Rubin v. MF Global, Ltd. et al

Filing 195

DECLARATION of Daniel E. Bacine and Carol V. Gilden in Support re: 191 MOTION for Settlement Lead Plaintiffs' Notice of Motion and Motion for Final Approval of Proposed Class Action Settlement and Plan of Allocation., 193 MOTION for Attorney Fees Lead Plaintiffs' Notice of Motion and Plaintiffs' Counsel's Petition for an Award of Attorneys' Fees and Reimbursement of Expenses and Lead Plaintiffs' Petition for Reimbursement of Expenses.. Document filed by Central States, Southeast, Southwest Areas Pension Fund, Iowa Public Employees' Retirement System, Policement's Annuity & Benefit Fund of Chicago, State-Boston Retirement System. (Attachments: # 1 Exhibit 1, # 2 Exhibit 2, # 3 Exhibit 3, # 4 Exhibit 4, # 5 Exhibit 5, # 6 Exhibit 6)(Bunch, Stephen)

EXHIBIT 1

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

MICHAEL RUBIN,
Plaintiff,
v.
MF GLOBAL, LTD., et al.,
Defendants.

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Case No. 08 Civ. 2233 (VM)

DECLARATION OF MICHELLE M. LA COUNT, ESQ.
I, Michelle M. La Count, Esq., declares pursuant to 28 U.S.C. § 1746 as follows:
1.

I am the Vice President of Case Management with A.B. Data, Ltd.’s Class Action Administration

Division (“A.B. Data”) in Milwaukee, Wisconsin; West Palm Beach, Florida; and New York, New York.
My business address is 600 A.B. Data Drive, Milwaukee, WI 53217. My direct telephone number is
414-961-7509.
2.

I submit this Declaration in connection with the class action notice proceedings related to the

above-captioned action (the “Action”) at the request of Plaintiffs’ Counsel.
3.

This Declaration is based upon my personal knowledge and upon information provided by

Plaintiffs’ Counsel, my associates, and staff.
4.

This Declaration reports the implementation of the notice administration program, which consisted

of the following:
A. Disseminating the i) Notice of Pendency of Class Action and Proposed Settlement
(the “Notice”) and Proof of Claim and Release (the “Claim Form,” together referred to
hereafter as the “Notice Packet”), annexed hereto as Exhibit A, to all known shareholders of
Page 1 of 4
Declaration of Michelle M. La Count, Esq.
Michael Rubin v. MF Global, LTD. et al., Civil Action No. 08 Civ. 2233 (VM), pending in the United States District Court
Southern District of New York

record by First-Class Mail, postage paid, and ii) cover letter to banks, brokers, and other
nominees, annexed as Exhibit B, which was sent by First-Class Mail, postage paid, along with
a copy of the Notice to each of the banks, brokers, and other nominees on the A.B. Data
proprietary list of banks, brokers, and other nominees and iii) electronic version of the cover
letter to banks, brokers, and other nominees along with an electronic copy of the Notice Packet
via e-mail to 1,315 of the largest banks, brokers, and other nominees on the A.B. Data
proprietary list of banks, brokers, and other nominees.
B. Establishing a case-specific toll-free line with an interactive voice response (IVR) system and
live operators;
C. Uploading case-related documents to A.B. Data’s website at abdataclassaction.com and
uploading case-related documents to a case-specific website at mfglobalsettlement.com;
D. Publishing the Summary Notice for Publication (the “Summary Notice”), annexed as
Exhibit C; and
E. Processing exclusion requests.
NOTICE EFFECTUATION
5.

On or about June 23, 2011, A.B. Data received the Court-approved draft of the Notice Packet and

formatted it for printing.
6.

On or about August 19, 2011, A.B. Data received a transfer list from defense counsel; the list was

redacted for all excluded parties to create the Initial Mailing List.
7.

Per the directive of Plaintiffs’ Counsel, A.B. Data standardized and updated the class list addresses

using NCOALink, a national database of address changes that is compiled by the United States Postal
Service (USPS).
8.

On or about August 19, 2011 A.B. Data printed the Notice Packet in preparation for mailing.

Page 2 of 4
Declaration of Michelle M. La Count, Esq.
Michael Rubin v. MF Global, LTD. et al., Civil Action No. 08 Civ. 2233 (VM), pending in the United States District Court
Southern District of New York

9.

According to the Preliminary Approval Order Providing For Notice and Hearing in Connection

with Proposed Class Action Settlement (the “Preliminary Approval Order”), the mailing was to occur by
August 29, 2011. On August 29, 2011, A.B. Data delivered Notice Packets for the Initial Mailing List to
the USPS to be mailed via First-Class Mail, postage prepaid.
10.

A.B. Data also mailed 5,698 Notice Packets to banks, brokers, and other nominees on its

proprietary list to further request names and addresses of beneficial owners for whom these banks, brokers,
and other nominees may have purchased or held shares during the Class Period.
11.

As of October 18, 2011, an additional 22,763 Notice Packets have been delivered to or sent on

behalf of banks, brokers, and other nominees through the fulfillment request process described above for
dissemination to the clients of said entities.
12.

As of October 18, 2011, 607 of the 28,468 Notice Packets mailed to date have been returned by the

USPS to A.B. Data as undeliverable as addressed (“UAA”); of those returned UAA, 128 had forwarding
addresses and were re-sent.
IVR
13.

On or about August 31, 2011, a case-specific toll-free number, 866-217-4456, was established with

an IVR system and live operators. The automated attendant answered the calls and presented callers with a
series of choices to respond to basic questions. If callers needed further help, they had the option to be
transferred to a live operator during business hours.
14.

From August 31, 2011, through October 18, 2011, A.B. Data received 76 telephone calls and no

voice mail messages.
WEBSITES
15.

On or about August 29, 2011, A.B. Data established a page on its website, abdataclassaction.com,

and a case-specific website, mfglobalsettlement.com for the above-captioned case. Included on this
website was general information regarding the case and its current status as well as documents for
Page 3 of 4
Declaration of Michelle M. La Count, Esq.
Michael Rubin v. MF Global, LTD. et al., Civil Action No. 08 Civ. 2233 (VM), pending in the United States District Court
Southern District of New York

Exhibit A

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
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MICHAEL RUBIN,
Plaintiff,
v.
MF GLOBAL, LTD., et al.,
Defendants.

Case No. 08 Civ. 2233 (VM)
NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED
SETTLEMENT

IF YOU PURCHASED OR OTHERWISE ACQUIRED MF GLOBAL COMMON STOCK PURSUANT OR TRACEABLE TO
THE REGISTRATION STATEMENT AND PROSPECTUS ISSUED IN CONNECTION WITH THE COMPANY’S INITIAL
PUBLIC OFFERING (THE “IPO”) THAT WAS ORIGINALLY ISSUED ON OR ABOUT JULY 19, 2007 YOU MAY BE
ELIGIBLE FOR A PAYMENT FROM A CLASS ACTION SETTLEMENT
A Federal Court authorized this Notice. This is not a solicitation from a lawyer.

•

Court-appointed lead plaintiffs, the Iowa Public Employees’ Retirement System, the Policemen’s Annuity & Benefit Fund of
Chicago, the Central States, Southeast and Southwest Areas Pension Fund, and the State-Boston Retirement System
(“Lead Plaintiffs”), on behalf of the Class (as defined below), have reached a proposed settlement in the amount of $90,000,000
in cash that will resolve all claims against MF Global, Ltd. (n/k/a MF Global Holdings Ltd.) (“MF Global” or the “Company”)
and the other Released Defendant Parties (as defined below) (the “Settlement”) in this proposed class action (the “Litigation”).

•

The Settlement resolves claims in the Litigation that MF Global’s investors were misled about MF Global’s business
performance, avoids the costs and risks of continuing the Litigation, pays money to investors like you, and releases the Released
Defendant Parties from liability.

•

This Notice explains important rights you may have, including your possible receipt of cash from the Settlement. Your legal
rights will be affected whether or not you act. Please read this Notice carefully!

•

The Court in charge of the Litigation still has to decide whether to approve the Settlement. Payments will be made if the Court
approves the Settlement and after any appeals are resolved. Please be patient.
YOUR LEGAL RIGHTS AND OPTIONS IN THE SETTLEMENT:
ACTIONS YOU MAY PURSUE

EFFECT OF TAKING THIS ACTION

SUBMIT A CLAIM FORM POSTMARKED NO LATER
THAN DECEMBER 27, 2011.
EXCLUDE YOURSELF FROM THE CLASS BY
SUBMITTING A WRITTEN REQUEST FOR EXCLUSION
POSTMARKED NO LATER THAN OCTOBER 28, 2011, OR
21 DAYS BEFORE THE HEARING, WHICHEVER IS
LATER.

This is the only way to get a payment.

OBJECT TO THE SETTLEMENT BY SUBMITTING A
WRITTEN OBJECTION POSTMARKED NO LATER
THAN OCTOBER 28, 2011, OR 21 DAYS BEFORE THE
HEARING, WHICHEVER IS LATER.

Write to the Court and explain why you do not like the Settlement,
the proposed Plan of Allocation, and/or the request for attorneys’
fees and reimbursement of expenses. In order to object, you must
remain a member of the Class and may not exclude yourself and
you will be bound by the determination of the Court.

GO TO THE HEARING ON NOVEMBER 18, 2011 AT
1:30 P.M., AND FILE A NOTICE OF INTENTION TO
APPEAR SO THAT IT IS POSTMARKED NO LATER
THAN OCTOBER 28, 2011, OR 21 DAYS BEFORE THE
HEARING, WHICHEVER IS LATER.
DO NOTHING.

Get no payment. This is the only option that allows you to ever be part
of any other lawsuit against the Released Defendant Parties concerning
the claims that were, or could have been, asserted in this case. It is also
the only way for Class Members to remove themselves from the Class.

Ask to speak in Court about the fairness of the Settlement, the
proposed Plan of Allocation, or the request for attorneys’ fees and
reimbursement of expenses.
Get no payment. Remain a Class Member. Give up your rights.

