Case 1:06-md-01775-BMC-VVP Document 2466 Filed 06/01/16 Page 1 of 31 PageID #: 111715 UNITED STATES DISTRICT COURT EASTERN DISTRICT OF NEW YORK IN RE AIR CARGO SHIPPING SERVICES ANTITRUST LITIGATION Master File 06-MD-1775 (BMC) (VVP) THIS DOCUMENT RELATES TO: All Actions MDL No. 1775 [PROPOSED] ORDER AUTHORIZING DISSEMINATION OF CLASS NOTICE AND CLAIM FORM AND SCHEDULING A HEARING FOR FINAL APPROVAL OF PROPOSED SETTLEMENTS, FOR APPROVAL OF ATTORNEYS FEES AND REIMBURSEMENT OF EXPENSES, AND FOR APPROVAL OF A PLAN OF ALLOCATION THIS CAUSE came before the Court on Plaintiffs Motion to Authorize Dissemination of Class Notice and to Schedule a Fairness Hearing for Final Approval of Proposed Settlements, filed May 27, 2016. On January 12, 2016, this Court entered an order granting preliminary approval to plaintiffs settlement with Polar Air Cargo LLC, Polar Air Cargo Worldwide, Inc., and Atlas Air Worldwide Holdings, Inc. ( the Polar Settlement ) [Order, ECF No. 2402]. On February 19, 2016, this Court entered an order granting preliminary approval to plaintiffs settlement with Air China Limited and Air China Cargo Company Limited ( Air China ) [Order, ECF No. 2418]. On May 25, 2016, this Court granted preliminary approval to plaintiffs settlement with Air New Zealand Limited ( Air New Zealand ) [Order, ECF No. 2463]. Also on May 25, 2016, this Court granted preliminary approval to plaintiffs settlement with Air India Limited ( Air India ) [Order, ECF No. 2464]. hereby: The Court, having reviewed the Motion and its accompanying memorandum, and the file,
Case 1:06-md-01775-BMC-VVP Document 2466 Filed 06/01/16 Page 2 of 31 PageID #: 111716 ORDERS: Notice to Potential Class Members 1. Within fifteen (15) days after the date of the entry of this Order, Class Counsel shall cause copies of a Notice of Proposed Class Action Settlements, substantially in the form attached as Exhibit 1, to begin to be mailed by first class mail, postage prepaid, to each potential class member in their mailing list ( the Notice Date ). For class members who have not already submitted a valid claim, the mailing shall also include a claim form and Supplemental Claim Form substantially in the form attached hereto as Exhibit 2. Class members who have already submitted a valid claim form shall receive a letter and Supplemental Claim Form for purchases from September 12, 2006 to September 30, 2006, in the form of Exhibit 3. The Notice shall inform class members that the deadline to submit claim forms and Supplemental Claim Forms shall be [at least 110 days after the entry of this order]. 2. As soon as practicable after the Notice Date, Class Counsel shall cause to be published a Publication Notice, substantially in the form attached as Exhibit 4. The Publication Notice shall be published one time in each of the following publications: Air Cargo Week; Cargo News Asia; International Transport Journal; American Shipper; Airport Press; American Journal of Transportation; Inbound Logistics; Logistics Management; Air Transport World; Air Cargo World; The Wall Street Journal (national and international edition). If, in the good-faith judgment of Class Counsel, timely publication in one or more of the listed publications is deemed impracticable after the issuance of this Order, appropriate changes may be made in consultation with the court-approved notice provider and claims administrator, Garden City Group. 2
Case 1:06-md-01775-BMC-VVP Document 2466 Filed 06/01/16 Page 3 of 31 PageID #: 111717 3. On or before the Notice Date, Settlement Class Counsel shall cause the Notice to be published on the following website: www.aircargosettlement5.com. 4. Prior to the Fairness Hearing (as described below), Class Counsel shall serve and file a sworn statement attesting to compliance with the provisions of paragraphs 1 through 3 of this Order. The Fairness Hearing 5. A Fairness Hearing is hereby scheduled to be held on at [at least 120 days after the entry of this order] before the undersigned in Courtroom 8D South at 225 Cadman Plaza East, Brooklyn, New York, to consider the fairness, reasonableness and adequacy of the Polar Settlement, the Air China Settlement, the Air New Zealand Settlement, and the Air India Settlement and for approval of attorneys fees and reimbursement of expenses, and for approval of plan of allocation. 6. All papers in support of final approval of the Polar Settlement, the Air China Settlement, the Air New Zealand Settlement, and the Air India Settlement shall be filed fortyfive (45) days before the Fairness Hearing. 7. All papers in support of the request for attorneys fees, and the Plan of Allocation, shall be filed forth-five (45) days before the Fairness Hearing. 8. Any member of the class that did not request to be excluded from the Litigation Class prior to January 22, 2016 may object to the fairness, reasonableness, and adequacy of the Polar Settlement, the Air China Settlement, the Air New Zealand Settlement, or the Air India Settlement. Any class member that did not request to be excluded from the Litigation Class prior to January 22, 2016 and the settlements with Nippon Cargo Airlines Co., Ltd. ( Nippon Cargo ), EVA Airways Corporation ( EVA ), and Asiana Airlines, Inc. ( Asiana ) may object to the 3
Case 1:06-md-01775-BMC-VVP Document 2466 Filed 06/01/16 Page 4 of 31 PageID #: 111718 request for attorneys fees or expenses, or the Plan of Allocation. Any such person who wishes to object must, twenty (20) days or more before the Fairness Hearing: (a) file with the Clerk of the Court a signed statement that indicates such person s objection, and its basis, with regard to any settlement with respect to which that person wishes to object and includes proof of membership in the class; and (b) serve copies of such statement, as well as any other papers or briefs that such person files with the Court, either in person or by mail, upon Class Counsel and counsel for the relevant settling defendant or defendants. 