SOUTHERN DISTRICT OF NEW YORK Case No.1:08-CV …securities.stanford.edu/filings-documents/1041/SDA...Dec 28, 2011 · D. Sadia moved to dismiss the Complaint on April 27, 2009. Lead

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

Case No.1 :08-CV-09528 (SAS)In re SADIA, S.A.SECURITIES LITIGATION

STIPULATION AND AGREEMENT OF SETTLEMENT

This Stipulation and Agreement of Settlement (the "Stipulation") is submitted in the

above-captioned action pursuant to Rule 23 of the Federal Rules of Civil Procedure. Subject to

the approval of the United States District Court for the Southern District of New York (the

"Court"), this Stipulation is entered into by (i) Westchester Putnam Heavy & Highway Laborers

Local 60 Benefit Funds, Alan Hyman, Phil Carey, Steve Geist and Peter Schicker (collectively,

the "Class Representatives" or "Lead Plaintiffs"), on behalf of themselves and the Class (as

hereinafter defined); (ii) Sadia, S.A. ("Sadia" or the "Company"); and (iii) Adriano Lima

Ferreira, Welson Teixeira, Jr., Gilberta Tomazoni, Walter Fontana Filho and Eduardo Fontana

d'Avila (collectively, the "Individual Defendants" and, together with Sadia, the "Defendants").

The Class Representatives and Defendants shall be referred to herein collectively as the

"Parties." This Stipulation is intended by the Parties to resolve, settle and discharge the Released

Claims (as hereinafter defined) fully, finally and forever, upon and subject to the terms and

conditions set forth herein.

WHEREAS:

A. Beginning on November 5, 2008, the following five putative securities class

actions were filed in this Court against Sadia and certain of its officers and directors:

Westchester Putnam Heavy & Highway Laborers Local 60 Benefit Funds v. Sadia SA., et al.,

Case No. 1:08-cv-9528-SAS; Jason Radzik v. Sadia SA., et al., Case No. 1:08-cv-09930-SAS;

- 1 - STIPULATION AND AGREEMENT OF SETTLEMENT

Case 1:08-cv-09528-SAS Document 123 Filed 12/28/11 Page 1 of 37

Donald Aston v. Sadia SA., et a!., Case No. 1:08-cv-10343-SAS; Stephen Rumery v. Sadia SA.,

et a!., Case No. 1:08-cv-10399-SAS and Bernd Stein v. Sadia SA., et a!., Case No. 1:08-cv

10684-SAS.

B. By Order dated January 26, 2009, the Court consolidated these actions under the

docket number 08-cv-9528, appointed Westchester Putnam Heavy & Highway Laborers Local

60 Benefit Funds, Alan Hyman, Phil Carey, Steve Geist and Peter Schicker (collectively, known

as the Sadia Investor Group) as Lead Plaintiffs, and appointed the law firms of Saxena White

P.A. ("Saxena White") and Barroway Topaz Kessler Meltzer & Check, LLP (n/k/a Kessler

Topaz Meltzer & Check, LLP) ("Kessler Topaz") as co-lead counsel ("Co-Lead Counsel") and

The Law Offices of Curtis V. Trinko, LLP as liaison counsel ("Liaison Counsel") for the Class.

C. On March 16, 2009, Lead Plaintiffs filed the Consolidated Amended Complaint

(the "Complaint") with the Court. The Complaint asserted claims under Sections lOeb) and

20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), and Rule 10b-5 promulgated

thereunder by the United States Securities and Exchange Commission (the "SEC"), against

Defendants. The Complaint alleged, among other things, that, during the Class Period, Sadia

misrepresented the true earnings and financial condition of the Company by entering into

currency hedging contracts that were both larger than necessary to insure its losses on future

sales and in violation of company policy. The Complaint further asserted that, as a result of

Defendants' alleged conduct, the price of Sadia American Depository Receipts C'ADRs") was

artificially inflated, causing damage to Lead Plaintiffs and the other members of the Class who

purchased or otherwise acquired Sadia ADRs during the Class Period.

D. Sadia moved to dismiss the Complaint on April 27, 2009. Lead Plaintiffs

opposed Sadia's motion on June 1, 2009, and Sadia filed a reply memorandum in support of its



motion on June 22, 2009. By Order dated July 29, 2009, the Court denied Sadia's motion to

dismiss the Complaint.

E. Thereafter, Sadia filed its Answer to the Complaint on September 15, 2009, and

the Parties errlbarked on discovery.

F. On December 14, 2009, Lead Plaintiffs moved for class certification. On March

16, 2010, Sadia opposed Lead Plaintiffs' motion, and on May 6, 2010, Lead Plaintiffs filed a

memorandum in further support of class certification. The Court heard argument on Lead

Plaintiffs' motion during a hearing on July 9, 2010, and by Opinion and Order dated July 20,

2010, the Court granted Lead Plaintiffs' motion, certifying a class comprised of all persons and

entities who purchased or otherwise acquired Sadia ADRs from April 30, 2008 to September 26,

2008, inclusive, and who were damaged thereby, but excluding purchasers who sold shares prior

to the close of the market on September 25, 2008. By the same Order, the Court appointed

Westchester Putnam Heavy & Highway Laborers Local 60 Benefit Funds, Alan Hyman, Phil

Carey, Steve Geist and Peter Schicker as Class Representatives and Saxena White and Kessler

Topaz as Class Counsel.

G. On August 3, 2010, Sadia petitioned the United States Court of Appeals for the

Second Circuit (the "Appeals Court") for permission to appeal, pursuant to Federal Rule of Civil

Procedure 23(f), the Court's July 20, 2010 Order certifying the Class. Following further briefing

by the Parties, the Appeals Court denied Sadia's petition on October 8, 2010.

H. Thereafter, while discovery was ongoing, the Parties began discussing a possible

resolution of the Action. The Parties' settlement negotiations continued over the course of many

months, including three formal mediation sessions with the assistance of an experienced

mediator.



1. During this same time, certain of the Individual Defendants moved to dismiss the

Complaint on May 27,2011, pursuant to Federal Rule of Civil Procedure 12(b)(2), on the ground

that this Court lacked personal jurisdiction over thenl. Shortly thereafter, on June 20, 2011, the

Individual Defendants moved to dismiss the Complaint pursuant to Federal Rules of Civil

Procedure 9(b) and 12(b)(6). The Class Representatives opposed these motions to dismiss on

June 20,2011 and July 18,2011, respectively.

J. While the Individual Defendants' motions to dismiss were pending, the Parties

reached a tentative agreement to settle the Action on August 17, 2011.

K. Defendants have denied and continue to deny that they have committed any act or

omission giving rise to any liability and/or violation of law. Nonetheless, Defendants are

entering into this Settlement, among other reasons, to (i) eliminate the burden, expense and

further litigation of the claims made in the Complaint, (ii) finally put to rest those claims and the

underlying matters, and (iii) avoid the further expense and disruption of the management and

operation of Sadia's business due to the pendency and defense of this Action, and, therefore,

have determined that it is desirable that the Action fully and finally be settled in the manner and

upon the terms and conditions set forth in this Stipulation.

L. Co-Lead Counsel have conducted an extensive investigation into the allegations

of wrongdoing asserted and the alleged damages suffered by the Class. Co-Lead Counsel's

investigation has included, among other things: (i) review and analysis of public documents

pertaining to Sadia and the Individual Defendants, including Sadia's filings with the SEC and

press releases, earnings releases and public statements published by Sadia; (ii) review and

analysis of Sadia conferences, analyst conference calls, and the Company's website; (iii) review

and analysis of analyst reports concerning the Company; (iv) review and analysis of newspaper



and magazine articles (and other media coverage) regarding Sadia, its business or the Individual

Defendants; (v) interviews with confidential sources comprised of former employees of the

Company and/or its subsidiaries; (vi) consultation with experts regarding the claims asserted in

the Complaint; (vii) review and analysis of documents produced by Defendants and third parties

during discovery; and (viii) research of the applicable law with respect to the claims asserted in

the Action and the potential defenses thereto.

M. Based upon the investigation, discovery and negotiations set forth above, Co-Lead

Counsel have concluded that the terms and conditions of this Stipulation are fair, reasonable and

adequate to the Class Representatives and the Class and in their best interests, and have, with the

approval of the Class Representatives, agreed to settle the claims raised in the Action pursuant to

the terms and provisions of this Stipulation, after considering: (i) the benefits that the members

of the Class will receive from settlement of the Action; (ii) the attendant risks of litigation; (iii)

the difficulties, expense and delays inherent in such litigation; and (iv) the desirability of

permitting the Settlement to be consummated as provided by the terms of this Stipulation.

N. NOW THEREFORE, without any admission or concession on the part of the

Class Representatives of any lack of merit of the Action whatsoever, and without any admission

or concession of any liability or wrongdoing or lack of merit in the defenses whatsoever by

Defendants, it is hereby STIPULATED AND AGREED, by and between the Parties through

their respective counsel, subject to approval of the Court pursuant to Rule 23(e) of the Federal

Rules of Civil Procedure, in consideration of the benefits flowing to the Parties hereto from the

Settlement herein set forth, that all Released Claims (as defined herein), as against the Released

Parties (as defined herein), and all Settled Parties' Claims (as defined herein) shall be



conlpromised, settled, released and dismissed with prejudice, upon and subject to the following

terms and conditions:

DEFINITIONS

1. As used in this Stipulation, and any exhibits attached hereto and made a part

hereof, the following terms shall have the following meanings:

(a) "Action" means the above-styled case, In re SADIA, S.A. Securities

Litigation, Case No. 1:08-CV-09528, pending in the United States District Court for the

Southern District ofNew York.

(b) "Authorized Claimant" means a Class Member who submits a valid Proof

of Claim and Release form to the Claims Administrator.

(c) "Claims Administrator" means GCG, Inc. which shall administer the

Settlement subject to approval and appointment by the Court.

(d) "Class" or "Class Members" means, as certified by the Court pursuant to

its Opinion and Order dated July 20, 2010, all persons and entities who purchased or otherwise

acquired Sadia ADRs from April 30, 2008 to September 25, 2008, inclusive, who held the ADRs

through the close of the market on September 25, 2008, and who were damaged thereby.l

Excluded from the Class are the Defendants, family members of each Individual Defendant, any

entity in which any Defendant has a controlling interest, and the directors, officers, legal

affiliates in which any Defendant has a controlling interest, representatives, heirs, successors and

In its Opinion and Order dated July 20, 2010, the Court granted Lead Plaintiffs' motion tocertify the class as pled: all persons and entities who purchased or otherwise acquired SadiaADRs from April 30, 2008 to September 26, 2008, inclusive, and who were damaged thereby.The Court went on to exclude from the class, purchasers who sold shares prior to the close of themarket on September 25, 2008. For purposes of clarity, the Parties agree that the last day of theclass period should be Septenlber 25, 2008 and have revised, for purposes of the Settlement, thedefinition of "Class" and "Class Period" accordingly.



predecessors in interest, or assigns of any such excluded party. Also excluded from the Class are

all persons and entities who exclude themselves from the Class by timely requesting exclusion in

accordance with the requirements set forth in the Notice.

(e) "Class Distribution Order" has the meaning set forth in ~14 hereof.

(t) "Class Period" means the period from April 30, 2008 to September 25,

2008, inclusive.

(g) "Complaint" means the Consolidated Amended Complaint dated March

16,2009.

(h) "Class Representatives" or "Lead Plaintiffs" means Westchester Putnam

Heavy & Highway Laborers Local 60 Benefit Funds, Alan Hyman, Phil Carey, Steve Geist and

Peter Schicker.

(i) "Co-Lead Counsel" or "Class Counsel" means the law firms of Kessler

Topaz Meltzer & Check, LLP and Saxena White P.A.

U) "Court" means the United States District Court for the Southern District of

New York.

(k) "Defendants" means, collectively, Sadia and the Individual Defendants.

(1) "Defendants' Counsel" means the law firms of Dewey & LeBoeuf LLP

and Stillman, Friedman & Shechtman, P.C.

(m) "Effective Date" means, as set forth in ~32 herein, the date on which: (i)

all conditions to the Settlement have been satisfied; (ii) the Court grants final approval to the

Settlement; and (iii) the expiration of the time allowed for appeal, motion or petition for

reconsideration or review, or after all such appeals, motions or petitions have been exhausted and

the Settlement has been affirmed.



(n) "Escrow Agent" means Co-Lead Counsel.

(0) "Final" or "Finality" means, with respect to any Judgment or Alternative

Judgment (as defined herein at ~l(q) and ~32(d) respectively): (a) if no appeal is filed, the

expiration date of the tinle provided for under the corresponding nLles of the applicable court or

statute for filing or noticing any appeal from the Judgment; or (b) if there is an appeal from the

Judgment, the date of: (i) final dismissal of such appeal from the Judgment, or the final dismissal

of any proceeding on certiorari or otherwise to review the Judgment; or (ii) the date of final

affirmance of an appeal of the Judgment, the expiration of the time to file a petition for a writ of

certiorari or other form of review, or the denial of a writ of certiorari or other form of review of

the Judgment, and, if certiorari or other form of review is granted, the date of final affirmance of

the Judgment following review pursuant to that grant. Any proceeding or order, or any appeal or

petition for a writ of certiorari or other form of review pertaining solely to: (i) any application for

attorneys' fees, costs or expenses; and/or (ii) the plan of allocation, shall not in any way delay or

preclude the judgment from becoming Final.

(P) "Individual Defendants" means Adriano Lima Ferreira, Welson Teixeira,

Jr., Gilberto Tomazoni, Walter Fontana Filho and Eduardo Fontana d'Avila.

(q) "Judgment" or "Order and Final Judgment" means the final judgment

approving the Settlement and order dismissing the Action, to be entered by the Court

substantially in the form attached hereto as Exhibit B.

(r) "Liaison Counsel" nleans the Law Offices of Curtis V. Trinko, LLP.

(s) "Net Settlement Fund" has the meaning set forth in ~6(a) hereof.

(t) "Notice" means the Notice of Pendency of Class Action and Proposed

Settlement, Motion for Attorneys' Fees and Expenses and Settlement Fairness Hearing, which



shall be mailed to members of the Class, substantially in the form attached hereto as Exhibit

A(l).

(u) "Parties" means, collectively, the Class Representatives and Defendants.

(v) "Person" means an individual, corporation (including all divisions and

subsidiaries), general or limited partnership, association, joint stock company, joint venture,

limited liability company, professional corporation, estate, legal representative, trust,

unincorporated association, government or any political subdivision or agency thereof, and any

other business or legal entity.

(w) "Plaintiffs" means, collectively, the Class Representatives and the

members of the Class.

(x) "Plaintiffs' Counsel" means Co-Lead Counsel, Liaison Counsel and all

other legal counsel who, at the direction and under the supervision of Co-Lead Counsel,

performed services on behalf of or for the benefit of the Class.

(y) "Plan of Allocation" has the meaning set forth in 1jf17 hereof.

(z) "Preliminary Approval Order" means the order preliminarily approving

the Settlement and directing notice thereof to the Class, to be entered by the Court substantially

in the form attached hereto as Exhibit A.

(aa) "Proof of Claim" means the proof of claim form substantially in the form

attached hereto as Exhibit A(2).

(bb) "Released Claims" means any and all claims, debts, demands, rights or

causes of action or liabilities whatsoever, whether based on federal, state, common or foreign

law or any other law, rule or regulation, whether fixed or contingent, accrued or un-accrued,

liquidated or un-liquidated, at law or in equity, matured or un-matured, whether class, and/or



individual in nature, including both known claims and Unknown Claims (as defined herein), that:

(i) have been asserted in this Action by the Class Representatives and/or the members of the

Class or any of them against any of the Released Parties; or (ii) could have been asserted in any

forum by the Class Representatives and/or the members of the Class or any of them against any

of the Released Parties which arise out of or are based, directly or indirectly, upon the

allegations, transactions, facts, matters or occurrences, representations or omissions involved, set

forth, or referred to in the Complaint and which relate to the purchase or acquisition of Sadia

ADRs during the Class Period. Additionally, "Released Claims" does not include claims relating

to the enforcement of the Settlement or the terms of this Stipulation.

(cc) "Released Parties" means Defendants and the current and former officers,

directors, partners, members, parents, subsidiaries, controlling persons, affiliates, employees,

agents, attorneys, auditors, underwriters, insurers, representatives, heirs, predecessors, successors

in interest and assigns of any Defendant.

(dd) "Sadia" or the "Company" means Sadia, S.A.

(ee) "Settled Parties' Claims" means any and all claims, debts, demands, rights

or causes of action or liabilities whatsoever, whether based on federal, state, foreign or common


liquidated or un-liquidated, at law or in equity, matured or un-matured, whether class and/or

individual in nature, including both known claims and Unknown Claims (as defined herein), that

have been or could have been asserted in the Action or any forunl by the Released Parties or any

of them or the successors and assigns of any of them against the Class Representatives, any Class

Member or their attorneys, which arise out of or relate in any way to the institution, prosecution,

or settlement of the Action (except for claims to enforce the Settlement).



(ft) "Settlen1ent" means the settlement contemplated by this Stipulation.

(gg) "Settlement Amount" means the cash amount of $27,000,000.00.

(hh) "Settlement Fund" or "Gross Settlement Fund" means the Settlement

Amount, plus any interest earned on the Settlen1ent Amount.

(ii) "Summary Notice" means the Summary Notice of Pendency and Proposed

Settlement of Class Action and Settlement Fairness Hearing to be published substantially in the

form attached hereto as Exhibit A(3).

OJ) "Unknown Claims" means any and all Released Claims that the Class

Representatives and/or any Class Member does not know or suspect to exist in his, her or its

favor as of the Effective Date and any Settled Parties' Claims that any Released Party does not

know or suspect to exist in his, her or its favor as of the Effective Date, 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 Settled Parties' Claims, the Parties stipulate and agree

that upon the Effective Date, the Class Representatives and Defendants shall expressly waive,

and each Class Member and Released Party shall be deemed to have waived, and by operation of

the Judgment shall expressly have waived, any and all provisions, rights and benefits conferred

by any law of any state or territory of the United States or of any other country, or principle of

common law or otherwise, which is similar, comparable, or equivalent to California Civil 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.



The Parties acknowledge, and Class Members and Released Parties by operation of law shall be

deemed to have acknowledged, that the inclusion of "Unknown Claims" in the definition of

Released Claims and Settled Parties' Claims was separately bargained for and was a key element

of the Settlement.

