The Notice is given pursuant to an order issued by the Supreme Court of the State of New York, County of New York (the “Court”). The Notice serves to inform you of the proposed Settlement of the Action and the hearing (the “Settlement Hearing”) to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement, as set forth in the Stipulation, by and between Plaintiffs, on behalf of themselves and the Class; and (b) Defendants Morgan Stanley & Co. LLC (“Morgan Stanley”), Goldman Sachs & Co. LLC (“Goldman Sachs”), and Wells Fargo Securities, LLC (“Wells Fargo”; and together with Morgan Stanley and Goldman Sachs, “Defendants”).

The Notice is intended to inform you how this lawsuit and proposed Settlement may affect your rights and what steps you may take in relation to it. The Notice is NOT an expression of any opinion by the Court as to the merits of the claims asserted in the lawsuit or the defenses to those claims.

This is a securities class action against Defendants for claims under sections 11 and 12(a)(2) of the Securities Act of 1933 (the “Securities Act”).  Plaintiffs claim that Defendants violated the Securities Act by disseminating offering materials for the Viacom Preferred Stock Initial Public Offering and Viacom Common Stock Secondary Public Offering (collectively, the “Offering Materials”) that contained false and misleading statements and omitted required disclosures.  The alleged misstatements and omissions related to, among other things, certain of the underwriters’ holdings of, and intentions to sell, Viacom securities outside of the Offerings, in connection with their brokerage relationships with Archegos Capital Management, LP (“Archegos”). Defendants were underwriters for the Offerings.

On August 13, 2021, an initial class action complaint was filed by Camelot in the Court, styled Camelot Event Driven Fund, A Series of Frank Funds Trust v. Morgan Stanley & Co. LLC, et al., Index No. 654959/2021, alleging violations of the Securities Act in connection with the Offerings.

On November 5, 2021, Plaintiffs Camelot and MPERS filed an amended class action complaint. On December 21, 2021, Plaintiffs filed the corrected amended class action complaint (the “Complaint”). The Complaint, like the initial complaint, alleges that the Offering Materials contained false and misleading statements and omitted required disclosures.

On December 22, 2021, defendants filed motions to dismiss the Complaint. After briefing and oral argument, on February 7, 2023, the Court entered a Decision and Order granting the Motions to Dismiss of Viacom and the Individual Defendants and denying the Motions to Dismiss of the Underwriter Defendants (the “Motions to Dismiss Order”).  On February 15, 2023, the Underwriter Defendants filed notices of appeal to the New York Supreme Court Appellate Division, First Department from the Motions to Dismiss Order. On March 10, 2023, Plaintiffs filed a notice of appeal from the Motions to Dismiss Order in so far as it granted the Motions to Dismiss of Viacom and the Individual Defendants.

On April 17, 2023, the Underwriter Defendants filed Answers to the Complaint.

On April 18, 2023, Plaintiffs filed a motion to certify a class.

On June 1, 2023, Defendants filed motions seeking a stay of discovery pending their appeals from the Motions to Dismiss Order. On June 12, 2023, the Court entered a Decision and Order denying the motions to stay (the “Denial of Stay Order”). On June 27 and 30, 2023, Defendants filed notices of appeal from the Denial of Stay Order. On November 2, 2023, the First Department entered an Order affirming the Denial of Stay Order.

On January 4, 2024, after briefing and oral argument, the Court entered a Decision and Order granting Plaintiffs’ motion for class certification, appointing Plaintiffs as Class Representatives, and appointing Plaintiffs’ counsel Bernstein Litowitz Berger & Grossmann LLP and Glancy Prongay & Murray LLP as co-lead Class counsel (“Class Certification Order”). On February 14, 2024, Defendants filed a notice of appeal from the Class Certification Order. That appeal remains pending, but will be dismissed if the Settlement is approved by the Court.

On April 4, 2024, after briefing and oral argument, the First Department entered an Order in connection with the appeals from the Motions to Dismiss Order: (i) affirming the dismissal of Viacom and the Individual Defendants; (ii) affirming in part and reversing in part the non-dismissal of Morgan Stanley, Goldman Sachs, and Wells Fargo, and (iii) reversing the non-dismissal of the other Underwriter Defendants.