9. In addition, any member of the class that did not request to be excluded from the Litigation Class prior to January 22, 2016 may appear at the Fairness Hearing and be heard as to the fairness, reasonableness, and adequacy of the Polar Settlement, the Air China Settlement, the Air New Zealand Settlement, or the Air India Settlement. Any class member that did not request to be excluded from the Litigation Class and the settlements with Nippon Cargo, Eva, and Asiana, may appear at the Fairness Hearing and be heard as to the request for attorneys fees or expenses, or the Plan of Allocation. Any such person who wishes to be heard is encouraged, twenty (20) days or more before the Fairness Hearing, to: (a) file with the Clerk of the Court a signed statement that indicates such person s position, and its basis, with regard to any settlement with respect to which that person wishes to be heard, and includes proof of membership in the class; and (b) serve copies of such statement, as well as any other papers or briefs that such person files with the Court, either in person or by mail, upon Class Counsel and counsel for the relevant settling defendant. 10. The date of the Fairness Hearing shall be set forth in the Notice and Publication Notice, but shall be subject to adjournment by the Court without further notice to the members of 4
Case 1:06-md-01775-BMC-VVP Document 2466 Filed 06/01/16 Page 5 of 31 PageID #: 111719 the Settlement Class other than that which may be posted at the Court and on the settlement website. 11. If any provision of this Order conflicts with a provision of any of the Preliminary Approval Orders, the provisions of this Order shall govern. So ordered. Dated:, 2016 Brooklyn, New York Conformed copies furnished to: Counsel of Record Brian M. Cogan, U.S.D.J. 5
Case 1:06-md-01775-BMC-VVP Document 2466 Filed 06/01/16 Page 6 of 31 PageID #: 111720 EXHIBIT 1
Case 1:06-md-01775-BMC-VVP Document 2466 Filed 06/01/16 Page 7 of 31 PageID #: 111721 If You Directly Purchased Airfreight Shipping Services Between January 1, 2000 and September 30, 2006, You Could be Affected by a Class Action Lawsuit A Federal Court authorized this notice. This is not a solicitation from a lawyer. There are four additional proposed settlements totaling $197.5 million in a class action lawsuit about Airfreight Shipping Services. These proposed settlements are in addition to over $1 billion in settlements with other Defendants described in earlier notices. The lawsuit is called In re Air Cargo Shipping Services Antitrust Litigation and is pending in the United States District Court for the Eastern District of New York. Under the Polar Settlement, Polar Air Cargo LLC, Polar Air Cargo Worldwide, Inc., and Atlas Air Worldwide Holdings, Inc. ( the Polar Defendants ) have agreed to pay $100 million in installments, of which $35 million has already been paid. Under the Air China Settlement, Air China Limited and Air China Cargo Company Limited ( Air China ) have paid $50 million. Under the Air New Zealand Settlement, Air New Zealand Limited ( Air New Zealand ) has paid $35 million. Under the Air India Settlement, Air India Limited ( Air India ) has agreed to pay $12.5 million in installments in 2016. These Settling Defendants have denied liability but have settled to avoid the cost and risk of a trial. You may be affected by these proposed settlements if you purchased Airfreight Shipping Services directly from one or more Defendants listed below for shipments to or from the United States from January 1, 2000 to September 30, 2006. YOU MAY: SUBMIT A CLAIM GO TO A HEARING OBJECT DO NOTHING YOUR LEGAL RIGHTS AND OPTIONS: Unless you have already submitted a claim in connection with the Second, Third, or Fourth Settlements (see Questions 4 and 11 below), this is the only way to get a payment. Ask to speak to the Court about the fairness of the proposed settlements, the plan of allocation, or the request for attorneys fees and expenses. Write to the Court about why you don t like the proposed settlements, the plan of allocation, or the request for attorneys fees and expenses. If you have not submitted a claim form for the Second, Third, or Fourth Settlements, you will get no payment and give up your rights. If you have already submitted a claim form for the Second, Third, or Fourth Settlements, you will automatically be included as a claimant eligible to receive a payment if the proposed settlements are approved, unless you excluded yourself from the Litigation Class before January 22, 2016. DUE DATE: Postmarked by, unless previously submitted, 2016, 2016 These rights and options and the deadlines to exercise them are explained in this notice. Your legal rights are affected whether you act or don t act. Read this notice carefully. QUESTIONS? CALL TOLL-FREE 1-888-291-9655 OR VISIT WWW.AIRCARGOSETTLEMENT5.COM 1
Case 1:06-md-01775-BMC-VVP Document 2466 Filed 06/01/16 Page 8 of 31 PageID #: 111722 TABLE OF CONTENTS Page BASIC INFORMATION... 3 1. Why did I get this notice package?... 3 2. What is this lawsuit about?... 3 3. Who are the Defendants?... 3 4. Has the Court approved other Settlements in this case?... 3 5. Why is this a class action?... 4 6. Why are there proposed settlements?... 4 WHO IS INCLUDED IN THE PROPOSED SETTLEMENTS?... 4 7. Who is included in the proposed settlements?... 4 8. How do I know if I previously excluded myself from the Litigation Class?... 5 9. I'm still not sure if I am included.... 5 THE PROPOSED SETTLEMENT BENEFITS... 5 10. What do the proposed settlements provide?... 5 11. How do I get a payment?... 5 12. How much will my payment be?... 5 OBJECTING TO THE PROPOSED SETTLEMENTS, THE PLAN OF ALLOCATION, OR THE REQUEST FOR ATTORNEYS' FEES AND EXPENSES... 6 13. How do I tell the Court that I don't like the proposed settlements, the plan of allocation, or the request for attorneys' fees and expenses?... 6 THE LAWYERS REPRESENTING YOU... 7 14. Do I have a lawyer in this case?... 7 15. How will the lawyers be paid?... 8 THE COURT'S FAIRNESS HEARING... 8 16. When and where will the Court decide whether to approve the proposed settlements?... 8 17. Do I have to come to the hearing?... 8 18. May I speak at the hearing?... 8 IF YOU DO NOTHING... 9 19. What happens if I do nothing at all?... 9 GETTING MORE INFORMATION... 9 20. Are there more details about the proposed settlements, the plan of allocation, or the request for attorneys' fees and expenses?... 9 21. How do I get more information?... 9 22. Can I update my address?... 10 QUESTIONS? CALL TOLL-FREE 1-855-382-6460 OR VISIT WWW.AIRCARGOSETTLEMENT5.COM 2