SCOPE AND EFFECT OF SETTLEMENT

2. The obligations incurred pursuant to this Stipulation shall be in full and final

disposition of the Action and any and all Released Claims as against all Released Parties and any

and all Settled Parties' Claims.

3. Upon the Effective Date of this Settlement, the Class Representatives and

members of the Class, on behalf of themselves and each of their heirs, executors, administrators,

successors, assigns, beneficiaries, predecessors, affiliates and any person or entity claiming to

have acted by or through any of the Class Members, shall, with respect to each and every

Released Claim, release and forever discharge, and shall forever be enjoined from prosecuting,

any Released Claims against any of the Released Parties.

4. Upon the Effective Date of this Settlement, each of the Released Parties, on

behalf of themselves and each of their heirs, executors, administrators, successors, assigns,

beneficiaries, predecessors, affiliates and any person or entity claiming to have acted by or

through any of the Released Parties, shall, with respect to each and every Settled Parties' Claim,

release and forever discharge, and shall forever be enjoined from prosecuting any of the Settled

Parties' Claims.

SETTLEMENT CONSIDERATION

5. In consideration for the release and discharge provided for in 'ir3 hereof, Sadia

shall payor cause to be paid on behalf of all Defendants the sum of twenty seven million dollars

($27,000,000.00) in cash (the "Settlement Amount") within ten (10) calendar days after the



Court's entry of the Preliminary Approval Order. When due to be paid, the Settlement Amount

will be deposited into an interest-bearing escrow account held by the Escrow Agent (the "Escrow

Account"). The Class Representatives recognize and acknowledge that the Individual

Defendants are not obligated to pay any of the Settlement Amount into the Escrow Account

under this Stipulation. However, if the Settlement Amount is not paid in accordance with this

paragraph, none of the Defendants, including the Individual Defendants, will get the releases

provided for in this Stipulation and the terms of the Settlement will be null and void.

6. (a) The Settlement Amount, plus interest accrued, shall be referred to as the

Settlement Fund. The Settlement Fund, net of any Taxes (as defined below), shall be used to

pay: (i) the costs and expenses of notice and administration of the Settlement Fund referred to in

IjflO hereof; (ii) the attorneys' fees and expense award referred to in Ijfl1 hereof; and (iii) the

remaining administration expenses referred to in 1jf14 hereof. The balance of the Settlement Fund

after the above payments shall be the "Net Settlement Fund." At a time following the Effective

Date, the Net Settlement Fund shall be distributed to Authorized Claimants as provided in 1jf1jf15

26 hereof. Any sums required to be held in escrow hereunder shall be held by the Escrow Agent.

All funds held by the Escrow Agent shall be deemed to be in the custody of the Court until such

time as the funds shall be distributed to Authorized Claimants or paid to the persons or entities

paying the same pursuant to this Stipulation and/or further order of the Court. The Escrow

Agent shall invest the Settlement Fund exclusively in instruments backed by the full faith and

credit of the United States Government or fully insured by the United States Government or an

agency thereof, including a U.S. Treasury Money Market Fund or a bank account insured by the

Federal Deposit Insurance Corporation ("FDIC") up to the guaranteed FDIC limit. The Parties

hereto agree that the Settlement Fund is intended to be a Qualified Settlement Fund within the



meaning of Treasury Regulation §1.468B-1, and that Co-Lead Counsel as administrator of the

Settlement Fund within the meaning of Treasury Regulation §1.468B-2(k)(3), shall be

responsible for filing tax returns and any other tax reporting for or in respect of the Settlement

Fund and paying from the Settlement Fund any Taxes owed with respect to the Settlement Fund.

In no event shall any Released Party have any responsibility whatsoever for filing elections or

other required statements, or tax returns, or for paying the costs associated therewith, the

payment of any Taxes due, or the expenses of notice or administration of the Settlement Fund.

Defendants agree to cooperate reasonably with the Escrow Agent to provide information

available to it that is needed for filing tax returns for the Settlement Fund and will give their

consent to the Settlement Fund's filing of any relation back election.

(b) All: (i) taxes on the income of the Settlement Fund; and (ii) expenses and

costs incurred in connection with the taxation of the Settlement Fund (including, without

limitation, expenses of tax attorneys and accountants) (collectively, the "Taxes") shall be paid

out of the Settlement Fund, shall be considered a cost of administration of the Settlement and

shall be timely paid out of the Escrow Account without prior order of the Court. The Released

Parties shall have no liability or responsibility for the payment of any Taxes.

7. This is not a "claims made" settlenlent; following the Effective Date of the

Settlement, none of the Settlement Fund shall be returned to Sadia and/or such other persons or

entities funding the Settlement.

PRELIMINARY APPROVAL

8. Promptly upon the execution of this Stipulation, the Parties shall file the

Stipulation and ancillary documents with the Court and apply for entry of the Preliminary

Approval Order, substantially in the form attached hereto as Exhibit A, and for the scheduling of

a hearing for consideration of, inter alia, final approval of the Settlement and Co-Lead Counsel's



application for an award of attorneys' fees and expenses (the "Settlement Fairness Hearing").

The Parties shall use their best efforts to obtain preliminary approval of the Settlement as soon as

practicable.

ADMINISTRATION

9. The Claims Administrator shall administer the Settlement under Co-Lead

Counsel's supervision and subject to the jurisdiction of the Court for all members of the Class.

The Defendants and Released Parties shall have no liability, obligation or responsibility for the

administration of the Settlement or disbursement of the Net Settlement Fund, any tax liability

that a Class Member may incur as a result of this Settlement, or as a result of any action taken

pursuant to this Settlement, the adnlinistration or processing of claims, including, without

limitation, determinations as to the validity of Proofs of Claim, the amounts of claims or

distribution of the Net Settlement Fund, or the maintenance of the Settlement Fund as a Qualified

Settlement Fund, except for the obligation to pay the Settlenlent Anl0unt, as provided herein, and

the Company's obligation to cause to be provided to Co-Lead Counsel, without any charge to the

Class Representatives or the Class, shareholder lists, as Sadia or the depository may possess, as

appropriate for providing notice to the Class, in a format designated by the Claims Administrator

for mailings no later than seven (7) business days following the Parties' execution of the

Stipulation.

10. All reasonable costs and expenses of notice to members of the Class and

administration of the Settlement Fund, escrow fees, Taxes, custodial fees and expenses incurred

in connection with processing Proofs of Claims or distributing the Net Settlement Fund (the

"Notice Expenses"), shall be paid from the Settlement Fund. Co-Lead Counsel may pay the

Notice Expenses from the Settlement Fund without further order of the Court or approval of

Defendants. In the event that the Settlement is not consumnlated, money paid or incurred for this



purpose, including any related fees, shall not be returned or repaid to Sadia and/or such other

persons and entities funding the Settlement.

ATTORNEYS' FEES AND EXPENSES

11. Co-Lead Counsel will apply to the Court for an award of attorneys' fees and

reimbursement of litigation expenses which, subject to Court approval, shall be paid from the

Settlement Fund. Such amounts as are awarded by the Court from the Settlement Fund shall be

payable immediately after the entry of an order awarding such fees and expenses,

notwithstanding the existence of any timely filed objections, appeal, or collateral attack on the

Settlement or any part thereof, subject to Co-Lead Counsel's obligation to make appropriate

refunds or repayments to the Settlement Fund plus accrued interest at the same rate as is earned

by the Settlement Fund, if and when, as a result of any appeal and/or further proceedings on

remand, or successful collateral attack, the fee or expense award is reduced or reversed or for

whatever reason the Settlement is terminated pursuant to ~33 hereof. Such repayment shall be

made by Co-Lead Counsel within fifteen (15) business days following the reduction or reversal

of the attorneys' fees and expense award or termination of the Settlement Fund with the interest

calculation to begin as of the day of the attorneys' fees and expense award was paid to Co-Lead

Counsel and to end as of the day the attorneys' fees and expense award is returned to the

Settlement Fund. In addition, as a condition of receiving the attorneys' fees and expenses, Co

Lead Counsel, on behalf of themselves and each of their partners and/or shareholders, agree that

the law firms and their partners and/or shareholders are subject to the jurisdiction of the Court for

the purpose of enforcing this obligation. Co-Lead Counsel shall have sole discretion in the

allocation of attorneys' fees among Plaintiffs' Counsel. In addition, the Class Representatives

may seek reimbursement for their costs and expenses (including lost wages) incurred in



representing the Class which, subject to Court approval, shall also be paid from the Settlement

Fund.

12. Defendants shall take no position on Co-Lead Counsel's request for an award of

attorneys' fees and expenses and/or reirrlbursement to the Class Representatives for their costs

and expenses in connection with representing the Class. The procedure for and the allowance or

disallowance of any application for attorneys' fees and expenses are not part of the Settlement

and are to be considered by the Court separately from the Court's consideration of the fairness,

reasonableness and adequacy of the Settlement.

13. No Released Parties shall be liable or obligated to pay any fees, expenses, costs or

disbursements to, or incur any expense on behalf of, any person or entity (including, without

limitation, the Class Representatives and Co-Lead Counsel), directly or indirectly, in connection

with the Action or this Settlement, except as expressly provided for in this Stipulation.

CLASS DISTRIBUTION ORDER / ADMINISTRATION EXPENSES

14. Co-Lead Counsel shall apply to the Court for an order (the "Class Distribution

Order") approving the Claims Administrator's administrative determinations concerning the

acceptance and rejection of submitted claims, approving any fees and expenses relating to the

administration of the Settlement, not previously paid by the Escrow Agent pursuant to ~l 0

herein, including the fees and expenses of the Claims Administrator, and, upon the Effective

Date (as defined in ~32 below), directing payment of the Net Settlement Fund to Authorized

Claimants.

DISTRIBUTION TO AUTHORIZED CLAIMANTS

15. The allocation of the Settlement Fund among the members of the Class shall be

subject to a plan of allocation to be proposed by Co-Lead Counsel and approved by the Court.

Defendants shall take no position with respect to such proposed plan of allocation or such plan as



may be approved by the Court and shall have no responsibility or liability whatsoever with

respect to such plan of allocation. Such plan of allocation is a matter separate and apart from the

proposed Settlement between the Parties, and no order or proceedings relating to the Plan of

Allocation shall operate to modify, terminate or cancel this Settlement or Stipulation or affect the

finality of the Judgment or any other orders entered by the Court giving effect or pursuant to this

Settlement.

16. Class Members shall look solely to the Net Settlement Fund for settlement and

satisfaction of all Released Claims and only to the extent expressly provided by this Settlement,

the Court-approved Plan of Allocation or an Order of the Court. Under no circunlstances will

any of the Released Parties be responsible for the payment of any fees, costs, expenses or other

funds associated with or arising out of the Settlement contemplated by this Stipulation, except as

expressly provided for in this Stipulation. No Authorized Claimant shall have any claim against

the Class Representatives, Plaintiffs' Counsel, any Defendant, Released Party or Defendants'

Counsel based on any distribution made in accordance or as contemplated by this Stipulation.

17. The Claims Administrator shall determine each Authorized Claimant's pro rata

share of the Net Settlement Fund based upon each Authorized Claimant's Recognized Claim (as

defined in the plan of allocation described in the Notice annexed hereto as Exhibit A(l) (the

"Plan of Allocation"), or in such other plan of allocation as the Court approves). Subject to the

terms of the Plan of Allocation, each Authorized Claimant shall be allocated a pro rata share of

the Net Settlement Fund based on his, her, or its Recognized Claim compared to the total

Recognized Claims of all accepted claimants.



18. The Plan of Allocation proposed in the Notice is not a necessary term of this

Stipulation, and this Stipulation is not conditioned on the approval of any particular Plan of

Allocation.

19. Co-Lead Counsel shall be responsible for supervising the administration of the

Settlement and disbursement of the Net Settlement Fund by the Claims Administrator. Co-Lead

Counsel shall have the right, but not the obligation, to waive what they deem to be formal or

technical defects in any Proofs of Claim submitted in the interests of achieving substantial

justice.

20. For purposes of determining the extent, if any, to which a Class Member shall be

entitled to be treated as an "Authorized Claimant," the following conditions shall apply:

(a) Each Class Member shall be required to submit a Proof of Claim (see

Exhibit A(2) hereto), supported by such documents as are designated therein, including proof of

the claimant's loss, or such other documents or proof as Co-Lead Counsel, in their discretion,

nlay deem appropriate;

(b) All Proofs of Claim must be submitted by the date specified in the Notice

unless such period is extended by order of the Court. Any Class Member who fails to submit a

Proof of Claim by such date shall forever be barred from receiving any payment pursuant to this

Stipulation (unless, by order of the Court, a later submitted Proof of Claim by such Class

Member is approved), but shall in all other respects be bound by all of the terms of this

Stipulation and the Settlement including the terms of the Judgment to be entered in the Action

and the releases provided for herein, and shall be barred from bringing any Released Claims

against the Released Parties under any pending and subsequently initiated litigation, arbitration

or other proceeding. Provided that it is received before the motion for the Class Distribution



Order is filed, a Proof of Claim shall be deemed to have been submitted when posted, if received

with a postmark indicated on the envelope and if mailed by first-class mail and addressed in

accordance with the instructions thereon. In all other cases, the Proof of Claim shall be deemed

to have been submitted when actually received by the Claims Administrator;

(c) Each Proof of Claim shall be submitted to and reviewed by the Claims

Administrator, under the supervision of Co-Lead Counsel, who shall determine in accordance

with this Stipulation the extent, if any, to which each claim shall be allowed, subject to review by

the Court pursuant to subparagraph (e) below;

(d) Proofs of Claim that do not meet the submission requirements may be

rejected. Prior to rejection of a Proof of Claim, the Claims Administrator shall communicate

with claimants in order to remedy the curable deficiencies in the Proofs of Claim submitted. The

Claims Administrator, under supervision of Co-Lead Counsel, shall notify, in a timely fashion

and in writing, all claimants whose Proofs of Claim they propose to reject in whole or in part,

setting forth the reasons therefor, and shall indicate in such notice that the claimant whose claim

is to be rejected has the right to a review by the Court if the claimant so desires and complies

with the requirements of subparagraph (e) below;

(e) If any claimant whose claim has been rejected in whole or in part desires

to contest such rejection, the claimant must, within twenty (20) days after the date of mailing of

the notice required in subparagraph (d) above, serve upon the Claims Administrator a notice and

statement of reasons indicating the claimant's grounds for contesting the rejection along with any

supporting documentation, and requesting a review thereof by the Court. If a dispute concerning

a claim cannot otherwise be resolved, Co-Lead Counsel shall thereafter present the request for

review to the Court; and



(f) The administrative determinations of the Claims Administrator accepting

and rejecting claims shall be presented to the Court, on notice to Defendants' Counsel, for

approval by the Court in the Class Distribution Order.

21. Each claimant shall be deemed to have submitted to the jurisdiction of the Court

with respect to the claimant's claim, and the claim will be subject to investigation and discovery

under the Federal Rules of Civil Procedure, provided that such investigation and discovery shall

be limited to that clainlant's status as a Class Member and the validity and amount of the

claimant's claim. No discovery shall be allowed on the merits of the Action or Settlement in

connection with processing of the Proofs of Claim.

22. Paynlent pursuant to this Stipulation shall be deemed final and conclusive against

all Class Members. All Class Members whose claims are not approved by the Court shall be

barred from participating in distributions from the Net Settlement Fund, but otherwise shall be

bound by all of the terms of this Stipulation and the Settlement, including the terms of the

Judgment to be entered in the Action and the releases provided for herein, and shall be barred

from bringing or maintaining any action against the Released Parties concerning the Released

Claims.

23. All proceedings with respect to the administration, processing and determination

of claims described in ~20 of this Stipulation and the determination of all controversies relating

thereto, including disputed questions of law and fact with respect to the validity of claims, shall

be subject to the jurisdiction of the Court.

24. The Net Settlement Fund shall be distributed to Authorized Claimants by the

Claims Administrator only after the Effective Date and after: (i) all claims have been processed,

and all claimants whose claims have been rejected or disallowed, in whole or in part, have been



notified and provided the opportunity to be heard concerning such rejection or disallowance; (ii)

all objections with respect to all rejected or disallowed claims have been resolved by the Court,

and all appeals therefrom have been resolved or the time therefor has expired (or appropriate

amounts have been placed in reserve); (iii) all costs of administration have been paid; and (iv)

the Court has entered a Class Distribution Order as described in '13 above.

25. If any funds remain in the Net Settlen1ent Fund by reason of uncashed checks, or

otherwise, after the Claims Administrator has made reasonable and diligent efforts to have

Authorized Claimants who are entitled to participate in the distribution of the Net Settlement

Fund cash their distribution checks, then any balance remaining in the Net Settlement Fund six

(6) months after the initial distribution of such funds shall be used: (i) first, to pay any amounts

mistakenly omitted from the initial distribution to Authorized Claimants or to pay any late, but

otherwise valid and fully documented claims received after the cut-off date used to make the

initial distribution, provided that such distributions to any late post-distribution claimants meet

all of the other criteria for inclusion in the initial distribution, including the $10.00 minimum

check amount set forth in the Notice; (ii) second, to pay any additional fees and expenses

incurred in administering the Settlement; and (iii) finally, to make a second distribution to

Authorized Claimants who cashed their checks from the initial distribution and who would

receive at least $10.00 from such second distribution, after payment of the estimated costs or fees

to be incurred in administering the Net Settlement Fund and in making this second distribution, if

such second distribution is economically feasible as determined by Co-Lead Counsel after

consulting with the Claims Administrator.

26. If after four (4) months after such second distribution, if undertaken, or if such

second distribution is not undertaken, any funds shall remain in the Net Settlement Fund after the



Claims Administrator has made reasonable and diligent efforts to have Authorized Claimants

who are entitled to participate in this Settlement cash their checks, any funds remaining in the

Net Settlement Fund shall be donated to a secular 50l(c) charity selected by Co-Lead Counsel

and approved by the Court.

