This lawsuit is a class action on behalf of certain participants and beneficiaries of the World Travel, Inc. ESOP, against Prudent Fiduciary Services, LLC (“PFS”), Miguel Paredes (“Paredes” and together with PFS, the “Trustee”), and James A. Wells (“Wells” and, together with PFS and Paredes, the “Defendants”) in the U.S. District Court for the Eastern District of Pennsylvania (the “Lawsuit”).

The Lawsuit claims that Defendants violated a federal statute, the Employee Retirement Income Security Act of 1974 (“ERISA”), in connection with the Plan’s acquisition of World Travel stock in 2017 for approximately $200 million (the “ESOP Transaction”). Specifically, the Lawsuit alleges that the Trustee violated its duties under ERISA § 404, 29 U.S.C. §1104, and ERISA § 406, 29 U.S.C. § 1106, when it, among things, allegedly approved a purchase price for World Travel stock that exceeded fair market value, and Wells participated in a prohibited transaction in violation of ERISA § 406, 29 U.S.C. § 1106, by selling his World Travel stock to the Plan.

The Trustee and Wells deny all of the allegations in the Lawsuit, deny any wrongdoing regarding the ESOP Transaction, and have vigorously defended the Lawsuit.

A class action is a lawsuit in which the claims and rights of many people are decided in a single court case. One or more representatives known as “class representatives” file a lawsuit asserting claims on behalf of the entire class. The class representatives in this case are Shari Ahrendsen, Barry Clement, Lisa Bush, and Thomas Kallas. The Class Representatives are four former employee participants in the ESOP.

On January 31, 2023, the Court granted Plaintiffs’ Motion for Preliminary Approval of Settlement and Certification of Settlement Class and certified a Class for settlement purposes only.

The Class is defined as: “all persons who, at any time on or prior to January 1, 2023, were vested participants in the ESOP and the beneficiaries of such participants. Excluded from the Settlement Class are the shareholders who sold their World Travel, Inc. stock to the ESOP, directly or indirectly, and their immediate families; the directors of World Travel, Inc. and their immediate families; and legal representatives, successors, and assigns of any such excluded persons.”

You do not have the right to exclude yourself from the Class or the benefits of the Settlement. This Lawsuit was certified as a mandatory (“non-opt-out”) class action.

Defendants, as described in the Settlement Agreement, have agreed to make a total payment of $8,700,000 (the “Settlement Amount”) into the Settlement Fund. The Settlement Amount, plus any accrued interest, shall be the “Gross Settlement Fund.”

The “Net Proceeds” of the Settlement paid to Class Members shall be the Gross Settlement Fund minus:

1. Administrative Expenses, which include amounts required to pay taxes, administer the Settlement Fund Account, issue notice of the Settlement and communicate with Class Members, and make payments to the Class Members.
2. The fees and costs of the Independent Fiduciary if the Settlement becomes Final.
3. Class Counsel’s attorneys’ fees, which shall not exceed one-third of the Settlement Amount before payment of expenses.
4. Class Counsel’s expenses, which shall not exceed $100,000.
5. If approved by the Court, a Service Award to the Named Plaintiffs in an amount not to exceed $15,000 each.

The Net Proceeds will be distributed to Class Members in accordance with the Plan of Allocation approved by the Court.

In general, a Class Member’s share of the Net Proceeds will be distributed based on the proportion of the vested shares of World Travel stock he or she held in the Plan during the Class Period divided by the total number of vested shares held by all Class Members in the Plan during the Class Period.

Class Members will not need to submit a claim to receive their allocated portion of the Net Proceeds from the Settlement. Their allocated portion will be calculated based on the Plan’s records.

In exchange for payment of the Settlement Amount, and satisfaction of the conditions contained in the Settlement Agreement, all Class Members (and their beneficiaries, heirs, executors, representatives, and assigns) and the Plan will release (or give up) any and all claims of any nature whatsoever (including claims for any and all losses, damages, unjust enrichment, attorneys’ fees, disgorgement of fees, litigation costs, injunction, declaration, contribution, as individuals, corporate entities, or in their capacities as fiduciaries, whether known or unknown, in law or equity, which were or could have been asserted in the Lawsuit that relate to or arise from the facts and claims alleged in the Second Amended Complaint.

If the Court approves the Settlement, you will be bound by it and will receive whatever benefits you are entitled to under its terms. You cannot exclude yourself from the Settlement, but you may notify the Court of your objection to the Settlement. If the Court approves the Settlement, it will do so under Federal Rule of Civil Procedure 23(b)(1), which does not permit Class Members to opt out of the Class.

Following the deadline for objecting to the Settlement, the Court will hold a Fairness Hearing at 2:00 p.m. on June 12, 2023 at the United States District Court for the Eastern District of Pennsylvania, in the courtroom of Judge Harvey Bartle III, located at the James A. Byrne U.S. Courthouse, 601 Market Street, Courtroom 16-A, Philadelphia, Pennsylvania 19106. The date and location of the Fairness Hearing is subject to change by order of the Court, which will appear on the Court’s docket for this Lawsuit. The Court may decide to conduct the hearing by videoconference.