Frequently Asked Questions

Transcription

1 Frequently Asked Questions These FAQs pertain only to the Class B Common Stock of MasterCard Incorporated and are provided, for your convenience, as plain language explanations only. These summary explanations are qualified in their entirety by controlling documents including MasterCard Incorporated s amended and restated certificate of incorporation and bylaws, MasterCard International Incorporated s amended and restated certificate of incorporation and bylaws, and the MasterCard Rules. Such documents can be found on this website in the section entitled Corporate Governance. Only eligible members of MasterCard International Incorporated may own MasterCard Class B Stock. MasterCard Class B stock may not be purchased by the public. Rights of Class B Stock Q: What are the rights of Class B stockholders? A: Class B stock has equity rights in MasterCard but no voting rights. Class B stock may be traded only among eligible members of MasterCard International Incorporated. Class B stock will receive the same dividends declared for Class A stock. For a comprehensive description of the rights of each class of MasterCard stock, please consult the most recently filed amended and restated certificate of incorporation of MasterCard Incorporated. Dividends Q: What is the expected frequency of dividends payable on Class B stock? A: If funds are legally available, the Board of Directors of MasterCard Incorporated in its sole discretion may declare dividends each fiscal quarter. MasterCard s Board of Directors have declared a dividend each quarter to date beginning with the fourth quarter of Q: How are dividends delivered? A: BNY Mellon Shareowner Services, MasterCard s transfer agent, delivers dividends to MasterCard stockholders as U.S. dollar denominated checks, mailed to the dividend delivery address on file in the share register. If no dividend delivery address is available, the dividend check will be send to the stockholder contact listed in the share register. Q: Can dividends be delivered to stockholders as wire transfers? No, BNY Mellon does not offer dividend delivery by wire transfer. Stockholders that have a bank account in a United States bank that participates in the ACH network for electronic funds transfer may request direct deposit of dividends to such an account. Please contact MasterCard Shareholder Services to obtain the direct deposit (ACH) request form. Eligibility to own Class B Stock Q: Who may own Class B stock? A: Class B stock may only be held by Class A members and affiliate members of MasterCard International Incorporated. Q: Who are Class A members of MasterCard International Incorporated? A: The MasterCard International Incorporated charter defines a Class A member as a Travelers Cheque member, a MasterCard brand Principal member or a MasterCard brand Association member. Frequently Asked Questions revised December

2 Trading Class B Stock Q: Will MasterCard create an exchange for the trading of Class B stock and will market valuation information for Class B stock be available? A: No. Trading of Class B stock will be conducted privately among the parties. The Class B stock is not listed on an exchange and therefore no market value is available. Valuation of MasterCard Class B stock Q: What is the value of MasterCard Class B stock? A: MasterCard s Class B stock is not publicly traded, therefore, no market valuation data is available for the Class B stock. Stockholders must make their own independent determination of the value of their stockholdings. The periodic financial statements filed by MasterCard Incorporated with the Securities Exchange Commission (SEC) may be found on MasterCard s website at in the Investor Relations section and may provide useful information to stockholders for making their own determination regarding the value of their Class B stock. Stockholding Requirements Q: Are Class B stockholders or other members of MasterCard International Incorporated required to hold any minimum amount of Class B stock? A: No. There are no minimum stockholding requirements for Class B stockholders or members of MasterCard International Incorporated. Q: Is there a limit on the number of shares of Class B stock that a member may own? A: No. Q: What does grandparent group mean? A: Each MasterCard principal member has a grandparent group identifier. This grandparent identifier is used by MasterCard to identify principal members that are related to other principal members by ownership. One principal member can own the other or all the principal members in the grandparent group may be owned by a common parent organization. Q: How do I find out the grandparent group identifier for my institution? A: Your stockholder account in BNY Mellon Shareowner Services ISD website displays your grandparent group identifier, or you may request this information from MasterCard Shareholder Services or MasterCard s Licensing Department. Q: How do I correct my grandparent group assignment? A: The Account Information Change form is available on this website. Please complete the required information, and provide the supporting documentation, sign and return the form to MasterCard Shareholder Services. Q: May my institution transfer its shares of Class B stock transferred to a brokerage or custody account? A: No. Ownership of Class A Common Stock Q: May my institution own Class A stock? Frequently Asked Questions revised December