During discovery, Defendants and the Former Defendants produced over 1.5 million pages of documents to Plaintiffs. Plaintiffs also received over 270,000 pages of documents from 12 third parties in response to subpoenas. Plaintiffs produced over 22,000 pages documents to Defendants in response to their discovery requests.

The Parties also conducted 39 fact depositions. Class Counsel took 37 depositions. Class Counsel also took the deposition of the representative of one third party. Defendants deposed one representative from each of the Plaintiffs.

Plaintiffs filed several motions to compel discovery, four of which were pending at the time of the Parties’ agreement-in-principle to settle.

The Parties completed fact discovery on January 24, 2025 (subject to the four pending motions to compel), and then began expert discovery.

The Parties engaged the Hon. Layn R. Phillips, a former federal court judge, as a mediator. The Parties exchanged more than a dozen mediation briefs, plus ex parte submissions, and participated in three in-person mediation sessions with Judge Phillips. These sessions took place on November 7, 2024, January 6, 2025, and February 6, 2025. The sessions ended without an agreement being reached, however, Judge Phillips continued to work with the Parties. Following subsequent negotiations, Judge Phillips made a mediator’s recommendation to resolve the Action for $120,000,000 for the benefit of the Class.

On February 24, 2025, the Parties accepted the mediator’s proposal, and on March 5, 2025, the Parties executed a settlement term sheet (the “Term Sheet”) memorializing their agreement-in-principle to settle the Action. The Term Sheet set forth, among other things, the Parties’ agreement to settle and release all claims against Defendants in return for a cash payment by or on behalf of Defendants of $120 million for the benefit of the Class, subject to certain terms and conditions and the execution of a customary “long form” stipulation and agreement of settlement and related papers.

After additional negotiations regarding the specific terms of their agreement, the Parties entered into the Stipulation on March 27, 2025. The Stipulation (together with the exhibits thereto) reflects the final and binding agreement between the Parties. The Stipulation can be viewed on this website.

On April 3, 2025, the Court preliminarily approved the Settlement, authorized the Notice to be disseminated to potential Class Members, and scheduled the Settlement Hearing to consider whether to grant final approval of the Settlement.

If you are a member of the Class, you are subject to the Settlement, unless you timely request to be excluded. The Class consists of:

All persons and entities who purchased or otherwise acquired (i) the Class B Common Stock of Viacom issued in Viacom’s secondary public offering, which was announced on March 22, 2021, priced on March 23, 2021, and closed on March 26, 2021; and/or (ii) Viacom’s 5.75% Series A Mandatory Convertible Preferred Stock issued in or traceable to Viacom’s initial public offering of that Preferred Stock, which was announced on March 22, 2021, priced on March 23, 2021, and closed on March 26, 2021, and were damaged thereby.

Excluded from the Class are (i) Defendants, the Former Underwriter Defendants, the Officers, directors, and affiliates of Defendants and Former Underwriter Defendants at all relevant times, members of their Immediate Families, their legal representatives, heirs, successors or assigns, and any entity in which any Defendant or Former Underwriter Defendant has or had a controlling interest; (ii) Viacom, now known as Paramount Global, its Officers, directors, and affiliates at all relevant times, including the Former Individual Defendants, and members of their Immediate Families, their legal representatives, heirs, successors or assigns; and (iii) Archegos and the Officers, directors, and affiliates of Archegos at all relevant times, including Sung Kook “Bill” Hwang (“Hwang”), members of their Immediate Families, their legal representatives, heirs, successors or assigns, and any entity in which Hwang has or had a controlling interest. Also excluded from the Class are any persons and entities that submit a request for exclusion from the Class that is accepted by the Court. Notwithstanding anything to the contrary set forth in this provision, any Investment Vehicle shall not be excluded from the Class.

