006, the
Original Lead Plaintiffs filed their Second Consolidated Amended Complaint for Violations of the
Federal Securities Laws. By Decision and Order dated September 29, 2006, the Court reinstated
certain claims. On November 28, 2006, the Original Lead Plaintiffs filed their Revised Second
Consolidated Amended Complaint. On December 10, 2007, the Court granted the motion of San
Diego City Employees' Retirement System to withdraw as a lead plaintiff. By order dated August
26, 2008, the Court granted in part and denied in part the Original Lead Plaintiffs' Motion for Class
Certification.
16. Following the closure of fact discovery, the Settling Parties agreed to mediate before
David Geronemus of JAMS, and attended a full-day mediation with Mr. Geronemus on June 15,
2010, but were unable to reach an agreement. Following the Supreme Court's issuance of its
opinion in Morrison, and upon motion by Defendants, by Decision and Order dated September 13,
2010, the Court dismissed the claims of all purchasers of Alstom securities made on exchanges
outside of the United States. On November 30, 2010, the Court dismissed the Original Lead
Plaintiffs State Universities Retirement System of Illinois, Louisiana State Employees' Retirement
System, and West Virginia Investment Management Board, leaving only International Brotherhood
of Electrical Workers, Local 269 as the only Lead Plaintiff with surviving claims. Following further
negotiations, the Settling Parties reached an agreement-in-principle to resolve the litigation on the
grounds set forth herein.
17. On , 2011, the Court preliminarily approved the Settlement, authorized
this Notice to be sent to potential Class Members, and scheduled the Settlement Hearing to consider
whether to grant final approval to the Settlement.
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HOW DO I KNOW IF I AM AFFECTED BY THE SETTLEMENT?
18. On , 2011, the Court preliminarily certified a Class for purposes of
the Settlement. If you area member of the Class, you are subject to the Settlement unless you timely
request to be excluded. The Class consists of all purchasers of Alstom ADS on the New York Stock
Exchange and all U.S. residents who purchased Alstom ordinary shares on non-United States
exchanges during the period between August 3, 1999 through August 6, 2003, inclusive. Excluded
from the Class are Defendants, their officers and directors during the Class Period, the members of
their immediate families, and their respective representatives, heirs, successors or assigns, as well as
any entity in which Defendants have or had a controlling interest. The Class also does not include
those persons and entities who timely request exclusion from the Class pursuant to this Notice (see
"What if I Do Not Want to Be a Part of the Settlement? How Do I Exclude Myself?" below).
19. If one of your mutual funds owned shares of Alstom ADS or ordinary shares during
the Class Period, that alone does not make you a Class Member. You are a Class Member only if
you directly purchased Alstom ADS or ordinary shares during the Class Period. Contact your broker
to see if you purchased shares of Alstom ADS or ordinary shares during the Class Period.
RECEIPT OF THIS NOTICE DOES NOT NECESSARILY MEAN THAT YOU AREA CLASS MEMBER OR THAT YOU ARE ENTITLED TO RECEIVE PROCEEDSFROM THE SETTLEMENT. IF YOU WISH TO BE ELIGIBLE TO PARTICIPATEIN THE SETTLEMENT, YOU MUST SUBMIT THE ENCLOSED PROOF OFCLAIM AND RELEASE FORM POSTMARKED NO LATER THAN 2011.
WHAT ARE LEAD PLAINTIFF'S REASONS FOR THE SETTLEMENT?
20. Lead Plaintiff believes that the surviving claims asserted against the Defendants have
merit and that the evidence developed to date supports those claims. However, Lead Plaintiff
recognizes and acknowledges the expense and length of continued proceedings necessary to
prosecute the Consolidated Action against the Defendants through trial and through appeals. Lead
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Plaintiff also has taken into account the uncertain outcome and the risk of any litigation, especially in
complex actions such as this Consolidated Action, as well as the difficulties and delays inherent in
such litigation. Lead Plaintiff is also mindful of the inherent difficulties of proof under and possible
defenses to the securities law violations asserted in the Consolidated Action, as well as the current
procedural posture of the case. In addition, the amount of damages recoverable by the Class was and
is challenged by the Defendants. Recoverable damages in this case are limited to losses caused by
conduct actionable under applicable law and, had the Consolidated Action gone to trial, the
Defendants intended to assert that all of the losses of Class Members were caused by non-actionable
market, industry, or general economic factors. The Defendants would also assert that, throughout
the Class Period, the uncertainties and risks associated with Alstom's business and financial
condition were fully and adequately disclosed.
21. In light of the amount of the Settlement and the immediacy of recovery to the Class,
and the risk of no recovery or a smaller recovery if the litigation continued, Lead Plaintiff and Co-
Lead Counsel believe that the proposed Settlement is fair, reasonable, and adequate, and in the best
interests of the Class. The Settlement provides a substantial benefit now, namely $6,950,000 in
cash, less certain costs and expenses described in this Notice.
22. The Defendants expressly have denied and continue to deny all charges of
wrongdoing or liability against them arising out of any of the conduct, statements, acts, or omissions
alleged, or that could have been alleged, in the Consolidated Action, and continue to believe the
claims asserted against them in the Consolidated Action are without merit. Nonetheless, the
Defendants have concluded that further conduct of the Consolidated Action would be protracted andi
expensive and that it is desirable that the Consolidated Action be fully and finally settled in the
manner and upon the terms and conditions set forth in the Stipulation. They also have taken into
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account the uncertainty and risks inherent in any litigation, especially in complex cases like this
Consolidated Action and have, therefore, determined that it is desirable and beneficial to them that
the Consolidated Action be settled in the manner and upon the terms and conditions set forth in the
Stipulation.
WHAT MIGHT HAPPEN IF THERE WERE NO SETTLEMENT?
23. If there were no Settlement and Lead Plaintiff failed to establish any essential legal or
factual element of its claims, neither Lead Plaintiff nor the Class would recover anything from the
Defendants. Also, if the Defendants were successful in proving any of their defenses, the Class
likely would recover substantially less than the amount provided in the Settlement, or nothing at all.
Moreover, if there were no Settlement, it is highly uncertain whether Lead Plaintiff, if it was
successful after trial and subsequent appeals, could have obtained a judgment in an amount greater
than the Settlement Amount.
HOW MUCH WILL MY PAYMENT BE?
24. After approval of the Settlement by the Court and upon satisfaction of the other
conditions to the Settlement, the Net Settlement Fund (i.e., the Settlement Fund less (i) any Taxes
and Tax Expenses, (ii) any costs and fees incurred in connection with the notice and administration
of the Settlement, including any escrow costs and fees, and (iii) any expenses awarded to Co-Lead
Counsel by the Court) will be distributed to Class Members who submit timely and valid Proof of
Claim and Release forms that are approved for payment by the Court ("Authorized Claimants") in
accordance with the Plan of Allocation approved by the Court. The Court has reserved jurisdiction
to allow, disallow, or adjust on equitable grounds the claim of any Class Member. The Net
Settlement Fund will not be distributed until the Court has approved a plan of allocation, and the
time for any petition for rehearing, appeal or review, whether by certiorari or otherwise, has expired.
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Approval of the Settlement is independent from approval of the Plan of Allocation. Any
determination with respect to the Plan of Allocation will not affect the Settlement, if approved.
25. Defendants are not entitled to get back any portion of the Settlement Fund once the
Court's Order approving the Settlement becomes Final. No Defendant, nor any other Released
Person, shall have any liability, obligation, or responsibility whatsoever for the administration of the
Settlement, the disbursement of the Net Settlement Fund, or the Plan of Allocation.
26. The amount of the cash payment that an Authorized Claimant will receive will
depend on, among other things, the number of valid Proof of Claim and Release forms that Class
Members send in and how many shares of Alstom ADS and/or ordinary shares the Authorized
Claimant purchased, and when they were purchased.
27. Only those persons and entities who purchased Alstom ADS or ordinary shares
during the Class Period AND WERE INJURED AS A RESULT OF SUCH PURCHASES, will be
eligible to share in the distribution of the Net Settlement Fund. Each person or entity wishing to
participate in the distribution must submit a valid Proof of Claim and Release form establishing
membership in the Class, and including all required documentation as set forth in the Proof of Claim
and Release form, postmarked no later than , 2011 to the address set forth in the Proof
Claim and Release form that accompanies this Notice. Unless the Court otherwise orders, any Class
Member who fails to submit a Proof of Claim and Release form postmarked no later than
, 2011 shall be forever barred from receiving payments pursuant to the Settlement set forth
in the Stipulation but will in all other respects remain a Class Member and be subject to the
provisions of the Stipulation, including the terms of any judgment entered and releases given. This
means that each Class Member fully, finally, and forever releases, relinquishes, and discharges the
Released Claims (as defined in 133 below) against the Released Persons (as defined in ¶34 below)
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and is permanently barred and enjoined from asserting, instituting, maintaining, prosecuting, or
enforcing any and all Released Claims against the Released Persons regardless of whether or not
such Class Member submits a Proof of Claim and Release form.