Case 1:06-md-01775-BMC-VVP Document 2466 Filed 06/01/16 Page 9 of 31 PageID #: 111723 BASIC INFORMATION 1. Why did I get this notice package? You or your company may have purchased Airfreight Shipping Services (paid, private air transport of freight or other cargo by an airline acting as a provider of such service) directly from one or more Defendants for shipments to or from the United States from January 1, 2000 to September 30, 2006. This notice explains that, as a possible class member, you have a right to know about proposed settlements in this class action lawsuit, and about all of your options, before the Court decides whether to approve the proposed settlements. This notice explains the lawsuit, the proposed settlements, and your legal rights. The Court in charge of the case is the United States District Court for the Eastern District of New York, and the case is known as In re Air Cargo Shipping Services Antitrust Litigation, Master File 06-MD-1775 (BMC) (VVP). The people who sued are called the Plaintiffs, and the companies they sued are called the Defendants. The Defendants that have agreed to these proposed settlements are called the Settling Defendants. 2. What is this lawsuit about? The lawsuit claims that the Defendants and certain of their employees conspired to fix, raise, maintain, or stabilize prices of Airfreight Shipping Services by, among other things, coordinating surcharges (such as fuel and security surcharges) and by agreeing to eliminate or prevent discounting of surcharges. The lawsuit claims that, as a result, purchasers paid more for Airfreight Shipping Services than they otherwise would have paid. Defendants have denied these claims and have asserted various defenses to the claims. 3. Who are the Defendants? The Settling Defendants are Air China Ltd., Air China Cargo Company Ltd., Air India, Air New Zealand Ltd., Polar Air Cargo LLC, Polar Air Cargo Worldwide, Inc., and Atlas Air Worldwide Holdings, Inc. The other Defendants are: Aerolinhas Brasileiras, S.A. AC Cargo LP Air Canada Air Mauritius Ltd. Alitalia Linee Aeree Italiane S.p.A. All Nippon Airways Co., Ltd. American Airlines, Inc. AMR Corporation Asiana Airlines, Inc. British Airways PLC Cargolux Airlines International, S.A. Cathay Pacific Airways Ltd. China Airlines, Ltd. DAS Air Ltd. (DAS Air Cargo) Deutsche Lufthansa AG El Al Airlines Ltd. Emirates Ethiopian Airlines Corp. Eva Airways Corporation Japan Airlines International Co., Ltd. Kenya Airways Limited Koninklijke Luchtvaart Maatschappij N.V. Korean Air Lines Co., Ltd. Lan Airlines, S.A. Lan Cargo, S.A. Lufthansa Cargo AG Malaysia Airlines Martinair Holland N.V. Nippon Cargo Airlines Co., Ltd. Qantas Airways Limited SAS Cargo Group A/S Saudi Arabian Airlines, Ltd. Scandinavian Airlines System Singapore Airlines Limited Singapore Airlines Cargo Pte, Ltd. Société Air France South African Airways Swiss International Air Lines, Ltd. Thai Airways International Public Company Limited Viação Aérea Rio-Grandense, S.A. (Varig) 4. Has the Court approved other settlements in this case? Yes. The Court has granted final approval to the following settlements. The Lufthansa Settlement was an $85 million settlement with Deutsche Lufthansa AG, Lufthansa Cargo AG, and Swiss International Air Lines, Ltd. ( Lufthansa ). The Second Settlements included: an $87 million settlement with Société Air France ( Air France ), Koninklijke Luchtvaart Maatschappij N.V. ( KLM ), and Martinair Holland N.V. ( Martinair ) (collectively Air France/KLM ); a $12 million settlement with Japan Airlines International Co., Ltd. ( JAL ); a $5 million settlement with American Airlines, Inc. and QUESTIONS? CALL TOLL-FREE 1-855-382-6460 OR VISIT WWW.AIRCARGOSETTLEMENT5.COM 3
Case 1:06-md-01775-BMC-VVP Document 2466 Filed 06/01/16 Page 10 of 31 PageID #: 111724 AMR Corporation ( AA ); a $13.9 million settlement with Scandinavian Airlines System and SAS Cargo Group A/S ( SAS ); a $10.4 million settlement with All Nippon Airways Co., Ltd. ( ANA ); a $35.1 million settlement with Cargolux Airlines International S.A. ( Cargolux ); a $3.5 million settlement with Thai Airways International Public Company Limited ( Thai ); and a $26.5 million settlement with Qantas Airways Limited ( Qantas ). The Third Settlements included: an $89.512 million settlement with British Airways Plc ( British Airways ); a $66 million settlement with Lan Airlines, S.A., Lan Cargo, S.A., and Aerolinhas Brasileiras, S.A. ( Lan/ABSA ); a $3.2 million settlement with Malaysia Airlines ( Malaysia ); a $3.29 million settlement with South African Airways Ltd. ( South African ); a $14 million settlement with Saudi Arabian Airlines, Ltd. ( Saudia ); a $7.833 million settlement with Emirates; a $15.8 million settlement with El Al Israel Airlines Ltd. ( El Al ); a $7.5 million settlement with Air Canada and AC Cargo LP ( Air Canada ), and a settlement with Air New Zealand employee Salvatore Sanfilippo ( Sanfilippo ). The Fourth Settlements included: a $92 million settlement with Singapore Airlines Limited and Singapore Airlines Cargo Pte. Ltd. ( Singapore ) (less the portion attributable to class members who settled with Singapore Air before the class settlement was reached); a $65 million settlement with Cathay Pacific Airways Ltd. ( Cathay Pacific ); a $115 million settlement with Korean Air Lines Co., Ltd. ( Korean Air ); and a $90 million settlement with China Airlines, Ltd. ( China Air ). The Court most recently granted final approval to the following settlements: a $36.35 million settlement with Nippon Cargo Airlines Co., Ltd. ( Nippon Cargo ); a $99 million settlement with EVA Airways Corporation ( EVA ); and a $55 million settlement with Asiana Airlines, Inc. ( Asiana ). You may have received notice of these prior settlements. If all of the proposed settlements receive final approval from the Court, the total gross settlement proceeds recovered in the litigation will be approximately $1.236 billion. 