Guide to Class B Stock Ownership,Trading and Conversion Prepared by: MasterCard Shareholder Services, Law Department Last Update: May 2015 Version: V10.1
Introduction... 1 MasterCard Incorporated Stock... 1 Eligibility to Own Class B Stock... 1 Benefits of Class B Stock Ownership... 1 Obligations of Class B Stock Ownership... 2 Actions that May Affect Eligibility to Own Class B Stock... 2 Conversion of Class B Common Stock... 2 MasterCard Incorporated Class M Common Stock... 2 The MasterCard Stock Register... 2 Communicating with MasterCard s Transfer Agent... 2 MasterCard Shareholder Services... 3 Managing Your Institution s Class B Common Stockholder Account at Computershare s Issuer Online... 3 Issuer Online User Guides... 4 Authorized Signatory/Stockholder Contact Criteria/Duties... 4 Authorized Signatory/Stockholder Contact Information... 4 Stockholder Account Address... 4 Dividend Payments... 5 Direct Deposit, Wire Transfer, SWIFT and payment in other Currencies... 5 Dividend Payment Address... 5 Class B Common Stock Holdings... 5 Payment and Transaction History/Outstanding Check Replacement... 5 Un-cashed Checks, Unclaimed Property and Escheat... 6 For Stockholders domiciled in the United States... 6 For Stockholders domiciled outside the United States... 6 Tax Certify Your Institution s Stockholder Account... 6 For U.S. Stockholders... 6 For Non-U.S. Stockholders... 7 Downloadable Forms... 7 Problems with Online Access to Your Stockholder account Computershare Customer Service... 7 Computershare Customer Service Telephone Numbers... 7 By mail... 7 Information Required for Customer Service Inquiries... 7 Stock Conversion Open Conversion Program... 8 Duration... 8 Administration of Open Conversion Program... 8 Obtaining/Completing/Delivery of Conversion Forms... 8 Blackout Periods... 9 Program Options... 9 Conversion and Sale Option... 9 Conversion and Transfer Option... 10 Disposition of Converted Stock... 10 U.S. Federal Income Tax Consequences for the Open Conversion Program... 11 ii
Loss of Eligibility to Own MasterCard Class B Stock Termination of Membership... 12 Actions That Require Class B Stockholder Account Changes... 12 Membership Downgrade to Affiliate... 12 Legal Name Changes... 12 Mergers... 12 Principal Member Level... 13 Grandparent Level... 13 Portfolio Sale Change of Primary ICA... 13 Business Actions and Stock Ownership... 13 Class B Stock Transfer and Account Information Change Forms... 14 Form of Class B Stock Transfer Instructions... 14 Where to Find Forms... 14 MasterCard s Class B Common Stock Information Web Page... 14 Computershare s Issuer Online... 14 MasterCard Shareholder Services Contact Information... 14 Effect of Certain Changes to Stockholder Account Information on Issuer Online Access... 14 Class B Stock Trading... 15 Stock Negotiations, Execution of Transfer of Class B Stock and Delivery of Payment for Stock... 15 Appendix A- Payment Options for U.S. stockholders... 16 Appendix B- Payment Options for non-u.s. stockholders... 18 iii
Introduction This guide (the Guide ) is intended to provide information about the Class B common stock of MasterCard Incorporated, including its rights, restrictions on ownership, maintenance of stockholder account information and procedures for conversion of Class B common stock into Class A common stock for disposition to the public and Class B stock trading and transfer. The description of the classes of MasterCard stock contained in this Guide is a summary and is qualified in its entirety by reference to the Amended and Restated Certificate of Incorporation (the Charter ) and Amended and Restated Bylaws of MasterCard Incorporated (the Bylaws ). The Guide will be updated from time to time; accordingly, you are encouraged to consult the Class B Common Stock Information page of MasterCard s website at www.mastercard.com to obtain the latest version of the Guide. MasterCard Incorporated Stock MasterCard Incorporated, the parent company of MasterCard International Incorporated, has two classes of stock outstanding: Class A common stock (the Class A stock ) and Class B common stock (the Class B stock ). Class A stock is listed on the New York Stock Exchange and may be owned by the public and The MasterCard Foundation UonlyU. MasterCard International Incorporated members and their affiliates may Unot Uown MasterCard Class A stock, except for a 30-day Transitory Ownership Period while disposing of the shares of Class A common stock resulting from a conversion of shares of Class B common stock in a MasterCard approved conversion program. Class B stock is not publicly traded stock and may be owned by eligible members of MasterCard International Incorporated UonlyU. Eligibility to Own Class B Stock Class A members and affiliate members of MasterCard International Incorporated may own MasterCard Incorporated s Class B stock. MasterCard International Incorporated is a Delaware non-stock membership corporation. The type of membership conferred on a member depends on the level of membership and the brand license obtained by the member. The MasterCard International Incorporated certificate of incorporation defines a Class A member as either (1) a Travelers Cheque member, (2) a MasterCard brand principal member or (3) a MasterCard brand association member. Benefits of Class B Stock Ownership Holders of Class B stock will receive the same dividends as declared for Class A stock. Shares of Class B stock confer equity rights but not voting rights in MasterCard Incorporated. Shares of Class B common stock may be traded privately among eligible members of MasterCard International Incorporated (see Class B Stock Trading below). As of June 1, 2010, Class B stockholders may convert shares of their Class B common stock into an equal number of Class A common stock for prompt disposition to the public, (see the Stock Conversion below). 1