PLEASE NOTE: Receipt of the Notice does not mean that you are a Class Member or that you will be entitled to a payment from the Settlement. If you are a Class Member and you wish to be eligible to receive a payment from the Settlement, you are required to submit the Claim Form that is being distributed with the Notice and the required supporting documentation as set forth in the Claim Form postmarked (if mailed), or online through this website, no later than August 22, 2025.

Pursuant to the Settlement, Defendants have agreed to pay or caused to be paid a total of $120,000,000 in cash (the “Settlement Amount”). The Settlement Amount will be deposited into an escrow account. The Settlement Amount plus any interest earned thereon is referred to as the “Settlement Fund.”  If the Settlement is approved by the Court and the Effective Date occurs, the “Net Settlement Fund” (that is, the Settlement Fund less: (i) Court-awarded attorneys’ fees; (ii) Notice and Administration Costs; (iii) any required Taxes; (iv) Court-awarded Litigation Expenses; and (v) any other fees or expenses approved by the Court) will be distributed to Class Members who submit valid Claim Forms by the August 22, 2025 deadline, in accordance with the proposed Plan of Allocation or such other plan of allocation as the Court may approve.

The Net Settlement Fund will not be distributed unless and until the Court has approved the Settlement and a Plan of Allocation and that decision is affirmed on appeal (if any) and/or the time for any petition for rehearing, appeal, or review, whether by certiorari or otherwise, has expired.

The proposed Plan of Allocation for allocating the Net Settlement Fund among Authorized Claimants, which is subject to Court approval, appears in Appendix A to the Notice. At the Settlement Hearing, Class Counsel will request that the Court approve the Plan of Allocation. The Court may modify the Plan of Allocation, or approve a different plan of allocation, without further notice to the Class.

No. If you have received the Notice and timely submit your Claim Form to the designated address, you need not contact Class Counsel. If your address changes, please contact the Claims Administrator at:

Viacom Archegos Securities Litigation
c/o JND Legal Administration
P.O. Box 91010
Seattle, WA 98111
Telephone:  866-287-0741
Email:  info@ViacomArchegosSecuritiesLitigation.com

The Stipulation may be terminated under several circumstances outlined in the Stipulation. If the Stipulation is terminated, the Action will proceed as if the Stipulation had not been entered into.

Plaintiffs and Class Counsel believe that the claims asserted against Defendants have merit. They recognize, however, the expense and length of continued proceedings necessary to pursue their claims against Defendants as well as the very substantial risks they would face in establishing liability and damages. Such risks include the potential challenges associated with proving that there were material misstatements and omissions in the Offering Materials and establishing significant damages under the securities laws. Further, to obtain a recovery for the Class, Plaintiffs would have to prevail at several stages—through Defendants’ expected motion for summary judgment, and trial—and, even if they prevailed on those, on the appeals that were likely to follow. Thus, there were very significant risks related to the continued prosecution of the claims against Defendants.

In light of these risks, the amount of the Settlement, and the immediacy of recovery to the Class, Plaintiffs and Class Counsel believe that the proposed Settlement is fair, reasonable, and adequate, and in the best interests of the Class. Plaintiffs and Class Counsel believe that the Settlement provides a substantial benefit to the Class, namely $120,000,000 in cash (less the various deductions described in the Notice), as compared to the risk that the claims in the Action would produce a smaller recovery, or no recovery, after summary judgment, trial, and appeals, possibly years in the future.

Defendants deny that they have committed any act or omission giving rise to liability in this Action. Defendants have agreed to the Settlement to eliminate the distraction, burden, time commitment, and expense of continued litigation. Accordingly, the Settlement may not be construed as an admission of any wrongdoing by Defendants.

The following attorneys are counsel for the Class:

If you have any questions about the Action, or the Settlement, you may consult with Class Counsel by writing to counsel at the address or email addresses listed above.

Class Counsel have not received any payment for their services in pursuing claims against the Defendants on behalf of the Class, nor have Class Counsel been reimbursed for their out-of-pocket expenses. Before final approval of the Settlement, Class Counsel will apply to the Court for an award of attorneys’ fees in an amount not to exceed one-third of the Settlement Fund. At the same time, Class Counsel also intend to apply for Litigation Expenses in an amount not to exceed $2.3 million, which may include an application for reasonable costs and expenses incurred by Plaintiffs directly related to their representation of the Class. The Court will determine the amount of any award of attorneys’ fees and/or Litigation Expenses. Such sums as may be approved by the Court will be paid from the Settlement Fund. Class Members are not personally liable for any such fees or expenses.

