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|1.||Why did I get this Notice?|
The District Court directed that the Notice be mailed to you because you or someone in your family or an investment account for which you serve as a custodian may have purchased or otherwise acquired the Petrobras Securities during the Class Period. The District Court has directed us to send you the Notice because, as a potential Settlement Class Member, you have a right to know about your options before the District Court rules on the proposed Settlement as to the Settling Defendants.
|2.||What is this case about?|
The complaint alleges violations of Sections 10 (b) and 20 (a) of the Exchange Act and Sections 11, 12(a)(2), and 15 of the Securities Act. The complaint alleged that defendants made materially false and misleading statements throughout the Class Period about, among other things, the value of Petrobras's assets, the amounts of Petrobras's periodic expenses and net income, whether Petrobras suffered from material weakness in its disclosure controls and procedures and internal controls over financial reporting, and Petrobras's statement that it operates with integrity.
|3.||How can I update my address?|
All requests to update your information must be received in writing. Please send a letter including your full name, current and former mailing address with the specific request to update your mailing address to:
In re Petrobras Securities Litigation c/o GCG PO Box 10280 Dublin, OH 43017-5780
You may also update your address online at www.petrobrassecuritieslitigation.com, by clicking "Update Your Address."
|4.||Why did I receive more than one notice?|
You may have received multiple Notices for different reasons:
Your name and account title may have been provided to us from more than one broker, nominee or other financial institution. So, if your eligible securities are all held in one account then you may disregard the duplicative notices.
If your eligible securities are held in multiple types of accounts like an IRA, individual investor, trust account or joint account, then a notice may correspond to each of those accounts.
|5.||What is a Covered Transaction?|
For purposes of the Settlements, "Covered Transaction" means any transaction that satisfies any of the following criteria:
(i) any transaction in a Petrobras Security listed for trading on the New York Stock Exchange ("NYSE");
(ii) any transaction in a Petrobras Security that cleared or settled through the Depository Trust Company's book-entry system; or
(iii) any transaction in a Petrobras Security to which the United States securities laws apply, including as applicable pursuant to the Supreme Court's decision in Morrison v. National Australia Bank, 561 U.S. 247 (2010).
Excluded from the definition of Covered Transaction are purchases of any Petrobras Security on the BOVESPA.
|6.||How do I participate in the Settlement?|
To be eligible for a payment from the proceeds of the Settlement, you must be a member of the Settlement Class and you must timely complete and return the Proof of Claim with adequate supporting documentation.
|7.||How do I object to the Settlement?|
You can object to the Settlement in writing, if you do not like any part of it. To object, you must state that you object in In re Petrobras Securities Litigation, Case No. 14-cv-09662 (JSR) and include the following:
(a) your full name, address, and phone number;
(b) a list and documentation of all of your transactions involving the Petrobras Securities included in the Settlement Class definition, including brokerage confirmation receipts or other competent documentary evidence of such transactions, including the amount and date of each purchase or sale and the prices paid and/or you received;
(c) a written statement of all grounds for your objection accompanied by any legal support for the objection;
(d) copies of any papers, briefs or other documents upon which your objection is based;
(e) a list of all persons who will be called to testify in support of your objection;
(f) a statement of whether you intend to appear at the Settlement Hearing;
(g) a list of other cases in which you or your counsel have appeared either as settlement objectors or as counsel for objectors in the preceding five years; and
(h) your signature, even if represented by counsel.
Your objection must be received no later than May 11, 2018 by:
Clerk's Office United States District Court for the Southern District of New York 500 Pearl St New York, NY 10007
Class Counsel Pomerantz LLP Jeremy A. Lieberman, Esq. 600 Third Ave. 20th Floor New York, NY 10016
Petrobras Defendants' Counsel Cleary Gottlieb Steen & Hamilton LLP Lewis J. Liman, Esq. Roger A. Cooper, Esq. One Liberty Plaza New York, NY 10006
Underwriter Defendants' Counsel Skadden, Arps, Slate, Meagher & Flom LLP Jay B Kasner, Esq. Four Times Square New York, NY 10036
PwC Brazil's Counsel King and Spalding LLP Michael R. Pauzé, Esq. 1700 Pennsylvania Ave. NW Washington, DC 20006
King and Spalding LLP James J. Capra, Jr., Esq. 1185 Avenue of the Americas New York, NY 10036
|8.||How do I exclude myself from the Settlement?|
To exclude yourself from the Settlement, you must mail your Request for Exclusion form to:
In re Petrobras Securities Litigation Attn: PETROBRAS EXCLUSIONS c/o GCG P.O. Box 10280 Dublin, OH 43017-5780
Your request must:
Your request for Exclusion must be received no later than April 27, 2018 to be deemed as a valid request, unless the District Court determines otherwise.
Any Person requesting exclusion is also directed to provide the following information:
(i) identity (including face value for debt securities) and quantity of the Petrobras Securities purchased and sold during the Class Period,
(ii) prices or other consideration paid or received for securities, and
(iii) the date of each purchase or sale transaction.