Obligations of Class B Stock Ownership Class B stockholders are not required to own a minimum number of shares of Class B stock. Class B stockholders must maintain their MasterCard International Incorporated Class A membership or affiliate membership in good standing in order to continue to be eligible to own Class B stock. Actions that May Affect Eligibility to Own Class B Stock A stockholder s eligibility is determined by its membership. A stockholder must be aware that changes to its MasterCard membership or licenses may affect its eligibility to own Class B stock. For a comprehensive explanation of the impact of licensing changes on eligibility, please see the section on Actions That Require Class B Stockholder Account Changes and the Stock Conversion below. Class B stockholders that become ineligible to own MasterCard Class B common stock must dispose of their shares of Class B common stock promptly by sale to an eligible member or in the Open Conversion Program. Conversion of MasterCard Class B Common Stock Pursuant to Article IV Section 4.3 (D)(1)(A) of the MasterCard Incorporated Amended and Restated Certificate of Incorporation dated June 10, 2009 MasterCard Class B stockholders have the right to convert their shares of MasterCard Class B stock into an equal number of shares of MasterCard Class A stock for prompt disposal to the public. Please see the Conversion of Stock section below for more information. MasterCard Incorporated Class M Common Stock On June 1, 2010, the percentage of shares of Class B stock first dropped below 15% of the aggregate outstanding shares of the Class A stock and Class B stock. Accordingly, pursuant to Article IV Section 4.3(G)(2)(b) of the MasterCard Incorporated Amended and Restated Certificate of Incorporation dated June 10, 2009, all outstanding shares of MasterCard Incorporated Class M common stock were automatically transferred to MasterCard Incorporated and are no longer available for issue or reissue. The MasterCard Stock Register Computershare Shareowner Services Computershare is MasterCard s transfer agent and the custodian of the Class A stock register and the Class B stock register of MasterCard Incorporated. MasterCard stock is book entry only; no stock certificates will be delivered to stockholders. The stock register maintained by Computershare records each stockholder s holdings and stockholder account information. The stock register is the authoritative source of the list of stockholders of MasterCard. Communicating with MasterCard s Transfer Agent Computershare provides customer service via mail and telephone. To ensure privacy of your stock holding information, Computershare will ask you to provide accurate stockholder account information for the purpose of validating your identity prior to responding to your inquiry. If you do not know your stockholder account information [Holder Number, stockholder account address, and name of stockholder contact/authorized signatory] you may obtain this information from MasterCard Shareholder Services ( MCSS ) prior to contacting Computershare. Please see Computershare Customer Service. 2
MasterCard Shareholder Services MCSS is the point of contact for Class B stockholders for inquiries about stockholdings, assistance in completing stock transfers, approval of stock transfers, and stockholder account information changes. All forms pertaining to Class B stock other than conversion instruction forms must be sent to MCSS for approval and forwarding to Computershare for execution. You may contact MCSS by email to: Hshareholder_services@mastercard.comH, by telephone at 914 249 4099 or by mail to: MasterCard Shareholder Services MasterCard 2000 Purchase Street Purchase, NY 10577-2509 Managing Your Institution s Class B Common Stockholder Account at Computershare s Issuer Online via the Internet In order to provide our stockholders with the highest quality of shareholder services to ensure that you receive important communications regarding your Class B holdings, it is essential that your institution s account information is up-to-date at all times. We suggest that our stockholders take advantage of the self-service features of Computershare s Issuer Online which will allow stockholders to update certain account information quickly and easily via the Internet. Computershare s Issuer Online is a secure internet portal to your institution s stockholder account maintained by MasterCard s transfer agent. Some of the self-service features include the ability via the internet to update stockholder contact name, address for stockholder communications, email address for correspondence and telephone number. Also, stockholders will be able to view their current balance, view transaction history, view payment history and status of payments, and print Class B stock forms (Account Information Change form, Transfer of Class B Stock form, tax forms, Conversion Instruction Forms, etc.) Computershare replaced Computershare s Equity Access website with its new platform Issuer Online on February 18, 2013. If you registered for access to Equity Access you will need to re-register for access to Issuer Online. Prior to the deployment of Issuer Online, you should have received an email from shareholder_services@mastercard.com containing the website s URL, your new USERNAME and initial password. If you have not received the URL, USERNAME and password, please email shareholder_services@mastercard.com and request them. At your first log-on after February 18, 2013, you will be asked to create three (3) security questions and answers and change your password to one of your own choosing. Please do not share your password. Please save your USERNAME, password, questions and answers to security questions in a safe place for future access to your institution s stock account. If you forget your USERNAME or your Password, you may follow the instructions on Issuer Online to have a temporary password emailed to you. Please be advised that the temporary password will be emailed to the email address shown in the account at the time of the creation of the USERNAME and password. 3