The attorneys’ fees and expenses requested will be the only payment to Class Counsel for their efforts in achieving this Settlement and for their risk in undertaking this representation on a wholly contingent basis. Class Counsel have agreed to share the attorneys’ fees awarded on a 50-50 basis. The fees requested will compensate Class Counsel for their work in achieving the Settlement. The Court will decide what constitutes a reasonable fee award. Class Counsel have also advanced the costs of prosecuting this litigation and the firms will seek payment of such expenses from the Settlement Fund.

Yes. If you do not want to receive a payment from this Settlement, or you want to keep any right to sue that you may have or to continue to sue Defendants on your own about the legal issues in this case, then you must take steps to get out of the Class. This is called excluding yourself from, or “opting out” of the Class. If you are requesting exclusion because you want to bring your own lawsuit based on the matters alleged in this Action, you may want to consult an attorney and discuss whether any individual claim that you may wish to pursue would be time-barred by the applicable statutes of limitation or repose.

To exclude yourself from the Class, you must send a signed letter by mail saying that you want to be excluded from the Class. Your exclusion request must be mailed or delivered to the Claims Administrator at the address below such that it is received no later than July 15, 2025:

Viacom Archegos Securities Litigation
EXCLUSIONS
c/o JND Legal Administration
P.O. Box 91010
Seattle, WA 98111

Each request for exclusion must: (i) clearly indicate the name, address, and telephone number of the person or entity seeking exclusion, and in the case of entities, the name and telephone number of the appropriate contact person; (ii) state that such person or entity “requests exclusion from the Class in Camelot Event Driven Fund v. Morgan Stanley & Co. LLP, et al., Index No. 654959/2021 (Supreme Court of New York, New York County)”; (iii) state the number of shares of (a) Viacom Common Stock issued in the Viacom Common Stock Secondary Public Offering, and/or (b) Viacom Preferred Stock issued in or traceable to the Viacom Preferred Stock Initial Public Offering that the person or entity requesting exclusion purchased or otherwise acquired, as well as the dates and prices of each such purchase or acquisition and the dates and prices of any sales of those shares; and (iv) be signed by the person or entity requesting exclusion or an authorized representative. A request for exclusion that does not provide all the information called for in this paragraph and is not received by July 15, 2025 will be invalid and will not be allowed. Class Counsel may request that the person or entity requesting exclusion submit additional information or documentation sufficient to prove his, her, their, or its holdings and trading in Viacom Common Stock and Viacom Preferred Stock.

You cannot exclude yourself by telephone or by email. If you make a proper request for exclusion (that is, the request meets the requirements in the paragraph immediately above), you will not receive a settlement payment, and you cannot object to the Settlement. If you make a proper request for exclusion, you will not be legally bound by anything that happens in this lawsuit. Also, you must follow the instructions in the Notice for requesting exclusion even if you have a pending lawsuit, or later file a lawsuit, arbitration, or other proceeding relating to any of the Released Plaintiffs’ Claims (defined in the Notice) against Defendants or any of the other Defendants’ Releasees (defined in the Notice).

Yes. If you are a Class Member, you may object to the Settlement, the proposed Plan of Allocation or Class Counsel’s motion for attorneys’ fees and Litigation Expenses.

Objections must be in writing. You must file any written objection, together with copies of other papers and briefs supporting the objection, with the Clerk’s Office at the Supreme Court of the State of New York for the County of New York at the address set forth below as well as provide copies to Class Counsel and Defendants’ Counsel at the addresses set forth below so that the papers are received no later than July 15, 2025.

