The Notice was sent to you in the belief that you may be a member of the Class. If you do not meet the Class definition, or if you previously excluded yourself from the Class in connection with the Notice of Pendency of Class Action that was mailed to potential Class Members beginning in June 2021 (the “Class Notice”), the Notice does not apply to you.

The Notice explains the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them. The purpose of the Notice is to inform you about: (a) the terms of the proposed Settlement, and (b) your rights in connection with a hearing to be held before the Ninth Judicial District Court for the Parish of Rapides, State of Louisiana (the “Court”), on February 2, 2024 at 10:00 a.m., to consider the fairness, reasonableness, and adequacy of the proposed Settlement, the proposed Plan of Allocation, and the application by Class Counsel for attorneys’ fees and litigation expenses (the “Settlement Hearing”). The Notice also describes the steps necessary to seek to be potentially eligible to share in the distribution of the Net Settlement Fund in the event the Settlement is approved by the Court.

The Court in charge of this case is the Ninth Judicial District Court for the Parish of Rapides, State of Louisiana, and the case is known as Helen Moore, et al. v. Macquarie Infrastructure and Real Assets, et al., No.: 251,417 c/w Nos. 251,456, 251,515, 252,446, 252,458, and 252,459. The judge presiding over this case is the Honorable Lowell C. Hazel, Ninth Judicial District Court Judge. The people who are suing are called plaintiffs, and those who are being sued are called defendants. In this case, the Defendants are Bruce Williamson and Darren Olagues.

A brief background of this case is provided on pages 3-4 of the Notice and is also summarized on this website. We do not have any more information regarding the background of this case beyond what is provided in the Notice and posted case documents.

The Court directed that everyone who fits this description is a Class Member: all persons or entities (and their successors in interest) who owned Cleco Corporation (“Cleco”) common stock, whether beneficially or of record, as of January 13, 2015 and who voted against, abstained from voting, or did not vote on Proposal 1 on the Proxy Statement issued in connection with the February 26, 2015 shareholder vote on the Merger.

Excluded from the Class are: Defendants and their affiliates or family members. Also excluded from the Class are all persons and entities who timely and validly requested exclusion from the Class in accordance with the requirements set by the Court in connection with the Notice of Pendency of Class Action that was mailed to potential Class Members beginning in June 2021 (the “Class Notice”).

As ordered by the Court, if your shares were voted in favor of Proposal 1 on the Proxy Statement, i.e., voted in favor of the Merger/Buyout, those shares are not part of the Class and are not eligible for recovery as part of this Settlement.

Please Note: Receipt of the Notice does not necessarily mean that you are a Class Member or that you are entitled to receive proceeds from the Settlement. If you wish to be potentially eligible to receive a distribution of the net settlement proceeds, you must complete, sign, and submit a Claim Form postmarked no later than March 6, 2024.

We are unable to advise regarding claim eligibility prior to receiving and processing a Proof of Claim submission. We cannot be more specific than the information which has been included in the Notice and cannot interpret how the Notice or Plan of Allocation may apply to a specific claim prior to processing.

Please read the Notice and Class definition carefully and decide whether or not you wish to submit a Proof of Claim. If you are still not certain of eligibility and want for us to determine eligibility, you will need to submit a Proof of Claim Form along with supporting documentation for your transactions.

Email is not an acceptable submission method and claims submitted via email will not be reviewed for eligibility. As indicated in the general instructions for the Proof of Claim and Release, you must submit your claim via the online form found on the File Claim tab or you can mail your completed and signed Proof of Claim and Release addressed as follows:

Cleco Merger Settlement
Claims Administrator
c/o Gilardi & Co. LLC
P.O. Box 301171
Los Angeles, CA 90030-1171

If submitting via the online form, there is a link which allows a claimant to complete the Proof of Claim. The link is found on the “File Claim” tab under the header “Submit Your Proof of Claim Online.”

Note that the online link may be disabled at any time after the filing deadline, and you will only be able to submit via mail to the address above.

The Defendants have agreed to cause to be paid $37 million in cash into escrow for the benefit of the Class. At this time, it is not possible to make any determination as to how much individual Class Members may receive from the Settlement. Plaintiffs have proposed a plan for allocating the Net Settlement Fund to those Class Members who timely submit valid Proof of Claim Forms. The Plan of Allocation proposed by Plaintiffs is set forth in the Notice.

At this time, it is not possible to make any determination as to how much individual Class Members may receive from the Settlement. Plaintiffs have proposed a plan for allocating the Net Settlement Fund to those Class Members who timely submit valid Proof of Claim Forms. The Plan of Allocation proposed by Plaintiffs is set forth in the Notice.

The Plan of Allocation explains how the Net Settlement Fund will be allocated among holders of Cleco common stock and how claimants’ “Recognized Claim” will be calculated. By following the instructions in the Plan of Allocation, you can calculate your Recognized Claim. However, the payment you receive will reflect your Recognized Loss Amount in relation to the Recognized Loss Amount of all persons submitting valid Claim Forms. Because the total of all Recognized Loss Amounts is expected to exceed the amount of the Net Settlement Fund, your Recognized Claim is not the amount of the payment that you will receive, but will (together with all other Class Members’ Recognized Loss Amounts) be used to calculate your (and other Authorized Claimants’) pro rata share of the Net Settlement Fund.