28. The Plan of Allocation set forth herein (the "Plan of Allocation") is the plan that is
being proposed by Lead Plaintiff to the Court for approval. The Court may approve this plan as
proposed or it may modify the Plan of Allocation without further notice to the Class. Any orders
regarding a modification of the Plan of Allocation will be posted on the Settlement website,
www.gilardi.com .
29. Payment pursuant to the Plan of Allocation approved by the Court and the Class
Distribution Order shall be conclusive against all Authorized Claimants. No person or entity shall
have any claim against Lead Plaintiff, Co-Lead Counsel, the Claims Administrator, or any other
agent designated by Co-Lead Counsel arising from distributions made substantially in accordance
with the Stipulation, the Plan of Allocation, the Class Distribution Order, or any other order of the
Court. Lead Plaintiff, the Defendants, their respective counsel, Lead Plaintiff's damages experts and
all other Released Persons shall have no 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 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.
30. Recognized claims will be calculated in accordance with the formula shown below in
the proposed Plan of Allocation, or as otherwise ordered by the Court. It is unlikely that a Class
Member will get a payment for all of his, her, or its recognized claim.
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THE PROPOSED PLAN OF ALLOCATION
American Depositary Shares (ADS) (CUSIP: 021244207)
The allocation below is based on the following inflation per ADS amounts for Class Periodpurchases and sales as well as the statutory PSLRA 90-day look-back amount of $2.97:
InflationInflation Period per ADS
August 3, 1999 - May 22, 2000 $7.53May 23, 2000 - May 14, 2001 $7.69May 15, 2001 - September 26, 2001 $8.51September 27, 2001 $4.19September 28, 2001 $3.21October 1, 2001 $2.31October 2, 2001 - October 8, 2001 $0.89October 9, 2001 - May 13, 2003 $0.00May 14, 2003 - June 27, 2003 $0.43June 30, 2003 - August 1, 2003 $0.22August 6, 2003 forward $0.00
1. For each Alstom ADS purchased on or between August 3, 1999 through May22, 2000, the recovery per ADS shall be as follows:
a) If sold prior to May 23, 2000, the damage per ADS is zero.
b) If sold on or between May 23, 2000 through August 6, 2003, the recovery perADS shall be the lesser of (i) the inflation per ADS at the time of purchase lessthe inflation per ADS at the time of sale; and (ii) the difference between thepurchase price and the selling price.
c) If retained at the end of August 6, 2003, and sold before November 4, 2003,the recovery per ADS shall be the lesser of (i) the inflation per ADS at the time ofpurchase; (ii) the difference between the purchase price and the selling price; and(iii) the difference between the purchase price per ADS and the average closingprice per ADS up to the date of sale as set forth in the table below.
d) If retained, or sold, on or after November 4, 2003, the recovery per ADS shallbe the lesser of (i) the inflation per ADS at the time of purchase; and (ii) thedifference between the purchase price per ADS and $2.97 per ADS.
2. For each Alstom ADS purchased on or between May 23, 2000 through August6, 2003, the recovery per ADS shall be as follows:
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a) If sold on or between May 23, 2000 through August 6, 2003, the recovery perADS shall be the lesser of (i) the inflation per ADS at the time of purchase lessthe inflation per ADS at the time of sale; and (ii) the difference between thepurchase price and the selling price.
b) If retained at the end of August 6, 2003, and sold before November 4, 2003,the recovery per ADS shall be the lesser of (i) the inflation per ADS at the time ofpurchase; (ii) the difference between the purchase price and the selling price; and(iii) the difference between the purchase price per ADS and the average closingprice per ADS up to the date of sale as set forth in the table below.
c) If retained, or sold, on or after November 4, 2003, the recovery per ADS shallbe the lesser of (i) the inflation per ADS at the time of purchase; and (ii) thedifference between the purchase price per ADS and $2.97 per ADS.
AverageClosing Closing
Date Price Price 7-Aug-03 $2.78 $2.788-Aug-03 $2.77 $2.7811-Aug-03 $2.56 $2.7012-Aug-03 $2.51 $2.6613-Aug-03 $2.54 $2.6314-Aug-03 $2.66 $2.6415-Aug-03 $2.63 $2.6418-Aug-03 $2.53 $2.6219-Aug-03 $2.55 $2.6120-Aug-03 $2.60 $2.6121-Aug-03 $2.51 $2.6022-Aug-03 $2.47 $2.5925-Aug-03 $2.43 $2.5826-Aug-03 $2.46 $2.5727-Aug-03 $2.45 $2.5628-Aug-03 $2.49 $2.5629-Aug-03 $2.50 $2.562-Sep-03 $3.20 $2.593-Sep-03 $3.20 $2.624-Sep-03 $3.26 $2.665-Sep-03 $3.39 $2.698-Sep-03 $3.43 $2.729-Sep-03 $3.31 $2.7510-Sep-03 $3.15 $2.7711-Sep-03 $3.27 $2.7912-Sep-03 $3.64 $2.8215-Sep-03 $3.30 $2.8416-Sep-03 $3.38 $2.8617-Sep-03 $3.38 $2.87
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AverageClosing Closing
Date Price Price 23-Sep-03 $2.99 $2.8824-Sep-03 $2.96 $2.8825-Sep-03 $3.10 $2.8926-Sep-03 $2.94 $2.8929-Sep-03 $3.06 $2.8930-Sep-03 $2.97 $2.901-Oct-03 $3.01 $2.902-Oct-03 $3.02 $2.903-Oct-03 $3.05 $2.916-Oct-03 $3.04 $2.917-Oct-03 $3.03 $2.918-Oct-03 $3.01 $2.929-Oct-03 $2.98 $2.9210-Oct-03 $2.96 $2.9213-Oct-03 $2.96 $2.9214-Oct-03 $2.97 $2.9215-Oct-03 $2.88 $2.9216-Oct-03 $2.91 $2.9217-Oct-03 $2.90 $2.9220-Oct-03 $3.12 $2.9221-Oct-03 $3.22 $2.9322-Oct-03 $3.15 $2.9323-Oct-03 $3.17 $2.9424-Oct-03 $3.10 $2.9427-Oct-03 $3.07 $2.9428-Oct-03 $3.19 $2.9529-Oct-03 $3.17 $2.9530-Oct-03 $3.19 $2.9631-Oct-03 $3.13 $2.963-Nov-03 $3.35 $2.974-Nov-03 $3.40 $2.97
Ordinary Shares
The allocation below is based on the following inflation per ordinary share amounts for ClassPeriod purchases and sales as well as the statutory PSLRA 90-day look-back amount of IF 2.60:
Inflationper
ordinaryInflation Period share
August 3, 1999 - May 22, 2000 € 8.52May 23, 2000 - May 14, 2001 € 8.69
May 15, 2001 - September 26, 2001 € 9.62September 27, 2001 € 4.45
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September 28, 2001 € 2.88 October 1, 2001 € 2.08October 2, 2001 - October 8, 2001 € 0.97October 9, 2001 - May 13, 2003 € 0.00May 14, 2003 - June 27, 2003 € 0.38June 30, 2003 - August 1, 2003 € 0.20August 6, 2003 forward € 0.00
1. For each Alstom ordinary share purchased on or between August 3, 1999through May 22, 2000, the recovery per ordinary share shall be as follows:
a) If sold prior to May 23, 2000, the damage per ordinary share is zero.
b) If sold on or between May 23, 2000 through August 6, 2003, the recovery perordinary share shall be the lesser of (i) the inflation per ordinary share at the timeof purchase less the inflation per ordinary share at the time of sale; and (ii) thedifference between the purchase price and the selling price.
c) If retained at the end of August 6, 2003, and sold before November 4, 2003,the recovery per ordinary share shall be the lesser of (i) the inflation per ordinaryshare at the time of purchase; (ii) the difference between the purchase price andthe selling price; and (iii) the difference between the purchase price per ordinaryshare and the average closing price per ordinary share up to the date of sale as setforth in the table below.
d) If retained, or sold, on or after November 4, 2003, the recovery per ordinaryshare shall be the lesser of (i) the inflation per ordinary share at the time ofpurchase; and (ii) the difference between the purchase price per ordinary shareand €2.60 per ordinary share.
2. For each Alstom ordinary share purchased on or between May 23, 2000through August 6, 2003, the recovery per ordinary share shall be as follows:
a) If sold on or between May 23, 2000 through August 6, 2003, the recovery perordinary share shall be the lesser of (i) the inflation per ordinary share at the timeof purchase less the inflation per ordinary share at the time of sale; and (ii) thedifference between the purchase price and the selling price.
b) If retained at the end of August 6, 2003, and sold before November 4, 2003,the recovery per ordinary share shall be the lesser of (i) the inflation per ordinaryshare at the time of purchase; (ii) the difference between the purchase price andthe selling price; and (iii) the difference between the purchase price per ordinaryshare and the average closing price per ordinary share up to the date of sale as setforth in the table below.