5. Why is this a class action? In a class action, one or more individuals or companies called Class Representatives (in this case Benchmark Export Services, FTS International Express, Inc., R.I.M. Logistics, Ltd., Olarte Transport Service, Inc., S.A.T. Sea & Air Transport, Inc. and Volvo Logistics AB) sue on behalf of others who have similar claims. All these individuals or companies are a class or class members. One court resolves the issues for all class members, except for those who exclude themselves from the class. U.S. District Judge Brian M. Cogan is in charge of this class action. 6. Why are there proposed settlements? The Settling Defendants have denied all liability in this case and have asserted various defenses to the Plaintiffs claims. The Court did not decide in favor of the Plaintiffs or the Settling Defendants. Instead, both sides agreed to the proposed settlements. That way, they avoid the cost and risk of a trial, and the class members will get compensation. The Class Representatives and Class Counsel think the proposed settlements are best for all class members. 7. Who is included in the proposed settlements? WHO IS INCLUDED IN THE PROPOSED SETTLEMENTS? You are included in the new proposed settlements with Air China, Air New Zealand, Air India, and the Polar Defendants if you did not exclude yourself from the Litigation Class before January 22, 2016, and if you fit the following definition: All persons or entities (but excluding Defendants, their parents, predecessors, successors, subsidiaries, affiliates, as well as government entities) who purchased airfreight shipping services for shipments to or from the United States directly from any of the Defendants or from any of their parents, predecessors, successors, subsidiaries, or affiliates, at any time during the period January 1, 2000 up to and including September 30, 2006. The deadline to exclude yourself from these settlements (by opting out of the Litigation Class) passed on January 22, 2016. QUESTIONS? CALL TOLL-FREE 1-855-382-6460 OR VISIT WWW.AIRCARGOSETTLEMENT5.COM 4
Case 1:06-md-01775-BMC-VVP Document 2466 Filed 06/01/16 Page 11 of 31 PageID #: 111725 8. How do I know if I previously excluded myself from the Litigation Class? Unless you wrote to the Settlement Administrator before January 22, 2016 asking to be excluded from the Litigation Class, then you did not exclude yourself from the Litigation Class. 9. I m still not sure if I am included. If you are still not sure whether you are a class member, you can ask for free help. See Question 21 below. You are not required to pay anyone to assist you. 10. What do the proposed Settlements provide? THE PROPOSED SETTLEMENT BENEFITS Under the Air China Settlement, Air China has paid $50 million. The Air China Settlement agreement can be found at www.aircargosettlement5.com. Under the Air India Settlement, Air India has agreed to pay $12.5 million in installments ($6.25 million on or before June 1, 2016, and an additional $6.25 million on or before August 1, 2016). The Air India Settlement agreement can be found at www.aircargosettlement5.com. Under the Air New Zealand Settlement, Air New Zealand has paid $35 million. The Air New Zealand Settlement agreement can be found at www.aircargosettlement5.com. Under the Polar Settlement, the Polar Defendants have paid $35 million and have agreed to pay an additional $65 million in installments ($35 million on or before January 15, 2017, and an additional $30 million on or before January 15, 2018). The Polar Settlement agreement can be found at www.aircargosettlement5.com. 11. How do I get a payment? If you are included in the proposed settlements (see Question 7 above) and did not exclude yourself from the Litigation Class, you are eligible to get a payment. If you received this notice by mail, then you have also received a claim form. If you are reviewing this notice online, or received a copy by some other means, you may request a claim form online at www.aircargosettlement5.com, or by calling the settlement administrator toll-free at 1-888-291-9655 in the U.S., U.S. territories, and Canada. Outside the U.S. and Canada, you may call 1-614-553-1296, but toll charges will apply. You may also request a claim form by writing to the settlement administrator at the address below. Completed claim forms must be postmarked by [date] and returned to the settlement administrator at the following address: Air Cargo Settlement 5 c/o Garden City Group LLC P.O. Box 10083 Dublin, OH 43017-6683 USA You must keep all of your records of your purchases from Defendants and Settling Defendants because you will need them to complete the claim form and may later be asked to provide them to the settlement administrator. If you previously submitted a claim form for the Second, Third, or Fourth Settlements, you do not need to submit another claim form, but you may complete the Supplemental Claim Form to include purchases of airfreight shipping services that occurred between September 12, 2006 and September 30, 2006. 12. How much will my payment be? Class Counsel has proposed a plan of allocation describing the division of the settlement funds among class members, which has previously been approved by the Court. If the Court approves the plan of allocation again, it will apply to the Air China Settlement, the Air India Settlement, the Air New Zealand, the Polar Settlement, as well as to the settlements with Asiana, EVA, and Nippon Cargo, described in Question 4. QUESTIONS? CALL TOLL-FREE 1-855-382-6460 OR VISIT WWW.AIRCARGOSETTLEMENT5.COM 5