Any objections, filings, and other submissions by the objecting Class Member must: (i) identify the case name and index number, Camelot Event Driven Fund v. Morgan Stanley & Co. LLP, et al., Index No. 654959/2021 (Supreme Court of New York, New York County); (ii) state the name, address, and telephone number of the person or entity objecting, and if represented by counsel, the name, address, and telephone number of such counsel, and must be signed by the objector; (iii) state with specificity the grounds for the Class Member’s objection, including any legal and evidentiary support the Class Member wishes to bring to the Court’s attention; and (iv) include documents sufficient to prove membership in the Class, including documents showing the number of shares of (a) Viacom Common Stock issued in the Viacom Common Stock Secondary Public Offering, and/or (b) Viacom Preferred Stock issued in or traceable to the Viacom Preferred Stock Initial Public Offering that the person or entity objecting purchased or otherwise acquired, as well as the dates and prices of each such purchase or acquisition and the dates and prices of any sales of those shares. The objecting Class Member must provide documentation establishing membership in the Class through copies of brokerage confirmation slips or monthly brokerage account statements, or an authorized statement from the objector’s broker containing the transactional and holding information found in a broker confirmation slip or account statement. Class Counsel may request that the objecting Class Member submit additional information or documentation sufficient to prove his, her, their, or its holdings and trading in Viacom Common Stock and Viacom Preferred Stock.

You may not object to the Settlement, Plan of Allocation, and/or Class Counsel’s motion for an award of attorneys’ fees and Litigation Expenses (including Plaintiffs’ request for payment for their efforts in prosecuting this Action on behalf of the Class) if you exclude yourself from the Class or if you are not a member of the Class.

Any Class Member who does not object in the manner described above will be deemed to have waived any objection and will be forever foreclosed from making any objection to the proposed Settlement, the proposed Plan of Allocation, or Class Counsel’s motion for attorneys’ fees and Litigation Expenses. Class Members do not need to appear at the Settlement Hearing or take any other action to indicate their approval.

Objecting is telling the Court that you do not like something about the proposed Settlement, the Plan of Allocation, or Class Counsel’s request for an award of attorneys’ fees and Litigation Expenses (including Plaintiffs’ request for payment for their efforts in prosecuting this Action on behalf of the Class). 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 applies to you.

If you are a Class Member and you do not exclude yourself from the Class, you may receive the benefit of, and you will be bound by, the terms of the Settlement described in the Notice, upon approval by the Court.

To be eligible for a payment from the Settlement, you must be a member of the Class and you must timely complete and return the Claim Form with adequate supporting documentation postmarked (if mailed), or submitted online using this website, no later than August 22, 2025. A Claim Form is included with the Notice, or you may obtain one from this website. You may also request that a Claim Form be mailed to you by calling the Claims Administrator toll free at 866-287-0741, or by emailing the Claims Administrator at info@ViacomArchegosSecuritiesLitigation.com. Please retain all records of your ownership of, and transactions in Viacom Common Stock and Viacom Preferred Stock, as they will be needed to document your Claim. The Parties and Claims Administrator do not have information about your ownership of, or transactions in Viacom Common Stock and Preferred Stock.

If you request exclusion from the Class or do not submit a timely and valid Claim Form, you will not be eligible to share in the Net Settlement Fund.

Unless the Court otherwise orders, any Class Member who or which fails to submit a Claim Form postmarked (if mailed), or submitted online, on or before August 22, 2025, will be fully and forever barred from receiving payments pursuant to the Settlement, but will in all other respects remain a member of the Class and be subject to the provisions of the Stipulation, including the terms of any Judgment entered and the Releases given. This means that each Class Member releases the Released Plaintiffs’ Claims (as defined in ¶ 47a of the Notice) against the Defendants’ Releasees (as defined in ¶ 47b of the Notice) and will be barred and enjoined from prosecuting any of the Released Plaintiffs’ Claims against any of the Defendants’ Releasees whether or not such Class Member submits a Claim Form.