Issuer Online User Guides Computershare created Issuer Online User Guides customized for MasterCard Class B common stockholders. You will find links to the Principal and Grandparent Guides in the Downloadable Forms menu of Issuer Online. Authorized Signatory/Stockholder Contact - Criteria/Duties Each Class B stockholder must designate an Authorized Signatory/Stockholder Contact ( Stockholder Contact ) for its stockholder account. The Stockholder Contact person s name must appear in the first line of the account address in Computershare s records. The Stockholder Contact must be a person that is authorized by the stockholder to act in all matters pertaining to its MasterCard stock, including stock trades and conversion of stock. The Stockholder Contact will receive URL, USERNAME and password to activate access to the stockholder account via Computershare s Issuer Online. All forms must be signed and attested to by the Stockholder Contact before sending them to MCSS (or in the case of conversion forms to Computershare) or the forms will be deemed defective. If the Stockholder Contact is not available to sign an Account Information Change form or Transfer of Stock form, it may be signed by another officer of the stockholder, if accompanied by a certificate, stating the authority of the signatory to bind the stockholder, signed and sealed by the Corporate Secretary of the stockholder. However, conversion instruction forms must be signed by the Stockholder Contact. Grandparent accounts are also required to have a designated Authorized Signatory/Grandparent Contact on file in Computershare s records. The Authorized Signatory/Grandparent Contact will receive URL, USERNAME and password to activate access to the grandparent account on Computershare s Issuer Online web site and may view each stockholder account in the Grandparent group. Authorized Signatory/Stockholder Contact Information Class B stockholders are responsible for keeping their contact information current. Stockholder Contact information may be updated by logging in to Computershare s Issuer Online website or by delivering a validly executed Account Information Change form by email to shareholder_services@mastercard.com. You may request a copy of an Account Information Change form by calling MCSS at +1 (914) 249 4099. Please note: You UcannotU update your Stockholder Contact online through MasterCard OnLine ( MOL ) MasterCard Connect or by contacting List Management Services at MasterCard. Stockholder Account Address The address recorded in the stockholder account on Computershare s Issuer Online is the address to which all Class B stock related materials will be sent. You can update the address information by logging on to Computershare s Issuer Online or by sending a validly executed Account Information Change form attached to an email to shareholder_services@mastercard.com. Or you may contact Shareholder Services at + (914) 249 4099 to have forms and instructions emailed to you. The first line of your account address MUST include your stockholder contact person s name. MCSS monitors changes to stock account information and will restore the most recent stockholder contact person s name if you delete it. If your address does not fit into the available fields on Computershare s Issuer Online,please contact MCSS for assistance. 4
Dividend Payments MasterCard s Board of Directors has the authority to declare dividends from time to time. To date, the Board has declared a dividend each quarter since the 4 th quarter of 2006. Standard Method of Delivery of Dividends Dividends are delivered as U.S. dollar denominated checks mailed by Computershare by U. S. first class mail to each stockholder. A Class B stockholder should review its account on Computershare s Issuer Online to confirm the accuracy of its stockholder address to ensure timely receipt of dividend checks. Dividend Payment Address In order to update the Dividend Payment Address, a stockholder must deliver an Account Information Change form to MCSS (with section 1, 2A and 5 completed to designate a dividend payment address different from its stockholder account address). This change may not be made via Computershare s Issuer Online. Issuer Online Direct Deposit, Wire Transfer, SWIFT and payments in currencies other than USD Computershare now offers a variety of payment delivery options, please see Appendix A for options available to U.S. Stockholders and Appendix B for options available to non-u.s. stockholders. Class B Common Stock Holdings Class B stockholders that have established access to their stockholder account at Computershare s Issuer Online at www.computershare.com/mastercard/ may view and print out their current stock balance. Payment and Transaction History Class B stockholders that have established access to their stockholder account at Computershare s Issuer Online may view and/or print their payment or transaction history. Outstanding Check Replacement Review your account Payment History periodically, if you discover un-presented checks listed, you may contact MasterCard Shareholder Services for assistance or contact Computershare to request cancellation of the outstanding check and delivery of a replacement check. Stockholders may contact Computershare by phone (From within the U.S.A, Canada and Puerto Rico at 1-866-337-6318; from outside the U.S.A, Canada and Puerto Rico at +1-201-680-6579) or may contact MCSS at shareholder_services@mastercard.com or +1-914-249-4099 for assistance. 5
Un-cashed Checks, Unclaimed Property and Escheat For stockholders domiciled in the United States ( U.S. stockholders ) Please be aware that, by law, checks that remain un-cashed will be automatically declared unclaimed property upon expiration of a relevant dormancy period. The dormancy period varies from state to state in the U.S. The state jurisdiction that applies to your stockholder account is the state listed in the address of your stockholder account. Recent changes in escheat laws have shortened the period of dormancy in many states. To request check replacement see Outstanding Check Replacement above. If un-presented checks are escheated to the state, you will have to file a claim for reimbursement with the appropriate state, and, neither MasterCard nor Computershare can assist you in filing such a claim. For stockholders domiciled outside the United States ( non-u.s. stockholders ) Please be aware that, by law, checks that remain un-cashed will be automatically declared unclaimed property upon expiration of a relevant dormancy period. Non-U.S. stockholders are subject to the unclaimed property law of the State of Delaware, the state in which MasterCard Incorporated is incorporated. The dormancy period for the State of Delaware is three (3) years. In other words, under Delaware state law, checks that have remained un-cashed for three (3) years are declared unclaimed property and are escheated (delivered) to the State of Delaware Treasury. To request check replacement see Outstanding Check Replacement above. If you fail to do so prior to the expiration of the dormancy period, checks payable to your institution that remain un-presented for more than 3 years will be escheated to the State of Delaware. To reclaim escheated monies, you will have to file a claim for reimbursement with the State of Delaware and, neither MasterCard nor Computershare can assist you in