Case 1:06-md-01775-BMC-VVP Document 2466 Filed 06/01/16 Page 12 of 31 PageID #: 111726 Under the plan of allocation, the settlement funds will first be used to pay attorneys fees and expenses approved by the Court. The remaining amount will be distributed to class members that submit or have submitted valid claim forms in proportion to their relevant purchases of Airfreight Shipping Services. For purposes of this calculation, purchase amounts in currencies other than dollars will be converted by the Settlement Administrator to equivalent dollar amounts using currency exchange rates applicable on September 11, 2006. The plan of allocation treats inbound and outbound purchases differently. An inbound purchase is a purchase of Airfreight Shipping Services for shipments to the United States. An outbound purchase is a purchase of Airfreight Shipping Services for shipments from or within the United States. For purposes of calculating a settlement class member s share of the settlement funds, inbound purchases will be valued at 1.625 times the dollar amount of such purchases. No multiplier will apply to outbound purchases. These are the same multipliers previously approved by the Court for each of the settlements approved to date. (See Question 4 above for a description of these settlements.) Shipments within the United States (both origin and destination in the United States) will be included in the calculations only for the Asiana, EVA, and Nippon Cargo settlements. Shipments that occurred between September 12, 2006 and September 30, 2006 will be included in the calculations only for the Air China, Air India, Air New Zealand, and Polar settlements. If you wish to object to the plan of allocation, your objection must be received by the Court by [date] as described in Question 13 below. OBJECTING TO THE PROPOSED SETTLEMENTS, THE PLAN OF ALLOCATION, OR THE REQUEST FOR ATTORNEYS FEES AND EXPENSES You can tell the Court that you don t agree with the proposed settlements or some part of them, the plan of allocation, or the request for attorneys fees and expenses. 13. How do I tell the Court that I don t like the proposed settlements, the plan of allocation, or the request for attorneys fees and expenses? You can object to any proposed settlement if you don t like any part of it if you did not exclude yourself from the Litigation Class before January 22, 2016. Unless you excluded yourself from the Litigation Class and the settlements with Asiana, EVA, and Nippon Cargo before January 22, 2016, then you can object to the plan of allocation or the request for attorneys fees and expenses. You can give reasons why you think the Court should not approve any or all of them. The Court will consider your views. To object, you must send a letter to the Court that includes the following: A statement saying that you object to one or more of the proposed settlements, or the plan of allocation or request for fees and expenses, in In re Air Cargo Shipping Services Antitrust Litigation. Your name, address, telephone number, and your signature. The reason(s) you object. Proof of your membership in the class, such as invoices showing that you satisfy the class definition in Question 7 or the Settlement Class definition for the Asiana, EVA, and Nippon Cargo settlements (which included shipments within the United States, not just to or from the United States). You must file the objection with the Court at the following address, received by [date]: Clerk of Court United States District Court for the Eastern District of New York 225 Cadman Plaza East Brooklyn, NY 11201 QUESTIONS? CALL TOLL-FREE 1-855-382-6460 OR VISIT WWW.AIRCARGOSETTLEMENT5.COM 6
Case 1:06-md-01775-BMC-VVP Document 2466 Filed 06/01/16 Page 13 of 31 PageID #: 111727 You must also mail copies of the objection to the following attorneys, postmarked by [date]: Michael D. Hausfeld Hausfeld LLP 1700 K Street, NW, Suite 650 Washington, DC 20006 Hollis L. Salzman Robins Kaplan LLP 601 Lexington Avenue, Suite 3400 New York, NY 10022 Robert N. Kaplan Kaplan Fox & Kilsheimer LLP 850 Third Avenue, 14th Floor New York, NY 10022 Howard J. Sedran Levin, Fishbein, Sedran & Berman 510 Walnut Street Philadelphia, PA 19106 Class Counsel Sheron Korpus Kasowitz, Benson, Torres & Friedman 1633 Broadway New York, NY 10019 Roscoe C. Howard, Jr. Barnes & Thornburg LLP 1717 Pennsylvania Ave NW, Suite 500 Washington, DC 20006 Counsel for Air New Zealand Limited Evan Chesler Cravath, Swaine & Moore LLP 825 Eighth Avenue New York, NY 10019 Harvey Wolkoff Ropes & Gray LLP 800 Boylston Street Boston, MA 02199 Counsel for Polar Air Cargo LLC, Polar Air Cargo Worldwide, Inc., and Atlas Air Worldwide Holdings, Inc. George N. Tompkins III Wilson Elser Moskowitz Edelman & Dicker 150 East 42nd Street New York, NY 10017 Counsel for Air China Limited and Air China Cargo Company Limited E. Christopher Murray Ruskin Moscou Faltischek East Tower, 15 Floor 1425 RXR Plaza Uniondale, NY 11556 Counsel for Air India Ltd. 14. Do I have a lawyer in this case? THE LAWYERS REPRESENTING YOU The Court appointed Michael D. Hausfeld of Hausfeld LLP; Robert N. Kaplan of Kaplan Fox & Kilsheimer LLP; Hollis Salzman of Robins Kaplan LLP; and Howard J. Sedran of Levin, Fishbein, Sedran, and Berman to represent the class. These lawyers are called Class Counsel. You will not be charged for these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense. QUESTIONS? CALL TOLL-FREE 1-855-382-6460 OR VISIT WWW.AIRCARGOSETTLEMENT5.COM 7
Case 1:06-md-01775-BMC-VVP Document 2466 Filed 06/01/16 Page 14 of 31 PageID #: 111728 15. How will the lawyers be paid? You are not personally responsible for payment of attorneys fees or expenses for Class Counsel. Instead, as compensation for their time and the risk litigating the case on a contingent basis, Class Counsel will ask the Court to approve a payment of attorneys fees and reimbursement of reasonably incurred expenses from the settlements with Air China, Air India, Air New Zealand, Asiana, EVA, Nippon Cargo, and the Polar Defendants. The request for attorneys fees will be in an amount not to exceed 25% percent of the settlement funds. The request for reimbursement for expenses incurred in the prosecution of the litigation will be in an amount not to exceed $4 million. If awarded by the Court, these amounts would be deducted proportionally from the settlement funds. If you wish to object to the request for attorneys fees or reimbursement of expenses, your objection must be received by the Court by [date] as described in Question 13. THE COURT S FAIRNESS HEARING The Court will hold a hearing to decide whether to approve the proposed settlements, the plan of allocation, and the request for attorneys fees and expenses. You may attend and you may ask the Court s permission to speak (see Question 18 for instructions), but you don t have to participate in the hearing in order to attend. 