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c) If retained, or sold, on or after November 4, 2003, the recovery per ordinaryshare shall be the lesser of (i) the inflation per ordinary share at the time ofpurchase; and (ii) the difference between the purchase price per ordinary shareand €2.60 per ordinary share.
AverageClosing Closing
Date Price Price 7-Aug-03 € 2.31 € 2.318-Aug-03 € 2.40 € 2.3611-Aug-03 € 2.30 € 2.3412-Aug-03 € 2.19 € 2.3013-Aug-03 € 2.24 € 2.2914-Aug-03 € 2.30 € 2.2915-Aug-03 € 2.27 € 2.2918-Aug-03 € 2.21 € 2.2819-Aug-03 € 2.26 € 2.2820-Aug-03 € 2.26 € 2.2721-Aug-03 € 2.27 € 2.2722-Aug-03 € 2.26 € 2.2725-Aug-03 € 2.22 € 2.2726-Aug-03 € 2.20 € 2.2627-Aug-03 € 2.21 € 2.2628-Aug-03 € 2.23 € 2.2629-Aug-03 € 2.24 € 2.261-Sep-03 € 2.76 € 2.292-Sep-03 € 2.83 € 2.313-Sep-03 € 2.96 € 2.354-Sep-03 € 3.01 € 2.385-Sep-03 € 3.10 € 2.418-Sep-03 € 3.11 € 2.449-Sep-03 € 3.03 € 2.4710-Sep-03 € 2.79 € 2.4811-Sep-03 € 2.84 € 2.4912-Sep-03 € 3.10 € 2.5115-Sep-03 € 2.97 € 2.5316-Sep-03 € 3.05 € 2.5517-Sep-03 € 2.79 € 2.5623-Sep-03 € 2.50 € 2.5624-Sep-03 € 2.56 € 2.5625-Sep-03 € 2.70 € 2.5626-Sep-03 € 2.63 € 2.5629-Sep-03 € 2.67 € 2.5630-Sep-03 € 2.51 € 2.561-Oct-03 € 2.56 € 2.562-Oct-03 € 2.63 € 2.57
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AverageClosing Closing
Date Price Price 3-Oct-03 € 2.67 € 2.576-Oct-03 € 2.64 € 2.577-Oct-03 € 2.62 € 2.578-Oct-03 € 2.59 € 2.579-Oct-03 € 2.57 € 2.5710-Oct-03 € 2.50 € 2.5713-Oct-03 € 2.52 € 2.5714-Oct-03 € 2.54 € 2.5715-Oct-03 € 2.49 € 2.5716-Oct-03 € 2.53 € 2.5717-Oct-03 € 2.52 € 2.5620-Oct-03 € 2.73 € 2.5721-Oct-03 € 2.78 € 2.5722-Oct-03 € 2.70 € 2.5723-Oct-03 € 2.68 € 2.5824-Oct-03 € 2.62 € 2.5827-Oct-03 € 2.61 € 2.5828-Oct-03 € 2.71 € 2.5829-Oct-03 € 2.72 € 2.5830-Oct-03 € 2.73 € 2.5931-Oct-03 € 2.74 € 2.593-Nov-03 € 2.87 € 2.594-Nov-03 € 2.87 € 2.60
Note: Ninety percent of the Settlement Fund shall be allocated to Class Members who
purchased Alstom ADS on the New York Stock Exchange and ten percent of the Settlement Fund
shall be allocated to Class Members who purchased Alstom ordinary shares on non-United States
exchanges during the Class Period.
WHAT RIGHTS AM I GIVING UP BY AGREEING TO THE SETTLEMENT?
31. If you are a Class Member, unless you exclude yourself, you will remain a member of
the Class, and that means that you cannot sue, continue to sue, or be a part of any another lawsuit
against the Defendants or the other Released Persons about the claims that are being released in this
Settlement. It also means that all of the Court's orders will apply to you and legally bind you,
including with respect to the Released Claims.
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32. If the Settlement is approved, the Court will enter a judgment (the "Judgment"). The
Judgment will dismiss with prejudice the Consolidated Action and will provide that Lead Plaintiff
and each of the other Class Members who have not timely opted out of the Class, on behalf of
themselves and their predecessors, successors, agents, legal representatives, heirs, executors,
administrators, and assigns, shall be deemed to have, and by operation of the Judgment shall have,
fully, finally, and forever released, relinquished, and discharged all Released Claims (as defined in
¶33 below) against the Released Persons (as defined in ¶34 below) (whether or not such Class
Members execute and deliver Proof of Claim and Release forms). The Judgment will also provide
that each of the Defendants and each of the other Released Persons, on behalf of themselves and
their predecessors, successors, agents, legal representatives, heirs, executors, administrators, and
assigns, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and
forever released, relinquished, and discharged all claims against current or former Lead Plaintiffs,
each of the other Class Members and their respective attorneys arising out of or related in any way to
the institution, prosecution, or settlement of claims against the Defendants except for claims relating
to the enforcement of the Settlement.
33. "Released Claims" means all rights, demands, claims, whether known or unknown
(including, but not limited to, "Unknown Claims"), and causes of action of every nature and
description, in law or equity, whether arising under federal, state, local, statutory or common law,
foreign law, or other law, rule or regulation, whether fixed or contingent, liquidated or un-liquidated,
matured or un-matured, accrued or unaccrued, that were asserted or could have been asserted in the
Securities Actions, the Consolidated Action or any other action or forum by Plaintiffs or Class
Members against the Released Persons including without limitation, all claims arising out of, or
relating to, directly or indirectly, in whole or in part, any of the claims, facts, circumstances, matters,
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allegations, transactions, events, disclosures, statements, acts or omissions which were alleged or
that could have been alleged in the Securities Actions or the Consolidated Action, and that relate to
the purchase or acquisition of Alstom ADSs or Alstom ordinary shares during the Class Period by
any Class Members. Released Claims, however, do not include claims to enforce the Settlement.
With respect to Class Members who purchased Alstom ordinary shares on non-United States
exchanges, Released Claims include only claims or causes of actions arising under United States
(whether federal, state, local, statutory, common or other) law. For Class Members who purchased
Alstom ordinary shares on non-United States exchanges, Released Claims do not include claims or
causes of actions arising under non-United States law.
34. "Released Persons" means the Defendants, the Insurers, Alcatel SA, Marconi PLC,
Credit Suisse First Boston (Europe) Ltd., Societe Generale, Merrill Lynch International, ABN
AMRO Rothschild, BNP Paribas SA, Credit Agricole Indosuez Lazard Capital Markets, Morgan
Stanley & Co. International Ltd., UBS A.G., Philippe Jaffre, Patrick Kron, James Milner, William
Purves, Klaus Esser, John Mayo, Lord George Simpson, Serge Tchuruk and Jean-Pierre Halbron,
and each and all of their respective present and former parents, subsidiaries, affiliates (as defined in
17 C.F.R. §210.1-02(b)), predecessors, successors, and assigns, and each and all of their present or
former general or limited partners and partnerships, joint venturers, directors, officers, principals,
employers, employees, shareholders, members, attorneys, insurers, reinsurers, accountants,
consultants, financial advisors, investment bankers, commercial bank lenders, agents,
representatives, associates, successors, spouses, personal representatives, executors, administrators,
successors, heirs and assignees of each of the foregoing.
35. "Unknown Claims" means any and all Released Claims which any Settlement Class
member (including Lead Plaintiff) does not know or suspect to exist in his, her or its favor at the
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time of the release of the Released Persons which, if known by him, her or it, might have affected
his, her or its decision to enter into this settlement with and release of the Released Persons, or might
have affected his, her or its decision not to object to this Settlement. With respect to any and all
Released Claims, the Parties stipulate and agree that, upon the Effective Date, the Lead Plaintiff
shall expressly waive, and each Settlement Class member shall be deemed to have expressly waived,
by operation of the Judgment, to the fullest extent permitted by law any and all provisions, rights,
and benefits of California Civil Code § 1542, which provides:
A general release does not extend to claims which the creditor does notknow or suspect to exist in his or her favor at the time of executing the release,which if known by him or her must have materially affected his or hersettlement with the debtor.
Lead Plaintiff shall expressly waive and each Class Member shall be deemed by operation of the
Judgment to have expressly waived, 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 international or foreign
law, which is similar, comparable, or equivalent to California Civil Code § 1542. It is understood
that the Lead Plaintiff and the Settlement Class members may hereafter discover facts in addition to
or different from those which he, she or it now knows or believes to be true with respect to the
subject matter of the Released Claims, but Lead Plaintiff shall expressly fully, finally and forever
settle and release, and each Settlement Class member, shall be deemed by operation of the Judgment
to have, fully, finally, and forever settled and released, upon the occurrence of the Effective Date,
any and all Released Claims, whether known or unknown, suspected or unsuspected, contingent or
non-contingent, and whether or not concealed or hidden, which now exist, or heretofore have
existed, upon any theory of law or equity now existing or may come into existence in the future, j
including, but not limited to, conduct that is negligent, grossly negligent, reckless, intentional, with
or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or
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iiI
existence of such different or additional facts. The Parties acknowledge, and the Settlement Class
members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing
waiver was separately bargained for and a key element of the Settlement of which this release is a
part.