filing such a claim. Tax Certification of Your Institution s Stockholder Account. U.S. stockholders must submit a United States Internal Revenue Service Form W-9. Dividends and other payments will be subject to withholding at the applicable default rate (currently 28%) if your stockholder account is not tax certified. Non-U.S. Stockholders must submit a United States Internal Revenue Service Form W-8BEN-E (or other W-8 form). The new FATCA compliant W-8BEN-E form requires additional information and may require your institution to take additional actions to obtain the information required. In addition to the other required information, if your country has a tax treaty with the U.S.A, you must complete Part III to claim the benefit of the tax treaty rate for dividends for y our county. Dividends and other payments will be subject to withholding at the applicable default rate (currently 30%) if your stockholder account is not tax certified. W-8BEN-E forms are valid for 3 years only and submission of a new W-8BEN-E is required to maintain tax certification prior to expiration of the form currently on file. Tax certification (by submission of a W-8BEN-E tax form) does not exempt non-u.s. stockholders from taxes on dividends, however, it does permit a stockholder the benefit of claiming a special treaty tax rate, if a tax treaty exists between the United States and the country of domicile of the stockholder. 6
If, at any time, the information stated on the tax form on file at Computershare changes in a material way (such as a change in the stockholder account name, or change in country of incorporation or domicile, etc.) a new W- 9 or W-8BEN-E tax form must be submitted to Computershare. We recommend that you email a scan of the completed W-9 or W-8BEN-E forms to MCSS. We will review the form for accuracy, code it with your institution s Holder Number, forward it to Computershare and ensure your stockholder account is tax certified. Downloadable Forms From the Downloadable Forms menu on Issuer Online, stockholders may print important forms/materials. These forms include Account Information Change forms, Transfer of Class B stock forms, tax forms, and Conversion and Sale forms and Conversion and Transfer forms. Please note. Not all of the services available on the Computershare s Issuer Online are available to MasterCard Class B Stockholders. Problems with Online Access to Your Stockholder Account Computershare Customer Service If you are experiencing technical problems online or are having trouble accessing your Computershare Issuer Online stockholder account or would like to request a statement of your institution s stockholder account, or have questions about a dividend check, you may contact Computershare Customer Service by telephone: Computershare Customer Service Telephone Numbers Available Monday thru Friday from 9:00 a.m. to 7:00 p.m. EST, except for bank holidays. Class B stockholders calling from within the United States, Canada or Puerto Rico: Class B stockholders calling from outside of the United States, Canada or Puerto Rico: 1-866-337-6318 +1-201-680-6579... By mail: MasterCard Incorporated c/o Computershare PO Box 43006 Providence, RI 02940-3006 Information Required for Customer Service Inquiries Computershare provides customer service via mail, telephone and email. To ensure privacy of your stock holding information, Computershare will ask you to provide accurate stockholder account information for the purpose of validating your identity prior to responding to your inquiry. Issue of Stock... MasterCard Incorporated Class B common stock Holder Number... [as it appears in your stockholder account] Name of your Authorized Signatory /Stockholder Contact... [as it appears in your stockholder account] Address [as it appears on your stockholder account] If you have misplaced the information above, you may obtain it from MCSS. 7
Stock Conversion Open Conversion Program for Conversion of shares of Class B stock into shares of Class A stock for disposition to the public. A Class B stockholder may at any time convert any or all of its shares of Class B stock into shares of Class A stock for sale to the public or transfer to an eligible holder. MasterCard s Board of Directors has established such procedures it determines to be necessary for the orderly conversion of Class B shares. Participation is voluntary. Converted shares are MasterCard Class A common stock, members of MasterCard International Incorporated and their affiliates are prohibited from owning shares of MasterCard Class A common stock except for a brief period while participating in a MasterCard Open Conversion Program. Duration The Open Conversion Program began on July 6, 2010 and operates continuously. Administration of the program Computershare Shareowner Services ( Computershare ) administers the Open Conversion Program on behalf of MasterCard. If you choose to participate, your conversion election will be processed by Computershare and if you choose the sale option, Computershare will handle the sale of the converted stock. Neither MasterCard, nor Computershare nor any Computershare affiliate makes any representation, warranty or guaranty as to the sale date or the price at which shares will be sold during the Open Conversion program. The weighted average sale price per share for each daily sale batch will depend on market conditions prevailing at the time of sale. Obtaining Conversion Forms Conversion and Sale forms and Conversion and Transfer forms are available on Computershare s Issuer Online at www.computershare.com/mastercard/ in the Downloadable Forms section. Completing Conversion Forms 1. Follow the instructions on the selected conversion instruction form. 2. Certify your agreement with the terms of the conversion option chosen, 3. Complete all required information. All information must match the information in the stock account. 4. If any account information ( for example: stockholder contact person, address, telephone, email address) is out of date. The account information MUST be updated via Issuer Online prior to completion of conversion forms. 5. Have the form signed by the Stockholder Contact listed in the Class B stock registered account. Delivery of Conversion Forms Faxed or emailed conversion forms are not accepted. Original, validly executed conversion forms must be delivered to Computershare via courier mail to: Computershare c/o Voluntary Corporate Actions Attn: Patricia Fontaine 250 Royall Street, Suite Canton, MA 02021 Telephone: +1 (781) 575-4306 Computershare will confirm receipt of conversion forms by email to the stockholder contact. 8