3 A: No. Members of MasterCard International Incorporated and their affiliates are prohibited from owning Class A stock, except for a limited period of time for participants in a MasterCard Class B Common Stock Voluntary Conversion and Sale or Transfer program ( Conversion Program ).The amended and restated certificate of incorporation, permits transitory ownership of Class A stock for up to 30 days as part of a transaction in which the stockholder s Class B stock is converted into Class A stock for the purpose of selling such stock to the public. During this transitory ownership period, the member shall not be permitted to vote any shares of Class A stock beneficially owned by them. Conversion Program see Conversion Program FAQs listed separately on the Class B common stock information web page MasterCard Incorporated information Q: Where can I find of the current amended and restated certificate of incorporation of MasterCard Incorporated? A: The current amended and restated certificate of incorporation of MasterCard Incorporated is available on MasterCard s website at in the Investor Relations section and the Corporate Governance subsection. Q: Where can I find a comprehensive explanation of the terms of the IPO? A: A comprehensive explanation of the terms of the IPO may be found in the proxy statement dated October 26, A link is provided below: Q: Where can I find current information about MasterCard Incorporated s authorized, issued and outstanding stock? A: This information is found in the Stockholder s Equity section of MasterCard s quarterly and annual financial statements which MasterCard files with the Securities Exchange Commission (the SEC ). The annual financial statement is called the Annual Report on Form 10K and the quarterly financial statement is called the Quarterly Report on Form 10Q. Q: Where can I obtain financial statements and Securities Exchange Commission (SEC) filings of MasterCard Incorporated? A: Links to MasterCard s SEC filings may be found on MasterCard s web site at Investor Relations section SEC filings. You may also access MasterCard s SEC filings at: Click on search for Company filings and enter mastercard in the companies and other filers field. The filings are listed in date order with the most recent filings first. Q: What is MasterCard Incorporated s ticker symbol? A: MA Class B stockholder Account Information and Online Access Q: Will stock certificates be issued for Class B stock? A: No, MasterCard Class B stock is book entry. No stock certificates will be issued to stockholders. Q: How can I obtain information on my institution s current stockholdings? A: You may access your stockholder account via the Internet (see the next question) or you may contact MasterCard Shareholder Services at shareholder_services@mastercard.com, or by telephone at for your current stockholdings. Or you may contact BNY Mellon Frequently Asked Questions revised December

4 Shareowner Services ( BNY Mellon ), MasterCard s transfer agent, at the following telephone numbers: Stockholders calling from within the United States: Stockholders calling from outside of the United States: Stockholders calling from within the United States TDD: Stockholders calling from outside of the United States TDD: TDD is a special telephone number available for the hearing impaired. You may also make your requests in writing to BNY Mellon Shareowner Services at the following address: MasterCard Incorporated c/o BNY Mellon Shareowner Services PO Box Pittsburgh, PA When corresponding with BNY Mellon, by mail, or telephone, please provide BNY Mellon with the following information so that they properly locate your stockholder account information: Issue of stock: MasterCard Class B common stock Account Key: a unique alpha-numeric identification number from your stockholder account Investor ID: a unique twelve digit identification number You may also be asked for other account information to verify your identity. If you do not know your Account Key and Investor ID, you may obtain this information from MasterCard Shareholder Services. Q: How do I access my institution s stockholder account online? A: BNY Mellon mailed access codes and instructions to the stockholder contact of record for your institution in July The stockholder contact may use the codes to create a Personal Identification Number (PIN) to insure secure access to stockholder account information via the Internet at Q: How do I obtain a copy of the access code and instructions to access my institution s account via the Internet? A: Your institution s stockholder contact may request a copy of the access code and instructions by contacting MasterCard Shareholder Services ( MCSS ). MCSS will verify the request and instruct BNY Mellon to send a copy to the stockholder contact. Q: As transfer agent for MasterCard, what services does BNY Mellon provide? A: BNY Mellon maintains MasterCard s Class A stock register and Class B stock register, delivers dividends declared by MasterCard, prepares and delivers tax statements to stockholders, maintains a secure website where stockholders may access the information in their stockholder account and update some of the information in the stockholder account, etc. BNY Mellon has also acted as service agent for MasterCard s Partial Redemption and Conversion Programs. Q: May I send Transfer of Stock forms directly to BNY Mellon for execution? A: No, all Transfer of Stock forms and Account Information Change Forms must be sent to MasterCard Shareholder Services for authorization and forwarding to BNY Mellon for execution. Stock Trading Frequently Asked Questions revised December