WHAT PAYMENT ARE THE ATTORNEYS FOR THE CLASS SEEKING?HOW WILL THE LAWYERS BE PAID?
36. Co-Lead Counsel have not received any payment for their services in pursuing claims
against the Defendants on behalf of the Class, nor have they been reimbursed for their litigation
expenses. Co-Lead Counsel will not apply for any attorneys' fees in this Consolidated Action, but,
before final approval of the Settlement, will apply to the Court for an award of expenses incurred in
connection with the prosecution and resolution of the Consolidated Action in an amount not to
exceed $1,950,000, plus interest on such expenses at the same rate as earned on the Settlement
Amount. This amount is significantly less than the more than $4 million in expenses actually
incurred by Co-Lead Counsel in the more than seven years the Consolidated Action has been
pending.
37. Any expenses awarded by the Court to Co-Lead Counsel shall be paid from the
Settlement Fund. Class Members will not be charged directly for any expenses of Co-Lead Counsel.
HOW DO I PARTICIPATE IN THE SETTLEMENT? WHAT DO I NEED TO DO?
38. If you purchased Alstom ADS on the New York Stock Exchange or are a U.S.
resident who purchased Alstom ordinary shares on non-United States exchanges during the time
period between August 3, 1999 through August 6, 2003, inclusive, and you are not excluded by the
definition of the Class and you do not elect to exclude yourself from the Class, then you are a Class
Member, and you will be bound by the proposed Settlement if the Court approves it, and by any
judgment or determination of the Court affecting the Class. If you are a Class Member, you must
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submit a Proof of Claim and Release form and supporting documentation, to establish your
entitlement to share in the Settlement. A Proof of Claim and Release form is included with this
Notice. You may download additional copies of the Proof of Claim and Release form from the
website maintained by the Claims Administrator for the Settlement. The website is
www.gilardi.com . You may also request a Proof of Claim and Release form by calling toll-free 1-
- - . Those who exclude themselves from the Class, and those who do not submit timely
and valid Proof of Claim and Release forms with adequate supporting documentation, will not be
entitled to share in the Settlement. Please retain all records of your ownership of, or transactions in
Alstom ADS or ordinary shares, as they may be needed to document your claim.
39. As a Class Member, you are represented by Lead Plaintiff and Co-Lead Counsel,
unless you enter an appearance through counsel of your own choice at your own expense. You are
not required to retain your own counsel, but if you choose to do so, such counsel must file a notice of
appearance on your behalf and must serve copies of his or her notice of appearance on the attorneys
listed in ¶46 below.
40. If you do not wish to remain a Class Member, you may exclude yourself from the
Class by following the instructions in the section entitled, "What if I Do Not Want to Be a Part of the
Settlement? How Do I Exclude Myself?," below.
41. If you wish to object to the Settlement or any of its terms, the proposed Plan of
Allocation, or Co-Lead Counsel's application for an award of expenses, and if you do not exclude
yourself from the Class, you may present your objections by following the instructions in the section
entitled, "When and Where Will the Court Decide Whether to Approve the Settlement?," below.
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WHAT IF I DO NOT WANT TO BE A PART OF THE SETTLEMENT?HOW DO I EXCLUDE MYSELF?
42. Each Class Member will be bound by all determinations and judgments in this
lawsuit, including those concerning the Settlement, whether favorable or unfavorable, unless such
person or entity mails or otherwise delivers a written request for exclusion from the Class, addressed
to Alstom Securities Litigation - EXCLUSIONS - c/o Gilardi & Co. LLC, P.O. Box
The exclusion request must be postmarked no later than , 2011. You
will not be able to exclude yourself from the Class after that date. Each request for exclusion must
(i) state the name, address, and telephone number of the person or entity requesting exclusion; (ii)
state that such person or entity "requests exclusion from the Class in In re Alstom SA Securities
Litigation, Master File No. 03-CV-6595-VM(GWG)"; (iii) be signed by the person or entity
requesting exclusion; and (iv) provide the date(s), price(s), and number(s) of shares of all purchases
and sales of Alstom ADS and/or ordinary shares during the Class Period. Requests for exclusion
will not be valid unless they are received within the time stated above and contain all the information
noted above, unless the Court otherwise determines. Please keep a copy of everything that you send
to the Claims Administrator.
43. If you do not want to be part of the Class, you must follow these instructions for
exclusion even if you have pending, or later file, another lawsuit, arbitration, or other proceeding
relating to any Released Claims. If you have a pending lawsuit against any of the Released Persons,
you should consult with your lawyer in that action immediately.
44. If a person or entity requests to be excluded from the Class, that person or entity will
not receive any benefit provided for in the Stipulation and that person or entity may not object to the
Settlement, the Plan of Allocation, or the expense application. If a person or entity excludes himself,
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herself, or itself, he, she, or it may sue, continue to sue, or be part of a different lawsuit asserting the
claims being released in this Settlement against the Defendants and the other Released Persons.
WHEN AND WHERE WILL THE COURT DECIDE WHETHER TO APPROVE THESETTLEMENT?
DO I HAVE TO COME TO THE HEARING?MAY I SPEAK AT THE HEARING IF I DON'T LIKE THE SETTLEMENT?
45. The Settlement Hearing will be held on , 2011, at . m., before
the Honorable Victor Marrero, at the Daniel Patrick Moynihan United States Courthouse, 500 Pearl
Street, New York, New York.
46. Any Class Member who does not request exclusion from the Class may object to the
proposed Settlement, the judgment to be entered approving the Settlement, the Plan of Allocation,
and/or Co-Lead Counsel's request for an award of expenses. Objections must be in writing. You
must file any written objection, together with copies of all other papers and briefs, with the Clerk's
Office at the United States District Court for the Southern District of New York at the address set
forth below on or before , 2011. You must also serve the papers on Co-Lead
Counsel and Defendants' Counsel at the addresses set forth below so that the papers are received on
or before , 2011.
Clerk's Office Co-Lead Counsel Defendants' Counsel
Clerk of the Court Ellen Gusikoff Stewart Kevin T. AbikoffUnited States District Court Robbins Geller Rudman Hughes HubbardSouthern District of New York & Dowd LLP & Reed LLPDaniel Patrick Moynihan 655 West Broadway 1775 I Street, N.W.
United States Courthouse Suite 1900 Washington, DC 20006500 Pearl Street San Diego, CA 92101New York, NY 10007 Pamela G. Smith
Katten MuchinRosenman LLP
525 West Monroe StreetSuite 1600Chicago, IL 60661
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Case 1:03-cv-06595-VM -GWG Document 383-2 Filed 05/09/11 Page 30 of 33
Michael C. MillerEvan GlassmanSteptoe & Johnson LLP750 Seventh AvenueNew York, NY 10019
47. Your written objection must (i) state your name, address, and telephone number; (ii)
include a statement of the reason(s) for your objection; and (iii) include proof of all of your
purchases and sales of Alstom ADS and/or ordinary shares during the Class Period and the price(s)
paid and received. You may not object to the Settlement or any aspect of it if you excluded yourself
from the Class.
48. You may file a written objection without having to appear at the Settlement Hearing.
You may not appear at the Settlement Hearing to present your objection, however, unless you first
filed and served a written objection in accordance with the procedures described above, unless the
Court orders otherwise.
49. If you wish to be heard orally at the hearing in opposition to the approval of the
Settlement, the Plan of Allocation, or Co-Lead Counsel's request for an award of expenses, and if
you have filed and served a timely written objection as described above, you also must notify the
above counsel on or before , 2011 concerning your intention to appear. Persons
who intend to object and desire to present evidence at the Settlement Hearing must include in their
written objections the identity of any witnesses they may call to testify and exhibits they intend to
introduce into evidence at the hearing.
50. You are not required to hire an attorney to represent you in making written objections
or in appearing at the Settlement Hearing. If you decide to hire an attorney, which will be at your
own expense, however, he or she must file a notice of appearance with the Court and serve it on Co-
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Lead Counsel and Defendants' Counsel so that the notice is received on or before
2011.
51. You do not need to attend the Settlement Hearing unless you wish to object in
person to the proposed Settlement, the proposed Plan of Allocation, and/or the application for
an award of expenses. You can object to or participate in the Settlement without attending the
Settlement Hearing. Class Members do not need to appear at the hearing or take any other
action to indicate their approval.
52. The Settlement Hearing may be adjourned by the Court without further written notice
to the Class. If you intend to attend the Settlement Hearing, you should confirm the date and time
with Co-Lead Counsel.
53. Unless the Court orders otherwise, any Class Member who does not object in the
manner described above will be deemed to have waived any objection and shall be forever
foreclosed from making any objection to the proposed Settlement, the proposed Plan of
Allocation, or Co-Lead Counsel's request for an award of expenses.