Blackout Periods To prevent ownership of Class A stock on the record dates of dividends or annual or special meetings of MasterCard Incorporated., short blackout periods are established. For Conversion and Sale instructions, the blackout period starts 5 business days prior to the record date. For Conversion and Transfer instructions, the blackout period starts 30 calendar days prior to the record date of an annual or special meeting. The dates of blackout periods will be posted on Computershare s Issuer Online and the Class B Common Stock Information web page in the Investor Relations section of MasterCard s corporate website at http://www.mastercard.com as soon as practicable. MasterCard, in its sole discretion, may at any time establish a new blackout period or extend the duration of an existing blackout period without prior notice to stockholders. Conversion and Sale or Transfer instructions received during a blackout period will be reviewed upon receipt, but will not be executed until the blackout period ends. Open Conversion Program Options You have two options for the disposition of the shares of converted stock. You may choose to: (i) have Computershare automatically sell the converted stock (the Conversion and Sale option ) or (ii) have the converted stock transferred either to an eligible brokerage account for subsequent sale to the public or to an eligible holder (the Conversion and Transfer option ). Conversion and Sale Option Process Stockholders may submit any number of Conversion and Sale forms (subject to sufficient number of shares the stockholder account. Mail Conversion and Sale instruction via courier mail to Computershare at the address provided on the form. Conversion and Sale forms are reviewed promptly by Computershare. Computershare notifies stockholder by email of (i) receipt and approval of the conversion instruction; or (ii) rejection of a defective or invalid conversion form. Approved forms are processed promptly (subject to blackout periods described above). MCSS will contact submitters of a defective or invalid conversion form, to offer assistance Converted stock is aggregated into a daily batch by Computershare Securities which, in its sole discretion, may sell each daily batch in multiple sales transactions on the New York Stock Exchange in one day or over a number of days in order to mitigate any adverse effects on the market price of the MasterCard Class A stock. Stockholder receives a share price equal to the weighted average sale price per share for the daily batch. The weighted average sale price per share for each daily batch will depend upon the market conditions prevailing at the time of sale. Calculation of net sale proceeds: (number of shares times weighted average sale price per share for the daily batch, less applicable taxes, and less a $0.03 per share fee) Net sale proceeds are delivered as a U.S. dollar denominated check mailed via courier or express mail to the stockholder account address. Wire transfer or SWIFT delivery of stock sale proceeds may be requested.. See Appendix A for U.S. stockholders or Appendix B - for non-u.s. stockholders for the appropriate letter template. Email a scan of the request letter to MCSS. 9
Conversion and Transfer Option Process If you choose the Conversion and Transfer option, you and your affiliates (including any charitable organizations with which you are affiliated) will be permitted to own the shares of converted stock only for an up to thirty (30) day period (the Transitory Ownership Period ) while you are taking the necessary actions to dispose of the stock by sale to the public or transfer to a person that is not a member, former member or affiliate of a member or former member of MasterCard International Incorporation( an Eligible Recipient ). You will be required to make appropriate representations to this effect on the Conversion and Transfer form. Stockholders may submit any number of Conversion and Transfer forms (subject to sufficient number of shares the stockholder account. Mail Conversion and Transfer instruction via courier mail to Computershare at the address provided on the form. Forms are reviewed promptly by Computershare. Computershare notifies stockholder by email of (i) receipt and approval of the conversion instruction; or (ii) rejection of a defective or invalid conversion form. Approved forms are processed promptly (subject to 30-day blackout periods described above). MCSS will contact submitters of a defective or invalid conversion form, to offer assistance The shares of Class B stock will be converted and issued to a Class A stock registered account in the name of the stockholder. Stockholders may view the Class A stock registered account via Issuer Online to obtain the account information necessary to complete the disposition of the converted stock. Disposition of Converted stock Additional stockholder actions required o o Disposal of converted stock by an eligible stockbroker: Only a U.S. stock broker that participates in the DRS Profile System for electronic movement of shares (an eligible stockbroker ) may be used to transfer and sell. Stockholder must instruct the eligible stockbroker to use the DRS Profile System to transfer their shares of Class A stock registered account within 21 calendar days of conversion (the Transfer Deadline ). Stockholders must further instruct the eligible stockbroker to sell their stock to the public or transfer it to an Eligible Recipient within 30 calendar days of conversion. Disposal of converted stock by direct transfer to an Eligible Recipient willing to hold its Class A stock in a registered account: Stockholders must submit a validly executed Stock Power (with Medallion Guarantee, for transfers of more than 250 shares) to Computershare by the Transfer Deadline. To ensure compliance with the Transitory Ownership Period, MasterCard will instruct Computershare to sell any shares of converted stock that remain in the stockholder s Class A stock registered account after the Transfer Deadline ( delinquent shares ). Delinquent shares will be sold through Computershare s DRS share sale program and will be aggregated by Computershare with all other shares of Class A stock being sold through such DRS share sale program on that day by other shareholders (a Bulk Sale Batch ). Computershare Securities, in its sole discretion, may sell such Bulk Sale Batch in multiple sales transactions in one day or over a period of several days in order to mitigate any adverse effects on the market price of the Class A stock. All shares in a Bulk Sale Batch will receive the same weighted average sale price per share. Computershare will mail a check for the proceeds of the sale of the delinquent shares, less a fee of $15 plus $0.12 per share and any applicable taxes, by courier or express mail to the stockholder. 10