SUMMARY OF THIS NOTICE
I. Description of the Litigation and the Class
This Notice relates to the proposed Settlement with the Settling Defendants. The Settling Defendants are: MF Global, Man Group plc
(“Man Group”), Man Group UK Ltd. (“Man UK”), Kevin R. Davis (“Davis”), Amy S. Butte (“Butte”), Alison J. Carnwath (“Carnwath”),
Christopher J. Smith (“Smith”), Christopher Bates (“Bates”), Henri J. Steenkamp (“Steenkamp”), and Edward L. Goldberg (“Goldberg”)
(Davis, Butte, Carnwath, Smith, Bates, Steenkamp, and Goldberg are collectively the “Individual Defendants”), Citigroup Global Markets
Inc., J.P. Morgan Securities Inc. (n/k/a J.P. Morgan Securities LLC), Merrill Lynch, Pierce, Fenner & Smith, Incorporated, UBS Securities
LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated,
ABN AMRO Rothschild LLC, Banc of America Securities LLC, BMO Capital Markets Corp., HSBC Securities (USA) Inc., Keefe,
Bruyette & Woods, Inc., Sandler O’Neill & Partners, L.P., Wachovia Capital Markets, LLC, Blaylock & Co. Inc., Calyon Securities
(USA) Inc. (n/k/a Crédit Agricole Securities (USA) Inc.), Chatsworth Securities LLC, CL King & Associates, Inc., Dowling & Partners
Securities, LLC, E*TRADE Securities LLC, Fortis Securities LLC, Guzman & Co., ING Financial Markets, LLC, Jefferies & Co., Inc.,
Lazard Capital Markets LLC, M.R. Beal & Co., Mizuho Securities USA Inc., Muriel Siebert & Co., Inc., Oppenheimer & Co. Inc., Piper
QUESTIONS? PLEASE CALL 866-217-4456 OR OUTSIDE U.S. AND CANADA CALL 1-414-961-6520 OR VISIT WWW.MFGLOBALSETTLEMENT.COM
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Jaffray & Co., Raymond James & Associates, Inc., RBC Capital Markets Corp., Robert W. Baird & Co. Inc., Samuel A. Ramirez & Co.,
Inc., SMH Capital Inc. (n/k/a Sanders Morris Harris Inc.), Stifel, Nicolaus & Co., Inc., SunTrust Capital Markets, Inc. (n/k/a SunTrust
Robinson Humphrey, Inc.), The Williams Capital Group, L.P., Utendahl Capital Partners, L.P., Wells Fargo Securities, LLC, and William
Blair & Co., LLC (collectively, the “Underwriter Defendants” and with the Company, Man Group, Man UK, and the Individual
Defendants, the “Settling Defendants”).
As explained in more detail below, the proposed Settlement, if approved by the Court, will settle claims of persons and entities, including
claims of their legal representatives, heirs, successors or assigns, who purchased or otherwise acquired MF Global common stock pursuant
or traceable to the Registration Statement and Prospectus issued in connection with the Company’s IPO on or about July 19, 2007, and
were damaged thereby (the “Class”).
II. Statement of the Plaintiffs’ Recovery
Subject to Court approval, and as described more fully on page 8 below, Lead Plaintiffs, on behalf of the proposed Class, have agreed to
settle all claims related to the purchase of MF Global common stock pursuant or traceable to the Registration Statement and Prospectus
issued in connection with the Company’s IPO that were or could have been asserted in the Litigation in exchange for a payment of
$90,000,000 in cash (the “Settlement Amount”) to be deposited into an interest-bearing escrow account (the “Settlement Fund”). Based on
Lead Plaintiffs’ consulting damages expert’s estimate of the amount of MF Global common stock that may have been damaged as a result
of the alleged misstatements and omissions by the Settling Defendants, and assuming that all those shares participate in the Settlement,
Plaintiffs’ Counsel estimates that the average gross recovery would be approximately $0.92 per allegedly damaged share,1 before the
deduction of Court-approved attorneys’ fees and expenses, taxes, and notice and administration costs. Class Members should note,
however, that this is only an estimate based on the overall number of potentially damaged shares in the Class. Some Class Members may
recover more or less than this estimated amount depending on, among other factors, when, where, and the prices at which their shares were
purchased or sold. The Net Settlement Fund (the Settlement Fund less taxes, notice and administration costs, and attorneys’ fees and
litigation expenses awarded to Plaintiffs’ Counsel) will be distributed in accordance with a plan of allocation (the “Plan of Allocation”)
that will be approved by the Court and will determine how the Net Settlement Fund shall be allocated to the members of the Class.
The proposed Plan of Allocation is included in this Notice (see page 9 below).
III. Statement of Potential Outcome of the Case
The Settling Parties do not agree on whether Lead Plaintiffs would have prevailed on the merits of their claims against the Settling
Defendants, nor do they agree on the average amount of damages per share that might be recoverable if Lead Plaintiffs were to prevail on
the claims against the Settling Defendants. The Settling Defendants deny that they have any liability whatsoever for any of the claims that
Lead Plaintiffs allege in the Complaint and that the price of any shares of MF Global were damaged as a result of the misstatements and
omissions alleged by Lead Plaintiffs. The issues on which the Settling Parties disagree include, for example: (i) whether any of the
Settling Defendants made any materially false or misleading statements or omissions in the Registration Statement and Prospectus issued
in connection with the IPO of MF Global common stock; (ii) whether any or all of the Settling Defendants are liable even if such alleged
misstatements or omissions were made, including whether certain definitions in the relevant statutory provisions apply to Man Group;
(iii) whether the claims against the Settling Defendants are subject to various defenses that would preclude any liability that might
otherwise exist, including the defense of due diligence applicable under the relevant statutory provisions to the Underwriter Defendants;
(iv) the amount, if any, by which the price of MF Global common stock was artificially inflated as a result of the alleged misstatements
and omissions by the Settling Defendants; (v) the amount, if any, of any alleged damages suffered by purchasers of MF Global common
stock; (vi) the appropriate economic models for determining the amounts by which the price of MF Global’s shares was allegedly
artificially inflated (if at all), and (vii) the effect of various market forces (aside from any alleged misstatements or omissions) on the
trading prices of MF Global’s common stock.
IV. Statement of Attorneys’ Fees and Litigation Expenses Sought
Plaintiffs’ Counsel (as defined on page 7 below) will apply to the Court for an award of attorneys’ fees from the Settlement Fund in an
amount not to exceed 21% of the Settlement Fund, plus interest from the date of funding at the same rate as earned by the Settlement
Fund. In addition, Plaintiffs’ Counsel also will apply for the reimbursement of litigation expenses paid or incurred in connection with the
prosecution and resolution of the Litigation, in an amount not to exceed $350,000, plus interest from the date of funding at the same rate as
earned by the Settlement Fund. Plaintiffs’ Counsel’s overall request for reimbursement of litigation expenses may include a request for an
award to Lead Plaintiffs (the Iowa Public Employees’ Retirement System, the Policemen’s Annuity & Benefit Fund of Chicago, the
Central States, Southeast and Southwest Areas Pension Fund, and the State-Boston Retirement System) in an amount not to exceed a total
of $25,000 for reimbursement of their reasonable costs and expenses (including lost wages) directly related to their representation of the
Settlement Class, pursuant to the Private Securities Litigation Reform Act of 1995. If the Court approves Plaintiffs’ Counsel’s attorneys’
fee application in full, the average amount of fees and expenses will be approximately $0.20 per allegedly damaged share.
V. Identification of Attorneys’ Representatives
Lead Plaintiffs and the Class are being represented by Barrack Rodos & Bacine and Cohen Milstein Sellers & Toll PLLC, the Courtappointed Lead Counsel. Any questions regarding the Settlement should be directed to Leslie B. Molder, Barrack Rodos & Bacine,
Two Commerce Square, Suite 3300, 2001 Market Street, Philadelphia, PA 19103, tel: [phone], www.barrack.com; Carol V. Gilden,
Cohen Milstein Sellers & Toll PLLC, 190 S. LaSalle Street, Suite 1705, Chicago, IL 60603, tel: [phone], www.cohenmilstein.com.