WHAT IS THE DIFFERENCE BETWEEN EXCLUDING YOURSELF FROM THECLASS AND OBJECTING TO THE SETTLEMENT?
54. Objecting is simply telling the Court that you do not like something about the
Settlement, the Plan of Allocation, or the application for an award of expenses. You can object only
if you are a member of the Class. Excluding yourself from the Class is telling the Court that you do
not want to be a part of the Settlement. If you exclude yourself from the Class you have no basis to
object because the case no longer affects you.
WHAT IF I BOUGHT SHARES ON SOMEONE ELSE'S BEHALF?
55. If you purchased Alstom ADS and/or ordinary shares during the Class Period for the
beneficial interest of a person or organization other than yourself, you must either (i) send a copy of
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f
this Notice and the enclosed Proof of Claim and Release form to the beneficial owner of such
Alstom ADS and/or ordinary shares, postmarked no later than fourteen (14) calendar days after you
receive this Notice, or (ii) provide the names and addresses of such persons no later than fourteen
(14) calendar days after you receive this Notice to Alstom Securities Litigation, c/o Gilardi & Co.
LLC, P.O. Box If you choose the second option, the Claims
Administrator will send a copy of the Notice and Proof of Claim and Release form to the beneficial
owner. Upon full compliance with these directions, such nominees may seek reimbursement of their
reasonable expenses actually incurred (subject to review by the Court), by providing the Claims
Administrator with proper documentation supporting the expenses for which reimbursement is
sought. Copies of this Notice and the Proof of Claim and Release form may also be obtained from
the Settlement website, www.gilardi.com, or by calling toll-free 1-- -
CAN I SEE THE COURT FILE? WHOM SHOULD I CONTACT IF I HAVEQUESTIONS?
56. This Notice contains only a summary of the terms of the proposed Settlement. More
detailed information about the matters involved in the Consolidated Action is available at
www.gilardi.com, including, among other documents, copies of the Stipulation and the Proof of
Claim and Release form. All inquiries concerning this Notice or the Proof of Claim and Release
form should be directed to Co-Lead Counsel at the address set forth in ¶46 above or the Claims
Administrator at:
Alstom Securities LitigationClaims Administratorc/o Gilardi & Co. LLCP.O. Box
800- -
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iCase 1:03-cv-06595-VM -GWG Document 383-2 Filed 05/09/11 Page 33 of 33
EDO NOT CALL OR WRITE ALSTOM, THE COURT, OR THE OFFICE OF THE
CLERK OF COURT REGARDING THIS NOTICE.
By Order of the CourtDated: , 2011 United States District Court
Southern District of New York
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EXHIBIT A-2
Case 1:03-cv-06595-VM -GWG Document 383-3 Filed 05/09/11 Page 2 of 15
UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK
X
In re ALSTOM SA SECURITIES Master File No. 03-CV-6595-VM(GWG)LITIGATION
CLASS ACTION
This Document Relates To:PROOF OF CLAIM AND RELEASE
ALL ACTIONS.EXHIBIT A-2
x
618382_1
Case 1:03-cv-06595-VM -GWG Document 383-3 Filed 05/09/11 Page 3 of 15
I. GENERAL INSTRUCTIONS
1. To recover as a member of the Class based on your claims in the consolidated action
entitled In re Alstom SA Securities Litigation, Master File No. 03-CV-6595-VM(GWG) (the
"Litigation"), you must complete and, on page _ hereof, sign this Proof of Claim and Release form.
If you fail to file a properly addressed (as set forth in paragraph 3 below) Proof of Claim and Release
form, your claim may be rejected and you may be precluded from any recovery from the Net
Settlement Fund created in connection with the proposed Settlement of the Litigation.
2. Submission of this Proof of Claim and Release form, however, does not assure that
you will share in the proceeds of the Settlement of the Litigation.
3. YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM
AND RELEASE POSTMARKED ON OR BEFORE 2011, ADDRESSED AS
FOLLOWS:
Alstom Securities LitigationClaims Administratorc/o Gilardi & Co. LLC
P.O. Box
If you are NOT a member of the Class (as defined in the Notice of (1) Pendency and Proposed
Settlement of Class Action; (2) Settlement Hearing; and (3) Motion for Expenses (the "Notice")),
DO NOT submit a Proof of Claim and Release form.
4. If you are a member of the Class and you did not timely request exclusion in
connection with the proposed Settlement, you are bound by the terms of any judgment entered in the
Litigation, including the releases provided therein, WHETHER OR NOT YOU SUBMIT A PROOF
OF CLAIM AND RELEASE FORM.
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Case 1:03-cv-06595-VM -GWG Document 383-3 Filed 05/09/11 Page 4 of 15
II. CLAIMANT IDENTIFICATION
If you purchased Alstom American Depository Shares ("ADS") on the New York Stock
Exchange or if you are a U.S. resident who purchased Alstom ordinary shares on non-United States
exchanges and held the certificate(s) in your name, you are the beneficial purchaser as well as the
record purchaser. If, however, you purchased Alstom ADS on the New York Stock Exchange or
Alstom ordinary shares on a non-United States exchange and the certificate(s) were registered in the
name of a third party, such as a nominee or brokerage firm, you are the beneficial purchaser and the
third party is the record purchaser.
Use Part I of this form entitled "Claimant Identification" to identify each purchaser of record
("nominee"), if different from the beneficial purchaser of the Alstom ADS or ordinary shares which
forms the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL
PURCHASER(S) OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASER(S), OF THE
ALSTOM ADS OR ORDINARY SHARES UPON WHICH THIS CLAIM IS BASED.
All joint purchasers must sign this claim. Executors, administrators, guardians, conservators,
and trustees must complete and sign this claim on behalf of persons represented by them and their
authority must accompany this claim and their titles or capacities must be stated. The Social
Security (or taxpayer identification) number and telephone number of the beneficial owner may be
used in verifying the claim. Failure to provide the foregoing information could delay verification of
your claim or result in rejection of the claim.
If you are acting in a representative capacity on behalf of a Class Member (for example, as an
executor, administrator, trustee, or other representative), you must submit evidence of your current
authority to act on behalf of that Class Member. Such evidence would include, for example, letters
testamentary, letters of administration, or a copy of the trust documents.
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NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of
transactions may request to, or may be requested to, submit information regarding their transactions
in electronic files. All claimants MUST submit a manually signed paper Proof of Claim and Release
form listing all their transactions whether or not they also submit electronic copies. If you wish to
file your claim electronically, you must contact the Claims Administrator at 1-800- or visit
their website at www.gilardi.com to obtain the required file layout. No electronic files will be
considered to have been properly submitted unless the Claims Administrator issues to the claimant a
written acknowledgement of receipt and acceptance of electronically submitted data.
III. CLAIM FORM
Use Part II of this form entitled "Schedule of Transactions in Alstom ADS Traded on the
New York Stock Exchange" or Part III entitled "Schedule of United States Residents' Transactions
in Alstom Ordinary Shares on Non-United States Exchanges" to supply all required details of your
transaction(s) in such securities. If you need more space or additional schedules, attach separate
sheets giving all of the required information in substantially the same form. Sign and print or type
your name on each additional sheet.
On the schedules, provide all of the requested information with respect to all of your
purchases of Alstom ADS on the New York Stock Exchange and/or Alstom ordinary shares on non-
United States exchanges which took place at any time between August 3, 1999 through August 6,
2003, inclusive (the "Class Period"), and all of your sales of Alstom ADS on the New York Stock
Exchange and/or Alstom ordinary shares on non-United States exchanges which took place at any
time between August 3, 1999 through November 4, 2003, inclusive, whether such transactions
resulted in a profit or a loss. You must also provide all of the requested information with respect to
all of the Alstom ADS or ordinary shares you held at the close of trading on August 2, 1999, and at
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Case 1:03-cv-06595-VM -GWG Document 383-3 Filed 05/09/11 Page 6 of 15
the close of trading on August 6, 2003 and on November 4, 2003. Failure to report all such
transactions may result in the rejection of your claim.
List each transaction in the Class Period separately and in chronological order, by trade date,
beginning with the earliest. You must accurately provide the month, day, and year of each
transaction you list.
The date of covering a "short sale" is deemed to be the date of purchase of Alstom ADS or
ordinary shares. The date of a "short sale" is deemed to be the date of sale of Alstom ADS or
ordinary shares.
Copies of stockbroker confirmation slips, stockbroker statements, or other documents
evidencing your transactions in Alstom ADS or ordinary shares should be attached to your claim. If
any such documents are not in your possession, please obtain a copy or equivalent documents from
your broker because these documents are necessary to prove and process your claim. Failure to
provide this documentation could delay verification of your claim or result in rejection of your
claim.