RIGHT TO COMMUNICATE WITH CLASS MEMBERS

27. The Class Representatives acknowledge and agree that Sadia, together with its

parent, has the right to communicate orally and in writing with its shareholders and to respond to

inquiries from Class Melnbers, including without limitation:

(a) communications regarding the subject matter of this Settlement between

Class Members and representatives of Sadia and/or its parent to the extent such communications

are initiated by Class Members, provided further that where appropriate, with respect to such

communications, Sadia shall direct its counsel to contact Co-Lead Counsel to discuss the

specifics of such communications and, if possible, how to respond to such communications; and

(b) such communications as may be made in the normal course of Sadia

and/or its parent's business.

RIGHT OF EXCLUSION OR OBJECTION

28. Any Person may seek to be excluded from the Class and the Settlement provided

for in this Stipulation by submitting a written request for exclusion in conformity with the

requirements stated in the Notice (see Exhibit A(l) hereto). Any merrlbers of the Class so

excluded shall not be bound by the terms of the Stipulation, or be entitled to any of its benefits,

and shall not be bound by the Judgment and/or other order of the Court, whether pursuant to this

Stipulation or otherwise.

26. Any member of the Class who does not exclude himself, herself or itself from the

Class and the Settlement shall have the right to submit written objections concerning the



Settlement, the Plan of Allocation, Co-Lead Counsel's application for attorneys' fees and

expenses and/or reimbursement of costs and expenses to the Class Representatives, which

objections shall contain all of the required information, as set forth in the Notice, including the

reason(s) for the objection. All Persons desiring to attend the Settlement Fairness Hearing and

be heard as objectors must have timely filed written objections as provided herein, as a condition

of appearing and being heard at such hearing. Any Class Member who does not timely file

written objections to the Settlement pursuant to this paragraph and the Notice shall not be

permitted to object to the Settlement at the Settlement Fairness Hearing, and shall be foreclosed

from objecting to, challenging or otherwise seeking review of the Settlement by appeal or

otherwise, in this Action or in any other action.

29. To retract or withdraw a request for exclusion, a member of the Class must file a

written notice with the Court stating the Class Member's desire to retract or withdraw his, her, or

its request for exclusion and that Class Member's desire to be bound by any judgment or

Settlement in this Action; provided, however, that the filing of such written notice may be

effected by Co-Lead Counselor Defendants' Counsel, and Co-Lead Counselor Defendants'

Counsel, as appropriate, shall promptly notify opposing counsel of any retraction or withdrawal

of a request for exclusion.

FINAL APPROVAL OF SETTLEMENT AND THE ORDER AND FINAL JUDGMENT

30. If the Settlement contemplated by this Stipulation is approved by the Court, Co-

Lead Counsel and Defendants' Counsel jointly shall request that the Court enter an Order and

Final Judgment substantially in the form annexed hereto as Exhibit B.

SUPPLEMENTAL AGREEMENT

31. Simultaneously herewith, Co-Lead Counsel and Defendants' Counsel are

executing a "Supplemental Agreement." Unless otherwise directed by the Court, the



Supplemental Agreement will not be filed with the Court. Defendants may, in accordance with

the terms set forth in the Supplemental Agreement, elect in writing to terminate the Settlement

and this Stipulation if a certain condition (the "Opt-Out Threshold") is met and Co-Lead Counsel

and Defendants' Counsel are unable to cure this condition in accordance with the terms of the

Supplemental Agreement. If required by the Court, the Supplemental Agreement and/or any of

its terms may be disclosed to the Court for purposes of approval of the Settlen1ent, but such

disclosure shall be carried out to the fullest extent possible in accordance with the practices of

the Court so as to preserve the confidentiality of the Supplemental Agreement, particularly the

Opt-Out Threshold. In the event of a termination of this Settlement pursuant to the Supplemental

Agreement, this Stipulation and Settlement shall only be enforceable as to the provisions of'34.

EFFECTIVE DATE OF SETTLEMENT, WAIVER OR TERMINATION

32. The "Effective Date" of the Settlement shall be the date when all the following

conditions of Settlement shall have occurred:

(a) payment of the Settlement Amount in conformity with '5 herein;

(b) entry of the Preliminary Approval Order substantially in the form attached

hereto as Exhibit A;

(c) final approval by the Court of the Settlement, following notice to the Class

and a hearing, as prescribed by Rule 23 of the Federal Rules of Civil Procedure; and

(d) entry by the Court of an Order and Final Judgment, substantially in the

form attached hereto as Exhibit B, and the expiration of any time for appeal or review of such

Order and Final Judgment or, if any appeal is filed, after such Order and Final Judgment is

upheld on appeal in all material respects and is no longer subject to review upon appeal or

review by writ of certiorari, or, in the event that the Court enters an Order and Final Judgment in

a form substantially other than that provided above ("Alternative Judgment") and none of the



Parties hereto elect to terminate this Settlement, the date that such Alternative Judgment beconles

final and no longer subject to review.

33. The Parties shall have the right to terminate the Settlement and thereby this

Stipulation by providing written notice of their election to do so ("Termination Notice") to all

Parties hereto within thirty (30) calendar days of any of the following: (a) the Court declining to

enter the Preliminary Approval Order in any nlaterial respect; (b) the Court refusing to approve

the Settlement as set forth in this Stipulation; (c) the Court declining to enter the Order and Final

Judgment in any material respect or entering an Alternative Judgment; (d) the date upon which

the Order and Final Judgment is modified or reversed in any material respect by any appellate

court; or (e) the date upon which an Alternative Judgment is modified or reversed in any material

respect by any appellate court. In addition, Co-Lead Counsel shall have the right to terminate the

Settlement after thirty (30) calendar days of Defendants' failure to deposit timely the Settlement

Amount pursuant to instructions provided by Co-Lead Counsel. If a party elects to terminate the

Settlement pursuant to this paragraph, termination will become effective within two (2) weeks of

service of the Termination Notice. During these two weeks, the Parties shall use their best

efforts to resolve any existing conflicts and/or deficiencies and reinstate the Settlement.

34. Except as otherwise provided herein, in the event of a withdrawal or the

termination of the Settlement as set forth in ,-r31 and ,-r33: (a) the Settlement shall be without

prejudice, and none of its terms shall be effective or enforceable; (b) the Settlenlent Amount (to

the extent it has been funded), plus interest, less any reasonable amounts incurred for

administration expenses, including but not limited to notice costs and/or Taxes, shall be returned

to the Person(s) paying it into the Settlement Fund within twenty (20) business days pursuant to

their written instructions; (c) the Parties shall revert to their litigation positions immediately prior



to the execution of this Stipulation; and (d) the fact and terms of the Stipulation and this

Settlement shall not be admissible in any trial of the Action.

BAR ORDER

35. The Judgment to be entered in this Action shall provide, in accordance with the

Private Securities Litigation Reform Act of 1995 ("PSLRA"), as codified at 15 U.S.C. §78u

4(f)(7)(A), that any and all claims for contribution arising out of any Released Claims (i) by any

person or entity against any of the Released Parties, and (ii) by any of the Released Parties

against any person or entity, other than as set out in 15 U.S.C. §78u-4(f)(7)(A)(ii), are hereby

permanently barred, extinguished, discharged, satisfied, and unenforceable. Accordingly,

without limitation to any of the above, (i) any person or entity is hereby permanently enjoined

from commencing, prosecuting, or asserting against any of the Released Parties any such claim

for contribution, and (ii) the Released Parties are hereby permanently enjoined from

commencing, prosecuting, or asserting against any person or entity, any such claim for

contribution. In accordance with 15 U.S.C. §78u-4(f)(7)(B), any final verdict or judgment that

might be obtained by or on behalf of the Class or a Class Member against any person or entity

based upon or arising out of any Released Claim for which such person or entity and any

Released Parties are found to be jointly liable shall be reduced by the greater of (i) an amount

that corresponds to the percentage of responsibility of any such Released Party for common

damages or (ii) the amount paid to the Class by or on behalf of each such Released Party for

common damages.

36. The Judgment to be entered in this Action shall also provide a Complete Bar

Order as follows:

(a) Any and all persons and entities are permanently barred, enjoined, and



restrained from commencing, prosecuting, or asserting any claim against any Released Party

arising under any federal, state, or foreign statutory or common-law rule, however styled,

whether for indemnification or contribution or otherwise denominated, including, without

limitation, claims for breach of contract and for misrepresentation, where the claim is or arises

fronl a Released Claim and the alleged injury to such person or entity arises from that person's or

entity's alleged liability to the Class or any Class Member, including, without limitation, any

claim in which a person or entity seeks to recover from any of the Released Parties (i) any

amounts such person or entity has or might become liable to pay to the Class or any Class

Member and/or (ii) any costs, expenses, or attorneys' fees from defending any claim by the Class

or any Class Member. All such claims are hereby extinguished, discharged, satisfied, and

unenforceable, subject to a hearing to be held by the Court, if necessary. The provisions of this

Paragraph 36(a) are intended to preclude any liability of any of the Released Parties to any

person or entity for indemnification, contribution, or otherwise on any claim that is or arises

from a Released Claim and where the alleged injury to such person or entity arises from that

person's or entity's alleged liability to the Class or any Class Member; provided, however, that if

the Class or any Class Member obtains any judgment against any such person or entity based

upon, arising out of, or relating to any Released Claim for which such person or entity and any of

the Released Parties are found to be jointly liable, that person or entity shall be entitled to a

judgment credit equal to an amount that is the greater of (i) an amount that corresponds to the

percentage of responsibility of any such Released Party for common damages or (ii) the amount

paid to the Class by or on behalf of each such Released Party for common damages.

(b) Notwithstanding anything stated in this Complete Bar Order, if any person

or entity (for purposes of this Subparagraph (b), a "petitioner") commences against any of the



Released Parties any action either (i) asserting a claim that is or arises from a Released Claim

and where the alleged injury to such person or entity arises from that person's or entity's alleged

liability to the Class or any Class Member or (ii) seeking contribution or indemnity for any

liability or expenses incurred in connection with any such claim, and if such action or claim is

not barred by a court pursuant to this Paragraph 36, or is otherwise not barred by the Complete

Bar Order, neither the Complete Bar Order nor this Stipulation shall bar claims by that Released

Party against (a) such petitioner, (b) any person or entity who is or was controlled by,

controlling, or under common control with the petitioner, whose assets or estate are or were

controlled, represented, or administered by the petitioner, or as to whose claims the petitioner has

succeeded, and (c) any person or entity that participated with any of the preceding persons or

entities described in items (a) and (b) of this Subparagraph in connection with the conduct,

transactions, or occurrences that are the subject of the claim brought against the Released Party,

or any person or entity that was involved in the issues and damages alleged by the petitioner;

provided, further, that nothing in the Complete Bar Order or this Stipulation shall prevent the

Parties from taking such steps as are necessary to enforce the temlS of this Stipulation and the

Settlement embodied herein.

(c) Nothing In this Complete Bar Order shall prevent a putative Class

Merrlber who validly requests to be excluded from the Class from pursuing any Released Claim

against any Released Party. If any putative Class Member who validly requests exclusion from

the Class pursues any such Released Claim against any Released Party, nothing in this Complete

Bar Order or in this Stipulation shall operate to preclude such Released Party from asserting any

claim of any kind against such putative Class Member (or seeking contribution or indemnity

from any person or entity, including any co-defendant in the Action, in respect of the claim of



such putative Class Member who validly requests exclusion from the Class).

(d) Class Representatives and the Class Members will use their best efforts, in

settling any claim with any other person or entity, to obtain from such person or entity a release

of any and all claims based upon, arising out of, or relating to the Action or any of the Released

Claims that the person or entity might have against any of the Released Parties.

(e) If any term of the Complete Bar Order entered by the Court is held to be

unenforceable after the date of entry, such provision shall be substituted with such other

provision as may be necessary to afford all of the Released Parties the fullest protection

permitted by law from any claim that is based upon, arises out of, or relates to any Released

Claims.

(f) Notwithstanding the Complete Bar Order or anything else in this

Stipulation, nothing shall release, interfere with, limit, or bar the assertion by any Released Party

of any claim for insurance coverage under any insurance, reinsurance, or indemnity policy that

provides coverage respecting the conduct at issue in the Action, or any claim for indemnification

or for costs, expenses or attorneys' fees from defending any claim by the Class or any Class

Member as between the Company and the Individual Defendants. For the avoidance of doubt, in

the event there is deemed to be a conflict between this Sub-Section 36(f) and any other provision

herein, this sub-section shall govern.

NO EVIDENTIARY EFFECT OF TERMINATION

37. Except as otherwise provided herein, in the event of a withdrawal or the

termination of the Settlement as set forth in ~31 and ~33, the Parties shall be deemed to have

reverted nunc pro tunc to their respective status as of August 17, 2011, and shall proceed in all

respects as if this Stipulation and related orders had not been executed and without prejudice in

any way fronl the negotiation, terms or existence of this Stipulation. This Stipulation, and all of



the negotiations, discussions and statements with respect hereto, shall be inadmissible in the

Action for all purposes and shall not entitle any party to recover costs incurred in connection

with the implementation of this Stipulation.

NO ADMISSION OF WRONGDOING

38. This Stipulation and all negotiations, statements, and proceedings in connection

herewith shall not, in any event, be construed or deemed to be evidence of an admission or

concession on the part of the Class Representatives, any Defendant, any member of the Class, or

any other Person, of any liability or wrongdoing of any nature by them, or any of them, and shall

not be offered or received in evidence in any action or proceeding (except an action to enforce

this Stipulation and Settlement contemplated hereby), or be used in any way as an admission,

concession, or evidence of any liability or wrongdoing of any nature, and shall not be construed

as, or deemed to be evidence of, an admission or concession that the Class Representatives, any

member of the Class, or any other Person, has or has not suffered any damage. The Parties agree

that no party was or is a "prevailing party" in this case.

MISCELLANEOUS PROVISIONS

39. All of the exhibits attached hereto are hereby incorporated by reference as though

fully set forth herein.

40. The Parties intend the Settlement to be a final and complete resolution of all

disputes asserted or which could be asserted by the Class Men1bers against the Released Parties

with respect to the Released Claims. Accordingly, the Class Representatives and Defendants

agree not to assert in any forum that the Action was brought by the Class Representatives or

defended by Defendants in bad faith or without a reasonable basis. The Parties shall assert no

claims of any violation of Rule 11 of the Federal Rules of Civil Procedure relating to the

prosecution, defense, or settlement of the Action, and the Parties and their respective counsel



shall not make any applications for fees, costs or sanctions pursuant to Rule 11, Rule 37, Rule

45, or any other court rule or statute with respect to any claims or defenses in this Action or to

any aspect of the institution, prosecution or defense of this Action. The Parties agree that the

amount paid and the other terms of the Settlement were negotiated at arm's-length in good faith

by the Parties, and reflect a settlement that was reached voluntarily after consultation with

experienced legal counsel.

41. Each of the Defendants warrants (as to himself or itself) that, as to the payment

made by or on behalf of him or it, at the time such payment was made pursuant to ,-r5 above, he

or it was not insolvent nor will the payment made by or on behalf of him or it render him or it

insolvent within the meaning of United States Bankruptcy Code, including §§101 and 547

thereof. This representation is made by each of the Defendants and not by Defendants' Counsel.

42. If a case is commenced with respect to any Person or entity contributing to the

Settlement Fund under Title 11 of the United States Code (Bankruptcy), or a trustee, receiver or

conservator is appointed under any similar law, and in the event of the entry of a final order of a

court of competent jurisdiction determining the transfer of the Settlement Fund, or any portion

thereof, by or on behalf of any Defendant to be a preference, voidable transfer, fraudulent

conveyance, or similar transaction and any portion thereof is required to be returned, and such

amount is not promptly deposited to the Settlement Fund by or on behalf of the Defendants then,

at the election of Co-Lead Counsel, the Parties shall jointly move the Court to vacate and set

aside the releases given and Judgment entered in favor of the Released Parties pursuant to this

Stipulation, which releases and Judgment shall be null and void, and the Parties shall be restored

to their respective litigation positions in the Action immediately prior to the execution of this



Stipulation and any cash proceeds in the Settlement Fund shall be returned as provided in ,-r34

above.

43. This Stipulation may not be modified or amended, nor may any of its provisions

be waived, except by a writing signed by all Parties hereto or their successors-in-interest.

44. The headings herein are used for the purpose of convenience only and are not

meant to have legal effect.

45. The administration and consummation of the Settlement as embodied in this

Stipulation shall be under the authority of the Court, and the Court shall retain exclusive

jurisdiction for the purpose of entering orders providing for awards of attorneys' fees and

expenses to Co-Lead Counsel and/or reimbursement of costs and expenses to the Class

Representatives and enforcing the terms of this Stipulation.

46. The waiver by one party of any breach of this Stipulation by any other party shall

not be deemed a waiver of any other prior or subsequent breach of this Stipulation.

47. This Stipulation and its exhibits, and the Supplemental Agreement constitute the

entire agreement concerning the Settlement of the Action, and no representations, warranties, or

inducements have been made by or on behalf of any party hereto concerning this Stipulation, its

exhibits, and the Supplemental Agreement other than those contained and n1emorialized in such

documents.

48. This Stipulation may be executed in one or more counterparts, including by

signature transmitted by facsimile or electronic mail. Each counterpart when so executed shall

be deemed to be an original, and all such counterparts together shall constitute the same

instrument. All counsel and any other Person executing this Stipulation and any of the exhibits

hereto, or any related settlement documents, warrant and represent that they have the full



authority to do so and that they have the authority to take appropriate action required or

permitted to be taken pursuant to the Stipulation to effectuate its terms.

49. This Stipulation shall be binding upon, and inure to the benefit of, the successors

and assigns of the Parties hereto.

50. The construction and interpretation of this Stipulation shall be governed and

construed in accordance with the laws of the State of New York without regard to conflicts of

law principles thereof, to the extent that federal law does not apply.

51. This Stipulation shall not be construed more strictly against one party than

another merely by virtue of the fact that it, or any part of it, may have been prepared by counsel

for one of the Parties, it being recognized that this Stipulation is the result of arm's-length

negotiations between the Parties and all Parties have contributed substantially and materially to

the preparation of this Stipulation.

52. The undersigned signatories represent that they have authority from their

respective client(s) to execute this Stipulation and any of the exhibits hereto, or any related

settlement documents.

53. The Parties agree to cooperate fully with one another in seeking Court approval of

the Preliminary Approval Order, the Stipulation and the Settlement, and to agree promptly upon

and execute all such other documentation as may reasonably be required to obtain final approval

by the Court of the Settlement.