5 Q: Where can I obtain comprehensive information and instructions for trading my institution s Class B stock? A: Please consult the Guide to Class B Common Stock Ownership, Trading and Conversion available on this website - in the Investor Relations section. You may contact MasterCard Shareholder Services by to: shareholder_services@mastercard.com or by telephone at for assistance in completing stock forms or with other inquiries regarding your Class B stock. Stockholder Account Information Q: Is the information in my stockholder account updated automatically when my institution makes changes to its membership information through MasterCard s Franchise Licensing Department, or to the contact information via MasterCard OnLine? A: No, please read the Guide to Class B Common Stock Ownership and Trading available on this website. Your institution must submit written instructions to MasterCard Shareholder Services on approved forms found on this website in order to change stockholder account information. Tax Forms Q: What tax forms must my institution submit? A: Stockholders domiciled within the United States must submit a United States Internal Revenue Service (the IRS ) Form W-9 to BNY Mellon in order to certify their institution as a corporation and avoid backup withholding from dividend payments or other payments respective of their MasterCard stock. Stockholders domiciled outside the United States must submit IRS Form W-8BEN Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding to BNY Mellon in order to certify their institution as a corporation and to claim the applicable treaty rate to avoid the backup withholding tax rate on dividends of 30%. We recommend that stockholders deliver their W-8BEN or W-9 form to MCSS. MCSS will review the tax form for defects that would result in rejection of the form by BNY Mellon and contact you with advice for revising the form if necessary. MCSS will retain a record of your tax form and forward to BNY Mellon for processing. Please note. A W-8BEN tax form remains valid for 3 years only, you are required to submit a new W-8BEN form to maintain your tax certification prior to the expiration of the W-8BEN on file. Q: Where can I get help in completing the required W-9 or W-8BEN tax form? A: The Guide to Class B stock Ownership, Trading and Conversion (found on this website) has detailed instructions for completion of both the W-9 and W-8BEN tax forms. Please read the instructions or contact MasterCard Shareholder Services for help. An improperly completed tax form will be rejected and result in withholding at the applicable back up withholding rate. Q: My institution received an IRS Form what is this for? A: IRS Form 1099 is delivered to stockholders domiciled in the United States early in the year following a year taxes have been withheld. An institution may use this form as proof of taxes paid. Q: My institution received an IRS Form 1042-S Foreign Person s U.S. Source Income Subject to Withholding, what is this for? A: IRS Form 1042-S (annual report of taxes withheld from Foreign persons) is delivered to stockholders domiciled outside the United States in the first quarter of the year following a year taxes have been withheld. An institution may use this form as proof of taxes paid in the United States. No action regarding this form is required by the stockholder. Q: Where may I obtain IRS tax forms? Frequently Asked Questions revised December