If you are a Class Member and you do not exclude yourself from the Class, you will be bound by any orders issued by the Court. If the Settlement is approved, the Court will enter a judgment (the “Judgment”). The Judgment will dismiss with prejudice the claims against Defendants and will provide that, upon the Effective Date of Settlement, Plaintiffs and each of the other Class Members, on behalf of themselves, and their respective heirs, executors, trustees, predecessors, successors, and assigns in their capacities as such, and on behalf of any other person or entity legally entitled to bring Released Plaintiffs’ Claims on behalf of the respective Class Members in such capacity only, shall be deemed to have, and, by operation of the Judgment, shall have, fully, finally, and forever released, relinquished, discharged, waived, and dismissed each and every Released Plaintiffs’ Claims (defined below) against Defendants and the other Defendants’ Releasees (defined below), and shall forever be barred and enjoined from prosecuting, commencing, instituting, or maintaining, directly or indirectly, representatively, or in any other capacity, any or all of the Released Plaintiffs’ Claims against any of the Defendants’ Releasees.

The Judgment will also provide that, upon the Effective Date of Settlement, each of the Defendants, on behalf of themselves, and their respective heirs, executors, trustees, predecessors, successors, and assigns in their capacities as such and any person or entity that can assert claims on their behalf, in such capacity only, shall be deemed to have, and by operation of law and of the Judgment shall have, fully, finally, and forever released, relinquished, discharged, waived, and dismissed each and every Released Defendants’ Claims against Plaintiffs and the other Plaintiffs’ Releasees, and shall forever be barred and enjoined from prosecuting, commencing, instituting, or maintaining, directly or indirectly, representatively, or in any other capacity, any or all of the Released Defendants’ Claims against the Plaintiffs’ Releasees.

By order of the Court, pending final determination by the Court of whether the Settlement should be approved, all Class Members are barred and enjoined from instituting, continuing, commencing, maintaining, or prosecuting any action in any court or tribunal that asserts Released Plaintiffs’ Claims against any of the Defendants’ Releasees.

1. “Released Plaintiffs’ Claims” means all claims, demands, losses, rights, and causes of action of every nature and description, including known claims and Unknown Claims, whether legal, equitable, contractual, rescissory, statutory, or otherwise, and whether arising under federal, state, common, or foreign law, that are based upon, arise from, or relate to (i) the subject matter of the Complaint or any facts, actions, failures to act, statements, or omissions that were alleged, or that could have been alleged, in the Complaint; and (ii) the purchase, acquisition, holding, or trading of any (a) ViacomCBS Inc. Class B Common Stock issued in Viacom’s secondary public offering, which was announced on March 22, 2021, priced on March 23, 2021, and closed on March 26, 2021; and/or (b) Viacom’s 5.75% Series A Mandatory Convertible Preferred stock issued in or traceable to Viacom’s initial public offering of that Preferred Stock, which was announced on March 22, 2021, priced on March 23, 2021, and closed on March 26, 2021. Released Plaintiffs’ Claims do not cover, include, or release: (i) any claim relating to the enforcement of the Settlement; and (ii) any claims of any person or entity that submits a request for exclusion that is accepted by the Court.
2. “Defendants’ Releasees” means (i) Defendants; (ii) Former Underwriter Defendants; (iii) Viacom; (iv) direct or indirect parent entities, subsidiaries, related entities, and affiliates of Defendants, Former Underwriter Defendants, and Viacom; (v) for any of the entities listed in parts (i), (ii), (iii), and (iv), their respective past and present general partners, limited partners, principals, shareholders, joint venturers, officers, directors, managers, managing directors, supervisors, employees, contractors, consultants, experts, auditors, accountants, financial advisors, insurers, trustees, trustors, agents, attorneys, predecessors, successors, assigns, heirs, executors, administrators, and any controlling person thereof; and (vi) any entity in which a Defendant, Former Underwriter Defendant, or Viacom has a controlling interest; all in their capacities as such. For the avoidance of doubt, “affiliates” are persons or entities that directly, or indirectly through one or more intermediaries, control, are controlled by or are under common control with Viacom or one of the Defendants or Former Underwriter Defendants.
3. “Unknown Claims” means any Released Plaintiffs’ Claims which any Plaintiff or any other Class Member does not know or suspect to exist in his, her, or its favor at the time of the release of such claims, and any Released Defendants’ Claims which any Defendant does not know or suspect to exist in his, her, or its favor at the time of the release of such claims, which, if known by him, her or it, might have affected his, her or its decision(s) with respect to this Settlement. With respect to any and all Released Claims, the Parties stipulate and agree that, upon the Effective Date of the Settlement, Plaintiffs and Defendants shall expressly waive, and each of the other Class Members shall be deemed to have waived, and by operation of the Judgment or, if applicable, the Alternate Judgment, shall have expressly waived, any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law or foreign law, which is similar, comparable, or equivalent to California Civil Code §1542, which provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Plaintiffs and Defendants acknowledge, and each of the other releasing parties shall be deemed by operation of law to have acknowledged, that the foregoing waiver was separately bargained for and a key element of the Settlement.