Other Stock Transactions Holders of Class B stock may continue to trade shares of Class B stock with other eligible holders of Class B stock. However, if a stockholder completes a trade resulting in fewer shares of stock in its account than the amount elected to be converted on a validly executed Conversion and Sale or Conversion and Transfer form, the entire election for conversion and sale or transfer will be canceled. U.S. Federal Income Tax Consequences for the Open Conversion Program Note: This summary does not address all aspects of U.S. federal income taxes and does not constitute tax advice. If you are considering participating in the Open Conversion Program, you should consult your own tax advisor concerning the U.S. federal income tax consequences of converting and selling your shares. As to the Conversion and Sale Option or the Conversion and Transfer Option, no gain or loss will be recognized upon the conversion of shares of Class B stock into shares of Class A stock. U.S. stockholders will, however, recognize capital gain or loss on the sale of the converted stock. The amount of the gain will be equal to the gross proceeds of sale less the sum of the tax basis for the shares sold and the expenses of sale. Should the sum of the tax basis plus the expenses of sale exceed the gross proceeds, a loss will be recognized. The gain or loss will be long-term unless the combined holding period of the shares of Class B stock and converted stock is one year or less, in which case the gain or loss will be short-term. Generally, the tax basis for the shares sold will be the stockholder s cost of the shares of Class B stock that have been converted into shares of Class A stock. However, if a stockholder has received all or a portion of its shares from another holder of Class B stock, such stockholder should seek the advice of its own tax counsel as to the basis and holding period of the shares of Class A stock sold. Non-U.S. stockholders will not be subject to U.S. federal income tax on the sale of their shares of stock but should consult their own income tax advisors for the local tax consequences of the conversion and sale. As long as the selling stockholder has certified to Computershare its tax status: (i) Computershare will not provide any information reporting to the U.S. Internal Revenue Service, and (ii) Computershare will not withhold any U.S. federal income tax. Certification for U.S. stockholders means the submission of a properly completed Form W-9 (or substitute thereof). Certification for non-u.s. stockholders means the submission of a properly completed Form W-8BEN-E (or substitute thereof). Following conversion of shares of Class B stock into shares of Class A stock, the subsequent transfer of shares of Class A stock to another brokerage account owned by the participating stockholder is without U.S. income tax consequences. However, transfer of shares of Class A stock to another person as permitted herein, including a charitable organization, will have tax consequences and the stockholder is strongly advised to seek the counsel of a tax advisor before proceeding with such a transfer. MasterCard Incorporated reserves the right to amend, suspend or terminate the Open Conversion Program at any time and to reject or waive any irregularities of any election not in proper order. Participants must perform their own research and must make their own investment decisions. Neither MasterCard Incorporated, nor Computershare nor any Computershare affiliate makes any recommendation as to your participation in the Open Conversion Program. 11
Loss of Eligibility to Own MasterCard Class B Stock - Termination of Membership Class B stockholders that alter their membership such that they become ineligible to own Class B stock must sell or transfer their Class B stock to an eligible member of MasterCard International Incorporated or convert their shares in the Open Conversion Program. MasterCard will UnotU redeem (buy back) Class B stock from Class B stockholders that have become ineligible to own it. Actions That Require Class B Stockholder Account Changes Class B stockholders that modify their MasterCard membership in Franchise/Licensing s records by changing their legal name, grandparent designation, or primary ICA or merger with another member Umust U make the equivalent change to their Class B stockholder account. Class B stockholders may obtain assistance and the appropriate forms from MCSS. These changes cannot be performed via the internet at Computershare s Issuer Online. Membership Downgrade to Affiliate Class B stockholders that downgrade their principal or association membership to an affiliate membership remain eligible to own Class B stock. These Class B stockholders Umust U update their stockholder account record to amend the ICA number that constitutes part of their stockholder account name by submitting a Transfer of Stock to an Affiliate Member form to MCSS. Legal Name Changes If a Class B stockholder changes its legal name, it must change the legal name of its stockholder account. First, the Class B stockholder must follow MasterCard s Licensing department s procedures to change the legal name of its MasterCard membership. Then, the stockholder must submit an Account Information Change form to MCSS to change the name of the stockholder account. The stockholder must also submit a new W-9 or W-8BEN-E tax form reflecting the new name of the stockholder account. Class B stockholders that complete a legal name change of their stockholder account will receive a new USERNAME and initial password from Computershare and must follow the instructions provided to them to access their updated stockholder account online. Mergers In a merger situation, Class B stockholders must first submit required documentation for the merger to MasterCard s Licensing Department according to licensing department procedures. Then, the stockholder must submit the appropriate form to MCSS to update its stockholder account record. Mergers involving Class B stockholders may occur at the holding company level. Class B stockholders involved in this type of merger retain their individual principal membership but become part of a different grandparent group (see Grandparent Level section below). Class B stockholders whose institutions are merging with another financial institution should follow the Principal Member Level instructions below. A Class B stockholder whose principal ICA, legal name or grandparent designation change as a result of the merger will receive a new USERNAME and initial password from Computershare and must follow the instructions sent to them to access their new stockholder account online. The account history will begin as of 12