6 A: Form W-9 and Form W-8BEN are available in the Forms section of your stockholder account on BNY Mellon s website, or from the IRS at Q: How should I submit a W-9 or W-8BEN form to BNY Mellon? A: Obtain the most recent version of the proper form from the United States Treasury Department, Internal Revenue service website at complete and sign the form (step by step instructions fro completion of the form are found in the Guide to MasterCard Class B common stock ownership and trading, found on this website. Please, write your Account Key and MasterCard Incorporated s Class B stock Identifier MCA on the top of the W-8BEN or W-9 form and mail the original form to MasterCard Shareholder Services at: MasterCard Shareholder Services MasterCard Worldwide 2000 Purchase Street Purchase, NY Un-cashed checks, Unclaimed Property and Escheat Q: What happens to dividend, redemption or conversion sale proceeds checks payable to my institution that have not been cashed? A: Checks that remain un-cashed for dividends or other disbursements respective of your institution s Class B common stock are subject to Unclaimed Property and Escheat in the United States. Un-cashed checks will be automatically declared unclaimed property upon expiration of a relevant dormancy period. The dormancy period (the number of years that a check may remain un-cashed before being declared unclaimed property and subject to escheat to the state treasury) varies from state to state in the United States. The state jurisdiction that applies to your institution s un-cashed checks is the state listed in your stockholder account address of record. Recent changes in escheat laws have shortened the dormancy period in many states. Uncashed checks of Non-U.S. stockholders are subject to the escheat to the State of Delaware (the state in which MasterCard Incorporated is incorporated) and will be forfeited to the state of Delaware if they remain un-cashed for more than 3 years. Please review your Payment History via Investor Service Direct (ISD) at BNY Mellon s website; if you discover checks that are uncashed, you may request that BNY Mellon cancel the check and issue a replacement check. If monies owed to your institution are escheated to the state, you will have to file a claim for reimbursement with the appropriate state, and, neither MasterCard nor BNY Mellon can assist you in filing such a claim. Frequently Asked Questions revised December

7 Changes to MasterCard Incorporated Stock associated with the IPO Q: What effect did the Initial Public Offering (IPO) have on my institution s stockholdings in MasterCard? A: MasterCard filed an amended and restated certificate of incorporation on May 31, 2006, the date of the consummation of MasterCard s IPO which required that: 1) MasterCard reclassify its former Class A redeemable stock into Class B stock (the reclassification); 2) MasterCard redeem a number of shares of Class B stock equal to the number of the Class A stock sold in the IPO and donated to the MasterCard Foundation (the partial redemption); and 3) each MasterCard Class A member be issued one share of Class M stock which provides limited voting rights in MasterCard Incorporated [this single share of Class M common stock was returned to MasterCard on June 1, 2010]. (As the redemption was completed on June 30, 2006, the provisions relating to the redemption of the Class B stock from Class B stockholders have been deleted from MasterCard s current amended and restated certificate of incorporation filed on June 8, 2007) Q: As a member bank/stockholder of MasterCard, do we still own the Class A redeemable stock issued in the reallocation of MasterCard stock on October 26, 2005? A: No. On May 31, 2006, all Class A redeemable stock held by stockholders was reclassified into Class B stock in the ratio of 1 Class A redeemable share to 1.35 shares Class B stock. On June 14, 2006, MasterCard mailed a check to stockholders for any fractional share of Class B stock resulting from the reclassification at a price of USD per share. The Partial Redemption of Class B stock on June 30, 2006 Q: How much of my institution s stock did MasterCard redeem? A: As a result of the sale of the Class A stock to the public in the IPO and the donation of the Class A stock to the MasterCard Foundation, the terms of the amended and restated certificate of incorporation filed on May 31, 2006 required that MasterCard redeem the equivalent number of Class B stock from its Class B stockholders. Therefore, MasterCard redeemed 59% of each stockholder s Class B stock on June 30, Q: Why did MasterCard redeem my institution s Class B stock? A: The terms of the amended and restated certificate of incorporation filed on May 31, 2006 required that MasterCard Class B stockholders hold 41% of the equity of MasterCard Incorporated and the public and The MasterCard Foundation hold 59% of the equity of MasterCard within 90 days of the IPO close date. MasterCard complied with this requirement by redeeming for cash the number of shares of Class B stock equal to the total number of shares of Class A stock sold to the public and donated to The MasterCard Foundation. Frequently Asked Questions revised December