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Case 1:03-cv-06595-VM -GWG Document 383-3 Filed 05/09/11 Page 7 of 15
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
In re Alstom SA Securities Litigation
Master File No. 03-CV-6595-VM(GWG)
PROOF OF CLAIM AND RELEASE
Must Be Postmarked No Later Than:
, 2011
Please Type or Print
PART I: CLAIMANT IDENTIFICATION
Beneficial Owner's Name (First, Middle, Last)
Street Address
City State or Province
Zip Code or Postal Code Country
IndividualSocial Security Number or Corporation/OtherTaxpayer Identification Number
Area Code Telephone Number (work)
Area Code Telephone Number (home)
Record Owner's Name (if different from beneficial owner listed above)
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Case 1:03-cv-06595-VM -GWG Document 383-3 Filed 05/09/11 Page 8 of 15
PART II:
SCHEDULE OF TRANSACTIONS IN ALSTOM ADS TRADED ON THE NEWYORK STOCK EXCHANGE
A. Number of Alstom ADS held at the close of trading on August 2, 1999: Ifnone, write "zero' or "0." If other than zero, must be documented.
B.
Purchases of Alstom ADS during the time period between August 3, 1999 throughAugust 6, 2003, inclusive.
Trade Date Number of ADS Total Purchase PriceMonth Day Year Purchased
1. 1. 1.
2. 2. 2.
3. 3. 3.
IMPORTANT: Identify by number listed above all purchases in which you covered a "shortsale":
During the time period between August 6, 2003 through November 4, 2003, inclusive, Ipurchased a total of Alstom ADS. If none, write "zero' or "0." If other than zero,must be documented.
C. Sales of Alstom ADS during the time period between August 3, 1999 throughNovember 4, 2003, inclusive. If none, write "zero' or "0." If other than zero, mustbe documented.
Trade Date Number of ADS Total Sales PriceMonth Day Year Sold
1. 1. 1.
2. 2. 2.
3. 3. 3.
D. Number of Alstom ADS held at the close of trading on August 6,' 2003 . Number of Alstom ADS held at the close of trading onNovember 4, 2003: If none, write "zero' or "0." Ifother than zero, must be documented.
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PART III: SCHEDULE OF UNITED STATES RESIDENTS' TRANSACTIONS IN ALSTOMORDINARY SHARES ON NON-UNITED STATES EXCHANGES
A. Country of Residence on August 3, 1999:
B. Number of Alstom ordinary shares purchased by U.S. residents on non-U.S.exchanges and held at the close of trading on August 2,1999: If none, write "zero" or "0." If other than zero, must be documented.
C. Purchases of Alstom ordinary shares on non-U.S. exchanges by U.S. residents duringthe time period between August 3, 1999 through August 6, 2003, inclusive.
Trade Date Name of Number of Total Purchase Country ofMonth Day Year Exchange Ordinary Shares Price Residence at
Purchased On Purchased Time of Purchase1. 1. 1. 1. 1.
2. 2. 2. 2. 2.
3. 3. 3. 3. 3.
IMPORTANT: Identify by number listed above all purchases in which you covered a "shortsale":
During the time period between August 3, 1999 through November 4, 2003, inclusive, Ipurchased a total of Alstom ordinary shares on non-U.S. exchanges while I was aU.S. resident. If none, write "zero" or "0." If other than zero, must be documented.
D. Sales of Alstom ordinary shares on non-U.S. exchanges by U.S. residents during thetime period between August 3, 1999 through November 4, 2003, inclusive. If none,write "zero" or "0." If other than zero, must be documented.
Trade Date Name of Number of Total Sales Price Country ofMonth Day Year Exchange Sold Ordinary Shares Residence at
On Sold Time of Sale1. 1. 1. 1. 1.
2. 2. 2. 2. 2.
3. 3. 3. 3. 3.
E. Number of Alstom ordinary shares purchased by U.S. residents on non-U.S.exchanges and held at the close of trading on August 6, 2003: . Number ofAlstom ordinary shares purchased by U.S. residents on non-U.S. exchanges and held
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Case 1:03-cv-06595-VM -GWG Document 383-3 Filed 05/09/11 Page 10 of 15
at the close of trading on November 4, 2003: If none, write "zero' or"0." If other than zero, must be documented.
If you require additional space, attach extra schedules in the same format as above. Sign and
print your name on each additional page.
YOUR SIGNATURE ON PAGE WILL CONSTITUTE YOUR
ACKNOWLEDGMENT OF THE RELEASE.
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Case 1:03-cv-06595-VM -GWG Document 383-3 Filed 05/09/11 Page 11 of 15
IV. SUBMISSION TO JURISDICTION OF COURT ANDACKNOWLEDGMENTS
I (We) submit this Proof of Claim and Release form under the terms of the Settlement
Agreement described in the Notice. I (We) also submit to the jurisdiction of the United States
District Court for the Southern District of New York with respect to my (our) claim as a Class
Member and for purposes of enforcing the release set forth herein. I (We) further acknowledge that I
am (we are) bound by and subject to the terms of any judgment that may be entered in the Litigation.
I (We) agree to furnish additional information to the Claims Administrator to support this claim
(including transactions in other Alstom securities, such as options) if requested to do so. I (We) have
not submitted any other claim covering the same purchases or sales of Alstom ADS or ordinary
shares during the Class Period and know of no other person having done so on my (our) behalf.
V. RELEASE
1. I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully,
finally, and forever settle, release, and discharge from the Released Claims each and all of the
Released Persons.
2. "Released Claims" means all rights, demands, claims, whether known or unknown
(including, but not limited to, "Unknown Claims"), and causes of action of every nature and
description, in law or equity, whether arising under federal, state, local, statutory or common law,
foreign law, or other law, rule or regulation, whether fixed or contingent, liquidated or un-liquidated,
matured or un-matured, accrued or unaccrued, that were asserted or could have been asserted in the
Securities Actions, the Consolidated Action or any other action or forum by Plaintiffs or Class
Members against the Released Persons including without limitation, all claims arising out of, or
relating to, directly or indirectly, in whole or in part, any of the claims, facts, circumstances, matters,
allegations, transactions, events, disclosures, statements, acts or omissions which were alleged or
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Case 1:03-cv-06595-VM -GWG Document 383-3 Filed 05/09/11 Page 12 of 15
that could have been alleged in the Securities Actions or the Consolidated Action, and that relate to
the purchase or acquisition of Alstom ADSs or Alstom ordinary shares during the Class Period by
Class Members. Released Claims, however, do not include claims to enforce the Settlement. With
respect to Class Members who purchased Alstom ordinary shares on non-United States exchanges,
Released Claims include only claims or causes of actions arising under United States (whether
federal, state, local, statutory, common or other) law. For Class Members who purchased Alstom
ordinary shares on non-United States exchanges, Released Claims do not include claims or causes of
actions arising under non-United States law.
3. "Released Persons" means the Defendants, the Insurers, Alcatel SA, Marconi PLC,
Credit Suisse First Boston (Europe) Ltd., Societe Generale, Merrill Lynch International, ABN
AMRO Rothschild, BNP Paribas SA, Credit Agricole Indosuez Lazard Capital Markets, Morgan
Stanley & Co. International Ltd., UBS A.G., Philippe Jaffre, Patrick Kron, James Milner, William
Purves, Klaus Esser, John Mayo, Lord George Simpson, Serge Tchuruk and Jean-Pierre Halbron,
and each and all of their respective present and former parents, subsidiaries, affiliates (as defined in
17 C.F.R. §210.1-02(b)), predecessors, successors, and assigns, and each and all of their present or
former general or limited partners and partnerships, joint venturers, directors, officers, principals,
employers, employees, shareholders, members, attorneys, insurers, reinsurers, accountants,
consultants, financial advisors, investment bankers, commercial bank lenders, agents,
representatives, associates, successors, spouses, personal representatives, executors, administrators,
successors, heirs and assignees of each of the foregoing.
4. "Unknown Claims" means any and all Released Claims which any Settlement Class
member (including Lead Plaintiff) does not know or suspect to exist in his, her or its favor at the
time of the release of the Released Persons which, if known by him, her or it, might have affected
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his, her or its decision to enter into this settlement with and release of the Released Persons, or might
have affected his, her or its decision not to object to this Settlement. With respect to any and all
Released Claims, the Parties stipulate and agree that, upon the Effective Date, the Lead Plaintiff
shall expressly waive, and each Settlement Class member shall be deemed to have expressly waived,
by operation of the Judgment, to the fullest extent permitted by law any and all provisions, rights,
and benefits of California Civil Code § 1542, which provides:
A general release does not extend to claims which the creditor does notknow or suspect to exist in his or her favor at the time of executing the release,which if known by him or her must have materially affected his or hersettlement with the debtor.