1

An allegedly damaged share might have been traded more than once and this average recovery would be the total for all purchasers of that share.
QUESTIONS? PLEASE CALL 866-217-4456 OR OUTSIDE U.S. AND CANADA CALL 1-414-961-6520 OR VISIT WWW.MFGLOBALSETTLEMENT.COM
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VI. Reasons for the Settlement
For Lead Plaintiffs, the principal reason for the Settlement is the immediate benefit of a substantial cash recovery for the Class.
This benefit must be compared to the risk that no recovery or a smaller recovery might be achieved after the Court decides any motions to
dismiss the Complaint filed in the Litigation, fact and expert discovery are complete, summary judgment motions are made by the Settling
Defendants, and a contested trial and likely appeals are resolved, possibly years into the future. For the Settling Defendants, who deny all
allegations of liability and deny that any Class Members were damaged, the principal reason for the Settlement is to eliminate the burden,
expense, uncertainty and risk of further litigation.
[END OF COVER PAGE]
BASIC INFORMATION
1. Why did I get this notice package?
You or someone in your family may have purchased or otherwise acquired MF Global common stock pursuant or traceable to the
Registration Statement and Prospectus issued in connection with the Company’s IPO on or about July 19, 2007.
The Court directed that this Notice be sent to Class Members because they have a right to know about the proposed Settlement of this class
action lawsuit, and about all of their options, before the Court decides whether to approve the Settlement. If approved, the Settlement will
end all of the Class’s claims against the Settling Defendants. The Court will consider whether to approve the Settlement at a Settlement
Hearing on November 18, 2011 at 1:30 p.m. If the Court approves the Settlement, and after any appeals are resolved and the Settlement
administration is completed, the claims administrator appointed by the Court will make the payments that the Settlement allows.
The Court in charge of the case is the United States District Court for the Southern District of New York, and the case is known as Rubin
v. MF Global, Ltd., et al., No. 08-Civ-02233-VM (S.D.N.Y.). This case was assigned to United States District Judge Victor Marrero.
The persons who are suing are called “plaintiffs” and the company and the persons being sued are called “defendants.”
2. What is this lawsuit about and what has happened so far?
Lead Plaintiffs’ claims in the Litigation are stated in the First Amended Consolidated Class Action Complaint dated November 5, 2010
(the “Complaint”). Lead Plaintiffs allege that MF Global and the other Settling Defendants violated Sections 11, 12(a)(2), and 15 of the
Securities Act of 1933 (the “Securities Act”) by making material misstatements and omissions in a Registration Statement and Prospectus
issued in connection with the IPO of MF Global. On March 30, 2007, defendant Man Group announced that it would spin-off its
brokerage business. The separation, subject to approval of Man Group’s shareholders, was accomplished by an initial public offering on
the New York Stock Exchange (“NYSE”) of a majority interest in the new company, MF Global.
On July 18, 2007, MF Global announced that the IPO of approximately 97.4 million shares of its common stock had been priced at $30 per
share – for anticipated gross proceeds of more than $2.92 billion – and that the shares were expected to begin trading the following day,
July 19, 2007. Prior to the IPO, no public market existed for trading of the Company’s securities.
On July 20, 2007, the Registration Statement and Prospectus were filed with the SEC, purportedly describing MF Global’s operations, the
nature of MF Global’s spin-off from its parent, Man Group, and the relationship that existed between MF Global and Man Group. Key to
the potential success of the Company was allegedly its need to manage the potential risks attendant to its high volume brokerage and
clearing operations. Accordingly, the Registration Statement and Prospectus were alleged to have provided assurances to prospective
shareholders that the Company had in place a rigorously and consistently applied risk management system.
Plaintiffs allege that the actual risk management procedures employed in the Company’s day-to-day operations, however, prior to and at
the time of the IPO, bore little or no resemblance to the risk management system described in the Registration Statement and Prospectus.
News of fundamental weaknesses in the Company’s risk management system allegedly was exposed on February 28, 2008, when the
Company announced that one of its brokers had engaged in unauthorized trading that resulted in a loss of approximately $141 million in
the brief span of a few hours. Allegedly upon disclosure that the Company would have to clear the unauthorized trading and absorb the
loss, MF Global’s stock price fell and the purported flaws in the Company’s risk management system allegedly came to light.
The Litigation began on March 6, 2008 when a series of proposed class actions were filed against the Settling Defendants.
On March 31, April 7, April 9 and April 15, 2008 the Court issued orders consolidating these cases into the present Litigation before
Judge Victor Marrero in the United States District Court for the Southern District of New York. On June 23, 2008, the Court appointed
Lead Plaintiffs and approved their selection of Barrack Rodos & Bacine and Cohen Milstein Sellers & Toll PLLC as Lead Counsel to
represent the Class.
Lead Plaintiffs filed a Consolidated Class Action Complaint on September 12, 2008 (the “September 2008 Complaint”) against the
Settling Defendants and Lehman Brothers, Inc. (“Lehman”). On November 13, 2008, the Court ordered further proceedings against
Lehman stayed pursuant to the automatic stay provision of the Bankruptcy Code. On January 12, 2009, the Settling Defendants filed
motions to dismiss the September 2008 Complaint. By order and opinion dated July 16, 2009 the Court dismissed all claims against the
Settling Defendants, and gave Lead Plaintiffs twenty days to request leave to amend.
On September 11, 2009, the Court denied Lead Plaintiffs’ motion for leave to amend the September 2008 Complaint and entered final
judgment for the Settling Defendants. On September 18, 2009 Lead Plaintiffs timely appealed the Court’s orders dismissing the
September 2008 Complaint and denying Lead Plaintiffs’ motion for leave to amend. The parties fully briefed Lead Plaintiffs’ appeal to
the United States Court of Appeals for the Second Circuit and oral argument was held on July 15, 2010. On September 14, 2010, the
Second Circuit affirmed in part, vacated in part the Court’s rulings, and remanded the Litigation to the Court for proceedings consistent
with its opinion.
QUESTIONS? PLEASE CALL 866-217-4456 OR OUTSIDE U.S. AND CANADA CALL 1-414-961-6520 OR VISIT WWW.MFGLOBALSETTLEMENT.COM
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On September 27, 2010, the Court granted Lead Plaintiffs’ request to file an amended complaint consistent with the Second Circuit’s
opinion. On November 5, 2010, Lead Plaintiffs filed the operative complaint in this Litigation against the Settling Defendants, the First
Amended Consolidated Class Action Complaint (the “Complaint”).
On December 15, 2010 and December 21, 2010, the Settling Parties participated in mediation sessions with former United States District
Court Judge Layn R. Phillips (“Judge Phillips”) to assist them in exploring a potential negotiated resolution of the claims against the
Settling Defendants. The first mediation resulted in an extended effort to settle the case and was followed by numerous discussions
between Judge Phillips and the Settling Parties in the week between the mediation sessions. This Settlement was reached after the second
mediation, when the Settling Parties agreed to a mediator’s recommendation issued by Judge Phillips to the Settling Parties.
The Settling Parties entered into the Stipulation and Agreement of Settlement (the “Stipulation”) on August 10, 2011.
On August 15, 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.
The Settling Defendants deny the claims and contentions alleged by Lead Plaintiffs in this Litigation, deny any liability whatsoever, and
maintain that they have meritorious defenses to all claims that were raised or could have been raised in the Litigation.
3. Why is this a class action?
In a class action, one or more people called class representatives (in this case Lead Plaintiffs on behalf of the Class) sue on behalf of
people or entities, known as “Class Members,” who have similar claims. A class action allows one court to resolve in a single case many
similar claims that, if brought separately by individuals, might be so small that they would not be economical to litigate and thus would
never be brought. One court resolves the issues for all class members, except for those who exclude themselves, or “opt out,” from the
Class (see page 7 below).
4. Why is there a settlement?
The Court did not decide in favor of Lead Plaintiffs or the Settling Defendants. The Settlement will end all the claims against the Settling
Defendants in the Litigation and avoid the uncertainties and costs of further litigation and any future trial. Affected investors will be
eligible to get compensation immediately, rather than after the time it would take to resolve future motions to dismiss, conduct additional
discovery, have a trial and exhaust all appeals.
The Settlement was reached after three years of hard-fought litigation. Lead Plaintiffs, through Plaintiffs’ Counsel, conducted an
extensive investigation of the claims and underlying events and transactions relating to the Litigation. This investigation included, among
other things, reviewing and analyzing: (i) a grand jury’s indictment of MF Global’s broker who had engaged in the trading, as well as
investigative findings by the Chicago Board of Trade and the Commodity Futures Trading Commission; (ii) MF Global’s filings with the
Securities and Exchange Commission (the “SEC”); and (iii) securities analysts’ reports, public statements, media reports, and court
records. Plaintiffs’ Counsel also located and interviewed numerous confidential witnesses. Plaintiffs’ Counsel also consulted with an
experienced damages expert. The process was further informed by Lead Plaintiffs’ briefing and successful appeal of the dismissal of the
September 2008 Complaint. Finally, Plaintiffs’ Counsel and Lead Plaintiffs participated in protracted and hard-fought arm’s-length
negotiations and mediations before an experienced mediator prior to entering into the Settlement.
The Settling Defendants deny all allegations of liability contained in the Complaint and deny that they are liable to the Class.
The Settlement should not be seen as an admission or concession on the part of the Settling Defendants about any of the claims, their fault
or liability for damages.
WHO IS IN THE SETTLEMENT
5. How do I know if I am part of the Settlement?
The Court determined, for the purposes of the Settlement only, that everyone who fits the following description, and is not excluded by
definition from the Class (see Question 6 below), is a member of the Class, or a “Class Member,” unless they take steps to exclude
themselves:
any person or entity, including their legal representatives, heirs, successors or assigns, who purchased or otherwise
acquired MF Global common stock pursuant or traceable to the Registration Statement and Prospectus issued in
connection with the Company’s IPO on or about July 19, 2007, and was damaged thereby.
Receipt of this Notice does not mean that you are a Class Member. Please check your records or contact your broker to see if you
purchased or otherwise acquired MF Global common stock issued in the IPO as described above.
6. Are there exceptions to being included in the Class?
There are some people who are excluded from the Class by definition. Excluded from the Class are the Settling Defendants; Lehman; the
officers and directors of the Company, of Man Group, of Man U.K., of the Underwriter Defendants and of Lehman at all relevant times;
members of their immediate families and their legal representatives, heirs, successors or assigns; and any entity in which any Settling
Defendant or Lehman has or had a majority interest.
Also excluded from the Class are any proposed Class Members who properly exclude themselves by filing a valid and timely request for
exclusion in accordance with the requirements set forth in this Notice.
If you do not want to be a Class Member - for example if you want to continue with or bring your own lawsuit against the Settling
Defendants at your own expense for the claims that are being released as part of the Settlement - you must exclude yourself by submitting
a request for exclusion in accordance with the requirements explained below.