The Judgment will also provide that, upon the Effective Date of Settlement, each of the Defendants, on behalf of themselves, and their respective heirs, executors, trustees, predecessors, successors, and assigns in their capacities as such and any person or entity that can assert claims on their behalf, in such capacity only, shall be deemed to have, and by operation of law and of the Judgment shall have, fully, finally, and forever released, relinquished, discharged, waived, and dismissed each and every Released Defendants’ Claims against Plaintiffs and the other Plaintiffs’ Releasees, and shall forever be barred and enjoined from prosecuting, commencing, instituting, or maintaining, directly or indirectly, representatively, or in any other capacity, any or all of the Released Defendants’ Claims against the Plaintiffs’ Releasees.

1. “Released Defendants’ Claims” means all claims and causes of action of every nature and description, whether known claims or Unknown Claims, whether arising under federal, state, common or foreign law, that arise out of or relate in any way to the institution, prosecution, or settlement of the claims asserted in the Action against Defendants. Released Defendants’ Claims do not cover, include, or release: (i) claims relating to the enforcement of the Settlement; or (ii) claims against any persons or entities who or which submit a request for exclusion from the Class that is accepted by the Court.
2. “Plaintiffs’ Releasees” means (i) Plaintiffs, all Class Members, and Class Counsel, and (ii) each of their respective Immediate Family members, and their respective partners, general partners, limited partners, principals, shareholders, joint venturers, members, officers, directors, managing directors, supervisors, employees, contractors, consultants, experts, auditors, accountants, financial advisors, insurers, trustees, trustors, agents, attorneys, predecessors, successors, assigns, heirs, executors, administrators, and any controlling person thereof; all in their capacities as such.

By order of the Court, pending final determination by the Court of whether the Settlement should be approved, all Class Members are barred and enjoined from instituting, continuing, commencing, maintaining, or prosecuting any action in any court or tribunal that asserts Released Plaintiffs’ Claims against any of the Defendants’ Releasees.

The Settlement Hearing will be held on August 5, 2025, at 10:00 a.m., before the Honorable Andrew Borrok of the Supreme Court of the State of New York, either in person at the New York County Courthouse, 60 Centre Street, Courtroom 238, New York, New York 10007 or by videoconference. At the Settlement Hearing the Court will, among other things: (i) determine whether the proposed Settlement is fair, reasonable, and adequate, and should be approved by the Court; (ii) determine whether the Judgment as provided under the Stipulation should be entered; (iii) determine whether the proposed Plan of Allocation for the distribution of the Net Settlement Fund should be approved by the Court as fair and reasonable; (iv) consider Class Counsel’s application for an award of attorneys’ fees and Litigation Expenses, including Plaintiffs’ request for payment for their efforts in prosecuting this Action on behalf of the Class; and (v) consider any objections or opt outs received by the Court.

Please Note: The date and time of the Settlement Hearing may change without further written notice to the Class. The Court also reserves the right to hold the Settlement Hearing telephonically or by other virtual means, in which event the Claims Administrator will update its website regarding the Settlement Hearing’s telephonic or virtual format. Accordingly, in order to determine whether the date, time and/or manner of the Settlement Hearing has changed, it is important that you monitor the Court’s docket or this website.