54. The Parties and their counsel agree that they will refrain from disparaging the

Settlement or each other with respect to the Action in any press releases or statements to the

media, or in any other communications.



Dated: September 16, 2011 KESSLER TOPAZ MELTZER&CHECK,LLP

~----..Stuart L. Berman, Esq.Christopher L. Nelson, Esq.John J. Gross, Esq.280 King ofPrussia RoadRadnor, PA 19087Telephone: (610) 667..7706Facsimile: (610) 667-7056

SAXENA WHITE P.A.

Maya Saxena" Esq.JosephE. White, m, Esq.Christopher S. Jones, Esq.Lester Hooker2424 North Federal HighwaySuite 257Boca Raton, FL 33431Telephone: (561) 394-3399Facsimile: (561) 394-3082

Co-Lead Counselfor Class Representativesand the Class

LAW OFFICES OF CURTIS V. TRINKO, LLPCurtis V. Trinka, Esq. (CT-1838)Wai K. Chan, Esq. (WC-0743)16 West 46th Street, 7th FloorNew York, NY 10036Telephone: (212) 490-9550Facsimile: (212) 986-0158

Liaison Counsellor Class Representativesand the Class .

- 35 - STIPULATION AND AGREEMENT OF SETILEMENT


Dated: September 16, 2011 KESSLER TOPAZ MELTZER& CHECK,LLP

Stuart L. Belman, Esq.Christopher L. Nelson, Esq.John J. Gross, Esq.280 King of Prussia RoadRadnor, PA 19087Telephone: (610) 667-7706Facsimile: (610) 667-7056

.' ? /'/

SAXENA "YJI-~l~~P.A//<>---

//~;;5~~;,/::;;;;:fMay~-Saxena,P§q. /;-;>-- C_._.

. f'~ /,/Joseph E. White, III, Esq..:.:--/Christopher S. Jones, Esq.Lester Hooker2424 North Federal HighwaySuite 257Boca Raton, FL 33431Telephone: (561) 394-3399Facsimile: (561) 394-3082

Co-Lead Counsel for Class Representativesand the Class

LAW OFFICES OF CURTIS V. TRINKa, LLI)Curtis V. Trinka, Esq. (CT-1838)Wai K. Chan, Esq. (WC-0743)16 West 46th Street, 7th FloorNew York, NY 10036Telephone: (212) 490-9550Facsimile: (212) 986-0158

Liaison Counsel for Class Representativesand the Class

DEWEY & LEBOEUF LLP

Jonathan D. Siegfried, Esq.Kelly A. Librera, Esq.Lawrence S. Hirsh, Esq.



1301 Avenue of the AmericasNew York, NY 10019Telephone: (212) 259·8000Facsimile: (212) 259-8500

Counsel/or Defendants SadiaJ S.A., WelsonTeixeira, Jr., Gilberto Tomazoni, Walter FontanaFilho and Eduardo Fontana d'Avi!a

S~MAN & SHE~HTMAN,P.C.

Charles A. Stillman, Esq.Scott M. Himes, Esq.425 Park AvenueNew York, NY 10022Telephone: (212) 223-0200Facsimile: (212) 223-1942

Counselfor Defendant Adriano Lima Ferreira

- 36 • STIPULATION AND AGREEMENT OF SETTLEMENT


Case 1:08-cv-09528-SAS Document 123-1 Filed 12/28/11 Page 1 of 11

EXHIBIT A

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

Case No. 1:08-CV-09528 (SAS) In re SADIA, S.A. SECURITIES LITIGATION

[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT

WHEREAS, on September 16, 2011, plaintiffs Westchester Putnam Heavy & Highway

Laborers Local 60 Benefit Funds, Alan Hyman, Phil Carey, Steve Geist and Peter Schicker

(collectively, the “Class Representatives”), on behalf of themselves and the Class (as herein

defined), and defendants Sadia, S.A. (“Sadia” or the “Company”), Adriano Lima Ferreira,

Welson Teixeira, Jr., Gilberto Tomazoni, Walter Fontana Filho and Eduardo Fontana d’Avila

(collectively, the “Defendants” and, together with the Class Representatives, the “Parties”) in the

above-captioned class action (the “Action”), by and through their respective counsel, entered into

a Stipulation and Agreement of Settlement (the “Stipulation”) which is subject to review under

Rule 23 of the Federal Rules of Civil Procedure and which, together with the exhibits thereto,

sets forth the terms and conditions for the proposed settlement of the claims alleged in the

Consolidated Amended Complaint dated March 16, 2009 (the “Complaint”);

WHEREAS, pursuant to Opinion and Order dated July 10, 2010, the Court certified a

class comprised of all persons and entities who purchased or otherwise acquired Sadia American

Depository Receipts (“ADRs”) from April 30, 2008 to September 26, 2008, inclusive, who held

the ADRs through the close of the market on September 25, 2008, and who were damaged

thereby; 1 and

1 For purposes of clarity, the Parties agree that the last day of the class period should be September 25, 2008 and have revised, for purposes of the Settlement, the definition of “Class” and “Class Period” accordingly. Excluded from the Class are the Defendants, family members

1


EXHIBIT A

WHEREAS, upon consent of the Parties, after review and consideration of the Stipulation

filed with the Court and the exhibits annexed thereto, and after due deliberation,

IT IS HEREBY ORDERED that:

1. The Court, for purposes of this order (the “Preliminary Approval Order”), adopts

all defined terms as set forth in the Stipulation.

2. Co-Lead Counsel are authorized to act on behalf of the Class with respect to all

acts required by, or which may be undertaken pursuant to, the Stipulation or such other acts that

are reasonably necessary to consummate the proposed Settlement set forth in the Stipulation.

3. The Court preliminarily approves: (i) the proposed Settlement of the Action as

set forth in the Stipulation, and (ii) the proposed Plan of Allocation described in the Notice,

subject to the right of any Class Member to challenge the fairness, reasonableness, and adequacy

of the Settlement, the Stipulation or the proposed Plan of Allocation, and to show cause, if any

exists, why a final judgment dismissing the Action based on the Stipulation should not be

ordered herein after due and adequate notice to the Class has been given in conformity with this

Order.

4. Co-Lead Counsel are hereby authorized to retain GCG, Inc. as the Claims

Administrator in connection with the Settlement to supervise and administer the notice and

claims procedures. The Parties and their counsel shall not be liable for any act or omission of the

Claims Administrator.

of each Individual Defendant, any entity in which any Defendant has a controlling interest, and the directors, officers, legal affiliates in which any Defendant has a controlling interest, representatives, heirs, successors and predecessors in interest, or assigns of any such excluded party. Also excluded from the Class are all persons and entities who exclude themselves from the Class by timely requesting exclusion in accordance with the requirements set forth in the Notice of Pendency of Class Action and Proposed Settlement, Motion for Attorneys’ Fees and Expenses and Settlement Fairness Hearing (the “Notice”).

2


EXHIBIT A

5. The Claims Administrator or the Escrow Agent is authorized and directed to

prepare any tax returns and any other tax reporting for or in respect of the Settlement Fund and to

pay from the Settlement Fund any Taxes owed with respect to the Settlement Fund, and to

otherwise perform all obligations with respect to Taxes and any reporting or filings in respect

thereof as contemplated by the Stipulation, without further order of the Court.

6. Pursuant to F ED . R. CIV. P. 23(e), a hearing (the “Settlement Fairness Hearing”)

shall be held on , 2011, at ____ __.m., in the United States District Court for the

Southern District of New York, the Honorable Shira A. Scheindlin presiding, for the following

purposes:

a. to determine whether the Settlement should be approved by the Court as

fair, reasonable, adequate, and in the best interests of the Class;

b. to determine whether the Plan of Allocation for the proceeds of the

Settlement should be approved by the Court as fair and reasonable;

c. to determine whether the Order and Final Judgment should be entered

pursuant to the Stipulation, inter alia, dismissing the Action against the Defendants with

prejudice and extinguishing and releasing all Released Claims (as defined in the Stipulation);

d. to consider Co-Lead Counsel’s application for an award of attorneys’ fees

and the reimbursement of litigation expenses;

e. to consider the Class Representatives’ application for reimbursement of

costs and expenses (including lost wages) in connection with their representation of the Class;

and

f. to rule on such other matters as the Court may deem appropriate.

3


EXHIBIT A

7. The Court reserves the right to adjourn the Settlement Fairness Hearing or any

adjournment thereof, including the consideration of the application for attorneys’ fees and

reimbursement of expenses or to change the location thereof, without further notice of any kind

to Class Members.

8. The Court reserves the right to approve the Settlement at or after the Settlement

Fairness Hearing with such modification as may be consented to by the Parties to the Stipulation

and without further notice to the Class.

9. The Claims Administrator shall make reasonable efforts to identify all Persons

who are members of the Class, including beneficial owners whose Sadia ADRs are held by

banks, brokerage firms, or other nominees (“Nominees”). Pursuant to the Stipulation, the

Company shall cause to be provided to Co-Lead Counsel, without any charge to the Class

Representatives or the Class, shareholder lists, as Sadia or the depository may possess, as

appropriate for providing notice to the Class, in a format designated by the Claims Administrator

for mailings, no later than seven (7) business days following the Parties’ execution of the

Stipulation. To the extent such lists have not already been provided, they shall be provided by

Sadia or the depository within five (5) business days following the entry of this Order.

10. The form and content of the Notice, the Proof of Claim, and the Summary Notice,

attached to the Stipulation as Exhibits A(1), A(2), and A(3), respectively, and the method set

forth herein of notifying the Class of the Settlement and its terms and conditions, meet the

requirements of Rule 23 of the Federal Rules of Civil Procedure, Section 21D(a)(7) of the

Securities Exchange Act of 1934, as amended, 15 U.S.C. § 78u-4(a)(7), including by the Private

Securities Litigation Reform Act of 1995 (the “PSLRA”), and due process, constitute the best

4


EXHIBIT A

notice practicable under the circumstances, and shall constitute due and sufficient notice to all

Persons entitled thereto.

11. Within twenty (20) calendar days after the entry of this Order, the Claims

Administrator shall cause a copy of the Notice and the Proof of Claim to be mailed by first class

mail, postage pre-paid, to all identifiable members of the Class, at their last known address

appearing in the shareholder lists maintained by or on behalf of the Company (the “Notice

Date”).

12. Pursuant to the Notice, Nominees who purchased or otherwise acquired Sadia

ADRs from April 30, 2008 to September 25, 2008, inclusive, shall either: (i) send the Notice and

Proof of Claim to Class Members for which they act as Nominee by first class mail within ten

(10) calendar days after the Nominee receives the Notice; or (ii) send a list of the names and

addresses of such beneficial owners to the Claims Administrator within ten (10) calendar days

after the Nominee receives the Notice and, in the event of the latter, the Claims Administrator

shall send by first class mail the Notice and Proof of Claim to all Class Members who are on the

list received from the Nominee. The Claims Administrator shall, if requested, reimburse

Nominees for their reasonable out-of-pocket expenses incurred in providing notice to beneficial

owners who are Class Members, which expenses would not have been incurred except for the

sending of such notice, subject to further order of this Court with respect to any dispute

concerning such compensation. Co-Lead Counsel shall file with the Court and serve upon

Defendants’ Counsel no later than ten (10) calendar days prior to the Settlement Fairness

Hearing an affidavit or declaration describing the efforts taken to comply with this Order and

stating that the mailings have been completed in accordance with the terms of this Order.

5

EXHIBIT A

13. Within ten (10) calendar days of the Notice Date, the Claims Administrator shall

cause the publication of the Summary Notice, substantially in the form of Exhibit A(3) to the

Stipulation, once in Investor’s Business Daily and once over the

6


EXHIBIT A

that Person intends to present any witnesses; and (4) proof of the Person’s membership in the

Class, which proof shall include the Person’s purchases and acquisitions of Sadia ADRs during

the Class Period and any sales thereof, including the dates, the number of ADRs and price(s)

paid and received for each such purchase, acquisition and sale. Such filings shall be served upon

the Court and each of the following counsel:

Co-Lead Counsel for Class Representatives and the Class: Stuart L. Berman, Esq. KESSLER TOPAZ

MELTZER & CHECK, LLP 280 King of Prussia Road Radnor, PA 19087

-and-

Joseph E. White, III, Esq. SAXENA WHITE P.A. 2424 North Federal Highway Suite 257 Boca Raton, FL 33431

Counsel for Defendants Sadia, S.A., Welson Teixeira, Jr., Gilberto Tomazoni, Walter Fontana Filho and Eduardo Fontana d’Avila : Jonathan D. Siegfried, Esq. DEWEY & LEBOEUF LLP 1301 Avenue of the Americas New York, NY 10019

Counsel for Defendant Adriano Lima Ferreira Scott M. Himes, Esq. STILLMAN, FRIEDMAN & SHECHTMAN, P.C. 425 Park Avenue New York, NY 10022

15. Any Person falling within the definition of the Class may, upon request, be

excluded from the Class. Any such Person must submit to the Claims Administrator a request

for exclusion (“Request for Exclusion”) at least twenty-one (21) calendar days prior to the date

of the Settlement Fairness Hearing. A Request for Exclusion must state: (1) the name, address,

and telephone number of the Person requesting exclusion; (2) the Person’s purchases and

7


EXHIBIT A

acquisitions of Sadia ADRs during the Class Period and any sales thereof, including the dates,

the number of ADRs and price(s) paid and received for each such purchase, acquisition and sale;

and (3) that the Person wishes to be excluded from the Class. All Persons who submit valid and

timely Requests for Exclusion in the manner set forth in this paragraph and the Notice shall have

no rights under the Stipulation and shall not share in the distribution of the Net Settlement Fund.

16. Any Class Member who wishes to participate in the Net Settlement Fund must

timely submit a valid Proof of Claim to the Claims Administrator, at the Post Office Box

indicated in the Notice, postmarked not later than one hundred and twenty (120) calendar days

following the Notice Date. Such deadline may be extended further by Court order. A Proof of

Claim shall be deemed to have been submitted when postmarked, if mailed by first class, or

registered or certified mail, postage prepaid, addressed in accordance with the instructions given

in the Proof of Claim. All other Proofs of Claim shall be deemed to have been submitted at the

time they are actually received by the Claims Administrator. To be valid, a Proof of Claim must:

(i) be completed in a manner that permits the Claims Administrator to determine the eligibility of

the claim as set forth in the Proof of Claim; (ii) include the release by the claimant of all

Released Parties as set forth in the Stipulation; and (iii) be signed with an affirmation that the

information is true and correct. As part of the Proof of Claim, each Class Member shall submit

to the jurisdiction of the Court with respect to the claim submitted, and shall (subject to the

effectuation of the Settlement reflected in the Stipulation) agree and enter into the release as

provided in the Stipulation. All Class Members who do not submit a valid and timely Proof of

Claim shall be barred forever from receiving any payments from the Net Settlement Fund, but

will, in all other respects, be subject to and bound by the provisions of the Stipulation and the

Order and Final Judgment, if entered, whether favorable or unfavorable and whether or not they

8


EXHIBIT A

submit a Proof of Claim, unless such Persons request exclusion from the Class in a timely and

proper manner, as provided herein.

17. If the Settlement, including any amendment made in accordance with the

Stipulation, is not approved by the Court or shall not become effective for any reason

whatsoever, the Settlement (including any modification thereof) made with the consent of the

Parties as provided for in the Stipulation, and any actions taken or to be taken in connection

therewith (including this Order and any judgment entered herein), shall be terminated and shall

become void and of no further force and effect except as set forth in the Stipulation.

18. All proceedings in the Action, other than such proceedings as may be necessary to

carry out the terms and conditions of the Settlement, are hereby stayed and suspended until

further order of this Court. Pending final determination whether the Settlement should be

approved, the Class Representatives and all members of the Class are barred and enjoined from

commencing, prosecuting, continuing, or asserting any action with regards to any of the Released

Claims against the Released Parties as defined in the Stipulation.

19. The contents of the Settlement Fund held by the Escrow Agent shall be deemed

and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of

the Court, until such time as the contents of those funds shall be distributed pursuant to the

Stipulation and/or further order(s) of the Court.

20. The Stipulation and all negotiations, statements, and proceedings in connection

therewith shall not, in any event, be construed or deemed to be evidence of an admission or




9


EXHIBIT A

this Stipulation and Settlement contemplated hereby), or be used in any way as an admission,



member of the Class, or any other Person, has or has not suffered any damage.




with the Action or the Settlement, except as expressly provided for in the Settlement. No

Released Parties shall have any responsibility whatsoever for filing elections or other required

statements, or tax returns, or for paying the costs associated therewith, the payment of any Taxes

due, or the expenses of notice or administration of the Settlement Fund, except as expressly

provided for in the Settlement.

22. All motions and papers in support of the Settlement and Plan of Allocation, any

application by Co-Lead Counsel for an award of attorneys’ fees and reimbursement of expenses

and any application by the Class Representatives for reimbursement of costs and expenses

(including lost wages) in connection with their representation of the Class, shall be filed and

served no later than thirty-five (35) calendar days before the date scheduled for the Settlement

Fairness Hearing, and all reply briefs in support of said motions shall be filed and served no later

than ten (10) calendar days prior to the Settlement Fairness Hearing.

23. The Court authorizes payment out of the Settlement Fund of notice and

administration expenses in accordance with the Stipulation.

10


EXHIBIT A

24. The Court further retains jurisdiction over this Action to consider all further

matters arising out of or connected with the Settlement reflected in the Stipulation, including

enforcement of the releases provided for in the Stipulation.

25. The passage of title and ownership of the Settlement Fund to the Escrow Agent in

accordance with the terms of the Stipulation is approved. No Person that is not a Class Member

shall have any right to any portion of, or in the distribution of, the Net Settlement Fund unless

otherwise ordered by the Court or otherwise provided in the Stipulation.

26. The Court may, for good cause, extend any of the deadlines set forth in this Order

without further notice to Class Members.

SIGNED this ___ day of 2011.

THE HONORABLE SHIRA A. SCHEINDLIN UNITED STATES DISTRICT JUDGE

11

EXHIBIT A(1)

QUESTIONS? Call 1-800-231-1815 Toll Free, or Visit www.sadiaadrlitigation.com

1

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

In re SADIA, S.A.