QUESTIONS? PLEASE CALL 866-217-4456 OR OUTSIDE U.S. AND CANADA CALL 1-414-961-6520 OR VISIT WWW.MFGLOBALSETTLEMENT.COM
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You are a Class Member only if you (or your broker on your behalf) directly purchased or otherwise acquired MF Global common stock
pursuant or traceable to the Registration Statement and Prospectus issued in connection with the IPO, or if you are a legal representative,
heir, successor or assign of someone who did so.
7. What if I am still not sure if I am included?
If you are still not sure whether you are included, you can ask for free help by writing to or calling the Claims Administrator:
Rubin v. MF Global, Ltd., et al., Claims Administrator, c/o A.B. Data, Ltd., PO Box 170500, Milwaukee, WI 53217-8042; within
the U.S. and Canada: 866-217-4456, or outside the U.S. and Canada: 1-414-961-6520; www.MFGlobalSettlement.com. Or you can
fill out and return the Proof of Claim and Release form (“Proof of Claim”) described on page 5, in Question 10, to see if you
qualify.
THE SETTLEMENT BENEFITS—WHAT YOU MAY RECEIVE
8. What does the Settlement provide?
In the Settlement, MF Global and Man Group have agreed to pay or cause to be paid $90,000,000 in cash, which will be
deposited in an interest-bearing escrow account for the benefit of the Class (the “Settlement Fund”). The Settlement Fund will
be divided, after deduction of Court-awarded attorneys’ fees and expenses, settlement administration costs and any applicable
taxes, among all Class Members who timely submit valid Proofs of Claim that are accepted for payment by the Court
(“Authorized Claimants”).
9. How much will my payment be?
The Plan of Allocation, discussed on pages 9–11 below, explains how claimants’ “Recognized Losses” will be calculated. Your share of
the Net Settlement Fund will depend on several things, including: (i) the quantity of MF Global common stock you bought; (ii) how much
you paid for the common stock; (iii) when you bought it; (iv) whether or when you sold it (and, if so, for how much you sold it); and
(v) the amount of Recognized Losses of other Authorized Claimants.
It is unlikely that you will get a payment for your entire Recognized Loss, given the number of potential Class Members. After all Class
Members have sent in their Proofs of Claim, the payment any Authorized Claimant will get will be their pro rata share of the Net
Settlement Fund. An Authorized Claimant’s share will be his, her or its Recognized Loss divided by the total of all Authorized Claimants’
Recognized Losses and then multiplied by the total amount in the Net Settlement Fund. See the Plan of Allocation beginning on page 9
for more information.
Once all the Proofs of Claim are processed and claims are calculated, Plaintiffs’ Counsel, without further notice to the Class, will apply to
the Court for an order authorizing distribution of the Net Settlement Fund to the Authorized Claimants. Plaintiffs’ Counsel will also ask
the Court to approve payment of the Claims Administrator’s fees and expenses incurred in connection with administering the Settlement
that have not already been reimbursed.
HOW YOU GET A PAYMENT—SUBMITTING A PROOF OF CLAIM
10. How can I get a payment?
To qualify for a payment, you must timely send in a valid Proof of Claim with supporting documents (DO NOT SEND ORIGINALS of
your supporting documents). A Proof of Claim is enclosed with this Notice. You may also get copies of the Proof of Claim on the
Internet at the websites for the Claims Administrator: www.MFGlobalSettlement.com, or Lead Counsel: www.barrack.com, or
www.cohenmilstein.com. Please read the instructions carefully, fill out the Proof of Claim, include all the documents the form asks for,
sign it, and mail it to the Claims Administrator by First-Class Mail, postmarked on or before December 27, 2011. The Claims
Administrator needs all of the information requested in the Proof of Claim in order to determine if you are eligible to receive a
distribution from the Net Settlement Fund.
11. When would I get my payment?
The Court will hold a hearing on November 18, 2011 at 1:30 p.m., to decide whether to, among other things, approve the Settlement and
the proposed Plan of Allocation. All Proofs of Claim must be submitted to the Claims Administrator, postmarked on or before
December 27, 2011. If the Court approves the Settlement, there may still be appeals which would delay payment, perhaps for more than a
year. It also takes time for all the Proofs of Claim to be processed. Please be patient.
12. What am I giving up by staying in the Class?
Unless you exclude yourself, you will stay in the Class, which means that as of the date that the Settlement becomes effective under the
terms of the Stipulation (the “Effective Date”), you will forever give up and release all “Released Claims” (as defined below) against the
“Released Defendant Parties” (as defined below). You will not in the future be able to bring a case asserting any Released Claim against
the Released Defendant Parties.
(a) “Released Claims” means all claims, rights and causes of action, controversies, duties, obligations, demands, actions, debts, sums
of money, suits, contracts, agreements, promises, damages, judgments, and liabilities of every nature and description, whether
known or Unknown (as defined below), suspected or unsuspected, fixed or contingent, accrued or unaccrued, liquidated or
unliquidated, matured or unmatured, hidden or concealed, arising under the laws, regulations or common law of the United States
of America, any state or political subdivision thereof, or any foreign country or jurisdiction, in law or in equity, whether direct,
derivative, individual, class or of any other description asserted or that could have been asserted by any Lead Plaintiff, any other
Class Member or any other Released Plaintiff Party (as defined below), or their heirs, agents, executors, administrators, trustees,
beneficiaries, predecessors, successors or assigns, that arise out of, are based upon, involve, or relate in any way to any of the
allegations, transactions, facts, circumstances, situations, events, matters, occurrences, representations, acts, or omissions that
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were or could have been involved, set forth, or referred to in the Litigation, including in the complaints filed in the Litigation
(the “Asserted and Unasserted Claims”), or that relate directly or indirectly to Asserted and Unasserted Claims in connection with
the purchase, other acquisition, sale or holding of MF Global common stock pursuant or traceable to the Registration Statement
and Prospectus issued in connection with the Company’s IPO. Released Claims do not include: (i) claims to enforce the
Settlement; or (ii) any governmental or regulatory agency’s claims asserted in any criminal or civil action against any of the
Settling Defendants in its law or regulatory enforcement capacity that is not based on such governmental entity’s or agency’s own
purchase, other acquisition, sale or holding of MF Global common stock, or its acquisition of the claims or rights of any member
of the Class.
(b) “Released Defendants’ Claims” means all claims, rights and causes of action, controversies, duties, obligations, demands, actions,
debts, sums of money, suits, contracts, agreements, promises, damages, judgments, and liabilities of every nature and description,
whether known or Unknown (as defined below), suspected or unsuspected, fixed or contingent, accrued or unaccrued, liquidated
or unliquidated, matured or unmatured, hidden or concealed, arising under the laws, regulations or common law of the United
States of America, any state or political subdivision thereof, or any foreign country or jurisdiction, in law or in equity, whether
direct, derivative, individual, class or of any other description, that the Settling Defendants or any Released Defendant Party
(except for Lehman and its respective Released Defendant Parties), or their heirs, agents, executors, administrators, trustees,
beneficiaries, predecessors, successors or assigns asserted, or could have asserted, against any of the Released Plaintiff Parties
that arise out of, are based upon, involve, or relate in any way to the commencement, prosecution, settlement or resolution of the
Litigation (other than claims to enforce the Settlement).
(c) “Released Defendant Parties” means the Settling Defendants and Lehman and their respective current or former parents, subsidiaries
and affiliates and their respective trustees, officers, directors, principals, employees, agents, partners, insurers, reinsurers, experts,
investigators, auditors, accountants, creditors, administrators, estates, legal representatives, heirs, attorneys, predecessors, successors
or assigns, parents, subsidiaries, divisions, joint ventures, general or limited partners or partnerships, limited liability companies and
any trust of which any Individual Defendant is the settlor or which is for the benefit of their immediate family members.
(d) “Released Plaintiff Parties” means each and every Lead Plaintiff, Class Member and Plaintiffs’ Counsel, and their respective current
or former parents, subsidiaries and affiliates and their respective trustees, officers, directors, principals, employees, agents, partners,
insurers, reinsurers, experts, investigators, auditors, accountants, creditors, administrators, estates, legal representatives, heirs,
attorneys, predecessors, successors or assigns, parents, subsidiaries, divisions, joint ventures, general or limited partners or
partnerships, limited liability companies and any trust of which any Lead Plaintiff, Class Member, or Plaintiffs’ Counsel is the settlor
or which is for the benefit of their immediate family members.
(e) “Unknown Claims” means any and all Released Claims, which any Lead Plaintiff, any other Class Member or any other Released
Plaintiff Party does not know or suspect to exist in his, her or its favor at the time of the release of the Released Defendant Parties,
and any Released Defendants’ Claims that any Settling Defendant or any other Released Defendant Party (except for Lehman and
its respective Released Defendant Parties) does not know or suspect to exist in his, her or its favor at the time of the release of the
Released Plaintiff Parties, which if known by him, her or it might have affected his, her or its decision(s) with respect to the
Settlement. With respect to any and all Released Claims and Released Defendants’ Claims, the Settling Parties stipulate and
agree that, upon the Effective Date, Lead Plaintiffs and the Settling Defendants shall expressly, and each other Class Member,
Released Plaintiff Party and Released Defendant Party (except for Lehman and its respective Released Defendant Parties) shall be
deemed to have, and by operation of the Judgment shall have, expressly waived and relinquished 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, which is similar,
comparable, or equivalent to Cal. Civ. Code § 1542, which provides:
A general release does not extend to claims which the creditor does not know 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 her settlement with the debtor.
Lead Plaintiffs, the other Class Members, the other Released Plaintiff Parties, the Settling Defendants or the other Released
Defendant Parties (except for Lehman and its respective Released Defendant Parties) 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 and the Released Defendants’ Claims, but Lead Plaintiffs and the Settling Defendants shall expressly, fully, finally and
forever settle and release, and each other Class Member, Released Plaintiff Party and Released Defendant Party (except for
Lehman and its respective Released Defendant Parties) shall be deemed to have settled and released, and upon the Effective Date
and by operation of the Judgment shall have settled and released, fully, finally, and forever, any and all Released Claims and
Released Defendants’ Claims as applicable, without regard to the subsequent discovery or existence of such different or
additional facts. Lead Plaintiffs and the Settling Defendants acknowledge, and other Class Members by operation of law shall be
deemed to have acknowledged, that the inclusion of “Unknown Claims” in the definition of Released Claims and Released
Defendants’ Claims was separately bargained for and was a key element of the Settlement.
EXCLUDING YOURSELF FROM THE SETTLEMENT
If you want to keep any right you may have to sue or continue to sue the Released Defendant Parties on your own about the Released
Claims, then you must take steps to exclude yourself from the Class. Excluding yourself is known as “opting out” of the Class.
The Settling Defendants may withdraw from and terminate the Settlement if potential Class Members who purchased in excess of a certain
amount of MF Global common stock opt out from the Class.
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13. How do I “opt out” (exclude myself) from the proposed Settlement?
To “opt out” (exclude yourself) from the Class, you must deliver or mail a signed letter by First-Class Mail stating that you “request exclusion from
the Class in Rubin v. MF Global, Ltd., et al., No. 08-Civ-02233-VM (S.D.N.Y.).” Your letter must state the date(s), price(s) and number of shares
of all your purchases, acquisitions and sales of MF Global common stock pursuant or traceable to the IPO. This information is needed to determine
whether you are a Class Member. In addition, you must include your name, address, telephone number, and your signature. You must submit your
request for exclusion addressed to Rubin v. MF Global, Ltd., et al., Claims Administrator, EXCLUSIONS, c/o A.B. Data, Ltd., PO Box 170500,
Milwaukee, WI 53217-8042. The request for exclusion must be received on or before October 28, 2011, or 21 days before the Settlement
Hearing, whichever is later. You cannot exclude yourself or opt out by telephone or by email. Your request for exclusion must comply with
these requirements in order to be valid. If you are excluded, you will not be eligible to get any payment from the Settlement proceeds and you
cannot object to the Settlement, the proposed Plan of Allocation or the application for attorneys’ fees and reimbursement of expenses.
14. If I do not exclude myself, can I sue the Settling Defendants and the other Released Defendant Parties for the same thing later?
No. Unless you exclude yourself, you give up any rights you may have to sue the Settling Defendants and the other Released Defendant Parties for
all Released Claims. If you have a pending lawsuit, speak to your lawyer in that case immediately. You must exclude yourself from this Class to
continue your own lawsuit. Remember, the exclusion deadline is October 28, 2011, or 21 days before the Settlement Hearing, whichever is later.
15. If I exclude myself, can I get money from the proposed Settlement?
No. If you exclude yourself, do not send in a Proof of Claim to ask for any money. But, you may exercise any right you may have to sue,
continue to sue or be part of a different lawsuit against the Settling Defendants and the other Released Defendant Parties.
THE LAWYERS REPRESENTING YOU
16. Do I have a lawyer in this case?
The law firms of Barrack Rodos & Bacine and Cohen Milstein Sellers & Toll PLLC were appointed to represent all Class Members.
These lawyers are called Lead Counsel. There is also additional counsel for Lead Plaintiff State-Boston Retirement System, Labaton
Sucharow LLP (together with Lead Counsel, “Plaintiffs’ Counsel”). You will not be separately charged for these lawyers. The Court will
determine the amount of Plaintiffs’ Counsel’s fees and expenses. Any fees and expenses awarded by the Court will be paid from the
Settlement Fund. If you want to be represented by your own lawyer, you may hire one at your own expense.
17. How will the lawyers be paid?
Plaintiffs’ Counsel has not received any payment for their services in pursuing the claims against the Settling Defendants on behalf of the
Class, nor have they been reimbursed for their litigation expenses. At the Settlement Hearing described below, or at such other time as the
Court may order, Plaintiffs’ Counsel will ask the Court to award them, from the Settlement Fund, attorneys’ fees of no more than 21% of
the Settlement Fund, plus interest from the date of funding at the same rate as earned by the Settlement Fund, and to reimburse them for
their litigation expenses, such as the cost of experts, that they have incurred in pursuing the Litigation. The request for reimbursement of
expenses will not exceed $350,000, plus interest on the expenses from the date of funding at the same rate earned by the Settlement Fund.
Plaintiffs’ Counsel’s overall request for reimbursement of litigation expenses may include a request for an award to Lead Plaintiffs for
reimbursement of their reasonable costs and expenses, in an amount that will not exceed $25,000, directly related to their representation of
the Class, pursuant to the Private Securities Litigation Reform Act of 1995.
OBJECTING TO THE SETTLEMENT
18. How do I tell the Court that I do not like something about the proposed Settlement?
If you are a Class Member and do not “opt out,” you can object to any part of the Settlement, the proposed Plan of Allocation, and/or the
application by Plaintiffs’ Counsel for attorneys’ fees and reimbursement of expenses. You must write to the Court setting out your
objection, giving reasons why you think the Court should not approve any part or all of the Settlement.
To object, you must send a signed letter stating that you object to the proposed Settlement in the case known as: Rubin v. MF Global, Ltd.,
et al., No. 08-Civ-02233-VM (S.D.N.Y.). You must include your name, address, telephone number and your signature; identify the
date(s), price(s) and number of shares of all purchases, acquisitions and sales of MF Global common stock pursuant or traceable to the
IPO; and state the reasons why you object to the Settlement. This information is needed to demonstrate your membership in the Class.
Unless otherwise ordered by the Court, any Class Member who does not object in the manner described in this Notice will be deemed to
have waived any objection and will not be able to make any objection to the Settlement, the proposed Plan of Allocation, and/or the
application for attorneys’ fees and reimbursement of expenses in the future.
Your objection must be filed with the United States District Court for the Southern District of New York by hand or by mail such that it is
received on or before October 28, 2011, or 21 days before the Settlement Hearing, whichever is later at the address set forth below.
You must also serve the papers on Lead Counsel and Settling Defendants’ Counsel at the addresses set forth below so that the papers are
received on or before October 28, 2011, or 21 days before the Settlement Hearing, whichever is later.