PLEASE NOTE: IF YOU REQUESTED EXCLUSION IN RESPONSE TO THE PREVIOUSLY MAILED NOTICE OF PENDENCY OF CLASS ACTION DATED MAY 9, 2016, YOU ARE INCLUDED IN THIS SETTLEMENT, AND YOU MUST REQUEST EXCLUSION AGAIN PURSUANT TO THIS NOTICE IF YOU DO NOT WANT TO BE INCLUDED IN THE SETTLEMENT CLASS.
|9.||What happens if I do nothing?|
If you do nothing, you will be included in the Settlement Class, but without submitting a valid and timely Proof of Claim Form, you will not be eligible to receive payment and will be bound by the terms of the Settlement. You are advised to review the Stipulation of Settlement which contains all the terms of the Settlement.
|10.||What is the difference between opting out and objecting?|
You object to the Settlement when you wish to remain a Class Member, but object to the Settlement or some aspect of the Settlement. An objection allows your views to be heard in Court however an objection still allows you to participate in the Settlement, if it is approved.
In contrast, excluding yourself from the proposed Settlement means that you are no longer part of the proposed Settlement and don't want the Settlement to apply to you even if the Court finally approves it. Once excluded from the proposed Settlement, you lose any right to receive a cash payment from the Settlement or to object to any aspect of the Settlement because the case no longer affects you.
|11.||If I exclude myself, can I get anything from this Settlement?|
If you submit a timely and valid request for exclusion, you will not be bound by the Settlement, and you will not be eligible to receive any payment out of the Net Settlement Fund. You should note that pursuant to the recent U.S. Supreme Court decision in California Public Employees Retirement System v. ANZ Securities, Inc., 137 S. Ct. 811 (2017), if you exclude yourself from the Settlement Class, certain claims you may have against Defendants relating to your purchases of Petrobras securities, including debt securities issued by PifCo and/or PGF, during the Class Period may be time-barred and you may be unable to recover on those claims.
Before you decide to request exclusion from the Settlement Class, you are urged to consult your counsel, at your own expense, to fully evaluate your rights and the consequences of excluding yourself from the Settlement Class.
|12.||I already requested exclusion following the 2016 Notice of Pendency. Do I have to file an exclusion again?|
Yes. If you requested exclusion in response to the previously mailed Notice of Pendency of Class Action dated May 9, 2016, you are included in this Settlement, and you must request exclusion again pursuant to this Notice if you do not want to be included in the Settlement Class.
|13.||How can I obtain a Request for Exclusion Form?|
|14.||How much will my payment be?|
At this time, it is not possible to make any determination as to how much any individual Class Member may receive from the Settlement. Calculations of recognized loss amounts will be conducted according to the Court approved Plan of Allocation.
|15.||What is the estimated amount of recovery per share?|
Based on the information currently available to Lead Plaintiffs and the analysis performed by their damages consultants, it is estimated that if Settlement Class Members submit claims for 100% of the shares eligible for distribution under the Plan of Allocation the estimated average distribution per share, before the deduction of District Court-approved fees and expenses will be approximately:
The estimated average distribution per share, after the deduction of District Court-approved fees and expenses, will be approximately:
A Settlement Class Member's actual recovery will be a proportion of the Net Settlement Fund determined by that claimant's Recognized Claim (as defined in the Plan of Allocation) as compared to the total Recognized Claims of all Settlement Class Members who submit valid Proofs of Claim.
|16.||What tax implications will I have if I receive a payment?|
The tax implications and reporting of the payments made to authorized claimants vary between individuals and account types, and we are not able to assist or advise, as this would constitute giving legal advice. Please consult a tax professional for questions about tax implications and reporting.
|17.||How can I get a payment?|
To be eligible to receive a payment, you must timely complete and return the Proof of Claim that accompanies the Notice along with adequate supporting documentation. Read the instructions carefully; fill out the Proof of Claim; sign it; and submit it online at www.petrobrassecuritieslitigation.com no later than June 9, 2018 or mail it postmarked no later than June 9, 2018 to the following address:
In re Petrobras Securities Litigation c/o GCG PO Box 10280 Dublin, OH 43017-5780
|18.||When would I get a payment?|
At this time it is not yet possible to provide an estimate as to when any payments would be received.
Settlement payments cannot be distributed until after the Court approves the Settlement. Please know however that there may still be appeals if the Settlement is approved and it is always uncertain if and when those appeals would be resolved and resolving them can take time, perhaps more than a year.