SECURITIES LITIGATION

Case No. 1:08-CV-09528 (SAS)

NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT,

MOTION FOR ATTORNEYS’ FEES AND EXPENSES AND

SETTLEMENT FAIRNESS HEARING

IF YOU PURCHASED OR OTHERWISE ACQUIRED SADIA, S.A. AMERICAN

DEPOSITORY RECEIPTS (“ADRs”) FROM APRIL 30, 2008 TO SEPTEMBER 25, 2008, INCLUSIVE, HELD THE ADRs THROUGH THE CLOSE OF THE MARKET ON SEPTEMBER 25, 2008, AND WERE DAMAGED THEREBY (THE “CLASS”), YOU

COULD RECEIVE A PAYMENT FROM A CLASS ACTION SETTLEMENT.

A federal court authorized this Notice. This is not a solicitation from a lawyer.

Securities Involved: Sadia, S.A. (“Sadia” or the “Company”) ADRs purchased or

otherwise acquired from April 30, 2008 to September 25, 2008, inclusive (the “Class Period”)

and held through the close of the market on September 25, 2008.

Settlement Amount: $27,000,000 in cash plus interest (the “Settlement Fund”). Your

recovery from the Settlement Fund will depend on the number of Sadia ADRs you purchased

and/or acquired during the Class Period, and the timing of your sales, if any, of such Sadia

ADRs. Depending on the number of claims filed and when Class Members purchased, acquired

and sold their Sadia ADRs, the estimated average recovery per damaged Sadia ADR will be

approximately $1.81. Please Note: This average is only an estimate, and is before deduction

of court-approved fees and expenses.

The Lawsuit: The Settlement resolves class action litigation over allegations as to

whether Defendants (i.e., Sadia, Adriano Lima Ferreira, Welson Teixeira, Jr., Gilberto

Tomazoni, Walter Fontana Filho and Eduardo Fontana d’Avila) misrepresented the true earnings

and financial condition of the Company by entering into currency hedging contracts that were

both larger than necessary to insure the Company’s losses on future sales and in violation of

company policy, and whether these alleged misrepresentations and omissions inflated the price

of Sadia ADRs during the Class Period, causing financial injury to members of the Class. See

Question 2 below for more information.

Attorneys’ Fees and Expenses: Co-Lead Counsel have litigated this Action on a

contingent basis and have conducted this Action and advanced the expenses of litigation with the

expectation that if they were successful in recovering money for the Class, they would receive

fees and be reimbursed for their expenses from the Settlement Fund, as is customary in this type


EXHIBIT A(1)


2

of litigation. Court-appointed Co-Lead Counsel will apply to the court for attorneys’ fees not to

exceed 33⅓% of the Settlement Amount and reimbursement of out-of-pocket expenses not to

exceed $800,000, plus interest earned on both amounts at the same rate earned on the Settlement

Fund, all to be paid from the Settlement Fund. In addition, the Class Representatives may seek

reimbursement from the Settlement Fund for costs and expenses (including lost wages) incurred

by the Class Representatives in connection with their representation of the Class up to an

aggregate amount of $25,000. If the above amounts are requested and approved by the Court,

the average cost per damaged ADR will be $0.66. Please note that this amount is only an

estimate.

Deadlines:

Submit Claim: , 2012

Request Exclusion: , 2011

File Objection: , 2011

Court Hearing on Fairness of Settlement: , 2011

More Information:

Claims Administrator:

GCG, Inc.

P.O. Box 9349

Dublin, OH 43017-4249

Telephone: (800) 231-1815

Co-Lead Counsel:

Stuart L. Berman, Esq. Joseph E. White, III, Esq.

Christopher L. Nelson, Esq. Christopher S. Jones, Esq.

John J. Gross, Esq. Saxena White P.A.

Jennifer L. Enck, Esq. 2424 North Federal Highway

Kessler Topaz Suite 257

Meltzer & Check, LLP Boca Raton, FL 33431

280 King of Prussia Road Telephone: (561) 394-3399

Radnor, PA 19087

Telephone: (610) 667-7706

Your legal rights are affected whether you act or do not act. Please read this Notice

carefully.

Statement of Recovery

The Class Representatives estimate that approximately 14.9 million Sadia ADRs were

purchased and/or acquired during the Class Period, held through the close of the market on

September 25, 2008 and potentially damaged. The Class Representatives estimate that if valid

claim forms for all damaged ADRs are submitted, the average payment recovery per damaged


EXHIBIT A(1)


3

ADR will be $1.81 before deducting attorneys’ fees, costs, and expenses, as approved by the

Court. A Class Member’s actual recovery will depend on: (1) the number of claims filed; (2)

when Class Members purchased and/or acquired their Sadia ADRs; (3) whether Class Members

sold their Sadia ADRs and, if so, when; (4) administrative costs, including the costs of notice, for

the Action; (5) the amount awarded by the Court for attorneys’ fees and expenses; and (6) the

amount awarded by the Court to the Class Representatives in connection with their

representation of the Class. Distributions to Class Members will be made based on the Plan of

Allocation set forth in this Notice or other plan of allocation as may be ordered by the Court. See

Plan of Allocation set forth in Question 9 below.

The Circumstances of the Settlement

The principle reason for the Class Representatives’ consent to the Settlement is to

provide an immediate benefit to the Class. While Co-Lead Counsel believe that the Class

Representatives’ claims would survive a motion for summary judgment and ultimately result in a

verdict for the Class, they also recognize that continued litigation and trial come with risks. The

benefit of the present Settlement must be compared to the risk that no recovery might be

achieved after contested motions, a contested trial and likely appeals, possibly years into the

future. If the Action were to proceed, the Class Representatives would have to overcome

significant defenses. Among other things, the Parties disagree about (i) whether the Class

Representatives or the Class have suffered damages, (ii) whether the price of Sadia ADRs were

artificially inflated by reasons of the alleged misrepresentations, omissions, or otherwise, and

(iii) whether the Class Representatives or the Class were harmed by the conduct alleged in the

Consolidated Amended Complaint. Even after an extensive investigation and substantial

discovery, questions remain regarding the extent of Defendants’ liability and the extent to which

a jury might find them liable, if at all. This Settlement therefore enables the Class to recover

without incurring any additional risk or costs. As a result, the Class Representatives believe this

Settlement is a fair, reasonable, and adequate recovery for the Class.

Defendants have denied and continue to deny that they have committed any act or

omission giving rise to any liability and/or violation of law. Nonetheless, Defendants are

entering into this Settlement to eliminate the burden and expense of further litigation and the risk

of not prevailing at trial and, therefore, have determined that it is desirable that the Action fully

and finally be settled in the manner and upon the terms and conditions set forth in the Stipulation

and Agreement of Settlement dated September 16, 2011 (the “Stipulation”).

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT

SUBMIT A CLAIM FORM ……....The only way to receive a payment from the Settlement

Fund. The deadline for submitting a claim form is

________, 2012.

EXCLUDE YOURSELF………….Receive no payment from the Settlement Fund. This is the

only option that allows you to participate in another lawsuit


EXHIBIT A(1)


4

against the Defendants or the Released Parties concerning

the Released Claims as defined in the Stipulation. The

deadline for filing a request to exclude yourself from the

Class is _______, 2011.

OBJECT……………………………You may write to the Court if you do not like this

Settlement, the Plan of Allocation, Co-Lead Counsel’s

request for attorneys’ fees and expenses, or the Class

Representatives’ request for reimbursement of their costs

and expenses. The deadline for filing an objection is

_____, 2011.

GO TO A HEARING……………You may ask to speak in Court about the fairness of the

Settlement.

DO NOTHING…………………….Receive no payment from the Settlement Fund and give up

your rights with regard to the claims in this lawsuit.

These rights and options – and the deadlines to exercise them – are explained in this

Notice. Please note the date of the Settlement Fairness Hearing – currently scheduled for

__________, 2011 – is subject to change without further notice. If you plan to attend the

hearing, you should check with Co-Lead Counsel as set forth above, or with the Court, to

be sure that no change to the date and time of the hearing has been made.

The Court in charge of this Action still has to decide whether to approve the Settlement.

Payments will be made to Class Members if the Court approves the Settlement and that

approval is upheld after any appeals are filed. Please be patient.

BASIC INFORMATION PAGE

1. Why did I receive this Notice package? ................................................................................

2. What is this lawsuit about? ....................................................................................................

3. Why is this Action a class action? .........................................................................................

4. Why is there a settlement? .....................................................................................................

WHO IS IN THE SETTLEMENT

5. How do I know if I am part of the Settlement?......................................................................

6. What are the exceptions to being included? ..........................................................................

7. I am still not sure if I am included .........................................................................................

THE SETTLEMENT BENEFITS – WHAT YOU RECEIVE

8. What does the Settlement provide?........................................................................................

9. How much will my payment be? ...........................................................................................

HOW YOU RECEIVE A PAYMENT – SUBMITTING A CLAIM FORM

10. How will I receive a payment? ..............................................................................................


EXHIBIT A(1)


5

11. When will I receive my payment? .........................................................................................

12. What am I giving up by staying in the Class? .......................................................................

EXCLUDING YOURSELF FROM THE SETTLEMENT

13. How do I exclude myself from the Class? .............................................................................

14. If I do not exclude myself, can I sue the Defendants for the same thing later? .....................

15. If I exclude myself, can I receive a payment from this Settlement? ......................................

THE LAWYERS REPRESENTING YOU

16. Do I have a lawyer in this case? .............................................................................................

17. How will the lawyers be paid? ...............................................................................................

OBJECTING TO THE SETTLEMENT

18. How do I tell the Court that I do not like the Settlement? .....................................................

19. What is the difference between objecting and excluding? .....................................................

THE COURT’S FAIRNESS HEARING

20. When and where will the Court decide whether to approve the Settlement? ........................

21. Do I have to come to the Settlement Fairness Hearing? ........................................................

22. May I speak at the Settlement Fairness Hearing? ..................................................................

IF YOU DO NOTHING

23. What happens if I do nothing at all? ......................................................................................

GETTING MORE INFORMATION

24. Are there more details about the Settlement? ........................................................................

Special Notice to Securities Brokers and other Nominees .....................................................

BASIC INFORMATION

1. Why Did I Receive This Notice Package?

You or someone in your family may have purchased or otherwise acquired Sadia ADRs

from April 30, 2008 to September 25, 2008, inclusive and held the ADRs through the close of

the market on September 25, 2008.

If this description applies to you or someone in your family, you have a right to know

about a proposed settlement of a class action lawsuit, and about all of your options, before the

Court decides whether to approve the Settlement. If the Court approves the Settlement and after

any objections or appeals are resolved, the Claims Administrator appointed by the Court will

make the payments that the Settlement allows.

This package explains the lawsuit, the Settlement, your legal rights, what benefits are

available, who is eligible for them, and how to receive them.


EXHIBIT A(1)


6

2. What Is This Lawsuit About?

On or after November 5, 2008, five putative securities class actions were filed in the

United States District Court for the Southern District of New York against Sadia and certain of

its officers and directors. By Order dated January 26, 2009, the Court consolidated the actions

under docket number 08-cv-9528, appointed Westchester Putnam Heavy & Highway Laborers

Local 60 Benefit Funds, Alan Hyman, Phil Carey, Steve Geist and Peter Schicker as Lead

Plaintiffs and approved Lead Plaintiffs’ selection of counsel, Saxena White P.A. and Barroway

Topaz Kessler Meltzer & Check, LLP (n/k/a Kessler Topaz Meltzer & Check, LLP), as Co-Lead

Counsel and The Law Offices of Curtis V. Trinko, LLP as liaison counsel for the Class.

On March 16, 2009, Lead Plaintiffs filed the Consolidated Amended Complaint (the

“Complaint”), asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act of

1934 (the “Exchange Act”), including Rule 10b-5 promulgated thereunder by the United States

Securities and Exchange Commission, against the Defendants. The Complaint alleged, among

other things, that, during the Class Period, Sadia misrepresented the true earnings and financial

condition of the Company by entering into currency hedging contracts that were both larger than

necessary to insure its losses on future sales and in violation of company policy. The Complaint

further asserted that, as a result of Defendants’ alleged conduct, the price of Sadia ADRs was

artificially inflated, causing damage to Lead Plaintiffs and the other members of the Class who

purchased or otherwise acquired Sadia ADRs during the Class Period.

Sadia moved to dismiss the Complaint on April 27, 2009. By Order dated July 29, 2009,

the Court denied Sadia’s motion to dismiss the Complaint. Sadia filed its Answer to the

Complaint on September 15, 2009, and the Parties embarked on discovery.

Lead Plaintiffs moved for class certification on December 14, 2009. The Court, by

Opinion and Order dated July 20, 2010, granted Lead Plaintiffs’ motion, certifying a class

comprised of all persons and entities who purchased or otherwise acquired Sadia ADRs from

April 30, 2008 to September 26, 2008, inclusive, and who were damaged thereby, but excluding

purchasers who sold shares prior to the close of the market on September 25, 2008.1 By the

same Order, the Court appointed the Lead Plaintiffs as the Class Representatives and Co-Lead

Counsel as Class Counsel. On August 3, 2010, Sadia petitioned the United States Court of

Appeals for the Second Circuit (the “Appeals Court”) for permission to appeal, pursuant to

Federal Rule of Civil Procedure 23(f), the Court’s July 20, 2010 Order certifying the Class. The

Appeals Court denied Sadia’s petition on October 8, 2010.

Thereafter, while discovery was ongoing, the Parties began discussing a possible

resolution of the Action. The Parties’ settlement negotiations continued over the course of many

1

For purposes of clarity, the Parties agree that the last day of the class period should be

September 25, 2008 and have revised, for purposes of the Settlement, the definition of “Class”

and “Class Period” accordingly. Further, the Class Representative’s expert opines that the price

of Sadia’s ADRs had corrected on September 26, 2008.


EXHIBIT A(1)


7

months, including three formal mediation sessions with the assistance of an experienced

mediator. During this same time, certain of the Individual Defendants moved to dismiss the

Complaint on May 27, 2011, pursuant to Federal Rule of Civil Procedure 12(b)(2), on the ground

that this Court lacked personal jurisdiction over them. Shortly thereafter, on June 20, 2011, the

Individual Defendants moved to dismiss the Complaint pursuant to Federal Rules of Civil

Procedure 9(b) and 12(b)(6).

While the Individual Defendants’ motions to dismiss were pending, the Parties reached a

tentative agreement to settle the Action in August 2011.

3. Why Is This Action a Class Action?

In a class action, one or more individuals and/or entities called class representatives (in

this case the court-appointed Class Representatives, Westchester Putnam Heavy & Highway

Laborers Local 60 Benefit Funds, Alan Hyman, Phil Carey, Steve Geist and Peter Schicker)

prosecute their claims on behalf of individuals and entities who have similar claims. All of these

individuals and entities who have similar claims are referred to collectively as a Class, or

individually as Class Members. One court resolves the issues for all Class Members, except for

those who exclude themselves from the Settlement. The United States District Court for the

Southern District of New York, the Honorable Shira A. Scheindlin, is in charge of this Action.

4. Why Is There a Settlement?

In order to avoid the cost and risks of further litigation and trial, both sides agreed to a

settlement. As explained above, the Class Representatives and Co-Lead Counsel believe the

Settlement is best for all Class Members.

WHO IS IN THE SETTLEMENT

To see if you will potentially receive money from this Settlement, you first have to

determine if you are a Class Member.

5. How Do I Know if I Am Part of the Settlement?

The Class includes all persons and entities who purchased or otherwise acquired Sadia

ADRs from April 30, 2008 to September 25, 2008, inclusive, held the ADRs through the close of

the market on September 25, 2008, and were damaged thereby, except those persons and entities

that are excluded, as described below.

6. What Are the Exceptions to Being Included?

Excluded from the Class are the Defendants, family members of each Individual

Defendant, any entity in which any Defendant has a controlling interest, and the directors,

officers, legal affiliates in which any Defendant has a controlling interest, representatives, heirs,

successors and predecessors in interest, or assigns of any such excluded party. Also excluded


EXHIBIT A(1)


8

from the Class are all persons and entities who exclude themselves from the Class by timely

requesting exclusion in accordance with the requirements set forth herein.

If you purchased or acquired Sadia ADRs from April 30, 2008 to September 25, 2008,

inclusive, that alone does not make you a Class Member. You are a Class Member only if you

held your ADRs through the close of the market on September 25, 2008.

7. 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. You can call

the Claims Administrator, GCG, Inc., at 1-800-231-1815, for more information. Or you can fill

out and return the claim form described in Questions 9 and 10 to see if you qualify.

THE SETTLEMENT BENEFITS – WHAT YOU RECEIVE

8. What Does the Settlement Provide?

Defendants have agreed to create a $27,000,000 cash Settlement Fund. The balance of

this fund, after payment of Court-approved attorneys’ fees and expenses, Court-approved

reimbursement to the Class Representatives and the costs of claims administration (the “Net

Settlement Fund”), will be divided among Class Members who submit timely and valid claim

forms (“Authorized Claimants”) pursuant to a Court-approved Plan of Allocation.

9. How Much Will My Payment Be?

Each person or entity claiming to be an Authorized Claimant shall be required to submit a

separate Proof of Claim and Release form (“Proof of Claim”) signed under penalty of perjury

and supported by such documents as specified in the Proof of Claim as are reasonably available

to the Authorized Claimant. If you are entitled to a payment, your share of the Net Settlement

Fund will depend on the number of valid Proofs of Claim that Class Members submit, the

amount of Sadia ADRs you purchased and/or acquired during the Class Period, and when you

sold your Sadia ADRs. By following the Plan of Allocation described herein, you can calculate

your “Recognized Claim.” The Claims Administrator will distribute the Net Settlement Fund

according to the Plan of Allocation after the deadline for submission of Proofs of Claim has

passed.

All Proofs of Claim must be postmarked or received by ____________, 2012, addressed

as follows:

In re SADIA, S.A. Securities Litigation

c/o GCG, Inc.

Claims Administrator

P.O. Box 9349

Dublin, OH 43017-4249


EXHIBIT A(1)


9

Unless otherwise ordered by the Court, any Class Member who fails to submit a properly

completed and signed Proof of Claim within such period, or such other period as may be ordered

by the Court, shall be forever barred from receiving any payments pursuant to the Stipulation,

but will in all other respects be bound by all of the terms of the Settlement, including the terms of

the final judgment to be entered in the Action and will be barred from bringing any Released

Claim against any Released Parties, including Unknown Claims (as those terms are defined in

the Proof of Claim enclosed with this Notice and in the Stipulation dated September 16, 2011,

which is available at www.sadiaadrlitigation.com, or through the mail upon request).