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COURT:
CLERK OF THE COURT
United States District Court for the Southern District of New York
Daniel Patrick Moynihan United States Courthouse
500 Pearl Street
New York, NY 10007-1312
DESIGNATED COUNSEL FOR SETTLING DEFENDANTS:
WACHTELL, LIPTON, ROSEN & KATZ
David B. Anders
51 West 52nd Street
New York, NY 10019-6150

LEAD COUNSEL:
BARRACK, RODOS & BACINE
Mark R. Rosen
Leslie B. Molder
Two Commerce Square, Suite 3300
2001 Market Street
Philadelphia, PA 19103
COHEN MILSTEIN SELLERS & TOLL PLLC
Carol V. Gilden
190 S. LaSalle Street, Suite 1705
Chicago, IL 60603

19. What is the difference between objecting and requesting exclusion?
Objecting is simply telling the Court that you do not like something about the proposed Settlement. You can still recover from the
Settlement. You can object only if you stay in the Class. Excluding yourself is telling the Court that you do not want to be part of the
Class. If you exclude yourself, you have no basis to object because the case no longer affects you.
THE COURT’S SETTLEMENT HEARING
20. When and where will the Court decide whether to approve the proposed Settlement?
The Court will hold a Settlement Hearing at 1:30 p.m. on November 18, 2011, in Courtroom 20B of the United States District Court for
the Southern District of New York, Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, NY 10007-1312. At
this hearing, the Court will consider whether the Settlement is fair, reasonable and adequate. The Court also will consider the proposed
Plan of Allocation for the proceeds of the Settlement and the applications for attorneys’ fees and reimbursement of expenses. The Court
will take into consideration any written objections filed in accordance with the instructions set out above in the answer to Question 18. We
do not know how long it will take the Court to make these decisions.
You should also be aware that the Court may change the date and time of the Settlement Hearing without another notice being sent to
Class Members. If you want to come to the hearing, you should check with Lead Counsel before coming to be sure that the date and/or
time has not changed.
21. Do I have to come to the hearing?
No. Lead Counsel will answer any questions the Court may have. But, you are welcome to come at your own expense. If you validly
submit an objection, it will be considered by the Court. You do not have to come to Court to talk about it.
22. May I speak at the hearing and submit additional evidence?
If you file an objection, you may ask the Court for permission to speak at the Settlement Hearing. To do so, you must include with your
objection (see Question 18 above) a statement that it is your “notice of intention to appear in Rubin v. MF Global, et al.,
No. 08-Civ-02233-VM (S.D.N.Y.).” Persons who object and want to present evidence at the Settlement Hearing must also include in their
written objection the identity of any witness they may call to testify and exhibits they intend to introduce at the Settlement Hearing. You
cannot speak at the hearing if you excluded yourself from the Class or if you have not provided written notice of your intention to speak at
the Settlement Hearing according to the procedures described above and in the answer to Question 18.
IF YOU DO NOTHING
23. What happens if I do nothing at all?
If you do nothing, you will get no money from this Settlement and you will not be able to start a lawsuit, continue with a lawsuit, or be
part of any other lawsuit against the Settling Defendants and the Released Defendant Parties about the Released Claims in this case. To be
eligible to share in the Net Settlement Fund you must submit a Proof of Claim (see Question 10). To start, continue or be a part of any
other lawsuit against the Settling Defendants and the other Released Defendant Parties about the Released Claims in this case you must
exclude yourself from this Class (see Question 13).
GETTING MORE INFORMATION
24. Are there more details about the proposed Settlement and the lawsuit?
This Notice summarizes the proposed Settlement. More details are in the Stipulation and Agreement of Settlement, dated as of
August 10, 2011 (the “Stipulation”). You may review the Stipulation filed with the Court and all documents filed in the Litigation during
business hours at the Office of 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, NY 10007-1312.
You also can call the Claims Administrator within the U.S. and Canada: 866-217-4456, or outside the U.S. and Canada call: 1-414-961-6520;
call Lead Counsel: Barrack Rodos & Bacine at 215-963-0600 or Cohen Milstein Sellers & Toll PLLC at 312-357-0370; write to Rubin v.
MF Global, Ltd., et al., Claims Administrator, c/o A.B. Data, Ltd., PO Box 170500, Milwaukee, WI 53217-8042; or visit the websites
www.MFGlobalSettlement.com, www.barrack.com, or www.cohenmilstein.com, where you can download copies of this Notice and the Proof
of Claim. Please Do Not Call the Court or MF Global with Questions About the Settlement.

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PLAN OF ALLOCATION OF NET SETTLEMENT FUND AMONG CLASS MEMBERS
I. GENERAL PROVISIONS
The Net Settlement Fund shall be distributed to each Class Member who timely submits a valid Proof of Claim to the Claims
Administrator that is accepted for payment by the Court (“Authorized Claimant”). The Net Settlement Fund will not be distributed to
Authorized Claimants until the Court has approved the Settlement and a plan of allocation, and the time for any petition for rehearing,
appeal or review, whether by certiorari or otherwise, of the order(s) approving the Settlement and the plan of allocation has expired.
Unless the Settlement is terminated pursuant to paragraph 42 of the Stipulation, the Settling Defendants are not entitled to get back any
portion of the Settlement Fund once the Effective Date of the Settlement has occurred. The Settling Defendants shall not have any
liability, obligation or responsibility for the administration of the Settlement or disbursement of the Net Settlement Fund or the plan of
allocation.
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.
The Plan of Allocation set forth herein is the plan that is being proposed by Lead Plaintiffs and Lead Counsel 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.MFGlobalSettlement.com.
Payment pursuant to the Plan of Allocation approved by the Court shall be final and conclusive against all Class Members. No person
shall have any claim of any kind against the Released Defendant Parties or their counsel with respect to the administration of the
settlement, including the plan of allocation. No person shall have any claim against Lead Plaintiffs, Plaintiffs’ Counsel, or the Claims
Administrator or other agent designated by Plaintiffs’ Counsel arising from distributions made substantially in accordance with the
Stipulation, the Plan of Allocation, or further orders of the Court. Lead Plaintiffs, the Settling Defendants, their respective counsel, Lead
Plaintiffs’ damages expert, and all other Released Parties shall have no responsibility or liability whatsoever for the investment or
distribution of the Settlement Fund consistent with the terms of the Stipulation, the Plan of Allocation, or the determination,
administration, calculation, or payment of any Claim Form or nonperformance of the Claims Administrator, the payment or withholding of
taxes owed by the Settlement Fund, or any losses incurred in connection therewith.
A “Recognized Loss” will be calculated as described in Section II below for each purchase or other acquisition of MF Global common
stock that is listed in the Claim Form, and for which adequate documentation is provided. The calculation of Recognized Loss will depend
upon several factors, including (i) when the common stock was purchased or otherwise acquired and (ii) when the common stock was sold.
The Recognized Loss formula set forth below is not intended to be an estimate of the amount that a Class Member might have been able to
recover after a trial, nor is it an estimate of the amount that will be paid to Authorized Claimants pursuant to the Settlement.
The Recognized Loss formula is the basis upon which the Net Settlement Fund will be proportionately allocated to the Authorized
Claimants.
The objective of the Plan of Allocation is to equitably distribute the Settlement proceeds to those Class Members who suffered economic losses
as a result of the alleged misrepresentations and omissions of the Settling Defendants, as opposed to losses caused by market or industry factors
or other Company-specific factors. Recognized Loss amounts are based on the level of alleged artificial inflation in the price of MF Global’s
common stock at the time of purchase or other acquisition. The Plan of Allocation reflects Lead Plaintiffs’ determination of potentially
recoverable losses based on Lead Plaintiffs’ consulting damages expert’s analysis. Lead Plaintiffs’ expert’s analysis included a review of
publicly available information regarding MF Global and statistical analyses of the price movements of MF Global’s common stock.
II. RECOGNIZED LOSS FORMULA
(i) The proceeds of the settlement will be distributed to Authorized Claimants in accordance with this Plan of Allocation (the “Plan”)
or as otherwise ordered by the Court. The amount to be distributed to Authorized Claimants will be determined as follows: first,
the expenses of the litigation (including taxes, approved costs and fees) will be deducted from the $90 million Settlement Amount
to arrive at the Net Settlement Fund. The Net Settlement Fund plus the interest earned thereon shall be distributed to members of
the Class who timely submit valid Proof of Claim forms (“Authorized Claimants”).
(ii) For purposes of determining the amount an Authorized Claimant may recover under the Plan, Lead Counsel conferred with a
damages consultant, who prepared the Plan in order to provide an economically reasonable and equitable basis for distributing the
Net Settlement Fund among Authorized Claimants.
(iii) An Authorized Claimant’s pro rata share of the Net Settlement Fund will be determined based upon the Authorized Claimant’s
“Recognized Loss” (as described below in paragraph (v)).
(iv) General Provision: Subject to Court approval or modification without further notice, an Authorized Claimant’s Recognized Loss
will be calculated in accordance with the following general provision:
a) To the extent there are sufficient funds in the Net Settlement Fund, each Authorized Claimant will receive an amount equal
to the Authorized Claimant’s Recognized Loss, as defined below.
(i) If, however, the amount in the Net Settlement Fund is not sufficient to permit payment of the total Recognized Loss of
each Authorized Claimant, then each Authorized Claimant shall be paid the percentage of the Net Settlement Fund that
each Authorized Claimant’s Recognized Loss bears to the total of the Recognized Losses of all Authorized Claimants
(“pro rata share”). Payment in this manner shall be deemed conclusive against all Authorized Claimants.
(ii) In light of the costs of administering and paying very small claims, no payment will be made to any Authorized Claimant
if the payment to that Claimant would be less than $10.00. The calculation of the pro rata share distribution amounts
will not include such claims.
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b) The Claims Administrator shall determine each Authorized Claimant’s pro rata share of the Net Settlement Fund based on
the per share calculations below, multiplied by the number of shares purchased or otherwise acquired by each Authorized
Claimant (“Recognized Loss Formula”).
c) The Recognized Loss Formula is not intended to be an estimate of the amount that an Authorized Claimant might have been
able to recover after a trial, nor is it an estimate of the amount that will be paid to Authorized Claimants pursuant to the
Settlement. The Recognized Loss Formula is the basis upon which the Net Settlement Fund will be proportionately allocated
to the Authorized Claimants.
d) To calculate a Claimant’s Recognized Loss, sales of MF Global stock during the period from and including July 19, 2007
through March 6, 2008 (the “Relevant Period”) will be matched to earlier purchases that were made during the Relevant
Period, in chronological order, on a first-in, first-out basis.
e) Any person or entity that sold MF Global common stock “short” shall have no Recognized Loss with respect to purchases
during the Relevant Period to cover short sales. Claimants must identify all short sales and purchases to cover short sales on
the Claimant’s Proof of Claim and Release form.
f) The price per share, purchased or sold, shall be exclusive of all commissions, taxes and fees. The purchase or sale date of
any MF Global stock is the trade date, not the settlement date.
g) The Recognized Loss for common stock is based on the per share amounts of alleged artificial inflation present in
MF Global’s stock price from July 19, 2007 through March 6, 2008.
(v) An Authorized Claimant’s Recognized Loss will be calculated as follows:
a) For shares of MF Global common stock purchased or otherwise acquired during the Relevant Period, and sold before
February 28, 2008, the Recognized Loss per share is $0.00.
b) For shares of MF Global common stock purchased or otherwise acquired during the Relevant Period, and sold on or after
February 28, 2008 and before March 6, 2008 (the lawsuit filing date), the Recognized Loss per share is the lesser of (but not
less than zero): (i) the purchase price minus the sale price; or (ii) $30 minus the sale price.
c) For shares of MF Global common stock purchased or otherwise acquired during the Relevant Period, and still held on
March 6, 2008, the Recognized Loss per share is the lesser of (i) the purchase price minus $18.39; or (ii) $11.61.
III. ADDITIONAL PROVISIONS
If a Class Member has more than one purchase/acquisition or sale of MF Global common stock, all purchases/acquisitions and sales shall
be matched on a First In, First Out (“FIFO”) basis. Sales will be matched against purchases/acquisitions in chronological order, beginning
with the earliest purchase/acquisition. Purchases or acquisitions and sales of MF Global common stock shall be deemed to have occurred
on the “contract” or “trade” date as opposed to the “settlement” or “payment” date. The receipt or grant by gift, inheritance or operation of
law of MF Global common stock shall not be deemed a purchase, acquisition or sale of these shares of MF Global common stock for the
calculation of an Authorized Claimant’s Recognized Loss for these shares nor shall the receipt or grant be deemed an assignment of any
claim relating to the purchase/acquisition of such MF Global common stock unless: (i) the donor or decedent purchased or otherwise
acquired such shares of MF Global common stock during the Relevant Period; (ii) no Claim Form was submitted by or on behalf of the
donor, on behalf of the decedent, or by anyone else with respect to such MF Global common stock; and (iii) the assignment is specifically
provided for in the instrument of gift or assignment.
The date of covering a “short sale” is deemed to be the date of purchase or other acquisition of MF Global common stock. The date of a
“short sale” is deemed to be the date of sale of MF Global common stock. The Recognized Loss for “short sales” is zero. In the event that
there is an opening short position in MF Global common stock, the earliest Relevant Period purchases shall be matched against such
opening short position, and not be matched against sales, until that short position is fully covered.
To the extent a Claimant had a market gain from his, her, or its overall transactions in MF Global common stock during the Relevant
Period, the value of the claim will be zero. Such Claimants will, in any event, be bound by the Settlement. To the extent that a Claimant
suffered an overall market loss on his, her, or its overall transactions in MF Global common stock during the Relevant Period, but that
market loss was less than the total Recognized Loss calculated above, then the Claimant’s Recognized Loss shall be limited to the amount
of the actual market loss.
Each Authorized Claimant shall recover his, her, or its pro rata share of the Net Settlement Fund. If the prorated share calculates to less
than $10.00, it will be removed from the calculation and it will not be paid.
Distributions will be made to Authorized Claimants after all claims have been processed and after the Court has finally approved the
Settlement. Following an initial distribution of the Net Settlement Fund, if Plaintiffs’ Counsel, in consultation with the Claims
Administrator, determines that it is cost-effective to do so, the Claims Administrator will conduct a redistribution of any funds remaining
in the Net Settlement Fund by reason of returned or uncashed checks or otherwise, to Authorized Claimants who have cashed their initial
distribution checks and who would receive at least $10.00 on such redistribution based on their Recognized Losses, after payment from the
Net Settlement Fund of any unpaid costs or fees incurred in administering the funds, including for such redistribution. Additional
redistributions may occur thereafter to Authorized Claimants if Plaintiffs’ Counsel, in consultation with the Claims Administrator,
determines that additional redistribution is cost-effective. At such time as it is determined that the redistribution of funds remaining in the
Net Settlement Fund is not cost-effective, the remaining balance of the Net Settlement Fund shall be contributed to a non-sectarian,
§ 501(c)(3) not-for-profit organization.
Each Claimant shall be deemed to have submitted to the jurisdiction of the United States District Court for the Southern District of
New York with respect to his, her or its Claim Form.
QUESTIONS? PLEASE CALL 866-217-4456 OR OUTSIDE U.S. AND CANADA CALL 1-414-961-6520 OR VISIT WWW.MFGLOBALSETTLEMENT.COM
Page 10 of 11

SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES
25. What if I bought shares of MF Global common stock on someone else’s behalf?
If you purchased or otherwise acquired MF Global Common stock (NYSE: MF) pursuant or traceable to the IPO for the beneficial interest
of a person or organization other than yourself, the Court has directed that, WITHIN TEN (10) CALENDAR DAYS OF YOUR RECEIPT
OF THIS NOTICE, you either: (a) provide to the Claims Administrator the name and last known address of each person or organization
for whom or which you purchased or otherwise acquired MF Global common stock (preferably in an MS Excel, .CSV, or .TXT format),
setting forth (i) title/registration, (ii) street address, and (iii) city/state/zip; (b) provide computer-generated mailing labels; or (c) request
additional copies of this Notice and the Proof of Claim form, which will be provided to you free of charge, and within ten (10) calendar
days of receipt of such copies send them by First-Class Mail directly to the beneficial owners of those MF Global shares.
If you choose to follow alternative procedure (c), the Court has directed that, upon such mailing, you shall send a statement to the Claims
Administrator confirming that the mailing was made as directed. You are entitled to reimbursement from the Settlement Fund of your
reasonable expenses actually incurred in connection with the foregoing, including reimbursement of postage expenses and the cost of
ascertaining the names and addresses of beneficial owners. Those expenses will be paid after request and submission of appropriate
supporting documentation. All communications concerning the foregoing should be addressed to the Claims Administrator:
RUBIN V. MF GLOBAL, LTD., ET AL.
CLAIMS ADMINISTRATOR
ATTENTION: FULFILLMENT DEPARTMENT
c/o A.B. DATA, LTD.
3410 WEST HOPKINS STREET
PO BOX 170500
MILWAUKEE, WI 53217-8042
Phone within the U.S. and Canada: 866-561-6065; phone outside the U.S. and Canada: 1-414-961-4888
Fax: [phone]
[e-mail]
www.abdataclassaction.com
Dated: August 29, 2011
BY ORDER OF THE COURT
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

QUESTIONS? PLEASE CALL 866-217-4456 OR OUTSIDE U.S. AND CANADA CALL 1-414-961-6520 OR VISIT WWW.MFGLOBALSETTLEMENT.COM
Page 11 of 11

:
:
:
:
:
:
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PROOF OF CLAIM AND RELEASE

Case No. 08 Civ. 2233 (VM)

For Official Use Only

*MFGLOBAL*

First Name (Co–Beneficial Owner)
Contact Person (If Claimant Is Not an Individual)

Last Name (Co–Beneficial Owner)

Company/Other Entity (If Claimant Is Not an Individual)

QUESTIONS? PLEASE CALL 866-217-4456 OR OUTSIDE U.S. AND CANADA CALL 1-414-961-6520 OR VISIT WWW.MFGLOBALSETTLEMENT.COM
Page 1 of 7

Account Number (If Claimant Is Not an Individual)

Trust/Other Date (If Applicable)

First Name (Beneficial Owner)

Last Name (Beneficial Owner If Different From Claimant)

Record Owner’s Name (If Different From Beneficial Owner Listed Above, e.g., Trust, Nominee, Other, etc.)

First Name (Claimant)

PART I – CLAIMANT INFORMATION
Last Name (Claimant)

DO NOT MAIL OR DELIVER YOUR CLAIM FORM TO THE COURT, THE SETTLING PARTIES OR THEIR COUNSEL. ANY SUCH CLAIM WILL BE DEEMED NOT TO
HAVE BEEN SUBMITTED. SUBMIT YOUR CLAIM ONLY TO THE CLAIMS ADMINISTRATOR.

MAIL THIS FORM BY PREPAID, FIRST-CLASS MAIL, POSTMARKED NO LATER THAN DECEMBER 27, 2011. FAILURE TO SUBMIT YOUR CLAIM BY
DECEMBER 27, 2011 WILL SUBJECT YOUR CLAIM TO REJECTION AND PRECLUDE YOU FROM RECEIVING ANY MONEY IN CONNECTION WITH THE
SETTLEMENT OF THIS LITIGATION.

TO HAVE AN OPPORTUNITY TO RECEIVE A SHARE OF THE SETTLEMENT FUND, YOU MUST COMPLETE AND SIGN THIS PROOF OF CLAIM AND RELEASE
FORM, AND RETURN IT TO:
RUBIN V. MF GLOBAL, LTD., ET AL.
CLAIMS ADMINISTRATOR
c/o A.B. DATA, LTD.
PO BOX 170500
MILWAUKEE, WI 53217-8042

Defendants.

MF GLOBAL, LTD., et al.,

v.

Plaintiff,

MICHAEL RUBIN,

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

-

Foreign Country

Zip Code

Foreign Country

Zip Code

-

-

Check here if the claimant or beneficial owner is excluded from the Class.

QUESTIONS? PLEASE CALL 866-217-4456 OR OUTSIDE U.S. AND CANADA CALL 1-414-961-6520 OR VISIT WWW.MFGLOBALSETTLEMENT.COM
Page 2 of 7

2
The taxpayer identification number (TIN), consisting of a valid Social Security number (SSN) for individuals or employer identification number (EIN) for business entities, trusts, estates, etc., and telephone number of the
beneficial owner(s) may be used in verifying this claim.

□

Excluded from the Class are the Settling Defendants; Lehman; the officers and directors of the Company, of Man Group, of Man U.K., of the Underwriter Defendants and of Lehman
at all relevant times; members of their immediate families and their legal representatives, heirs, successors or assigns; and any entity in which any Settling Defendant or Lehman has or
had a majority interest. Also excluded from the Class are any proposed Class Members who properly exclude themselves by filing a valid and timely request for exclusion in
accordance with the requirements set forth in the Notice.

IDENTITY OF CLAIMANT (check only one): ○ Individual ○ Corporation ○ Joint Owners ○ Estate ○ Trust ○ Partnership ○ Private Pension Fund ○ Legal Representative ○ IRA,
Keogh, or other type of individual retirement plan (indicate type of plan, mailing address, and name of current custodian on separate sheet) ○ Other (specify, describe on separate sheet)

Email Address [An 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.]

)

(

(
)
Beneficial Owner’s Employer Identification Number or Social Security Number2

State

Telephone Number (Night)

Foreign Zip Code

Foreign Zip Code

State

Telephone Number (Day)

Foreign Province

City

Distribution Address Line 2 (If Applicable)

○ Check Here to Use Alternate Address for Distribution (Optional)
Distribution Address Line 1

Foreign Province

City

Address Line 2 (If Applicable)

Address Line 1

This Proof of Claim is directed to all persons or entities, including their legal representatives, heirs, successors or assigns, who purchased or otherwise acquired MF Global
common stock pursuant or traceable to the Registration Statement and Prospectus issued in connection with the Company’s IPO on or about July 19, 2007, and were damaged
thereby (the “Class”).

IF YOU ARE NOT A CLASS MEMBER OR IF YOU, OR SOMEONE ACTING ON YOUR BEHALF, FILED A REQUEST FOR EXCLUSION FROM THE CLASS, DO
NOT SUBMIT A PROOF OF CLAIM. YOU MAY NOT, DIRECTLY OR INDIRECTLY, PARTICIPATE IN THE SETTLEMENT IF YOU ARE NOT A CLASS MEMBER.
THUS, IF YOU FILE A VALID REQUEST FOR EXCLUSION IN A TIMELY MANNER, ANY PROOF OF CLAIM THAT YOU SUBMIT, OR THAT MAY BE
SUBMITTED ON YOUR BEHALF, WILL NOT BE ACCEPTED.