Class Members do not need to attend the Settlement Hearing. The Court will consider any written objection even if a Class Member does not attend the Settlement Hearing. Also, you can participate in the Settlement without attending the Settlement Hearing. You may not, however, appear at the Settlement Hearing to present any objection unless you first file and serve a written objection in accordance with the procedures described in ¶¶ 38-39 of the Notice, unless the Court orders otherwise.

If you wish to be heard orally at the Settlement Hearing, provided you timely file and serve a written objection as described above, you must also file a notice of appearance with the Clerk’s Office and send copies of it to Class Counsel and to Defendants’ Counsel at the addresses set forth in ¶ 38 of the Notice so that it is received on or before July 15, 2025. Persons who intend to object and desire to present evidence at the Settlement Hearing must include in their written objection the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the hearing. Objectors who intend to appear at the Settlement Hearing through counsel must also identify that counsel by name, address, and telephone number. Objectors and/or their counsel may be heard orally at the discretion of the Court.

You are not required to hire an attorney to represent you in making written objections or in appearing at the Settlement Hearing. However, if you decide to hire an attorney, it will be at your own expense, and that attorney must file a notice of appearance with the Court and serve it on Class Counsel and Defendants’ Counsel at the addresses set forth in ¶ 38 of the Notice so that the notice is received on or before July 15, 2025.

The Notice contains only a summary of the terms of the Settlement. The records in this Action can be obtained by accessing the Court docket in this case through the New York State Unified Court System at https://iapps.courts.state.ny.us/nyscef/CaseSearch or, subject to customary copying fees, by visiting, during regular office hours, at the Clerk of the Supreme Court of New York, County of New York. In addition, the Stipulation, which contains the full terms and conditions of the Settlement, as well as copies of the Notice, the Claim Form, and any orders entered by the Court related to the Settlement will be posted on this website.

All inquiries concerning the Notice and the Claim Form should be directed to the Claims Administrator or Class Counsel in writing at:

If you purchased or otherwise acquired (for the beneficial interest of persons or organizations other than yourself):

1. Viacom Common Stock directly in the Viacom Common Stock Secondary Public Offering that was announced on March 22, 2021 and closed on March 26, 2021;
2. Viacom Preferred Stock directly in the Viacom Preferred Stock Initial Public Offering that was announced on March 22, 2021 and closed on March 26, 2021; and/or
3. Viacom Preferred Stock in the open market from March 24, 2021 through March 28, 2024;

you must within seven (7) calendar days of receipt of the Notice, either: (a) request from the Claims Administrator sufficient copies of the Notice and Claim Form (the “Notice Packet”) to forward to all such beneficial owners and within seven (7) calendar days of receipt of those Notice Packets forward them to all such beneficial owners; (b) request the link of the Notice Packet to email all such beneficial owners and within seven (7) calendar days of receipt of the link forward them to all such beneficial owners; or (c) provide a list of the names, mailing addresses and email addresses (to the extent available) of all such beneficial owners to Viacom Archegos Securities Litigation, c/o JND Legal Administration, P.O. Box 91010, Seattle, WA 98111, in which event the Claims Administrator shall promptly mail the Notice Packet to such beneficial owners. Nominees shall also provide email addresses for all such beneficial owners to the Claims Administrator, to the extent they are available. If you choose to follow procedure (a) or (b), the Court has directed that, upon such mailing, you send a statement to the Claims Administrator confirming that the mailing or emailing was made as directed.

Upon full and timely compliance with these directions, nominees may seek reimbursement of their reasonable expenses actually incurred, not to exceed $0.02 plus postage at the current pre-sort rate used by the Claims Administrator per Notice Packet mailed; $0.02 per emailed Notice Packet link; or $0.02 per name, address, and email address (to the extent available) provided to the Claims Administrator, by providing the Claims Administrator with proper documentation supporting the expenses for which reimbursement is sought. YOU ARE NOT AUTHORIZED TO PRINT THE NOTICE PACKET YOURSELF. NOTICE PACKETS MAY ONLY BE PRINTED BY THE COURT-APPOINTED CLAIMS ADMINISTRATOR.

DO NOT WRITE TO OR TELEPHONE THE COURT FOR INFORMATION.