By the Final Judgment and Order of Dismissal with Prejudice signed by U.S. District Judge Robert S. Lasnik and entered on November 10, 2005, the Court approves the settlement set forth in the Stipulation. The Court further entered that day the Order approving the Plan of Allocation and the Order awarding attorneys’ fees and reimbursement of expenses.

According to the Notice of Pendency and Proposed Settlement of Class Action dated May 16, 2005, a settlement hearing will be held on September 22, 2005, at 9:00 a.m., before the Honorable Robert S. Lasnik, Chief United States District Judge, at the Western District of Washington (at Seattle), U.S. Courthouse, 700 Stewart Street, Seattle, Washington (the “Settlement Hearing”). The purpose of the Settlement Hearing will be to determine: (1) whether the settlement consisting of $27,500,000 in cash plus accrued interest should be approved as fair, reasonable and adequate to each of the parties; (2) whether the proposed plan to distribute the settlement proceeds (the “Plan of Allocation”) is fair, reasonable and adequate; (3) whether the application by Lead Plaintiffs’ counsel for an award of attorneys’ fees and expenses should be approved; and (4) whether the Litigation should be dismissed with prejudice. The Court may adjourn or continue the Settlement Hearing without further notice to the Class.

As summarized in the Stipulation of Settlement, on and after March 9, 2001, 14 actions were filed in the United States District Court for the Western District of Washington as securities class actions on behalf of persons who purchased the publicly traded securities of Amazon.com, Inc. By Order dated June 29, 2001, these actions were consolidated for all purposes as In re Amazon.com, Inc. Securities Litigation, Master File No. C-01-0358-L. On June 29, 2001, the Court also appointed Moussa Peykar, Edward Ingeneri, Lena Govberg (she later withdrew as lead plaintiff), Richard A. Yahr and Emil Panait as Lead Plaintiffs uand approved Lead Plaintiffs’ selection of Lead Counsel. On October 5, 2001, Lead Plaintiffs filed a comprehensive Consolidated Complaint for Violation of the Securities Exchange Act of 1934. Defendants moved to dismiss the consolidated complaint on January 18, 2002. On January 6, 2003, the Court granted Defendants’ motions in part and denied them in part. In response to the Court’s orders on Defendants’ motions to dismiss and based on Lead Plaintiffs’ continued investigation, on August 1, 2003 Lead Plaintiffs filed a First Amended Complaint for Violation of the Securities Exchange Act of 1934. On September 15, 2003, Defendants filed a motion to dismiss the Complaint which was fully briefed and being prepared for oral argument at the time an agreement-in-principle was reached to settle the Litigation following extensive settlement negotiations.

The original complaint alleges that defendants violated federal securities laws by disseminating to the investing public false and misleading financial statements in SEC filings and press releases concerning the company's revenues, investments in joint ventures, earnings, cash flow as well as its overall financial condition and future prospects. Also, defendants touted the company's investments in joint ventures called Amazon Commerce Network Partners (ACNs) and the purported high margin revenue stream created by such ventures Instead, plaintiff alleges, defendants failed to disclose until the end of the class period that: the A C N investments were losing millions of dollars; much of the purported revenue recorded appeared to investors as cash, but was actually in the form of speculative equity investments; and the revenues recognized under the A C N agreements concealed the magnitude of the losses and distorted the company's reported cash flow. It is further alleged that Jeffrey Bezos sold more than one million shares of his Amazon common stock holdings at artificially inflated prices, for proceeds of more than $30 million.