Lead Plaintiff shall expressly waive and each Class Member shall be deemed by operation of the
Judgment to have expressly waived, 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 international or foreign
law, which is similar, comparable, or equivalent to California Civil Code § 1542. It is understood
that the Lead Plaintiff and the Settlement Class members may hereafter discover facts in addition to
or different from those which he, she or it now knows or believes to be true with respect to the
subject matter of the Released Claims, but Lead Plaintiff shall expressly fully, finally and forever
settle and release, and each Settlement Class member, shall be deemed by operation of the Judgment
to have, fully, finally, and forever settled and released, upon the occurrence of the Effective Date,
any and all Released Claims, whether known or unknown, suspected or unsuspected, contingent or
non-contingent, and whether or not concealed or hidden, which now exist, or heretofore have
existed, upon any theory of law or equity now existing or may come into existence in the future,
including, but not limited to, conduct that is negligent, grossly 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. The Parties acknowledge, and the Settlement Class
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Case 1:03-cv-06595-VM -GWG Document 383-3 Filed 05/09/11 Page 14 of 15
members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing
waiver was separately bargained for and a key element of the Settlement of which this release is a
part.
This release shall be of no force or effect unless and until the Court approves the Settlement
Agreement and the Settlement becomes effective on the Effective Date.
5. I (We) hereby warrant and represent that I (we) have not assigned or transferred or
purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this
release or any other part or portion thereof.
6. I (We) hereby warrant and represent that I (we) have included information about all
of my (our) transactions in Alstom ADS or ordinary shares which occurred during the Class Period
as well as the number of Alstom ADS or ordinary shares held by me (us) at the close of trading on
August 2, 1999 and at the close of trading on August 6, 2003 and on November 4, 2003.
7. 1 (We) certify that I am (we are) not subject to backup withholding under the
provisions of Section 3406(a)(1)(C) of the Internal Revenue Code.
Note: If you have been notified by the Internal Revenue Service that you are subject to
backup withholding, please strike out the language that you are not subject to backup withholding in
the certification above.
I declare under penalty of perjury under the laws of the United States of America that the
foregoing information supplied by the undersigned is true and correct.
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Case 1:03-cv-06595-VM -GWG Document 383-3 Filed 05/09/11 Page 15 of 15
Executed this day of (Month/Year)
in (City) (State/Country)
(Sign your name here)
(Type or print your name here)
(Capacity of person(s) signing,e.g., Beneficial Purchaser,Executor or Administrator)
ACCURATE CLAIMS PROCESSING TAKES ASIGNIFICANT AMOUNT OF TIME.
THANK YOU FOR YOUR PATIENCE.
Reminder Checklist:
1. Please sign the above release and declaration.
2. Remember to attach all supporting documentation, if available.
3. Do not send original stock certificates.
4. Keep a copy of your claim form for your records.
5. If you desire an acknowledgment of receipt of your claim form, please send itCertified Mail, Return Receipt Requested.
6. If you move, please send us your new address.
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Case 1:03-cv-06595-VM -GWG Document 383-4 Filed 05/09/11 Page 1 of 5
EXHIBIT A-3
Case 1:03-cv-06595-VM -GWG Document 383-4 Filed 05/09/11 Page 2 of 5
UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK
xIn re ALSTOM SA SECURITIES Master File No. 03-CV-6595-VM(GWG)LITIGATION
CLASS ACTION
This Document Relates To:SUMMARY NOTICE OF PENDENCY AND
ALL ACTIONS. PROPOSED SETTLEMENT OF CLASSACTION
xEXHIBIT A-3
609293_2
Case 1:03-cv-06595-VM -GWG Document 383-4 Filed 05/09/11 Page 3 of 5
TO: ALL PERSONS AND ENTITIES WHO PURCHASED ALSTOM SA ("ALSTOM")AMERICAN DEPOSITORY SHARES ("ADS") ON THE NEW YORK STOCKEXCHANGE AND/OR U.S. RESIDENTS WHO PURCHASED ALSTOM ORDINARYSHARES ON ANY NON-U.S. EXCHANGE DURING THE TIME PERIOD BETWEENAUGUST 3, 1999 THROUGH AUGUST 6, 2003, INCLUSIVE
PLEASE READ THIS NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTEDBY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.
YOU ARE HEREBY NOTIFIED, pursuant to Rule 23 of the Federal Rules of Civil
Procedure and an Order of the United States District Court for the Southern District ofNew York: (i)
of the pendency of the above-captioned action (the "Consolidated Action") as a class action on
behalf of the persons and entities described above (the "Class"), except for certain persons and
entities who are excluded from the Class by definition; and (ii) that a settlement of the Consolidated
Action for $6,950,000 in cash (the "Settlement") has been proposed by the settling parties. A
hearing will be held on , 2011, at _•_ _.m., before the Honorable Victor Marrero,
at the Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, New York,
to determine: (i) whether the proposed Settlement should be approved by the Court as fair,
reasonable, and adequate; (ii) whether the Consolidated Action should be dismissed with prejudice
as to the Defendants and the Released Claims fully, finally, and forever released, relinquished, and
discharged as against the Defendants and the other Released Persons; (iii) whether the proposed Plan
of Allocation should be approved as fair and reasonable; and (iv) whether Co-Lead Counsel's
application for an award of expenses should be granted.
IF YOU ARE A MEMBER OF THE CLASS DESCRIBED ABOVE, YOUR RIGHTS
WILL BE AFFECTED BY THE PENDING ACTION AND THE SETTLEMENT, AND YOU
MAY BE ENTITLED TO SHARE IN THE NET SETTLEMENT FUND. If you have not yet
received the full printed Notice of Pendency and Proposed Settlement of Class Action (the "Notice")
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Case 1:03-cv-06595-VM -GWG Document 383-4 Filed 05/09/11 Page 4 of 5
and Proof of Claim and Release form (the "Claim Form"), you may obtain copies of these
documents by contacting the Claims Administrator:
Alstom Securities Litigationc/o Gilardi & Co. LLC
P.O. Box
1- - -
Copies of the Notice and Claim Form may also be downloaded from the website maintained
for the Settlement at www.gilardi.com .
If you are a member of the Class, in order to be eligible to share in the distribution of the Net
Settlement Fund, you must submit a Claim Form postmarked no later than , 2011.
If you are a member of the Class and do not submit a proper Claim Form, you will not share in the
distribution of the Net Settlement Fund but you will nevertheless be bound by any judgment entered
by the Court in the Consolidated Action. To exclude yourself from the Class, you must submit a
written request for exclusion such that it is postmarked no later than , 2011, in
accordance with the instructions set forth in the Notice. Any objections to the proposed Settlement,
the Plan of Allocation, and/or the application for an award of expenses must be filed with the Court
and delivered to counsel for the settling parties as set forth in the Notice such that they are received
no later than , 2011, in accordance with the instructions set forth in the Notice. If
you are a member of the Class and do not exclude yourself from the Class, you will be bound by any
judgment entered by the Court in the Consolidated Action.
PLEASE DO NOT CONTACT ALSTOM, THE COURT, OR THE CLERK'S OFFICE
REGARDING THIS NOTICE. Inquiries, other than requests for the Notice and Claim Form, may
be made to Co-Lead Counsel:
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Case 1:03-cv-06595-VM -GWG Document 383-4 Filed 05/09/11 Page 5 of 5
Ellen Gusikoff StewartROBBINS GELLER RUDMAN
& DOWD LLP655 West Broadway, Suite 1900San Diego, CA 92101
William C. FredericksJai K. ChandrasekharBERNSTEIN LITOWITZ BERGER
& GROSSMANN LLP1285 Avenue of the Americas, 38th FloorNew York, NY 10019
Jay W. EisenhoferGeoffrey C. JarvisChristine MackintoshGRANT & EISENHOFER P.A.1201 North Market Street, Suite 2100Wilmington, DE 19801
DATED: BY ORDER OF THE COURTUNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK
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Case 1:03-cv-06595-VM -GWG Document 383-5 Filed 05/09/11 Page 1 of 8
EXHIBIT B
i
f
I
Case 1:03-cv-06595-VM -GWG Document 383-5 Filed 05/09/11 Page 2 of 8
UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK
xIn re ALSTOM SA SECURITIES Master File No. 03-CV-6595-VM(GWG)LITIGATION
CLASS ACTION
This Document Relates To:[PROPOSED] FINAL JUDGMENT AND
ALL ACTIONS. ORDER OF DISMISSAL
x EXHIBIT B
609274_2
Case 1:03-cv-06595-VM -GWG Document 383-5 Filed 05/09/11 Page 3 of 8
This matter came before the Court for hearing on , 2011 pursuant to the Order
Preliminarily Approving Settlement and Providing for Notice dated , 2011 (the
"Preliminary Approval Order"), on the application of the Parties for approval of the proposed
settlement ("the Settlement") of the above-captioned consolidated class action litigation (the
"Consolidated Action") set forth in the Settlement Agreement dated April 8, 2011 (the "Settlement
Agreement"). Due and adequate notice having been given to the Class as required in the Preliminary
Approval Order, and the Court having considered all papers filed and proceedings had herein and
otherwise being fully informed in the premises and good cause appearing therefore, IT IS HEREBY
ORDERED, ADJUDGED, AND DECREED that:
1. This Judgment incorporates by reference the definitions in the Settlement Agreement,
and all terms used herein shall have the same meanings as set forth in the Settlement Agreement,
unless otherwise set forth herein.