You may only participate in the distribution of the Net Settlement Fund if you are a member of the Class and if you complete and return this form as specified below. If you fail to
file a timely, properly addressed, and completed Claim Form, your claim may be rejected and you may be precluded from receiving any distribution from the Net Settlement Fund.

Submission of this Claim Form does not guarantee that you will share in the Net Settlement Fund. The distribution of the Net Settlement Fund will be governed by the Plan
of Allocation set forth in the Notice, if approved by the Court, or such other plan of allocation as the Court approves.

Use Part III of this Claim Form entitled “SCHEDULE OF TRANSACTIONS IN MF GLOBAL COMMON STOCK” to supply all required details of your transaction(s) in
MF Global common stock. On the schedule, provide all the requested information with respect to all purchases, acquisitions, free receipts, sales, transfers, and free deliveries of
MF Global common stock pursuant or traceable to the Registration Statement and Prospectus issued in connection with the Company’s IPO.

You are required to submit genuine and sufficient documentation for all your transactions in and holdings of MF Global common stock as set forth in the Schedule of Transactions
in Part III. Documentation may consist of copies of brokerage confirmations or monthly statements. IF SUCH DOCUMENTS ARE NOT IN YOUR POSSESSION, PLEASE
OBTAIN COPIES OR EQUIVALENT CONTEMPORANEOUS DOCUMENTS FROM YOUR BROKER. FAILURE TO SUPPLY THIS DOCUMENTATION MAY RESULT
IN REJECTION OF YOUR CLAIM. DO NOT SEND ORIGINAL DOCUMENTS. Please keep a copy of all documents that you send to the Claims Administrator.

Separate Claim Forms should be submitted for each separate legal entity (e.g., a claim from joint owners should not include separate transactions of just one of the joint owners,
and an individual should not combine his or her IRA transactions with transactions made solely in the individual’s name). Conversely, a single Claim Form should be submitted
on behalf of one legal entity, with all transactions made by that entity included on that one Claim Form, no matter how many separate accounts that entity has (e.g., a corporation
with multiple brokerage accounts should include all transactions made in all accounts on one Claim Form)

All joint beneficial owners must each sign this Claim Form. If you purchased or acquired MF Global common stock and held the securities in your name, you are the beneficial
owner as well as the record owner. If, however, you purchased or acquired MF Global common stock and the securities were registered in the name of a third party, such as a
nominee or brokerage firm, you are the beneficial owner of these securities, but the third party is the record owner.

2.

3.

4.

5.

6.

7.

8.

9.

QUESTIONS? PLEASE CALL 866-217-4456 OR OUTSIDE U.S. AND CANADA CALL 1-414-961-6520 OR VISIT WWW.MFGLOBALSETTLEMENT.COM
Page 3 of 7

It is important that you completely read the Notice of Pendency of Class Action and Proposed Settlement (the “Notice”) that accompanies this Proof of Claim and Release
(“Proof of Claim” or “Claim Form”) and the Plan of Allocation included in the Notice. The Notice contains the definitions of many of the defined terms (which are indicated by
initial capital letters) used in this Claim Form. By signing and submitting this Claim Form, you will be certifying that you have read the Notice, including the terms of the releases
described therein and provided for herein.

1.

PART II - GENERAL INSTRUCTIONS

MM

/

/

/

/

DD

c.

b.

a.

/

/

/

/

Number of Shares

$

$

$

$

.

.

.

.

Price Per Share
(excluding commissions, taxes & fees)

○Y ○N

○Y ○N

○Y ○N

○Y ○N

Proof Enclosed?

IF NONE, CHECK HERE □

QUESTIONS? PLEASE CALL 866-217-4456 OR OUTSIDE U.S. AND CANADA CALL 1-414-961-6520 OR VISIT WWW.MFGLOBALSETTLEMENT.COM
Page 4 of 7

YYYY

Date(s) of Purchase (List Chronologically)

A. PURCHASES AND/OR ACQUISITIONS OF MF GLOBAL COMMON STOCK:
Separately list each and every MF Global common stock purchase/acquisition, including free receipts, pursuant or traceable to the
Registration Statement and Prospectus issued in connection with the Company’s IPO on or about July 19, 2007 through the close of
trading on March 6, 2008. Be sure to attach the required documentation.

PART III – SCHEDULE OF TRANSACTIONS IN MF GLOBAL COMMON STOCK

12. If you have questions concerning the Claim Form, or need additional copies of the Claim Form or the Notice, you may contact the Claims Administrator, A.B. Data, Ltd., at the
above address or by phone within the U.S. and Canada at 866-217-4456 or outside the U.S. and Canada at 414-961-6520, or you may download the documents from
www.MFGlobalSettlement.com.

11. NOTICE REGARDING ELECTRONIC FILES: Claims with 50 or more transactions or on behalf of 10 or more different accounts should be submitted electronically and in
the required format. The electronic filing instructions and file layout requirements are available at www.MFGlobalSettlement.com or you may request the instructions by sending
an email to the Claims Administrator at [e-mail]. Upon receipt of an electronic filing, the Claims Administrator will issue an email confirmation of receipt. No
electronic files will be considered to have been properly submitted unless the Claims Administrator issues an additional email after processing the claim that contains your claim
numbers and respective account information. Do not assume that your file has been processed until you receive this email. If you do not receive such an email within 10 business
days of your submission, you should contact the Claims Administrator’s electronic filing department at [e-mail] to inquire about the status of your filing.

(c) furnish herewith evidence of their authority to bind the person or entity on whose behalf they are acting. (Authority to complete and sign a Claim Form cannot be
established by stockbrokers demonstrating only that they have discretionary authority to trade stock in another person’s accounts.)

(b) identify the name, account number, Social Security number (or employer identification number), address and telephone number of the beneficial owner of (or other person
or entity on whose behalf they are acting with respect to) the MF Global common stock; and

(a) expressly state the capacity in which they are acting;

10. Agents, executors, administrators, guardians, and trustees must complete and sign the Claim Form on behalf of persons represented by them, and they must:

/

/

/

/

DD

f.

e.

d.

/

/

/

/

YYYY

Number of Shares

$

$

$

$

.

.

.

.

Price Per Share
(excluding commissions, taxes & fees)

Proof enclosed
○Y ○N

○Y ○N

○Y ○N

○Y ○N

○Y ○N

Proof of Sale Enclosed?

IF NONE, CHECK HERE □

QUESTIONS? PLEASE CALL 866-217-4456 OR OUTSIDE U.S. AND CANADA CALL 1-414-961-6520 OR VISIT WWW.MFGLOBALSETTLEMENT.COM
Page 5 of 7

B. On behalf of myself (ourselves), my (our) Released Plaintiff Parties and each of my (our) heirs, agents, executors, trustees, administrators, predecessors, successors and
assigns, I (we) hereby acknowledge that as of the Effective Date, I (we) shall: (i) have and be deemed to have fully, finally and forever waived, released, discharged and
dismissed each and every one of the Released Claims, as against each and every one of the Released Defendant Parties; (ii) forever be barred and enjoined from commencing,
instituting, prosecuting or maintaining any of the Released Claims against any of the Released Defendant Parties; and (iii) have and be deemed to have covenanted not to sue
any Released Defendant Party on the basis of any Released Claim or, unless compelled by operation of law, to assist any person in commencing or maintaining any suit
relating to any Released Claim against any Released Defendant Party.

A. On behalf of myself (ourselves), my (our) Released Plaintiff Parties and each of our heirs, agents, executors, trustees, administrators, predecessors, successors and assigns,
I (we) hereby acknowledge full and complete satisfaction of, and do hereby fully, finally, and forever waive, release, discharge, and dismiss each and every one of the
Released Defendant Parties with respect to any and all of the Released Claims, as those terms are defined in the accompanying Notice.

YOU MUST SIGN ON PAGE 6 OF THIS CLAIM FORM.

PART IV – RELEASE AND CERTIFICATION

IF YOU REQUIRE ADDITIONAL SPACE, ATTACH EXTRA SCHEDULES IN THE SAME FORMAT AS ABOVE. PRINT THE BENEFICIAL OWNER’S FULL
NAME AND TAXPAYER IDENTIFICATION NUMBER ON EACH ADDITIONAL PAGE.

C. CLOSING POSITION ON MARCH 6, 2008:
State the number of shares of MF Global common stock owned at the close of trading on
March 6, 2008. If other than zero, be sure to attach the required documentation.
IF NONE, CHECK HERE □

MM

Date(s) of Sale (List Chronologically)

B. SALES AND/OR TRANSFERS OF MF GLOBAL COMMON STOCK:
Separately list each and every sale or transfer, including free deliveries, of MF Global common stock purchased pursuant or traceable to
the Registration Statement and Prospectus issued in connection with the Company’s IPO on or about July 19, 2007 through close of
trading on March 6, 2008. Be sure to attach the required documentation.

that the claimant(s) is (are) a Class Member(s), as defined in the Notice, and is (are) not excluded from the Class;

that the claimant(s) has (have) not submitted a request for exclusion from the Class;

that the claimant(s) owns(ed) the MF Global common stock identified in the Claim Form and has (have) not assigned the claim against the Released Defendant Parties to
another, or that, in signing and submitting this Claim Form, the claimant(s) has (have) the authority to act on behalf of the owner(s) thereof;

that the claimant(s) has (have) not submitted any other claim covering the same purchases, acquisitions, sales, or holdings of MF Global common stock and knows (know) of
no other person having done so on his/her/its/their behalf;

that the claimant(s) submits (submit) to the jurisdiction of the Court with respect to his/her/its/their claim and for purposes of enforcing the releases set forth herein;

that I (we) agree to furnish such additional information with respect to this Claim Form as the Claims Administrator or the Court may require;

that I (we) acknowledge that the claimant(s) will be bound by and subject to the terms of the Stipulation and any judgment that may be entered in the Litigation, including the
releases and covenants set forth herein; and

that I (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.

2.

3.

4.

5.

6.

7.

8.

9.

_____________________________

Date

Signature of Claimant

_____________________________________________________________________

Signature of Joint Claimant (if any)

___________________________________________________________

Print Name of Joint Claimant

___________________________________________________________

Print Name of Claimant

QUESTIONS? PLEASE CALL 866-217-4456 OR OUTSIDE U.S. AND CANADA CALL 1-414-961-6520 OR VISIT WWW.MFGLOBALSETTLEMENT.COM
Page 6 of 7

You should be aware that it will take a significant amount of time to fully process all of the Claim Forms. Please notify the Claims Administrator of any change of address.

RUBIN V. MF GLOBAL, LTD., ET AL.
CLAIMS ADMINISTRATOR
c/o A.B. DATA, LTD.
PO BOX 170500
MILWAUKEE, WI 53217-8042

THIS CLAIM FORM MUST BE MAILED TO THE CLAIMS ADMINISTRATOR BY FIRST-CLASS MAIL, POSTAGE PREPAID, POSTMARKED BY DECEMBER 27, 2011,
ADDRESSED AS FOLLOWS:

Capacity of person(s) signing, e.g., beneficial owner(s), executor, administrator, trustee, etc.

_____________________________________________________________________________________________________

_____________________________

Date

_____________________________________________________________________

UNDER THE PENALTIES OF PERJURY, I (WE) CERTIFY THAT ALL OF THE INFORMATION PROVIDED BY ME (US) ON THIS FORM IS TRUE, CORRECT, AND
COMPLETE, AND THAT THE DOCUMENTS SUBMITTED HEREWITH ARE TRUE AND CORRECT COPIES OF WHAT THEY PURPORT TO BE.