The Court has reserved jurisdiction to allow, disallow, or adjust the claim of any Class

Member on equitable grounds. Each claimant is deemed to have submitted to the jurisdiction of

the Court with respect to the claimant’s claim, and the claim will be subject to investigation and

discovery under the Federal Rules of Civil Procedure, provided that such investigation and

discovery shall be limited to that claimant’s status as a Class Member and the validity and

amount of that claimant’s claim. No discovery shall be allowed on the merits of the Action.

PLAN OF ALLOCATION OF NET SETTLEMENT FUND AMONG CLASS MEMBERS

The Claims Administrator shall determine each Authorized Claimant’s pro rata share of

the Net Settlement Fund based upon each Authorized Claimant’s Recognized Claim. Please

Note: The Recognized Claim formula, set forth below, is not intended to be an estimate of

the amount of what 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 Claim formula is the basis upon which the Net Settlement Fund

will be proportionately allocated to the Authorized Claimants. 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 Claim. If, however, the amount in the Net Settlement Fund

is not sufficient to permit payment of the total Recognized Claim of each Authorized Claimant,

then each Authorized Claimant shall be paid the percentage of the Net Settlement Fund that each

Authorized Claimant’s Recognized Claim bears to the total Recognized Claims of all Authorized

Claimants (i.e., “pro rata share”). Payment in this manner shall be deemed conclusive against

all Authorized Claimants. No distribution will be made on a claim where the potential

distribution amount is less than ten dollars ($10.00) in cash.

If any funds remain in the Net Settlement Fund by reason of uncashed checks, or

otherwise, after the Claims Administrator has made reasonable and diligent efforts to have

Authorized Claimants who are entitled to participate in the distribution of the Net Settlement

Fund cash their distribution checks, then any balance remaining in the Net Settlement Fund six

(6) months after the initial distribution of such funds shall be used: (a) first, to pay any amounts

mistakenly omitted from the initial distribution to Authorized Claimants or to pay any late, but

otherwise valid and fully documented claims received after the cut-off date used to make the

initial distribution, provided that such distributions to any late post-distribution claimants meet

all of the other criteria for inclusion in the initial distribution, including the $10.00 minimum

check amount set forth herein, (b) second, to pay any additional fees and expenses incurred in

administering the Settlement, and (c) finally, to make a second distribution to Authorized


EXHIBIT A(1)


10

Claimants who cashed their checks from the initial distribution and who would receive at least

$10.00 from such second distribution, after payment of the estimated costs or fees to be incurred

in administering the Net Settlement Fund and in making this second distribution, if such second

distribution is economically feasible. If any funds remain in the Net Settlement Fund four (4)

months after such second distribution, if undertaken, or if such second distribution is not

undertaken, these funds shall be donated to a secular 501(c) charity selected by Co-Lead Counsel

and approved by the Court.

CALCULATING YOUR RECOGNIZED CLAIM:

The Plan of Allocation generally measures the amount of loss that a Class Member can

claim under the Settlement for purposes of making pro rata allocations from the Net Settlement

Fund to Class Members who submit acceptable Proofs of Claim. The Plan of Allocation is not a

formal damages analysis.

Recognized Claims will be calculated for purposes of the Settlement as follows:

As stated above, each Authorized Claimant shall be allocated a pro rata share of the Net

Settlement Fund based on its Recognized Claim as compared to the total Recognized Claims of

all Authorized Claimants. Recognized Claims will be computed as follows:

1. For Sadia ADRs purchased/acquired from April 30, 2008 to September 25,

2008, inclusive, and retained at the close of trading on September 25, 2008,

the Recognized Claim shall be:

(a) For Sadia ADRs sold from September 26, 2008 through and including

December 26, 2008 (the close of the 90-day look-back period), the

Recognized Claim will be the lesser of:

(i) the difference between the purchase/acquisition price per ADR

and the sale price, if such number is a positive number; or

(ii) the difference between the purchase price per ADR and $5.67.1

1

Pursuant to Section 21(D)(e)(1) of the Private Securities Litigation Reform Act of 1995 (“PSLRA”),

“in any private action arising under this title in which the plaintiff seeks to establish damages by reference

to the market price of a security, the award of damages to the plaintiff shall not exceed the difference

between the purchase or sale price paid or received, as appropriate, by the plaintiff for the subject security

and the mean trading price of that security during the 90-day look-back period beginning on the date on

which the information correcting the misstatement or omission that is the basis for the action is

disseminated to the market.” Consistent with the requirements of the PSLRA, Recognized Claims are

reduced to an appropriate extent by taking into account the closing prices of Sadia ADRs during the 90-

day look-back period following the end of the Class Period. The mean (average) closing price for Sadia

ADRs during this 90-day look-back period was $5.67.


EXHIBIT A(1)


11

(b) For Sadia ADRs held at the close of trading on December 26, 2008,

the Recognized Claim will be the difference between the

purchase/acquisition price per ADR and $5.67.

2. For Sadia ADRs purchased/acquired and sold from April 30, 2008 to

September 25, 2008, inclusive, the Recognized Claim shall be zero.

For Sadia ADRs purchased and/or acquired during the Class Period which were sold at a

gain during the Class Period, such gains will be used to offset Class Period losses from ADRs

purchased, acquired and sold during the Class Period and losses resulting from a decline in value

of ADRs purchased or acquired at prices in excess of $5.67 per ADR during the Class Period and

held at the end of the Class Period.

For purposes of calculating your Recognized Claim, the date of purchase, acquisition or

sale is the “contract” or “trade” date and not the “settlement” or “payment” date. In the event a

Class Member has more than one purchase, acquisition or sale of Sadia ADRs, all purchases,

acquisitions and sales shall be matched on a First In First Out (“FIFO”) basis. Class Period sales

will be matched first against any ADRs held at the beginning of the Class Period, and then

against purchases and acquisitions in chronological order, beginning with the earliest purchases

and acquisitions made during the Class Period. Therefore, on the Proof of Claim enclosed with

this Notice, you need to list all of your purchases and acquisitions of Sadia ADRs during the time

period from April 30, 2008 to September 25, 2008, inclusive, and all sales thereof. Brokerage

commissions and transfer taxes paid by you in connection with your purchases, acquisitions and

sales of Sadia ADRs should be excluded from the “total purchase price” and net of the “total

proceeds.”

Payment pursuant to the Plan of Allocation approved by the Court shall be conclusive

against all Authorized Claimants. No person shall have any claim against Defendants,

Defendants’ Counsel, the Class Representatives, Plaintiffs’ Counsel or the Claims Administrator

or other agent designated by Co-Lead Counsel based on the distributions made substantially in

accordance with the Stipulation and the Settlement contained therein, the Plan of Allocation, or

further orders of the Court. Each claimant shall be deemed to have submitted to the jurisdiction

of the Court with respect to the claimant’s Proof of Claim. All persons involved in the review,

verification, calculation, tabulation, or any other aspect of the processing of the claims submitted

in connection with the Settlement, or otherwise involved in the administration or taxation of the

Settlement Fund or the Net Settlement Fund shall be released and discharged from any and all

claims arising out of such involvement, and all Class Members, whether or not they are to

receive payment from the Net Settlement Fund, will be barred from making any further claim

against the Net Settlement Fund beyond the amount allocated to them as provided in any

distribution orders entered by the Court.

The Plan of Allocation is a matter separate and apart from the proposed Settlement, and

any decision by the Court concerning the Plan of Allocation shall not affect the validity or

finality of the proposed Settlement. The Court may approve the Plan of Allocation with or


EXHIBIT A(1)


12

without modifications agreed to among the settling parties, or another plan of allocation, without

further notice to Class Members.

HOW YOU RECEIVE A PAYMENT – SUBMITTING A CLAIM FORM

10. How Will I Receive a Payment?

To qualify for payment, you must be an eligible Class Member and you must submit a

Proof of Claim. A Proof of Claim is enclosed with this Notice. Read the instructions carefully,

fill out the form, include all the documents the form requests, sign it, and mail it in an envelope

addressed to the Claims Administrator, postmarked no later than _____________, 2012. Please

retain a copy of everything you mail, in case the materials are lost or destroyed during shipping.

11. When Will I Receive My Payment?

The Court will hold a hearing on ___________, 2011, to decide whether to approve the

Settlement. If the Court approves the Settlement, there may be appeals. It is always uncertain

whether appeals, if any, can be resolved, and resolving them can take time, perhaps several

years. In addition, the Claims Administrator must process all of the Proofs of Claim. The

processing of the claims is complicated and will take many months. Please be patient.

12. What Am I Giving Up By Staying in the Class?

Unless you exclude yourself, you are staying in the Class, and that means that you cannot

sue, continue to sue, or be part of any other lawsuit against the Defendants or the Released

Parties about the Released Claims. It also means that all of the Court’s orders will apply to you

and legally bind you, and you will release your claims in this Action against the Defendants.

The terms of the release are included in the Proof of Claim that is enclosed.

EXCLUDING YOURSELF FROM THE SETTLEMENT

If you do not want a payment from this Settlement, but you want to keep the right to sue

or continue to sue the Defendants on your own about the same claims being released in this

Settlement, then you must take steps to exclude yourself from the Settlement. This is sometimes

referred to as “opting out” of the Class.

13. How Do I Exclude Myself from the Class?

To exclude yourself from the Settlement, you must send a letter by mail stating that you

want to be excluded from the Settlement in the In re SADIA, S.A. Securities Litigation, Case No.

1:08-CV-09528 (SAS). You must include your name, address, telephone number, your

signature, and information concerning your purchase(s) and acquisition(s) of Sadia ADRs from

April 30, 2008 to September 25, 2008, inclusive, and your sale(s) of such Sadia ADRs, including

the number of Sadia ADRs purchased, acquired and/or sold and the dates of each purchase,


EXHIBIT A(1)


13

acquisition and sale. You must mail your exclusion request so that it is received no later than

_____________, 2011 to:


c/o GCG, Inc.


P.O. Box 9349

Dublin, OH 43017-4249

*Please keep a copy of everything you send by mail, in case it is lost or destroyed during

shipping.

You cannot exclude yourself over the phone or by e-mail. If you ask to be excluded from

the Settlement, you are not eligible to receive any payment from the Net Settlement Fund, and

you cannot object to the Settlement. You will not be legally bound by anything that happens in

this lawsuit and you will be able to pursue the claims that are being released in this Settlement.

Defendants shall have the option to terminate the Settlement in the event that members of

the Class who would otherwise be entitled to participate in the Class, but who timely and validly

request exclusion in accordance with the requirements set forth in this Notice, purchased and/or

otherwise acquired in the aggregate a certain amount of Sadia ADRs.

14. If I Do Not Exclude Myself, Can I Sue the Defendants for the Same Thing

Later?

No. Unless you exclude yourself, you give up any right to sue the Defendants or the

Released Parties for the claims being released by this Settlement. If you have a pending lawsuit

relating to the claims being released in this Action against any of the Defendants, speak to your

lawyer in that case immediately. Remember, the exclusion deadline is ______________, 2011.

15. If I Exclude Myself, Can I Receive a Payment from This Settlement?

No. If you exclude yourself, do not send in a claim form. But, you may sue, continue to

sue, or be part of a different lawsuit asserting the claims being released in this Settlement against

the Defendants or the Released Parties.

THE LAWYERS REPRESENTING YOU

16. Do I Have a Lawyer in This Case?

The Court appointed the law firms of Kessler Topaz Meltzer & Check, LLP and Saxena

White, P.A. to represent you and the other Class Members. These lawyers are called Co-Lead

Counsel. You will not be separately charged for these lawyers beyond your pro rata share of

any attorneys’ fees and expenses awarded by the Court that 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.


EXHIBIT A(1)


14

17. How Will the Lawyers Be Paid?

Co-Lead Counsel will apply to the Court for attorneys’ fees not to exceed 33⅓% of the

Settlement Amount and for reimbursement of plaintiffs’ counsels’ out-of-pocket expenses

advanced in connection with the Action up to an amount of $800,000, plus interest on both

amounts at the same rate as earned by the Settlement Fund. 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 Co-Lead Counsel

for their efforts in achieving this Settlement and for their risk in undertaking this representation

on a wholly contingent basis. To date, Co-Lead Counsel have not been paid for their services for

conducting this Action on behalf of the Class Representatives and the Class or for their

substantial out-of-pocket expenses. The fee requested will compensate Co-Lead Counsel for

their work in achieving the Settlement Fund and is well within the range of fees awarded to class

counsel under similar circumstances in other cases of this type. The Court may, however, award

less than this amount.

The Class Representatives may also make an application to the Court for reimbursement

in an amount not to exceed $25,000 for their costs and expenses (including lost wages) in

connection with their representation of the Class pursuant to 15 U.S.C. § 78u-4(a)(4) of the

Private Securities Litigation Reform Act of 1995.

OBJECTING TO THE SETTLEMENT

You can tell the Court that you do not agree with the Settlement or some part of it.

18. How Do I Tell the Court that I Do Not Like the Settlement?

If you are a Class Member, you can object to the Settlement if you do not like any part of

it. To object, you must send a letter saying that you object to the Settlement in the In re SADIA,

S.A. Securities Litigation, Case No. 1:08-CV-09528 (SAS) and the reasons why you object to the

Settlement. Be sure to include your name, address, telephone number and your signature. You

must also include information concerning your purchase(s) and acquisition(s) of Sadia ADRs

from April 30, 2008 to September 25, 2008, inclusive, and your sale(s) of such Sadia ADRs,

including the number of Sadia ADRs purchased, acquired and/or sold and the dates of each

purchase, acquisition and sale. Any objection to the Settlement must be received by each of the

following by _____________, 2011:


EXHIBIT A(1)


15

COURT LEAD COUNSEL DEFENDANTS’ COUNSEL

Clerk of the Court United States District Court Southern District of New York Daniel Patrick Moynihan United States Courthouse 500 Pearl Street New York, NY 10007

Stuart L. Berman, Esq. Christopher L. Nelson, Esq. John J. Gross, Esq. Jennifer L. Enck, Esq. KESSLER TOPAZ MELTZER & CHECK, LLP 280 King of Prussia Road Radnor, PA 19087 Joseph E. White, III, Esq.

Christopher S. Jones, Esq.

SAXENA WHITE P.A. 2424 North Federal Highway Suite 257 Boca Raton, FL 33431

Counsel for Sadia, S.A., Welson Teixeira, Jr., Gilberto Tomazoni, Walter Fontana Filho and Eduardo Fontana d’Avila: Jonathan D. Siegfried, Esq.

Lawrence S. Hirsh, Esq.

DEWEY & LEBOEUF LLP

1301 Avenue of the Americas

New York, NY 10019

Counsel for Adriano Lima Ferreira:

Charles A. Stillman, Esq.

Scott M. Himes, Esq.

STILLMAN, FRIEDMAN &

SHECHTMAN, P.C.

425 Park Avenue

New York, NY 10022

19. What is the Difference Between Objecting and Excluding?

Objecting is simply telling the Court that you do not like something about the Settlement,

the Plan of Allocation, the application for attorneys’ fees and expenses, and/or the request for

reimbursement of costs and expenses to the Class Representatives. 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

Settlement. If you exclude yourself, you have no basis to object because the case no longer

affects you.

THE COURT’S SETTLEMENT FAIRNESS HEARING

20. When and Where Will the Court Decide Whether to Approve the

Settlement?

The Court will hold a fairness hearing at _____ _.m., on ___________, 2011, at the

United States District Court for the Southern District of New York, Daniel Patrick Moynihan

United States Courthouse, 500 Pearl Street, Courtroom 15C, New York, NY 10007-1312. At

this hearing, the Court will consider whether the Settlement and the Plan of Allocation are fair,

reasonable, and adequate. If there are objections, the Court will consider them. The Court will

listen to people who have requested in writing by _________, 2011 to speak at the hearing. The

Court may also consider Co-Lead Counsel’s application for attorneys’ fees and reimbursement of

expenses and the request for reimbursement of costs and expenses to the Class Representatives.


EXHIBIT A(1)


16

21. Do I Have to Come to the Settlement Fairness Hearing?

No. Co-Lead Counsel will answer any questions the Court may have. But, you are

welcome to attend the hearing at your own expense. If you send an objection, you do not have to

come to Court to talk about it. As long as your written objection was received on time, the Court

will consider it. You may also pay your own lawyer to attend, but it is not required.

22. May I Speak at the Settlement Fairness Hearing?

You may ask the Court for permission to speak at the Settlement Fairness Hearing. To

do so, you must send a letter stating your intention to appear in the In re SADIA, S.A. Securities

Litigation, Case No. 1:08-CV-09528 (SAS). Be sure to include your name, address, telephone

number, your signature, and also identify the date(s), price(s) and amount(s) of all purchases

and/or acquisitions of Sadia ADRs from April 30, 2008 to September 25, 2008, inclusive, and

your sale(s) of such Sadia ADRs. Your notice of intention to appear must be received no later

than ______, 2011, and must be sent to the Clerk of the Court, Co-Lead Counsel, and

Defendants’ Counsel, at the addresses listed in Question 18. You cannot speak at the hearing if

you exclude yourself from the Settlement.

IF YOU DO NOTHING

23. What Happens if I Do Nothing at All?

If you do nothing, you will receive no money from this Settlement. But, unless you

exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any

other lawsuit against the Defendants or the Released Parties about the same claims being

released in this Settlement.

OBTAINING MORE INFORMATION

24. Are There More Details About the Settlement?

This Notice summarizes the proposed Settlement. More details are contained in the

Stipulation. All terms used in this Notice shall have the same meanings as in the Stipulation.

You can obtain a copy of the Stipulation or more information about the Settlement by visiting

www.sadiaadrlitigation.com or by writing to Co-Lead Counsel listed above in Question 18. You

can also obtain a copy of the Stipulation from the Clerk’s office at 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, during regular business hours.

DO NOT TELEPHONE THE COURT REGARDING THIS NOTICE

SPECIAL NOTICE TO NOMINEES

If you purchased or otherwise acquired Sadia ADRs from April 30, 2008 to September

25, 2008, inclusive, as nominee for a beneficial owner, then, the Court has ordered that within


EXHIBIT A(1)


17

ten (10) days after you receive this Notice, you must either: (1) send a copy of this Notice by first

class mail to all such beneficial owners; or (2) provide a list of the name and addresses of such

beneficial owners to the Claims Administrator:


c/o GCG, Inc.


