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A TRUE COPY STATE OF NORTH CAROLINA C} ERAL COURT OF JUSTICE WAQURT DIVISION CTION NO: 08-CVS- 3,1 4 COUNTY OF MECKLENBURG MARY LOUISE GUTTMANN and LESLIE M. (“BUD”) BAKER, JR., (TEMPORARY RESTRAINING ORDER Plaintiffs, AND v NOTICE OF HEARING ON CITIGROUP INC. ‘LIMINARY INJUNCTION MOTION Defendant. This cause came on for hearing on October 5, 2008 before the undersigned Superior Court Judge on Plaintiffs’ Motion for Temporary Restraining Order, pursuant to Rule 65(b) of the North Carolina Rules of Civil Procedure, Based on the matters of record, the Court makes ‘he following Findings of Fact and enters this Order restraining the Defendant as set forth below. DINGS OF FACT 1. Plaintiff Guttman is a citizen and resident of New York, New York. Plaintiffis a Wachovia Corporation (“Wachovia”) shareholder who owns 949 shares of Wachovia stock. Plaintiff Baker is a citizen and resident of New York, New York who owns a substantial number of shares of Wachovia stock. 2. Defendant Citigroup, Inc. (“Citigroup”) is a Delaware corporation with its Principal place of business in New York. 3. During the early morning hours of Monday, September 29, 2008, Wachovia entered into an “agreement-in-principle” that contemplated the acquisition by Citigroup of its tanking operations for approximately $2.1 billion, or $1 per Wachovia share (the “Proposed Citi Transaction”). Acting pursuant to its authority under Section 13 of the Federal Deposit Insurance Act (“FDIA”), 12 U.S.C. § 1832, the FDIC invoked the “systemic risk” provision of the FDIA, and committed to use taxpayer money to limit Citigroup's losses on Wachovia's $312 billion loan portfolio to $42 billion if the transaction was consummated. Citigroup, Wachovia, and the FDIC signed a non-binding term sheet reflecting the agreement in principal (the “Non- Binding Term Sheet”). 4, Also on September 29, 2008, Citigroup entered into a Letter Agreement with Wachovia, a copy of which is attached hereto as Exhibit A. The second paragraph of the Letter Agreement purports, among other things, to prevent Wachovia from considering or entering 0 another agreement that would result in the acquisition of more than 15% of the equity or assets of Wachovia, even if such proposal is superior to the Proposed Citi Transaction, prior to October 6, 2008 (the “Letter Agreement”) 5. The Letter Agreement also confirms that the Non-Binding Term Sheet is, in fact, “non-binding” and that Citigroup’s offer constitutes only a “proposed transaction.” 6. In addition, on September 29, 2008, Citigroup and Wachovia entered into a binding confidentiality agreement prohibiting each party, without the written consent of the other party, from disclosing to any other person the terms, conditions or other facts with respect to the possible transaction between the two parties (the “Confidentiality Agreement”) 7. Wachovia and Citigroup continued to negotiate the terms of the Proposed Citi Transaction, but as of October 2, 2008, the parties had been unable to reach agreement on a number of material aspects of the proposed transaction, and Citigroup had insisted on terms and provisions inconsistent with the Non-Binding Term Sheet. 8. As negotiations with Citigroup continued during the evening of October 2, 2008, Wells Fargo & Co. (“Wells Fargo”) made an unsolicited proposal to enter into a stock-for-stock merger with Wachovia (the “Wells Fargo Proposal”). Wachovia had had no contact with Wells Fargo subsequent to the execution of the Letter Agreement with Citigroup. The unsolicited Wells Fargo Proposal was superior to the Proposed Citi Transaction, contemplating an acquisition of all of Wachovia, without any taxpayer assistance from the FDIC, for consideration totaling $15 billion, or approximately $7 per Wachovia share. 9. During the night of October 2-3, the Wachovia board, consistent with its fiduciary duties under North Carolina law to the Wachovia shareholders, considered and approved the Wells Fargo Proposal. In the early moming of October 3, Wachovia and Wells Fargo entered into a definitive merger agreement, which was announced prior to the opening of the markets that day. 10. In response to the announcement of the Wachovia/Wells Fargo merger, Citigroup has taken steps apparently di gned to cause the Wachovia/Wells Fargo merger to fail, to cause the seizure of Wachovia by the FDIC, and to cause the collapse of the market value of Wachovia. These steps include publicly announcing that Wells Fargo has interfered with its Letter Agreement with Wachovia, providing the Letter Agreement to the press in violation of the Confidentiality Agreement, filing suit against Wells Fargo and Wachovia seeking to enjoin ‘consummation of the Wells Fargo Proposal, and obtaining an order from a New York state court purportedly indefinitely extending the exclusivity period contained in the Letter Agreement. Citigroup has further apparently announced to the press that the New York state court had in fact enjoined the consummation of the Wachovia/Wells Fargo merger when in fact no such injunctive relief was granted