NOTE: If you have been notified by the Internal Revenue Service that you are subject to backup withholding, please strike the language that you are not subject to backup withholding
in the certification above. The Internal Revenue Service does not require your consent to any provision other than the certification required to avoid backup withholding.

that I (we) have read the Notice, the Plan of Allocation and the Claim Form, including the releases provided for in the Settlement;

1.

By signing and submitting this Claim Form, the claimant(s) or the person(s) who represent(s) the claimant(s) certifies (certify), as follows:

Remember to attach only copies of acceptable supporting documentation.

Please do not highlight any portion of the Claim Form or any supporting documents.

Do not send original stock certificates or documentation. These items cannot be returned to you by the Claims Administrator.

Keep copies of the completed Claim Form and documentation for your own records.

The Claims Administrator will acknowledge receipt of your Claim Form by mail, within 60 days. Your claim is not deemed filed until you receive an acknowledgement
postcard. If you do not receive an acknowledgement postcard within 60 days, please call the Claims Administrator within the U.S. or Canada at 866-217-4456 or outside the
U.S. and Canada at 1-414-961-6520.

If your address changes in the future, or if this Claim Form was sent to an old or incorrect address, please send the Claims Administrator written notification of your new
address. If you change your name, please inform the Claims Administrator.

If you have any questions or concerns regarding your claim, please contact the Claims Administrator at the above address or within the U.S. and Canada call: 866-217-4456 or
outside the U.S. and Canada call: 1-414-961-6520, or visit www.MFGlobalSettlement.com.

2.

3.

4.

5.

6.

7.

8.

QUESTIONS? PLEASE CALL 866-217-4456 OR OUTSIDE U.S. AND CANADA CALL 1-414-961-6520 OR VISIT WWW.MFGLOBALSETTLEMENT.COM
Page 7 of 7

Please sign the above release and certification. If this Claim Form is being submitted on behalf of joint claimants, then both must sign.

1.

REMINDER CHECKLIST

Exhibit B

DATE: AUGUST 29, 2011
TO:

BANKS, BROKERS, AND OTHER NOMINEES

RE:

RUBIN V. MF GLOBAL, LTD., ET AL.

TICKER SYMBOL “MF”
CUSIP 55277J108
ISIN US55277J1088

Attached please find the Notice of Pendency of Class Action and Proposed Settlement (“Notice”) and Proof of Claim and Release form
(“Proof of Claim”) for Rubin v. MF Global, Ltd., et al., Case No. 08 Civ. 2233 (VM), pending in the United States District Court for the
Southern District of New York (“Litigation”).
If you purchased or otherwise acquired any MF Global, Ltd. common stock pursuant or traceable to the company’s IPO that was originally
issued on or about July 19, 2007 as a nominee for a beneficial owner, then the Court has directed that within ten (10) calendar days after
you receive this Notice, you must either (1) send a copy of this Notice by First-Class Mail to all such persons or organizations or
(2) provide a list of the names and addresses of all such persons or organizations or computer-generated mailing labels to the Claims
Administrator.
Additional copies of the Notice and Proof of Claim may be downloaded from abdataclassaction.com/cases.aspx or requested by calling
866-561-6065 within the United States and Canada or 1-414-961-4888 from outside the United States and Canada, faxing your request to
1-414-961-7499, or emailing [e-mail]. Mailing labels, data files, and written requests may also be sent to:
RUBIN V. MF GLOBAL, LTD., ET AL.
CLAIMS ADMINISTRATOR
ATTENTION: FULFILLMENT DEPARTMENT
c/o A.B. DATA, LTD.
3410 WEST HOPKINS STREET
PO BOX 170500
MILWAUKEE, WI 53217-8042
866-561-6065 within the United States or Canada
1-414-961-4888 outside the United States or Canada
1-414-961-7499 fax
[e-mail]
abdataclassaction.com

CLAIMS ADMINISTRATOR

Exhibit C

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

MICHAEL RUBIN,
Plaintiff,
v.
MF GLOBAL, LTD., et al.,
Defendants.
TO:

:
:
:
:
:
:
:
:
:
:
:

Case No. 08 Civ. 2233 (VM)
SUMMARY NOTICE OF
PENDENCY OF CLASS ACTION
AND PROPOSED SETTLEMENT

ANY PERSON OR ENTITY, INCLUDING THEIR LEGAL
REPRESENTATIVES, HEIRS, SUCCESSORS OR ASSIGNS, WHO
PURCHASED OR OTHERWISE ACQUIRED MF GLOBAL COMMON
STOCK PURSUANT OR TRACEABLE TO THE REGISTRATION
STATEMENT AND PROSPECTUS ISSUED IN CONNECTION WITH THE
COMPANY’S INITIAL PUBLIC OFFERING (THE “IPO”) ON OR ABOUT
JULY 19, 2007, AND WAS DAMAGED THEREBY (THE “CLASS”).

YOU ARE HEREBY NOTIFIED, pursuant to Rule 23 of the Federal Rules of Civil Procedure
and an Order of the Court, that the above-captioned litigation (“Litigation”) has been
preliminarily certified as a class action for the purposes of settlement only and that a settlement
with MF Global, Ltd. (n/k/a MF Global Holdings Ltd.), Man Group plc, Man Group UK Ltd.,
Kevin R. Davis, Amy S. Butte, Alison J. Carnwath, Christopher J. Smith, Christopher Bates,
Henri J. Steenkamp, Edward L. Goldberg, Citigroup Global Markets Inc., J.P. Morgan Securities
Inc. (n/k/a J.P. Morgan Securities LLC), Merrill Lynch, Pierce, Fenner & Smith, Incorporated,
UBS Securities LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc.,
Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, ABN AMRO Rothschild LLC,
Banc of America Securities LLC, BMO Capital Markets Corp., HSBC Securities (USA) Inc.,
Keefe, Bruyette & Woods, Inc., Sandler O’Neill & Partners, L.P., Wachovia Capital Markets,
LLC, Blaylock & Co. Inc., Calyon Securities (USA) Inc. (n/k/a Crédit Agricole Securities (USA)
Inc.), Chatsworth Securities LLC, CL King & Associates, Inc., Dowling & Partners Securities,
LLC, E*TRADE Securities LLC, Fortis Securities LLC, Guzman & Co., ING Financial Markets,
LLC, Jefferies & Co., Inc., Lazard Capital Markets LLC, M.R. Beal & Co., Mizuho Securities
USA Inc., Muriel Siebert & Co., Inc., Oppenheimer & Co. Inc., Piper Jaffray & Co., Raymond
James & Associates, Inc., RBC Capital Markets Corp., Robert W. Baird & Co. Inc., Samuel A.
Ramirez & Co., Inc., SMH Capital Inc. (n/k/a Sanders Morris Harris Inc.), Stifel, Nicolaus &
Co., Inc., SunTrust Capital Markets, Inc. (n/k/a SunTrust Robinson Humphrey, Inc.), The
Williams Capital Group, L.P., Utendahl Capital Partners, L.P., Wells Fargo Securities, LLC, and
William Blair & Co., LLC (collectively, the “Settling Defendants”), in the amount of
$90,000,000 in cash has been proposed by the Settling Parties.

A hearing will be held before the Honorable Victor Marrero of the United States District Court
for the Southern District of New York in the Daniel Patrick Moynihan United States Courthouse,
500 Pearl Street, Courtroom 20B, New York, NY 10007-1312 at 1:30 p.m., on
November 18, 2011 to, among other things: determine whether the proposed Settlement should
be approved by the Court as fair, reasonable, and adequate; determine whether the proposed Plan
of Allocation for distribution of the settlement proceeds should be approved as fair and
reasonable; and consider the application of Plaintiffs’ Counsel for an award of attorneys’ fees
and reimbursement of litigation expenses. The Court may change the date of the hearing without
providing another notice.
IF YOU ARE A MEMBER OF THE CLASS DESCRIBED ABOVE, YOUR RIGHTS
WILL BE AFFECTED BY THE PENDING LITIGATION AND THE PROPOSED
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 of
Class Action and Proposed Settlement (“Notice”) and a Proof of Claim and Release form (“Proof
of Claim”), you may obtain copies of these documents by contacting the Claims Administrator:
RUBIN V. MF GLOBAL, LTD., ET AL.
CLAIMS ADMINISTRATOR
C/O A.B. DATA, LTD.
PO BOX 170500
MILWAUKEE, WI 53217-8042
Phone Within U.S. and Canada: 866-217-4456
Phone Outside U.S. and Canada: 414-961-6520
www.MFGlobalSettlement.com
Inquiries, other than requests for information about the status of a claim, may also be made to
Lead Counsel.
BARRACK, RODOS & BACINE
Leslie B. Molder
Two Commerce Square, Suite 3300
2001 Market Street
Philadelphia, PA 19103
Tel: [phone]
www.barrack.com

COHEN MILSTEIN SELLERS & TOLL
PLLC
Carol V. Gilden
190 S. LaSalle Street, Suite 1705
Chicago, IL 60603
Tel: [phone]
www.cohenmilstein.com

If you are a Class Member, to be eligible to share in the distribution of the Settlement proceeds,
you must submit a Proof of Claim postmarked no later than December 27, 2011. To exclude
yourself from the Class, you must submit a written request for exclusion such that it is received
no later than October 28, 2011, or twenty-one (21) calendar days prior to the Settlement Hearing,
whichever is later, in accordance with the instructions set forth in the Notice. If you are a Class
Member and do not exclude yourself from the Class, you will be bound by the Final Order and
Judgment of the Court. Any objections to the proposed Settlement, Plan of Allocation, and/or
application for attorneys’ fees and reimbursement of expenses must be filed with the Court and
served on counsel for the Settling Parties such that they are received on or before October 28,
2011, or twenty-one (21) calendar days before the Settlement Hearing, whichever is later, in

2

accordance with the instructions set forth in the Notice. If you are a Class Member and do not
timely submit a valid Proof of Claim, you will not be eligible to share in the Net Settlement
Fund, but you nevertheless will be bound by the Final Order and Judgment of the Court.
DATED: September 8, 2011

BY ORDER OF THE COURT
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

2

Exhibit D

Page 1 of 1

Michelle La Count - A.B. Data, Ltd.
From:

Adam B. Levin [[e-mail]]

Sent:

Thursday, September 08, 2011 12:36 PM

To:

Michelle La Count - A.B. Data, Ltd.

Subject: Press release was released
From: [e-mail] [mailto:[e-mail]]
Sent: Thursday, September 08, 2011 12:30 PM
To: [e-mail]
Subject: PR Newswire: Press Release Clear Time Confirmation for Barrack, Rodos & Bacine. ID#545259-1-1

PR NEWSWIRE EDITORIAL
Hello
Here's the clear time* confirmation for your news release:
Release headline: Summary Notice of Pendency of Class Action and Proposed Settlement in re Michael Rubin v.
MF Global, Ltd.
Word Count: 968
Product Summary:
US1
ReleaseWatch
Complimentary Press Release Optimization
IRW
PR Newswire's Editorial Order Number: 545259-1-1
Release clear time: 08-Sep-2011 01:29:29 PM
* Clear time represents the time your news release was distributed to the newswire distribution you selected.
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10/18/2011