P. O. Box 9349

Dublin, OH 43017-4249

If you choose to mail the Notice and Proof of Claim yourself, you may obtain from the

Claims Administrator (without cost to you) as many additional copies of these documents as you

will need to complete the mailing.

Regardless of whether you choose to complete the mailing yourself or elect to have the

mailing performed for you, you may obtain reimbursement for reasonable administrative costs

actually incurred in connection with forwarding the Notice and which would not have been

incurred but for the obligation to forward the Notice, upon submission of appropriate

documentation to the Claims Administrator.

DATED:____________________, 2011 BY ORDER OF THE COURT




EXHIBIT A(2)

1



In re SADIA, S.A.


Case No. 1:08-CV-09528 (SAS)

PROOF OF CLAIM AND RELEASE FORM

I. GENERAL INSTRUCTIONS

A. To recover as a member of the Class based on your claim in the action entitled In

re SADIA, S.A. Securities Litigation, Case No. 1:08-CV-09528 (SAS) (the “Action”), you must

complete this Proof of Claim and Release form (“Proof of Claim”). If you fail to submit a Proof

of Claim by the deadline, your claim may be rejected and you may be precluded from any

recovery from the Settlement Fund created in connection with the proposed settlement of the

Action (“Settlement”), as set forth in the Stipulation and Agreement of Settlement dated

September 16, 2011 (“Stipulation”).

B. Submission of this Proof of Claim, however, does not ensure that you will share

in the proceeds of the Settlement Fund created in this Action.

C. YOU MUST COMPLETE AND SUBMIT YOUR PROOF OF CLAIM VIA

MAIL POSTMARKED ON OR BEFORE ______________, 2012, ADDRESSED TO THE

CLAIMS ADMINISTRATOR AS FOLLOWS:


c/o GCG, Inc.


P.O. Box 9349

Dublin, OH 43017-4249

If you are NOT a member of the Class, as defined in the Notice of Pendency of Class Action and

Proposed Settlement, Motion for Attorneys’ Fees and Expenses and Settlement Fairness Hearing

(the “Notice”), then DO NOT submit a Proof of Claim.

D. If you are a member of the Class, you are bound by the terms of any judgment

entered in the Action, WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM.


EXHIBIT A(2)

2

II. INSTRUCTIONS FOR CLAIMANT IDENTIFICATION SCHEDULE

A. If you purchased or otherwise acquired Sadia, S.A. (“Sadia”) American

Depository Receipts (“ADRs”) from April 30, 2008 to September 25, 2008, inclusive, held your

ADRs through the close of the market on September 25, 2008 and were damaged thereby (the

“Class”), and held the ADRs in your name, you are the beneficial purchaser as well as the record

purchaser. If, however, the ADRs were registered in the name of a third party, such as a

nominee or brokerage firm, you are the beneficial purchaser and the third party is the record

purchaser.

B. Use “Part I” of this form (below) entitled “Claimant Identification” to identify

each owner of record (“nominee”), if different from the beneficial owner of the Sadia ADRs

which form the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL

BENEFICIAL OWNER(S), OR THE LEGAL REPRESENTATIVE OF SUCH OWNER(S) OF

THE SADIA ADRs UPON WHICH THIS CLAIM IS BASED.

C. All joint purchasers must sign this claim. Executors, administrators, guardians,

conservators, and trustees must complete and sign this claim on behalf of persons or entities

represented by them and their authority must accompany this claim and their titles or capacities

must be stated. The Social Security (or taxpayer identification) number and telephone number of

the beneficial owner may be used in verifying the claim. Failure to provide the foregoing

information could delay verification of your claim or result in rejection of the claim.

III. INSTRUCTIONS FOR SCHEDULE OF TRANSACTIONS

A. In the space provided below, supply all required details of your transaction(s) in

Sadia ADRs. If you need more space, attach separate sheets giving all of the required

information in substantially the same form. Sign and print or type your name on each additional

sheet.

B. Please provide all of the requested information with respect to all of your

purchases and acquisitions of Sadia ADRs from April 30, 2008 to December 26, 2008, inclusive,

regardless of whether such transactions resulted in a profit or a loss. Failure to report all such

transactions may result in the rejection of your claim.

C. List each transaction separately and in chronological order by trade date,

beginning with the earliest. You must accurately provide the month, day, and year of each

transaction you list.

D. Broker confirmations or other documentation of your transactions in Sadia ADRs

should be attached to your claim. Failure to provide this documentation could delay verification

of your claim or result in rejection of your claim.

E. The requests are designed to provide the minimum amount of information

necessary to process the most simple claims. The Claims Administrator may request additional

information as required to efficiently and reliably calculate your losses. In some cases where the


EXHIBIT A(2)

3

Claims Administrator cannot perform the calculation accurately or at a reasonable cost to the

Class with the information provided, the Claims Administrator may condition acceptance of the

claim upon the production of additional information and/or the hiring of an accounting expert at

the claimant’s cost.


EXHIBIT A(2)

4




Case No. 1:08-CV-09528 (SAS)

PROOF OF CLAIM AND RELEASE

Must be Postmarked No Later Than: __________________, 2012

Please Type or Print

PART I: CLAIMANT IDENTIFICATION

____________________________________________________________________________

Beneficial Owner’s Name (First, Middle, Last)

____________________________________________________________________________

Street Address

_____________________________________

City

___________________________________

State Postal / Zip Code

_____________________________________

Foreign Province

___________________________________

Foreign Country

_____________________________________

Social Security Number or Taxpayer Identification Number (if U.S. Citizen / Resident)

_________________

Country / Area Code

______________________(work)

Telephone Number

_________________

Country / Area Code

______________________ (home)

Telephone Number

____________________________________________________________________________

Record Owner’s Name (if different from beneficial owner listed above)

Check One:

_____ Individual _____ Corporation

_____ Joint Owners _____ IRA

_____ Estate _____ Other ______________ (specify)


EXHIBIT A(2)

5

PART II: SCHEDULE OF TRANSACTIONS IN SADIA AMERICAN

DEPOSITARY RECEIPTS (“ADRs”)

A. BEGINNING HOLDINGS: Total number of Sadia ADRs owned at the close of trading

on April 29, 2008. (If none, write 0). (Must be documented): ____

B. PURCHASES AND ACQUISITIONS: I made the following purchases and

acquisitions of Sadia ADRs from April 30, 2008 to September 25, 2008, inclusive. (Must be

documented):

Trade Date(s) of

Purchase(s)/Acquisition(s)

(List Chronologically)

Month/Day/Year

Number of Sadia

ADRs Purchased

and/or Acquired

Purchase/

Acquisition Price

Per Sadia ADR

Aggregate Cost

(excluding

commissions, taxes

and fees)

____/____/______ ________________ $______________ $_____________

____/____/______ ________________ $______________ $_____________

____/____/______ ________________ $______________ $______________

____/____/______ ________________ $______________ $______________

____/____/______ ________________ $______________ $______________

C. PURCHASES AND ACQUISITIONS: Total number of Sadia ADRs purchased and/or

acquired from September 26, 2008 to December 26, 2008, inclusive. (If none, write 0). (Must

be documented): ____

D. SALES: I made the following sales of Sadia ADRs from April 30, 2008 to December 26,

2008, inclusive. (Must be documented):

Trade Date(s) of Sale(s)

(List Chronologically)

Month/Day/Year

Number of Sadia

ADRs Sold

Sale Price Per

Sadia ADR

Aggregate Cost

(excluding

commissions, taxes

and fees)

____/____/______ ________________ $______________ $_____________

____/____/______ ________________ $______________ $_____________

____/____/______ ________________ $______________ $______________


EXHIBIT A(2)

6

____/____/______ ________________ $______________ $______________

____/____/______ ________________ $______________ $______________

E. UNSOLD HOLDINGS: Number of Sadia ADRS owned at the close of trading on

December 26, 2008. (If none, write 0). (Must be documented): ____

YOU MUST READ AND SIGN THE RELEASE ON PAGE ______. FAILURE TO SIGN

THE RELEASE MAY RESULT IN A DELAY IN PROCESSING OR THE REJECTION OF

YOUR CLAIM.

If you require additional space, attach extra schedules in the same format as above. Copies of

broker’s confirmations or other documentation evidencing your transactions in Sadia ADRs

should be attached.


EXHIBIT A(2)

7

PART III: SUBMISSION TO JURISDICTION OF COURT AND

ACKNOWLEDGEMENTS

1. I (We) submit this Proof of Claim and Release under the terms of the Stipulation

and Agreement of Settlement described in the Notice. I (We) also submit to the jurisdiction of

the United States District Court for the Southern District of New York with respect to my (our)

claim as a Class Member and for purposes of enforcing the release set forth herein and any

Judgment which may be entered in the Action. I (We) further acknowledge that I (we) am (are)

bound by and subject to the terms of any Judgment that may be entered in the Action.

2. I (We) agree to furnish additional information to the Claims Administrator to

support this claim if required to do so.

PART IV: DEFINITIONS AND RELEASE

1. This Proof of Claim and Release form incorporates by reference the definitions in

the Stipulation and all terms used herein shall have the same meanings as set forth in the

Stipulation.

2. I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully,

finally and forever settle, discharge and release all “Released Claims” against all “Released

Parties,” including “Unknown Claims,” as defined below.

(a) “Released Claims” means any and all claims, debts, demands, rights or causes of

action or liabilities whatsoever, whether based on federal, state, common or foreign law or any

other law, rule or regulation, whether fixed or contingent, accrued or un-accrued, liquidated or

un-liquidated, at law or in equity, matured or un-matured, whether class, and/or individual in

nature, including both known claims and Unknown Claims, that: (i) have been asserted in this

Action by the Class Representatives and/or the members of the Class or any of them against any

of the Released Parties; or (ii) could have been asserted in any forum by the Class


EXHIBIT A(2)

8

Representatives and/or the members of the Class or any of them against any of the Released

Parties which arise out of or are based, directly or indirectly, upon the allegations, transactions,

facts, matters or occurrences, representations or omissions involved, set forth, or referred to in

the Complaint and which relate to the purchase or acquisition of Sadia ADRs during the Class

Period. Additionally, “Released Claims” does not include claims relating to the enforcement of

the Settlement or the terms of the Stipulation.

(b) “Released Parties” means Defendants and the current and former officers,




(c) “Unknown Claims” means any and all Released Claims that the Class


favor as of the Effective Date and any Settled Parties’ Claims that any Released Party does not



respect to any and all Released Claims and Settled Parties’ Claims, the Parties stipulate and agree




by any law of any state or territory of the United States or of any foreign country, or principle of






EXHIBIT A(2)

9


debtor.


deemed to have acknowledged, that the inclusion of “Unknown Claims” in the definition of

Released Claims and Settled Parties’ Claims was separately bargained for and was a key element

of the Settlement.

3. This release shall be of no force or effect unless and until the Court gives final

approval to the Settlement and the Effective Date occurs.

4. No Released Parties (as defined in the Stipulation) shall be liable or obligated to

pay any fees, expenses, costs or disbursements to, or incur any expense on behalf of, any person

or entity (including, without limitation, the Class Representatives and Co-Lead Counsel), directly

or indirectly, in connection with the Action or the Settlement, except as expressly provided for in

the Settlement.

PART V: REPRESENTATIONS

1. I (We) hereby warrant and represent that I (we) have not assigned or transferred

or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to

this release or any other part or portion thereof.

2. I (We) hereby warrant and represent that I (we) have included information about

(i) all of my (our) purchases and acquisitions in Sadia ADRs which occurred from April 30, 2008

to September 25, 2008, inclusive, (ii) the total number of Sadia ADRs I (we) purchased and/or

acquired from September 26, 2008 to December 26, 2008, inclusive, (iii) all of my (our) sales

transactions in Sadia ADRs which occurred from April 30, 2008 to December 26, 2008,

inclusive and (iv) the total number of Sadia ADRs held by me (us) at the close of trading on

April 29, 2008 and December 26, 2008.


EXHIBIT A(2)

10

3. 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.

NOTE: If you have been notified by the Internal Revenue Service that you are subject

to backup withholding, please strike out the language that you are not subject to backup

withholding in the certification above.

I declare under penalty of perjury under the laws of the State of New York and the United

States of America that the foregoing information supplied by the undersigned is true and correct

and that this Proof of Claim and Release form was executed this ____ day of ____________

in___________________________. (month, year)

(City, State, Country)

_______________________________

(Sign your name here)

_______________________________

(Type or print your name here)

_______________________________

(Capacity of persons signing, e.g., Beneficial

Purchaser, Executor or Administrator)

_______________________________

(Sign your name here)

_______________________________

(Type or print your name here)

_______________________________

(Capacity of persons signing, e.g., Beneficial

Purchaser, Executor or Administrator)

ACCURATE CLAIMS PROCESSING TAKES A

SIGNIFICANT AMOUNT OF TIME

THANK YOU FOR YOUR PATIENCE

Reminder Checklist:

1. Please sign the Certification section of the Proof of Claim and Release on Page

_____.

2. If this claim is being made on behalf of joint claimants, both must sign.

3. Remember to attach supporting documentation.

4. Do not send original stock certificates.


EXHIBIT A(2)

11

5. Keep a copy of your Proof of Claim and Release form and all documents

submitted for your records.

6. If you desire an acknowledgment of receipt of your claim form, please send it

Certified Mail, Return Receipt Requested.

7. If you move, please send the Claims Administrator your new address.

These forms and your supporting documentation must be postmarked

no later than _______________, 2012.


EXHIBIT A(3)

1



In re SADIA, S.A.


Case No. 1:08-CV-09528 (SAS)

SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF

CLASS ACTION AND SETTLEMENT FAIRNESS HEARING

TO: ALL PERSONS AND ENTITIES WHO PURCHASED OR OTHERWISE

ACQUIRED SADIA, S.A. (“SADIA”) AMERICAN DEPOSITORY

RECEIPTS (“ADRs”) FROM APRIL 30, 2008 TO SEPTEMBER 25, 2008,

INCLUSIVE, WHO HELD THE ADRs THROUGH THE CLOSE OF THE

MARKET ON SEPTEMBER 25, 2008, AND WHO WERE DAMAGED

THEREBY (THE “CLASS”).

YOU ARE HEREBY NOTIFIED that the above-captioned action has been certified as a

class action and that a settlement for Twenty-Seven Million Dollars ($27,000,000) has been

proposed. A hearing will be held before the Honorable Shira A. Scheindlin in the United States

District Court for the Southern District of New York, Daniel Patrick Moynihan United States

Courthouse, 500 Pearl Street, Courtroom 15C, New York, NY 10007-1312 at __:___ _.m., on

________, 2011 to determine whether: (1) the proposed Settlement should be approved by the

Court as fair, reasonable and adequate; (2) the proposed Plan of Allocation should be approved;

(3) Co-Lead Counsel’s application for an award of attorneys’ fees and reimbursement of

expenses should be approved; (4) the Class Representatives’ application for reimbursement of

costs and expenses (including lost wages) in connection with their representation of the Class

should be approved; and (5) the claims against Defendants should be dismissed with prejudice.

IF YOU ARE A MEMBER OF THE CLASS DESCRIBED ABOVE, YOUR

RIGHTS WILL BE AFFECTED AND YOU MAY BE ENTITLED TO SHARE IN THE

SETTLEMENT FUND. If you have not yet received the full printed Notice of Pendency of


EXHIBIT A(3)

2

Class Action and Proposed Settlement, Motion for Attorneys’ Fees and Expenses and Settlement

Fairness Hearing (the “Notice”) and Proof of Claim and Release form (“Proof of Claim”), you

may obtain copies of these documents by contacting:


c/o GCG, Inc.


P.O. Box 9349

Dublin, OH 43017-4249

(800) 231-1815

Inquiries, other than requests for the forms of the Notice and Proof of Claim, may be

made to Co-Lead Counsel:

Stuart L. Berman, Esq.

Christopher L. Nelson, Esq.

John J. Gross, Esq.

Jennifer L. Enck, Esq.

Kessler Topaz Meltzer & Check, LLP

280 King of Prussia Road

Radnor, PA 19087

(610) 667-7706

Joseph E. White, III, Esq.

Christopher S. Jones, Esq.

Saxena White P.A.

2424 North Federal Highway, Suite 257

Boca Raton, FL 33431

(561) 394-3399

To participate in the Settlement, you must submit a Proof of Claim no later than

____________, 2012. If you are a member of the Class and do not submit a valid Proof of

Claim, you will not share in the Settlement but you nevertheless will be bound by the Judgment

entered by the Court in this litigation. As more fully described in the Notice, the deadline for

submitting objections and requests for exclusion is ____________, 2011.

Further information may also be obtained by directing your inquiry in writing to the

Claims Administrator, GCG, Inc., at the address listed above.

By Order of the Court


EXHIBIT B

1



In re SADIA, S.A.


Case No. 1:08-CV-09528 (SAS)

[PROPOSED] ORDER AND FINAL JUDGMENT

WHEREAS, a consolidated class action is pending in this Court captioned In re SADIA,

S.A. Securities Litigation, Case No. 1:08-CV-09528 (SAS) (the “Action”); and

WHEREAS, this matter came before the Court for hearing pursuant to the Order

Preliminarily Approving Settlement dated ____________, 2011 (the “Preliminary Approval

Order”), on the application of the parties for approval of the Settlement set forth in the

Stipulation and Agreement of Settlement dated September 16, 2011 (the “Stipulation”) entered

into by plaintiffs Westchester Putnam Heavy & Highway Laborers Local 60 Benefit Funds, Alan

Hyman, Phil Carey, Steve Geist and Peter Schicker (collectively, the “Class Representatives”),

on behalf of themselves and the Class (as defined herein), and defendants Sadia, S.A. (“Sadia” or

the “Company”), Adriano Lima Ferreira, Welson Teixeira, Jr., Gilberto Tomazoni, Walter

Fontana Filho and Eduardo Fontana d’Avila (collectively, the “Defendants”), by and through

their respective counsel; and

WHEREAS, due and adequate notice having been given to the Class, which was

previously certified by the Court by Opinion and Order dated July 20, 2010,1 as required in the

1

In its Opinion and Order dated July 20, 2010, the Court granted Lead Plaintiffs’ motion to

certify the class as pled: all persons and entities who purchased or otherwise acquired Sadia

American Depository Receipts from April 30, 2008 to September 26, 2008, inclusive, and who

were damaged thereby. The Court went on to exclude from the class, purchasers who sold shares

prior to the close of the market on September 25, 2008. For purposes of clarity, the Parties agree

that the last day of the class period should be September 25, 2008 and have revised, for purposes

of the Settlement, the definition of “Class” and “Class Period” accordingly.