Please note that even if no appeals are filed it will take time for the Settlement Administrator to process all of the Claim Forms received and determine the ultimate distribution amounts.
|19.||When and where will the Court decide whether or not to approve the Settlement?|
The Settlement Hearing will be held on June 4, 2018 at 2:00 PM before the Honorable Jed S. Rakoff at the
United States District Court for the Southern District of New York Daniel P. Moynihan United States Courthouse Courtroom 14B 500 Pearl Street New York, NY 10007
The District Court may approve the Settlement, Class Counsel's application for attorneys' fees and reimbursement of expenses, Class Representatives' request for a compensatory award and/or any other matter related to the Settlement at or after the Settlement Hearing without further notice to the members of the Settlement Class.
|20.||Who is Class Counsel?|
|21.||How will Class Counsel be paid?|
You will not be personally responsible for Class Counsel's attorneys' fees or costs. The District Court will determine the amount of any award of attorneys' fees or reimbursement of expenses. Such sums as may be approved by the District Court will be paid from the Settlement Fund. Settlement Class Members are not personally liable for any such fees or expenses.
|22.||Do I have to come to the hearing?|
No, you do not have to attend the Settlement Hearing. The District Court will consider any submission made even if a Settlement Class Member does not attend the hearing.
|23.||Can I speak at the hearing?|
If you wish to be heard orally at the hearing and if you submit a valid and timely written objection you must also file a notice of appearance with the Clerk's Office and serve it on Class Counsel, Petrobras Defendants' Counsel, Underwriter Defendants' Counsel, and PwC Brazil's Counsel at the addresses set forth in the Notice so that it is received on or before May 11, 2018.
|24.||How do I know if I am eligible?|
The District Court defined the Settlement Class as anyone who:
(i) during the time Period between January 22, 2010 and July 28, 2015, inclusive purchased or otherwise acquired Petrobras Securities, including debt securities issued by PifCo and/or PGF, on the New York Stock Exchange or pursuant to other Covered Transactions; and/or
(ii) purchased or otherwise acquired debt securities issued by Petrobras, PifCo, and/or PGF, in Covered Transactions, directly in, pursuant and/or traceable to a May 13, 2013 public offering registered in the United States and/or a March 10, 2014 public offering registered in the United States before Petrobras made generally available to its security holders an earnings statement covering a period of at least twelve months beginning after the effective date of the offerings (August 11, 2014 in the case of the May 13, 2013 public offering and May 15, 2015 in the case of the March 10, 2014 public offering).
|25.||Who is excluded from the class?|
Excluded from both the Exchange Act Class and the Securities Act Class are:
|26.||What are the eligible securities?|
|27.||What is the class period?|
The class period is from January 22, 2010 through July 28, 2015, inclusive.
|28.||I had securities that were transferred from one account to another or that were gifted to me, what documentation do I need to provide?|
You will need three pieces of documentation for each gifted or otherwise transferred share transaction within the Class Period:
The broker's statement or trade confirmation slip showing securities that were purchased, including purchase details requested on the Proof of claim form;
The broker's statement showing those securities being transferred from this account; and
The broker's statement showing those shares being transferred into the new account.
|29.||I received a Notice on behalf of a deceased individual. Can I file a claim?|
If you received a notice on behalf of a deceased class member and wish to receive a settlement benefit on their behalf, please provide documentation supporting the class member's deceased status as well as beneficiary or estate documentation to identify the beneficiaries of the deceased claimant.
|30.||When is the Claim Form Deadline?|
In order to submit a timely Proof of Claim Form, it must be postmarked no later than June 9, 2018. If you file a claim online, it must be submitted no later than June 9, 2018.
|31.||What are acceptable forms of supporting documentation?|
Acceptable supporting documentation includes trade confirmations, official monthly, quarterly or year-end broker statements or other account statements to verify purchases, sales or beginning or ending holdings. Include documentation to support each transaction. Stock certificates may be used to support the amount of shares held at the beginning or end of the class period, but they are not evidence for when and how much the shares were purchased.
If you no longer have the supporting documentation you should consult with your broker or financial advisor, who may be able to obtain the documents for you. In the case that you cannot locate your supporting documentation, you can ask your broker to write a letter on letterhead detailing purchases, sales and beginning and ending holdings.
We recommend that you file your claim to the best of your ability, as accurately as possible. Ultimately, however, you may be required to provide independent supporting documentation to verify your claim.
|32.||What should be entered into the Account Number field on the Proof of Claim Form?|
You should enter the account number from your broker statements and/or confirmation slips in which you made transactions in Petrobras Securities.
|33.||Can a claim be filed if the Claimant does not have an SSN/TIN?|
A claim can still be filed if a claimant does not have an SSN/TIN. If no SSN/TIN is available, this field may be omitted.
|34.||Can I file a claim even if I do not have a claim number and a control number?|
You do not need a claim number or a control number to file a claim. If you are trying to file online, you can fill out a claim online by visiting our website, www.petrobrassecuritieslitigation.com and clicking on “File a Claim.” If you do not have a claim and control number, you can check the box titled “I do not have a Claim Number.” You will be directed to the claim filing screen where you can submit your claim. After you submit your claim, you will be given a Claim and Control number.
|35.||Can the same claim and control number be used by multiple claimants that had covered transactions during the claim period?|
No. Claimants are given one claim and control number per claim.