16. When and where will the Court decide whether to approve the proposed settlements? The Court will hold a Fairness Hearing at [time] on [date] in Courtroom 8D South at the United States Courthouse, 225 Cadman Plaza East, Brooklyn, NY 11201. At this hearing the Court will consider whether the proposed settlements are fair, reasonable, and adequate, whether to approve the plan of allocation, and whether to award attorneys fees and expenses. If there are objections, the Court will consider them. The judge will listen to class members who have asked to speak at the hearing (see Question 18). After the hearing, the Court will decide whether to approve the proposed settlements, the plan of allocation, and the request for attorneys fees and expenses. The Court may change the time and date of the Fairness Hearing. Notice of any change will be posted at the courthouse or on the Court s website and on www.aircargosettlement5.com. 17. Do I have to come to the hearing? No. Class Counsel will answer questions that the judge may have. But, you are welcome to come at your own expense. If you send an objection, you don t have to come to Court to talk about it. As long as the Court received your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it s not necessary. 18. May I speak at the hearing? You may ask the Court for permission to speak at the Fairness Hearing. If you wish to do so, you are encouraged to send a letter stating the following: Notice of Intention to Appear in In re Air Cargo Shipping Service Antitrust Litigation The position you will take and your reasons. Your name, address, telephone number, and your signature. Proof of your membership in the class, such as invoices showing that you satisfy the class definition in Question 7 or the Settlement Class definition for the Asiana, EVA, and Nippon Cargo settlements (which included shipments within the United States, not just to or from the United States). Your Notice of Intention to Appear must be filed with the Court at the following address, received by [date]: Clerk of Court United States District Court for the Eastern District of New York 225 Cadman Plaza East Brooklyn, NY 11201 You must also mail copies of the Notice of Intention to Appear to the attorneys listed in Question 13 above. QUESTIONS? CALL TOLL-FREE 1-855-382-6460 OR VISIT WWW.AIRCARGOSETTLEMENT5.COM 8
Case 1:06-md-01775-BMC-VVP Document 2466 Filed 06/01/16 Page 15 of 31 PageID #: 111729 IF YOU DO NOTHING 19. What happens if I do nothing at all? If you excluded yourself from the Litigation Class before January 22, 2016, you will get no payment from the Air China, Air India, Air New Zealand, and Polar Settlements, but you will not give up your rights against those Settling Defendants. Unless you previously excluded yourself from the Litigation Class and the settlements with Asiana, Eva, and Nippon Cargo before January 22, 2016, then: If you have already submitted a claim form for the Second, Third, or Fourth Settlements and you do nothing now, you will automatically be included as a claimant eligible to receive a payment if the proposed settlements are approved. You may choose to submit a new claim form that also includes purchases of airfreight shipping services that occurred between September 12, 2006 and September 30, 2006, but you need not do so. If you have not submitted a claim form for the Second, Third, or Fourth Settlements and you do nothing now, you will get no payment and give up your rights. If you did not submit a claim form for the Second, Third, or Fourth Settlements and you want to receive a payment, you should submit a claim form as described in Question 11. GETTING MORE INFORMATION 20. Are there more details about the proposed settlements, the plan of allocation, or the request for attorneys fees and expenses? This notice summarizes the proposed settlements. More details are in the settlement agreements. You can get a copy of the settlement agreements by visiting www.aircargosettlement5.com. Class Counsel will file a motion for final approval of the proposed settlements and the plan of allocation, and a request for attorneys fees and expenses, which will contain additional information. These papers are currently due to be filed by [date] and will be available at www.aircargosettlement5.com. 21. How do I get more information? If you have questions or want more information, you can visit the official settlement website at www.aircargosettlement5.com. If the answer to your question cannot be located on the website, you may contact the settlement administrator by email at administrator@aircargosettlement5.com. You may also call the settlement administrator toll-free at 1-855-382-6460 in the U.S., U.S. territories, and Canada. Outside the U.S. and Canada, you may call 1-513-795-0998, but toll charges will apply. You may also write to: Air Cargo Settlement 5 c/o Garden City Group LLC P.O. Box 10083 Dublin, OH 43017-6683 USA You may also write to any of Class Counsel at the following addresses: Michael D. Hausfeld Hausfeld LLP 1700 K Street, NW Suite 650 Washington, DC 20006 Hollis L. Salzman Robins Kaplan LLP 601 Lexington Avenue Suite 3400 New York, NY 10022 Robert N. Kaplan Kaplan Fox & Kilsheimer LLP 850 Third Avenue, 14th Floor New York, NY 10022 Howard J. Sedran Levin, Fishbein, Sedran & Berman 510 Walnut Street Philadelphia, PA 19106 QUESTIONS? CALL TOLL-FREE 1-855-382-6460 OR VISIT WWW.AIRCARGOSETTLEMENT5.COM 9
Case 1:06-md-01775-BMC-VVP Document 2466 Filed 06/01/16 Page 16 of 31 PageID #: 111730 22. Can I update my address? Yes. If your address changes, please enter your current information online at www.aircargosettlement5.com, or send it to the settlement administrator at: Air Cargo Settlement 5 c/o Garden City Group LLC P.O. Box 10083 Dublin, OH 43017-6683 USA DATED: BY ORDER OF THE COURT UNITED STATES DISTRICT COURT EASTERN DISTRICT OF NEW YORK QUESTIONS? CALL TOLL-FREE 1-855-382-6460 OR VISIT WWW.AIRCARGOSETTLEMENT5.COM 10
Case 1:06-md-01775-BMC-VVP Document 2466 Filed 06/01/16 Page 17 of 31 PageID #: 111731 EXHIBIT 2