the creation date of the new stockholder account and will not show account history prior to the merger. These Class B stockholders are advised to retain their original account USERNAME and password to view their account history prior to the merger. Class B stockholders may also contact MCSS for assistance. If you cannot determine whether your merger is at the Principal Member Level or the Grandparent Level please contact MCSS for assistance. Principal Member Level A merger of two Class B stockholders, with one of the existing Class B stockholders as the surviving member requires the submission of a Transfer of Stock form to transfer all of the stock from the merging stockholder account into the surviving stockholder s account. The merging stockholder account will have a zero (0) stock balance but will remain in the Computershare Stock Register for historical reference. Grandparent Level For a merger at the holding company level, in which each of the merging Class B stockholders will retain separate principal memberships, each of the affected Class B stockholders must change its grandparent designation. A legal grandparent designation form or a Transfer of Stock form must be submitted to MCSS. Please contact MCSS if you do not know your new Grandparent Designation. If a stockholder name change will occur as part of the merger, the change to the legal name of the stockholder account may be made on the Transfer of Stock form. Portfolio Sale - Change of primary ICA A stockholder account name is composed of the primary ICA assigned by MasterCard s Licensing Department and the legal name of the principal or association membership in MasterCard s Licensing records. This protocol is necessary in order to distinguish stockholder accounts with the same or nearly the same name. Affiliate member Class B stockholders have pseudo-icas assigned by MCSS and used as part of the stockholder name. Therefore, a change of the primary ICA associated with a stockholder s membership is the equivalent of a legal name change. See Legal Name Changes above. Business Actions and Stock Ownership MasterCard Class B stock is not automatically transferred when members sell all or part of a card portfolio. Transfer of stock may only be accomplished by submitting a valid, fully-executed Transfer of Stock form to MCSS. Class B stockholders contemplating the sale of their entire portfolio must consult the Class B Stock Trading section, below. 13
Stock Transfer and Account Information Change Forms Form of Stock Transfer Instructions No verbal or email messages to MCSS containing stock transfer or stockholder account change instructions will be honored. Only written instructions submitted to MCSS on the appropriate MasterCard form, signed by the Stockholder Contact for the stockholder, or supported by a certificate signed and sealed by the corporate secretary of the stockholder will be honored. Where to Find Forms MasterCard s Class B Common Stock Information web page The Transfer of Stock form, Affiliate Transfer of Stock form, and Account Information Change form, can be found on the MasterCard website HUwww.mastercard.comUH. in the Investor Relations section of the web site, click on the Class B Common Stock Information link in the menu. Computershare s Issuer Online Transfer of Stock forms and Account Information Change forms, tax forms, Conversion and Sale forms and Conversion and Transfer forms can be obtained from Computershare s Issuer Online at http://www.computershare.com/mastercard/in the Downloadable Forms section. MasterCard Shareholder Services Contact Information: Class B stockholders may obtain forms and assistance in completing forms by contacting MCSS. MasterCard Shareholder Services MasterCard Worldwide 2000 Purchase Street Purchase, NY 10577-2509 Email to: Hshareholder_services@mastercard.com Tel: 1 (914) 249 4099 Effect of Certain Changes to Stockholder Account Information on Issuer Online Access Changes to a Class B stockholder account primary ICA, legal name, or grandparent designation result in a change to the Holder Number for the stockholder account. The Stockholder Contact of record will be mailed a new USERNAME and initial password for the account by Computershare. The Stockholder Contact may follow the instructions to re-register for access their institution s stockholder account via the Internet atu http://www.computershare.com/mastercard/ 14
Class B Stock Trading MasterCard Class B stock may be traded at will by Class B stockholders and Class B stockholding-eligible members of MasterCard (Class A members and affiliate members of MasterCard International Incorporated). Prior to engaging in a stock sale, Class B stockholders may contact MCSS at shareholder_services@mastercard.com, or via telephone at +(914) 249 4099 to confirm that a potential buyer is eligible to own MasterCard Class B stock and has the capacity to purchase the number of MasterCard Class B shares desired. Stock Negotiations, Execution of Transfer of Stock and Delivery of Payment for Stock Negotiations for the sale of Class B stock will be conducted privately by the parties. After completion of the negotiation, the parties to the stock sale must deliver a valid, fully-executed Transfer of Stock form to MCSS for approval and forwarding to Computershare. Stock transfers are not deemed completed until the transfer has been executed by Computershare and recorded in MasterCard s stock register. Computershare requires up to 10 business days to execute a transfer after receipt of an approved Transfer of Stock from MCSS. The parties to the stock sale should include terms for the delivery of payment in their negotiation. MasterCard will not provide escrow services for the delivery of payment for stock sold. 15
