The purpose of the Notice is to inform you of the proposed settlement (the “Settlement”) of the lawsuit (the “Action”) known as Teamsters Local 237 Additional Security Benefit Fund and the Teamsters Local 237 Supplemental Fund for Housing Authority Employees and Alan Waterhouse v. Dan Caruso, C.A. No. 2020-0620-PAF pending in the Court of Chancery of the State of Delaware (the “Court”).

The Notice describes the rights you may have under the Settlement and what steps you may, but are not required to, take in relation to the Settlement. If the Court approves the Settlement, the Parties to the Action will ask the Court at the Settlement Hearing to enter a Judgment dismissing all claims asserted in the Action against the Released Defendant Parties with prejudice. If you are a member of the Class, you will be bound by any judgment entered in the Action. You may not opt out of the Class.

A brief background of this case is provided on pages 2-4 of the Notice. We do not have any more information regarding the background of this case beyond what is provided in the Notice and posted case documents.

In a class action, one or more people called the plaintiff sues on behalf of people who have similar claims. All of the people with similar claims are referred to as a Class or Class Members. One court resolves the issues for all Class Members, except for those for excluded parties.

As further detailed in the Notice, Plaintiffs’ Counsel have analyzed the evidence adduced during their investigation, and have researched the applicable law with respect to the claims of Plaintiffs and the Class against Defendant and the potential defenses thereto. Based on this investigation and discovery, Plaintiffs have decided to enter into the Settlement, after taking into account, among other things, (1) the substantial benefits to members of the Class from the Settlement; (2) the risks of continued litigation in the Action against Defendant, particularly given (a) the dismissal of Plaintiffs’ claim that Defendant breached his fiduciary duties inconnection with the process leading to the Transaction, (b) the fact that, to Plaintiffs’ Counsel’s knowledge, no officer has ever been held liable after trial in a Delaware court for damages solely on the basis that they failed to disclose information regarding a merger transaction with a third party, and (c) the potential difficulty of collecting a very large judgment from Defendant; and (3) the conclusion reached by Plaintiffs’ Counsel that the Settlement upon the terms and provisions set forth in the Stipulation is fair, reasonable, adequate, and in the best interests of the Class and will result in a material benefit to them.

The Court directed that everyone who fits this description is a Class Member: any and all Persons who held outstanding shares of Zayo Group Holdings, Inc. common stock, either of record or beneficially, at any time during the Class Period, including any and all of their heirs, successors in interest, successors, transferees, and assigns, but excluding the Excluded Persons.

Excluded from the Class are: Dan Caruso, Donald Gips, Linda Rottenberg, Steven Kaplan, Emily White, Scott Drake, Yancey Spruill, Matthew Steinfort, Digital Colony, and EQT, as well as the members of their immediate families, and any entity in which any of them has a controlling interest, and the legal representatives, heirs, successors, or assignees of any such excluded party. Excluded Persons also include any trusts, estates, entities, or accounts that held Company shares for the benefit of any of the foregoing.

Please Note: Receipt of the Notice does not necessarily mean that you are entitled to receive proceeds from the Settlement. Only holders of Zayo common stock at the time such shares were converted into the right to receive the transaction consideration in connection with the Transaction, other than the Excluded Persons, are entitled to receive proceeds from the Settlement (the “Settlement Payment Recipients”).

Excluded from the Class are: Dan Caruso, Donald Gips, Linda Rottenberg, Steven Kaplan, Emily White, Scott Drake, Yancey Spruill, Matthew Steinfort, Digital Colony, and EQT, as well as the members of their immediate families, and any entity in which any of them has a controlling interest, and the legal representatives, heirs, successors, or assignees of any such excluded party. Excluded Persons also include any trusts, estates, entities, or accounts that held Company shares for the benefit of any of the foregoing.

The Court appointed the law firms of Robbins Geller Rudman & Dowd LLP, Friedlander & Gorris, P.A., Johnson Fistel LLP, and Bernstein Litowitz Berger & Grossmann LLP to represent the Class Members, including you.

The Court has scheduled a Settlement Hearing, which will be held on January 10, 2024, at 3:15 p.m. EST at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801.

No. Plaintiffs' Counsel will answer any 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 your written objection is received on time, the Court will consider it. Class Members do not need to appear at the Settlement Hearing or take any other action to indicate their approval.

Any Class Member who objects to the Settlement and/or the Judgment to be entered by the Court, to the Plan of Allocation, and/or Plaintiffs’ Counsel’s application for attorneys’ fees, costs, and expenses, including any application by Plaintiffs for incentive awards, or otherwise wishes to be heard, may appear personally or by counsel at the Settlement Hearing and present any evidence or argument that may be proper and relevant; provided such person files with the Register in Chancery, the Court of Chancery of the State of Delaware as well as Counsel in the manner set forth on page 10 of the Notice.

There is no need to file a claim in this Settlement. Following the Effective Date, the Administrator shall distribute the Net Settlement Fund to the Settlement Payment Recipients (as defined in the Notice) on a per-share basis. Settlement Payment Recipients do not have to submit a claim form or take any other action in order to receive payment.

If you are a member of the Class, you will be bound by any judgment entered in the Action. You may not opt out of the Class.