Case 1:06-md-01775-BMC-VVP Document 2466 Filed 06/01/16 Page 18 of 31 PageID #: Air Cargo 111732 Settlement 5 c/o The Garden City Group, LLC Must be Postmarked P.O. Box 10083 AR5 No Later Than Dublin, OH 43017-6683 *P-AR5-POC/1*, 2016 USA Claim Number: Control Number: CLAIM FORM GENERAL INSTRUCTIONS This Claim Form relates to In re Air Cargo Shipping Services Antitrust Litigation, MDL No. 1775 Master File 06-MD-1775 (BMC) (VVP), in the United States District Court for the Eastern District of New York. To be eligible to share in the settlements with Air China Ltd., Air China Cargo Company Ltd., Air India, Air New Zealand Ltd., Asiana Airlines, Inc., Eva Airways Corporation, Nippon Cargo Airlines Co., Ltd., Polar Air Cargo LLC, Polar Air Cargo Worldwide, Inc., and Atlas Air Worldwide Holdings, Inc., (the Settling Defendants ) in the above-named class action, you must have purchased Airfreight Shipping Services for shipments to, from, or within the United States directly from any of the Settling Defendants (listed above and in the chart below), any other Defendant (listed in the chart below), or from any of their parents, predecessors, successors, subsidiaries, or affiliates, at any time during the period from January 1, 2000 through September 30, 2006. If you fit this description, you are a member of the class and are entitled to submit a claim to share in the settlement funds. Excluded from the class are Defendants and Settling Defendants, their parents, predecessors, successors, subsidiaries, affiliates, as well as government entities. Also, you may not share in the settlements if you asked to be excluded from all of these settlements and the Litigation Class. You may have received a Claim Form that looked similar to this form in 2011 in connection with settlements with All Nippon Airways Co., Ltd., American Airlines, Inc., AMR Corporation, Cargolux Airlines International, S.A., Japan Airlines International Co., Ltd., Koninklijke Luchtvaart Maatschappij N.V., Martinair Holland N.V., Qantas Airways Limited, SAS Cargo Group A/S, Scandinavian Airlines System, Société Air France, and Thai Airways International Public Company Limited (the Second Settlements ), which form was due July 26, 2011, or a similar form in 2012 in connection with settlements with British Airways Plc, Lan Airlines, S.A., Lan Cargo, S.A., Aerolinhas Brasileiras, S.A., Malaysia Airlines, South African Airways Ltd., Saudi Arabian Airlines, Ltd., El Al Israel Airlines Ltd., Emirates, Air Canada and AC Cargo LP (the Third Settlements ), which form was due July 27, 2012, or a similar form in 2014 in connection with the settlements with Singapore Airlines Limited and Singapore Airlines Cargo Pte, Ltd., Cathay Pacific Airways Ltd., Korean Air Lines Co., Ltd., and China Airlines, Ltd. (the Fourth Settlements ), which form was due January 6, 2015. If you submitted a Claim Form in connection with the Lufthansa Settlement, but not the Second, Third, or Fourth Settlements, you must complete this form in order to receive benefits from these settlements. You should not submit this claim if you submitted an approved Claim Form in connection with the Second, Third, or Fourth Settlements, but if you would like to update your claim with purchases you made from September 12, 2006 to September 30, 2006, then go to SECTION D of the Claim Form. If you did not submit a Claim Form in connection with the Second, Third, or Fourth Settlements, you must complete and submit a Claim Form in order to receive a payment. It must be POSTMARKED NO LATER THAN, 2016. Completed Claim Forms must be mailed to the Claims Administrator at the above address. You should save all relevant documents, such as invoices, that support your claim, as you may be required to provide them later. You must complete and submit a new Claim Form even if you submitted a Claim Form for the Lufthansa Settlement, unless you submitted an approved Claim Form for the Second, Third, or Fourth Settlements. All inquiries regarding your claim should be made (1) in writing to the Claims Administrator at the address above, (2) by visiting the settlement website, (3) via e-mail at administrator@aircargosettlement5.com, or (4) by calling the information helpline: U.S. & Canada (Toll-Free) 1-855-382-6460; International (Toll): 1-513-795-0998. Before you complete and mail this Claim Form you should read and be familiar with the notice describing the settlements and the Plan of Allocation. By submitting this Claim Form, you acknowledge that you have read and understand the notices, and you agree to the releases described in those notices. Copies of the notices are available for your review and can be downloaded at www.aircargosettlement5.com. This claim covers only direct purchases from one or more of the listed Defendants. If you did not purchase directly from one of the listed Defendants or Settling Defendants, you should not file this Claim Form. If you made purchases directly from a listed Questions? Call U.S. & Canada (Toll-Free): 1-855-382-6460 International (Toll): 1-513-795-0998 or Visit www.aircargosettlement5.com 1
Case 1:06-md-01775-BMC-VVP Document 2466 Filed 06/01/16 Page 19 of 31 PageID #: 111733 SECTION A - CLAIMANT INFORMATION Claimant Name(s) (as you would like the name(s) to appear on the check, if eligible for payment): *P-AR5-POC/2* Defendant and you also made purchases indirectly through a freight forwarder or other entity, you should only list your direct purchases and not list your indirect purchases. If you fail to mail a timely, properly addressed valid Claim Form, your claim may be rejected and you may be precluded from any recovery from the settlement funds. However, as stated above, if you submitted an approved Claim Form in connection with the Second, Third, or Fourth Settlements, you need not submit a Claim Form again. Name of the person you would like the Claims Administrator to contact regarding this claim (if different from the Claimant Name(s) listed above): Claimant or Representative Contact Information: The Claims Administrator will use this information for all communications relevant to this Claim (including the check, if eligible for payment). If this information changes, you MUST notify the Claims Administrator in writing at the address above or online at www.aircargosettlement5.com. Street Address: City: State and Zip Code: Country (Other than U.S.): Daytime Telephone Number: Evening Telephone Number: Email Address: (Email address is not required, but if you provide it you authorize the Claims Administrator to use it in providing you with information relevant to this claim.) SECTION B SEPARATE SETTLEMENTS Please check one of the boxes below and provide the requested information. c I have not entered into any separate settlement with any of the Settling Defendants concerning purchases of Airfreight Shipping Services. c I have entered into a separate settlement with one or more of the Settling Defendants concerning purchases of Airfreight Shipping Services. My settlement(s) is (are) with the following Settling Defendants: If you have entered into a separate settlement with one or more of the Settling Defendants, the Claims Administrator may contact you to request more information. IF YOU FAIL TO SUBMIT A COMPLETE CLAIM POSTMARKED BY, 2016, YOUR CLAIM IS SUBJECT TO REJECTION OR YOUR PAYMENT MAY BE DELAYED. Questions? Call U.S. & Canada (Toll-Free): 1-855-382-6460 International (Toll): 1-513-795-0998 or Visit www.aircargosettlement5.com 2