2. This Court has jurisdiction over the subject matter of the Consolidated Action and
over all Parties to the Consolidated Action, including all Class Members.
3. Pursuant to Rule 23(a) and Rule 23(b)(3) of the Federal Rules of Civil Procedure, the
Court finally certifies, for settlement purposes only, the following Class:
All purchasers of Alstom American Depository Shares ("ADS") on the NewYork Stock Exchange during the Class Period, and U.S. residents who purchasedAlstom ordinary shares on non-United States exchanges during the Class Period.Excluded from the Class are Defendants, their officers and directors during the ClassPeriod, the members of their immediate families, and their respective representatives,heirs, successors or assigns, as well as any entity in which Defendants have or had acontrolling interest. Also excluded from the Class are those Persons and entities,identified in Exhibit A hereto, who timely and validly excluded themselvestherefrom.
4. The Court finds, solely for purposes of the Settlement, that the prerequisites for a
class action under Rules 23(a) and (b)(3) of the Federal Rules of Civil Procedure have been satisfied
in that: (a) the members of the Class are so numerous that joinder of all Class Members in the
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Case 1:03-cv-06595-VM -GWG Document 383-5 Filed 05/09/11 Page 4 of 8
Consolidated Action is impracticable; (b) there are questions of law and fact common to the Class
which predominate over any individual questions; (c) the claims of the Lead Plaintiff are typical of
the claims of the Class; (d) Lead Plaintiff and Co-Lead Counsel have fairly and adequately
represented and protected the interests of all of the Class Members; and (e) a class action is superior
to other available methods for the fair and efficient adjudication of the controversy, considering (i)
the interests of the members of the Class in individually controlling the prosecution of the separate
actions; (ii) the extent and nature of any litigation concerning the controversy already commenced by
members of the Class; (iii) the desirability or undesirability of continuing the litigation of these
claims in this particular forum; and (iv) the difficulties likely to be encountered in the management
of the class action.
5. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, and solely for purposes
of the Settlement, the Court further finally certifies Lead Plaintiff as Class Representative for the
Class and appoints Co-Lead Counsel as Class Counsel.
6. The Court hereby finds that notice of the pendency of this Consolidated Action as a
class action and of the proposed Settlement was given to all Class Members who could be identified
with reasonable effort. The notification provided for and given to the Class was in compliance with
the Preliminary Approval Order, and said notice notification met the requirements of Rule 23 of the
Federal Rules of Civil Procedure, Section 27(a)(7) of the Securities Act of 1933, 15 U.S.C. §77z-
1(a)(7), as amended by the Private Securities Litigation Reform Act of 1995 (the "PSLRA"), Section
211)(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C. §78u-4(a)(7), as amended by the
PSLRA, and due process, and constituted the best notice practicable under the circumstances.
7. Pursuant to and in compliance with Rule 23 of the Federal Rules of Civil Procedure,
the Court hereby finds that due and adequate notice of these proceedings was directed to the Class
Members, advising them of the Settlement, the Plan of Allocation, and Co-Lead Counsel's intent to
apply for an award of expenses, and of their right to object thereto, and a full and fair opportunity
was accorded to the Class Members to be heard with respect to the foregoing matters. Thus, it is
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Case 1:03-cv-06595-VM -GWG Document 383-5 Filed 05/09/11 Page 5 of 8
hereby determined that all Class Members who did not timely and properly elect to exclude
themselves by written communication postmarked or otherwise delivered on or before the date set
forth in the Notice and the Preliminary Approval Order, are bound by this Judgment.
8. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court hereby finds
that the Settlement is, in all respects, fair, reasonable, and adequate, and in the best interests of the
Class. The Court further finds that the Settlement set forth in the Settlement Agreement is the result
of arm's-length negotiations between experienced counsel representing the interests of the respective
Parties. Accordingly, the Settlement Agreement and Settlement are hereby finally approved in all
respects, and the Parties are hereby directed to consummate the Settlement in accordance with the
terms and provisions of the Settlement Agreement.
9. The Court hereby dismisses the Consolidated Action with prejudice as to the
Defendants, and without costs as to any Party, except as and to the extent provided in the Settlement
Agreement.
10. Upon the Effective Date, Lead Plaintiff and each of the other Settlement Class
members, on behalf of themselves and their predecessors, successors, agent, legal representatives,
heirs, executors, administrators, and assigns shall be deemed to have, and by operation of this
Judgment shall have, fully, finally, and forever released, relinquished, and discharged all Released
Claims against the Released Persons (whether or not such Settlement Class Member executes and
delivers the Proof of Claim and Release form).
11. Upon the Effective Date, Lead Plaintiff and each of the other Settlement Class
members, on behalf of themselves and their predecessors, successors, agents, legal representatives,
heirs, executors, administrators, and assigns, shall be permanently barred and enjoined from the
assertion, institution, maintenance, prosecution, or enforcement of any and all Released Claims
against the Defendants, or any other Released Persons, in any state, federal or foreign court or
arbitral forum.
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12. Upon the Effective Date, each of the Released Persons, on behalf of themselves and
their predecessors, successors, agents, legal representatives, heirs, executors, administrators, and
assigns, shall be deemed to have, and by operation of this Judgment shall have, fully, finally, and
forever released, relinquished, and discharged Lead Plaintiff, each and all of the Class Members, and
Plaintiffs' Counsel from all claims (including Unknown Claims) arising out of, relating to, or in
connection with, the institution, prosecution, assertion, settlement, or resolution of the Consolidated
Action or the Released Claims; provided, however, any claim arising out of the violation or breach
of the Settlement Agreement is excepted.
13. Upon the Effective Date, each of the Defendants and each of the other Released
Persons, on behalf of themselves and their predecessors, successors, agents, legal representatives,
heirs, executors, administrators, and assigns, shall be permanently barred and enjoined from the
assertion, institution, maintenance, prosecution, or enforcement of any and all Released Persons'
claims against Lead Plaintiff, each of the other Class Members and their respective attorneys, in any
state or federal court or arbitral forum, or in the court of any foreign jurisdiction.
14. Any plan of allocation submitted by Co-Lead Counsel or any order entered regarding
any expense application shall in no way disturb or affect this Judgment and shall be considered
separate from this Judgment.
15. Neither this Judgment, the Settlement Agreement nor the Settlement contained
therein, nor any act performed or document executed pursuant to or in furtherance of the Settlement
Agreement or the Settlement: (a) is or may be deemed to be or may be used as an admission of, or
evidence of, the validity of any Released Claim, or of any wrongdoing or liability of the Released
Persons; (b) is or may be deemed to be or may be used as an admission of, or evidence of, any fault
or omission of any of the Released Persons; or (c) is or may be deemed to be, or may be used as an
admission or evidence that any claims asserted by Lead Plaintiff were not valid, that the
consideration to be given hereunder represents the amount which could be or would have been
recovered after trial, or that the damages recoverable under the Complaint would not have been
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Case 1:03-cv-06595-VM -GWG Document 383-5 Filed 05/09/11 Page 7 of 8
greater than the Settlement Amount, in any civil, criminal, or administrative proceeding in any court,
administrative agency, or other tribunal. The Released Persons may file the Settlement Agreement
and/or this Judgment in any other action that may be brought against them in order to support a
defense, or counterclaim based on principles of res judicata, collateral estoppel, release, good faith
settlement, judgment bar or reduction, or any theory of claim preclusion or issue preclusion or
similar defense or counterclaim.
16. Without affecting the finality of this Judgment in any way, this Court hereby retains
continuing exclusive jurisdiction over: (a) implementation of this Settlement; (b) approval of a plan
of allocation; (c) the allowance, disallowance or adjustment of any Class Member's claim on
equitable grounds and any awards or distribution of the Settlement Fund; (d) disposition of the
Settlement Fund; (e) hearing and determining applications for expenses in the Consolidated Action;
all Parties for the purpose of construing, enforcing, and administering the Settlement Agreement and
this Judgment; and (f) other matters related or ancillary to the foregoing.
17. The Court finds that during the course of the Consolidated Action, the Parties and
their respective counsel at all times complied with the requirements of Federal Rule of Civil
Procedure 11.
18. In the event that the Settlement Agreement is not approved by the Court or the
Settlement Agreement does not become effective in accordance with its terms, except as otherwise
provided therein, the terms and provisions of the Settlement Agreement shall have no further force
and effect with respect to the Parties and shall not be used in this Consolidated Action or in any other
proceeding for any purpose, and any order entered by the Court in accordance with the terms of the
Settlement Agreement, including this Judgment, shall be treated as vacated nunc pro tunc, and the
Parties shall be restored to their respective positions in the Consolidated Action as of immediately
prior to January 26, 2011.
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Case 1:03-cv-06595-VM -GWG Document 383-5 Filed 05/09/11 Page 8 of 8
19. Without further order of the Court, the Parties may agree to reasonable extensions of
time to carry out any of the provisions of the Settlement Agreement.
IT IS SO ORDERED.
DATED: THE HONORABLE VICTOR MARREROUNITED STATES DISTRICT JUDGE
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