Copa Holdings, S.A. in Follow-On Offering

July 5, 2006

Cleary Gottlieb represented the underwriters, led by Morgan Stanley and Merrill Lynch & Co., in the follow-on offering of Copa Holdings, S.A., the corporate parent of Copa Airlines. The selling shareholder, Continental Airlines, Inc., reduced its ownership of Copa Holdings, S.A. to 10% by selling a total of 7,546,875 Class A shares of common stock at a price of $21.75 per share, for a total offering price of approximately $143 million. The transaction priced on June 28 and closed on July 5. The Class A shares are listed on the New York Stock Exchange.

Cleary Gottlieb previously represented the underwriters, led by Goldman, Sachs & Co., in the initial public offering of Copa Holdings, S.A.

Copa Airlines is a leading Latin American provider of international airline passenger and cargo service. Operating from its strategically located position in the Republic of Panama, it currently offers approximately 92 daily scheduled flights among 30 destinations in 20 countries in North, Central and South America and the Caribbean. Copa Airlines provides passengers with access to flights to more than 120 other destinations through codeshare arrangements with Continental Airlines.