Case 1:06-md-01775-BMC-VVP Document 2466 Filed 06/01/16 Page 20 of 31 PageID #: 111734 SECTION C - SCHEDULE OF QUALIFYING PURCHASES OF SHIPMENTS TO, FROM OR WITHIN THE UNITED STATES BETWEEN JANUARY 1, 2000 AND SEPTEMBER 11, 2006 *P-AR5-POC/3* Please provide a summary of all Airfreight Shipping Services that you have purchased from each Defendant or Settling Defendant (listed below) for shipments to, from, or within the United States from January 1, 2000 to September 11, 2006. An inbound purchase is a purchase of Airfreight Shipping Services for shipments to the United States. An outbound purchase is a purchase of Airfreight Shipping Services for shipments from the United States. A purchases within the United States is a purchase for Airfreight Shipping Services with both an origin and a destination within the United States. Please type or print neatly all information. Round the total purchase amount to the nearest dollar or whole unit of the currency for which you are claiming. If your purchases are in multiple currencies, use separate pages for each currency. You may photocopy these pages as many times as necessary. c U.S. dollars c Other currency (please specify): (list only one currency per page) Inbound Purchases Between January 1, 2000 and September 11, 2006 (where only destination is in the U.S.) Total Purchase Amount (all freight charges and surcharges, excluding taxes on those charges) Number of Airbills (Transactions) Outbound Purchases Between January 1, 2000 and September 11, 2006 (where only origin is in the U.S.) Total Purchase Amount (all freight charges and surcharges, excluding taxes on those charges) Number of Airbills (Transactions) Purchases Within the United States Between January 1, 2000 and September 11, 2006 (both origin and destination in the U.S) Total Purchase Amount (all freight charges and surcharges, excluding taxes on those charges) Number of Airbills (Transactions) Aerolinhas Brasileiras, S.A. (ABSA) Air Canada or AC Cargo LP Air China Cargo Company Ltd. or Air China Ltd. Air India Air France (Société Air France) Air Mauritius Ltd. Air New Zealand (Airways Corp. of New Zealand Ltd.) Alitalia Linee Aeree Italiane S.p.A. All Nippon Airways Co., Ltd. American Airlines, Inc. or AMR Corporation Questions? Call U.S. & Canada (Toll-Free): 1-855-382-6460 International (Toll): 1-513-795-0998 (continued on next page) or Visit www.aircargosettlement5.com 3
c U.S. dollars c Other currency (please specify): (list only one currency per page) Case 1:06-md-01775-BMC-VVP Document 2466 Filed 06/01/16 Page 21 of 31 PageID #: 111735 Inbound Purchases Between January 1, 2000 and September 11, 2006 (where only destination is in the U.S.) Total Purchase Amount (all freight charges and surcharges, excluding taxes on those charges) Number of Airbills (Transactions) Outbound Purchases Between January 1, 2000 and September 11, 2006 (where only origin is in the U.S.) Total Purchase Amount (all freight charges and surcharges, excluding taxes on those charges) Number of Airbills (Transactions) *P-AR5-POC/4* Purchases Within the United States Between January 1, 2000 and September 11, 2006 (both origin and destination in the U.S) Total Purchase Amount (all freight charges and surcharges, excluding taxes on those charges) Number of Airbills (Transactions) Asiana Airlines, Inc. British Airways PLC Cargolux Airlines International, S.A. Cathay Pacific Airways, Ltd. China Airlines, Ltd. DAS Air Ltd. (DAS Air Cargo) El Al Israel Airlines Emirates Airlines Ethiopian Airlines Corp. EVA Airways Corporation Japan Airlines International Co., Ltd. Kenya Airways Limited Koninklijke Luchtvaart Maatschappij N.V. (KLM) Korean Air Lines Co., Ltd. (continued on next page) Questions? Call U.S. & Canada (Toll-Free): 1-855-382-6460 International (Toll): 1-513-795-0998 or Visit www.aircargosettlement5.com 4
Case 1:06-md-01775-BMC-VVP Document 2466 Filed 06/01/16 Page 22 of 31 *P-AR5-POC/5* PageID #: 111736 c U.S. dollars c Other currency (please specify): (list only one currency per page) Inbound Purchases Between January 1, 2000 and September 11, 2006 (where only destination is in the U.S.) Total Purchase Amount (all freight charges and surcharges, excluding taxes on those charges) Number of Airbills (Transactions) Outbound Purchases Between January 1, 2000 and September 11, 2006 (where only origin is in the U.S.) Total Purchase Amount (all freight charges and surcharges, excluding taxes on those charges) Number of Airbills (Transactions) Purchases Within the United States Between January 1, 2000 and September 11, 2006 (both origin and destination in the U.S) Total Purchase Amount (all freight charges and surcharges, excluding taxes on those charges) Number of Airbills (Transactions) Lan Airlines, S.A. (Lan Chile) or Lan Cargo, S.A. Lufthansa Cargo AG or Deutsche Lufthansa AG Malaysia Airlines Martinair Holland N.V. Nippon Cargo Airlines Co., Ltd. Polar Air Cargo, LLC, Polar Air Cargo Worldwide, Inc. or Atlas Air Worldwide Holdings, Inc. Qantas Airways Limited SAS Cargo Group A/S or Scandinavian Airlines System Saudi Arabian Airlines, Ltd. Singapore Airlines Cargo Pte, Ltd. or Singapore Airlines, Ltd. South African Airways (Proprietary), Ltd. Swiss International Air Lines, Ltd. Thai Airways International Public Company Limited Viação Aérea Rio-Grandense, S.A. (Varig) Questions? Call U.S. & Canada (Toll-Free): 1-855-382-6460 International (Toll): 1-513-795-0998 or Visit www.aircargosettlement5.com 5