EXHIBIT B

2

Preliminary Approval Order, and the Court having considered all papers filed and proceedings

had herein and otherwise being fully informed and good cause appearing therefore;

IT IS HEREBY ORDERED, ADJUDGED AND DECREED as follows:

1. This Order and Final Judgment (the “Judgment”) incorporates by reference the

definitions in the Stipulation and all terms used herein shall have the same meanings as set forth

in the Stipulation.

2. This Court has jurisdiction over the subject matter of the Action, and over all

Parties to the Action, including all members of the Class.

3. The Notice of Pendency of Class Action and Proposed Settlement, Motion for

Attorneys’ Fees and Expenses and Settlement Fairness Hearing (“Notice”) has been given to the

Class (i.e., all persons and entities who purchased or otherwise acquired Sadia American

Depository Receipts (“ADRs”) from April 30, 2008 to September 25, 2008, inclusive, who held

the ADRs through the close of the market on September 25, 2008, and who were damaged

thereby), pursuant to and in the manner directed by the Preliminary Approval Order, proof of the

mailing of the Notice was filed with the Court by Co-Lead Counsel, and a full opportunity to be

heard has been offered to all Parties, the Class, and Persons in interest. The form and manner of

the Notice is hereby determined to have been the best notice practicable under the circumstances

and to have been given in full compliance with each of the requirements of Fed. R. Civ. P. 23,

and it is further determined that all members of the Class are bound by the Judgment herein.1

1 Excluded from the Class are the Defendants, family members of each Individual Defendant,

any entity in which any Defendant has a controlling interest, and the directors, officers, legal

affiliates in which any Defendant has a controlling interest, representatives, heirs, successors and

predecessors in interest, or assigns of any such excluded party. Also excluded from the Class are

all persons and entities who exclude themselves from the Class by timely requesting exclusion in

accordance with the requirements set forth in the Notice, as identified on Exhibit 1 hereto.


EXHIBIT B

3

4. The Settlement, and all transactions preparatory or incident thereto, is found to be

fair, reasonable, adequate, and in the best interests of the Class, and it is hereby approved. The

Parties to the Stipulation are hereby authorized and directed to comply with and to consummate

the Settlement in accordance with its terms and provisions; and the Clerk of this Court is directed

to enter and docket this Judgment in the Action.

5. The Action and all claims included therein, as well as all of the Released Claims

(defined in the Stipulation and in Paragraph 6(b) below) are dismissed with prejudice as to the

Class Representatives and the other members of the Class, and as against each and all of the

Released Parties (defined in the Stipulation and in Paragraph 6(a) below). The Parties are to bear

their own costs, except as otherwise provided in the Stipulation.

6. As used in this Judgment, the terms “Released Parties,” “Released Claims,”

“Settled Parties’ Claims,” and “Unknown Claims” shall have the meanings as provided in the

Stipulation, and specified below:

(a) “Released Parties” means Defendants and the current and former officers,




(b) “Released Claims” means any and all claims, debts, demands, rights or

causes of action or liabilities whatsoever, whether based on federal, state, common or foreign


liquidated or un-liquidated, at law or in equity, matured or un-matured, whether class, and/or

individual in nature, including both known claims and Unknown Claims, that: (i) have been

asserted in this Action by the Class Representatives and/or the members of the Class or any of


EXHIBIT B

4

them against any of the Released Parties; or (ii) could have been asserted in any forum by the

Class Representatives and/or the members of the Class or any of them against any of the

Released Parties which arise out of or are based, directly or indirectly, upon the allegations,

transactions, facts, matters or occurrences, representations or omissions involved, set forth, or

referred to in the Complaint and which relate to the purchase or acquisition of Sadia ADRs

during the Class Period. Additionally, “Released Claims” does not include claims relating to the

enforcement of the Settlement or the terms of the Stipulation.

(c) “Settled Parties’ Claims” means any and all claims, debts, demands, rights

or causes of action or liabilities whatsoever, whether based on federal, state, foreign or common


liquidated or un-liquidated, at law or in equity, matured or un-matured, whether class and/or

individual in nature, including both known claims and Unknown Claims, that have been or could

have been asserted in the Action or any forum by the Released Parties or any of them or the

successors and assigns of any of them against the Class Representatives, any Class Member or

their attorneys, which arise out of or relate in any way to the institution, prosecution, or

settlement of the Action (except for claims to enforce the Settlement).

(d) “Unknown Claims” means any and all Released Claims that the Class


favor as of the Effective Date and any Settled Parties’ Claims that any Released Party does not



respect to any and all Released Claims and Settled Parties’ Claims, the Parties stipulate and agree



EXHIBIT B

5



by any law of any state or territory of the United States or of any other country, or principle of






debtor.


deemed to have acknowledged, that the inclusion of “Unknown Claims” in the definition of

Released Claims and Settled Parties’ Claims was separately bargained for and was a key element

of the Settlement.

7. Upon the Effective Date of the Settlement, the Class Representatives and

members of the Class, on behalf of themselves and each of their heirs, executors, administrators,

successors, assigns, beneficiaries, predecessors, affiliates and any person or entity claiming to

have acted by or through any of the Class Members, shall, with respect to each and every

Released Claim, release and forever discharge, and shall forever be enjoined from prosecuting,

any Released Claims against any of the Released Parties.

8. Upon the Effective Date of the Settlement, each of the Released Parties, on behalf

of themselves and each of their heirs, executors, administrators, successors, assigns beneficiaries,

predecessors, affiliates and any person or entity claiming to have acted by or through any of the

Released Parties, shall, with respect to each and every Settled Parties’ Claim, release and forever

discharge, and shall forever be enjoined from prosecuting any of the Settled Parties’ Claims.


EXHIBIT B

6

9. Upon the Effective Date of the Settlement, any and all claims for contribution

arising out of any Released Claims (i) by any person or entity against any of the Released

Parties, and (ii) by any of the Released Parties against any person or entity, other than as set out

in 15 U.S.C. §78u-4(f)(7)(A)(ii), are hereby permanently barred, extinguished, discharged,

satisfied, and unenforceable. Accordingly, without limitation to any of the above, (i) any person

or entity is hereby permanently enjoined from commencing, prosecuting, or asserting against any

of the Released Parties any such claim for contribution, and (ii) the Released Parties are hereby

permanently enjoined from commencing, prosecuting, or asserting against any person or entity,

any such claim for contribution. In accordance with 15 U.S.C. §78u-4(f)(7)(B), any final verdict

or judgment that might be obtained by or on behalf of the Class or a Class Member against any

person or entity based upon or arising out of any Released Claim for which such person or entity

and any Released Parties are found to be jointly liable shall be reduced by the greater of (i) an

amount that corresponds to the percentage of responsibility of any such Released Party for

common damages or (ii) the amount paid to the Class by or on behalf of each such Released

Party for common damages.

10. In accordance with ¶36 of the Stipulation, the following Complete Bar Order shall

apply:

(a) Any and all persons and entities are permanently barred, enjoined, and

restrained from commencing, prosecuting, or asserting any claim against any Released Party

arising under any federal, state, or foreign statutory or common-law rule, however styled,

whether for indemnification or contribution or otherwise denominated, including, without

limitation, claims for breach of contract and for misrepresentation, where the claim is or arises

from a Released Claim and the alleged injury to such person or entity arises from that person’s or


EXHIBIT B

7

entity’s alleged liability to the Class or any Class Member, including, without limitation, any

claim in which a person or entity seeks to recover from any of the Released Parties (i) any

amounts such person or entity has or might become liable to pay to the Class or any Class

Member and/or (ii) any costs, expenses, or attorneys’ fees from defending any claim by the Class

or any Class Member. All such claims are hereby extinguished, discharged, satisfied, and

unenforceable, subject to a hearing to be held by the Court, if necessary. The provisions of this

paragraph are intended to preclude any liability of any of the Released Parties to any person or

entity for indemnification, contribution, or otherwise on any claim that is or arises from a

Released Claim and where the alleged injury to such person or entity arises from that person’s or

entity’s alleged liability to the Class or any Class Member; provided, however, that if the Class

or any Class Member obtains any judgment against any such person or entity based upon, arising

out of, or relating to any Released Claim for which such person or entity and any of the Released

Parties are found to be jointly liable, that person or entity shall be entitled to a judgment credit

equal to an amount that is the greater of (i) an amount that corresponds to the percentage of

responsibility of any such Released Party for common damages or (ii) the amount paid to the

Class by or on behalf of each such Released Party for common damages.

(b) Notwithstanding anything stated in this Complete Bar Order, if any person

or entity (for purposes of this Subparagraph (b), a “petitioner”) commences against any of the

Released Parties any action either (i) asserting a claim that is or arises from a Released Claim

and where the alleged injury to such person or entity arises from that person’s or entity’s alleged

liability to the Class or any Class Member or (ii) seeking contribution or indemnity for any

liability or expenses incurred in connection with any such claim, and if such action or claim is

not barred by a court pursuant to this paragraph, or is otherwise not barred by the Complete Bar


EXHIBIT B

8

Order, neither the Complete Bar Order nor the Stipulation shall bar claims by that Released Party

against (a) such petitioner, (b) any person or entity who is or was controlled by, controlling, or

under common control with the petitioner, whose assets or estate are or were controlled,

represented, or administered by the petitioner, or as to whose claims the petitioner has

succeeded, and (c) any person or entity that participated with any of the preceding persons or

entities described in items (a) and (b) of this Subparagraph in connection with the conduct,

transactions, or occurrences that are the subject of the claim brought against the Released Party,

or any person or entity that was involved in the issues and damages alleged by the petitioner;

provided, further, that nothing in the Complete Bar Order or the Stipulation shall prevent the

Parties from taking such steps as are necessary to enforce the terms of the Stipulation and the

Settlement embodied therein.

(c) Nothing in this Complete Bar Order shall prevent a putative Class

Member who validly requests to be excluded from the Class from pursuing any Released Claim

against any Released Party. If any putative Class Member who validly requests exclusion from

the Class pursues any such Released Claim against any Released Party, nothing in this Complete

Bar Order or in the Stipulation shall operate to preclude such Released Party from asserting any

claim of any kind against such putative Class Member (or seeking contribution or indemnity

from any person or entity, including any co-defendant in the Action, in respect of the claim of

such putative Class Member who validly requests exclusion from the Class).

(d) Class Representatives and the Class Members will use their best efforts, in

settling any claim with any other person or entity, to obtain from such person or entity a release

of any and all claims based upon, arising out of, or relating to the Action or any of the Released

Claims that the person or entity might have against any of the Released Parties.


EXHIBIT B

9

(e) If any term of the Complete Bar Order entered by the Court is held to be

unenforceable after the date of entry, such provision shall be substituted with such other

provision as may be necessary to afford all of the Released Parties the fullest protection

permitted by law from any claim that is based upon, arises out of, or relates to any Released

Claims.

(f) Notwithstanding the Complete Bar Order or anything else in the

Stipulation, nothing shall release, interfere with, limit, or bar the assertion by any Released Party

of any claim for insurance coverage under any insurance, reinsurance, or indemnity policy that

provides coverage respecting the conduct at issue in the Action, or any claim for indemnification

or for costs, expenses or attorneys’ fees from defending any claim by the Class or any Class

Member as between the Company and the Individual Defendants. For the avoidance of doubt, in

the event there is deemed to be a conflict between this Subsection and any other provision

herein, this sub-section shall govern.

11. The Stipulation and all negotiations, statements, and proceedings in connection

therewith shall not, in any event, be construed or deemed to be evidence of an admission or




the Stipulation and Settlement contemplated thereby), or be used in any way as an admission,



member of the Class, or any other Person, has or has not suffered any damage.

NYC 735570.1


EXHIBIT B

10




with the Action or the Settlement, except as expressly provided for in the Settlement. No

Released Parties shall have any responsibility whatsoever for filing elections or other required

statements, or tax returns, or for paying the costs associated therewith, the payment of any Taxes

due, or the expenses of notice or administration of the Settlement Fund, except as expressly

provided for in the Settlement.

13. The Plan of Allocation is approved as fair and reasonable, and Co-Lead Counsel

and the Claims Administrator are directed to administer the Settlement in accordance with the

terms and provisions of the Stipulation.

14. The Court finds that all Parties and their counsel have complied with each

requirement of the Private Securities Litigation Reform Act of 1995 and Rule 11 of the Federal

Rules of Civil Procedure as to all proceedings herein.

15. Only those Class Members filing valid Proof of Claim and Release forms (“Proof

of Claim”) shall be entitled to participate in the Settlement and to receive a distribution from the

Settlement Fund. The Proof of Claim to be executed by the Class Members shall further release

all Released Claims against the Released Parties. All Class Members shall, as of the Effective

Date, be bound by the releases set forth herein whether or not they submit a valid and timely

Proof of Claim.

16. No Authorized Claimant shall have any claim against Plaintiffs’ Counsel, the

Claims Administrator, or any other agent designated by Co-Lead Counsel based on the

distributions made substantially in accordance with the Settlement and Plan of Allocation as


EXHIBIT B

11

approved by the Court and further orders of the Court. No Authorized Claimant shall have any

claim against the Defendants, Defendants’ Counsel, or any of the Released Parties with respect

to the investment or distribution of the Net Settlement Fund, the determination, administration,

calculation or payment of claims, the administration of the escrow account, or any losses

incurred in connection therewith, the Plan of Allocation, or the giving of notice to Class

Members.

17. Any order approving or modifying the Plan of Allocation set forth in the Notice,

the application for attorneys’ fees and expenses, or the application for reimbursement of costs

and expenses to the Class Representatives shall not disturb or affect the finality of this Judgment,

the Stipulation or the Settlement contained therein.

18. Co-Lead Counsel are hereby awarded attorneys’ fees in the amount of ____% of

the Settlement Fund, which sum the Court finds to be fair and reasonable. Co-Lead Counsel are

hereby awarded a total of $________ in reimbursement of expenses. The foregoing awards of

fees and expenses shall be paid to Co-Lead Counsel from the Settlement Fund, and such payment

shall be made at the time and in the manner provided in the Stipulation, with interest from the

date the Settlement Amount was funded to the date of payment at the same net rate that interest

is earned by the Settlement Fund. The award of attorneys’ fees and expenses shall be allocated

among Plaintiffs’ Counsel in a fashion which, in the opinion of Co-Lead Counsel, fairly

compensates Plaintiffs’ Counsel for their respective contributions in the prosecution of the

Action.

19. In making this award of attorneys’ fees and reimbursement of expenses to be paid

from the Settlement Fund, the Court has considered and found that:


EXHIBIT B

12

(a) the Settlement has created a fund of $27,000,000 in cash that is already on

deposit, plus interest thereon, and that numerous Class Members who submit acceptable Proofs

of Claim will benefit from the Settlement;

(b) Over ______ copies of the Notice were disseminated to putative Class

Members indicating that Co-Lead Counsel would be moving for attorneys’ fees not to exceed

33⅓% of the Settlement Fund and reimbursement of expenses from the Settlement Fund in a

total amount not to exceed $800,000, and [__] objection was filed against the terms of the

proposed Settlement or the ceiling on the fees and expenses contained in the Notice;

(c) Co-Lead Counsel have conducted the litigation and achieved the

Settlement with skill, perseverance and diligent advocacy;

(d) The Action involves complex factual and legal issues and was actively

prosecuted for over two years and, in the absence of a settlement, would involve further lengthy

proceedings with uncertain resolution of the complex factual and legal issues;

(e) Had Co-Lead Counsel not achieved the Settlement there would remain a

significant risk that the Class Representatives and the Class may have recovered less or nothing

at all from the Defendants;

(f) Co-Lead Counsel and Liaison Counsel have devoted over _____ hours,

with a lodestar value of $__________, to the prosecution of the Action to achieve the Settlement;

and

(g) The amount of attorneys’ fees awarded and expenses reimbursed from the

Settlement Fund are fair and reasonable and consistent with awards in similar cases.

20. The Court hereby awards the Class Representatives reimbursement for their

reasonable costs and expenses (including lost wages) incurred in serving as the Class


EXHIBIT B

13

Representatives and representing the Class during the prosecution of this Action in the following

amounts: $____________ to Westchester Putnam Heavy & Highway Laborers Local 60 Benefit

Funds, $____________ to Alan Hyman, $____________ to Phil Carey, $____________ to Steve

Geist and $____________ to Peter Schicker.

21. Without affecting the finality of this Judgment in any way, the Court reserves

exclusive and continuing jurisdiction over the Action, the Class Representatives, the Class, and

the Released Parties for the purposes of: (1) supervising the implementation, enforcement,

construction, and interpretation of the Stipulation, the Plan of Allocation, and this Judgment; (2)

hearing and determining any application by Co-Lead Counsel for an award of attorneys’ fees and

expenses, or any application for reimbursement of costs and expenses to the Class

Representatives; and (3) supervising the distribution of the Settlement Fund.

22. In the event that the Settlement does not become effective in accordance with the

terms of the Stipulation or in the event that the Settlement Fund, or any portion thereof, is

returned to the Defendants, then this Judgment shall be rendered null and void to the extent

provided by and in accordance with the Stipulation and shall be vacated and, in such event, all

orders entered and releases delivered in connection herewith shall be null and void to the extent

provided by and in accordance with the Stipulation.

23. There is no reason for delay in the entry of this Judgment and immediate entry by

the Clerk of the Court is expressly directed pursuant to Rule 54(b) of the Federal Rules of Civil

Procedure.

IT IS SO ORDERED, this ____ day of ____________, 2011.

_________________________________________

THE HONORABLE SHIRA A. SCHEINDLIN

UNITED STATES DISTRICT JUDGE


Documents

SOUTHERN DISTRICT OF NEW YORK Case No.1:08-CV …securities.stanford.edu/filings-documents/1041/SDA...Dec 28, 2011 · D. Sadia moved to dismiss the Complaint on April 27, 2009. Lead