In the Action, the Court has appointed Plaintiffs as the representatives of the Class and Robbins Geller Rudman & Dowd LLP and Kahn Swick & Foti, LLC as Class Counsel. If you want to be represented by your own lawyer, you may hire one at your own expense.

The Settlement Hearing will be held on February 2, 2024 at 10:00 a.m., before the Honorable Lowell C. Hazel, at the Ninth Judicial District Court for the Parish of Rapides, State of Louisiana, 701 Murray Street, Alexandria, LA 71301.

No. Class Counsel will answer questions the Court may have. But you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary. Class Members do not need to appear at the hearing or take any other action to indicate their approval.

Any Class Member may object to the Settlement, the Plan of Allocation, or Class Counsel’s request for an award of attorneys’ fees and litigation expenses or an award for Plaintiffs.

You can ask the Court to deny approval by filing an objection. You cannot ask the Court to order a different settlement; the Court can only approve or reject the Settlement. If the Court denies approval, no settlement payments will be sent out and the lawsuit will continue. If that is what you want to happen, you must object. Any objection to the proposed Settlement must be in writing and sent in manner as set forth in the Notice and received no later than January 12, 2024.

You may not object to the Settlement or any aspect of it if you previously excluded yourself from the Class pursuant to the Notice of Pendency of Class Action that was mailed to potential Class Members beginning in June 2021 (the “Class Notice”).

We do not hold stock records here. Gilardi & Company, LLC is a third-party administrator appointed by the Court to notify potential claimants. We are provided with names and addresses of potential claimants in order to notify individuals of settlements but do not have access for your investment records. We recommend you contact the institution where you held your shares and request proof or supporting documentation for your claim.

A claim should be submitted for each separate legal entity (e.g., a Claim Form of joint owners should not include separate transactions of just one of the joint owners, and an individual with transactions made solely in the individual’s name).

Conversely, a single Claim Form should be submitted on behalf of one legal entity including all transactions made by that entity on one Claim Form, no matter how many separate accounts that entity has (e.g., a corporation with multiple brokerage accounts should include all transactions made in all accounts on one Claim Form).

When filing on behalf of a deceased beneficial owner or their estate, you can submit a claim in the name of the individual, or, if an estate exists, you can submit on behalf of the estate. Note that any settlement proceeds will be made payable to the estate if that is how you submit that claim. The same rule applies for IRA's and other account types.

The claim submission should include a copy of the death certificate as well as proof of authority to file. As you are submitting a claim form as a representative on behalf of someone else (e.g. as an executor, administrator, trustee or other representative), you must document your authority to file on their (or their estate’s) behalf. Proof of authority can include a copy of the Last Will and Testament, Letters Testamentary, evidence of probate, proof of authority as executor or beneficiary and/or any other testamentary provisions of the deceased person. Do not send originals as any documents submitted with your claim will not be returned.

Depending on whether you submit on behalf of the individual on behalf of the estate, please provide the appropriate TIN or SSN. Then sign the Claim Form.

The claim must be submitted for the benefit of the actual beneficial owner/purchaser of the shares or their estate. Do not submit the claim in the name of the deceased person’s family or other heirs. We must issue the check to the actual beneficial owner/purchaser of the shares. We cannot issue any applicable check in the name of the deceased person’s family, beneficiaries or other heirs.

You are required to submit genuine and sufficient documentation for all of your holdings of Cleco common stock set forth in the Claim Form. Documentation may consist of copies of brokerage confirmation slips or monthly brokerage account statements, or an authorized statement from your broker containing the transactional and holding information found in a broker confirmation slip or account statement.

Stock certificates are not considered a sufficient form of documentation as they do not provide the necessary trade date and transaction price information. We are also unable to accept handwritten documents, self-prepared tax forms or spreadsheets, or statements that are illegible due to document quality.

The Claims Administrator does not have the authority to grant extensions beyond the deadline. You are welcome to submit a Proof of Claim at this time understanding that it will be considered late. If you desire, you may also include a brief letter explaining why your claim is late.

We will process all late claims received, and as much as possible, include that information with our recommendations to Counsel. We generally recommend that late claims which are otherwise valid and eligible be considered for distribution, but it will be up to the Court and/or Counsel to determine whether or not late claims will receive consideration in this matter.

Processing time on our cases can take an average of 9 to 12 months from the filing deadline. Once processing is complete, we must then wait for authorization from Counsel and/or the Court before we can distribute the funds which can take several additional months.

Please understand that this is an estimated timeframe for processing based on our experience which does not guarantee that all case processing will be completed within nine months. Processing time varies from case to case and some cases may take more or less based on the specifics of that case settlement.

If your claim has been received and we have any questions or need additional information or documentation to assist in the processing of your claim, we will contact you by using one or more of the contact methods (phone, e-mail, mail) which you listed on your Claim Form submission.

We will not have the final claim payout amount available until we have processed all of the claims, calculated the total loss of claims filed, and received approval from the Court and/or Counsel.

We appreciate your patience as accurate claims processing takes time.

If you do nothing, you will not receive any money from this Settlement. In addition, unless you excluded yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against Defendants and their Related Persons about the Released Claims in this case.