APPENDIX A Dividend and Sale Proceeds Payment Delivery Options for MasterCard Class B Stockholders located in the United States Computershare is now offering a variety of options to MasterCard stockholders for the delivery of dividend payments and sale proceeds from the Open Conversion and Sale program. Please see the descriptions of the options below and complete the required form. If you choose option 2, 3 or4 fill out the appropriate form or create the letter from the template and deliver to MasterCard Shareholder Services, by email or post. The form will be reviewed for completeness and forwarded to Computershare for execution. Future dividend payments will be delivered according to the instructions given on Forms A and B. Replacement divided payments and Conversion and Sale payments require submission of a separate letter based on Template D. Your signature acknowledges your agreement with the terms presented on the form/agreement and approves the deduction of the appropriate fee from the net payment. Dividend payment methods CANNOT be changed between the record date of a dividend and its payment date. To ensure delivery of your dividend by the desired method submit forms at least 6 weeks prior to the next dividend payment date. 1. Standard Method No Action needed The standard dividend delivery method is as a check mailed to the stockholder address of record by standard mail. The standard method of delivery of sale proceeds from the Open Conversion and Sale Program is as a check mailed to the stockholder address of record by courier mail (with tracking information). 2. Direct Deposit of dividends - via U.S. ACH network for electronic payments Complete Form A Authorization for Electronic Funds Transfer Credit NO FEE for this service Stockholders that have a savings or checking account in a U.S. bank that participates in the ACH network for the electronic transfer of funds, may complete Form A Direct Deposit form to have dividends delivered electronically on the payment date of the dividend. Previously issued but un-cashed checks cannot be delivered by Direct Deposit. 3. Wire transfer delivery of future dividends - Use Template - Payment Preference Template B FEE - $10.00 per wire transfer Use template B to draft a letter on your institution s letterhead requesting dividend delivery by wire. Payments will be wired to an account designated by your institution on the payment date of the dividend. 16
4. Delivery of replacement dividend payments or stock sale proceeds by wire transfer. Use Template - Payment Preference Template B FEE - $35 per wire transfer. Use template B to draft a letter on your institution s letterhead requesting delivery by wire of (i) the aggregate of any un-cashed checks, or (ii) the net stock sale proceeds from your institution s participation in the Open Conversion and Sale program. Forms A and Template B may be found in Downloadable Forms on Issuer Online Computershare s stockholder website at www.computershare.com/mastercard/. If you have not registered for access to the website, please contact Maria Haluska to obtain access codes and instructions. Scan and email forms/letters to: shareholder_services@mastercard.com or Mail original forms/letters to: Maria Haluska MasterCard Shareholder Services 2000 Purchase Street Purchase, New York 10577-2509 Telephone: +1 914 249 4099 if you have any questions, please don t hesitate to contact Maria Haluska at shareholder_services@mastercard.com or by phone (+1 914 249 5313 or +1 914 249 4099) 17
APPENDIX B Dividend and Sale Proceeds Payment Delivery Options for MasterCard Class B Stockholders located outside the United States Computershare is now offering a variety of options to MasterCard stockholders for the delivery of dividend payments and sale proceeds from the Open Conversion and Sale program. Please see the descriptions of the options below and complete the required form. If you choose option 2, 3, 4, 5, 6 or 7 fill out the appropriate form or create the letter from the template and mail the original documents to: Maria Haluska, Shareholder Services, MasterCard, 2000 Purchase Street, Purchase, NY 10577-2509 USA or scam and email to shareholder_services@mastercard.com. The request will be reviewed for completeness and forwarded to Computershare for execution. Future dividend payments will be delivered according to the instructions given on Form/ template A, C, E or F. Replacement divided payments and Conversion and Sale payments require submission of a separate letter based on either Template E or F. Your signature acknowledges your agreement with the terms presented on the form/agreement and approves the deduction of the appropriate fee from the payment prior to delivery. Please note* If you request delivery of funds to a bank account within the United States, you must, (i) state the reason for your request, and (ii) provide a copy of your institution s Articles of Association. Submission of a request for delivery of funds to a U.S. bank account without the additional documentation will cause your stock account to become NOT TAX CERTIFIED. Dividend payment methods CANNOT be changed between the record date of a dividend and its payment date. To ensure delivery of your dividend by the desired method, you must submit forms at least 6 weeks prior to the next dividend payment date. 5. Standard Method No Action needed The standard dividend delivery method is as a $USD denominated check mailed to the stockholder address of record by standard mail. The standard method of delivery of sale proceeds from the Open Conversion and Sale Program is as a $USD denominated check mailed to the stockholder address of record by courier mail (with tracking information). 6. Direct Deposit of dividends - Payment in $USD only - via U.S. ACH network for electronic payments Complete: 1) Form A Authorization for Electronic Funds Transfer Credit 2) Letter Template D stating the reason for delivery to a U.S. bank account 3) Attach a copy of your institution s Articles of Association or similar document NO FEE for this service Stockholders that have a savings or checking account in a U.S. bank that participates in the ACH network for the electronic transfer of payments, may request direct deposit of dividends in $USD delivered electronically on the payment date of the dividend. Previously issued but un-cashed checks cannot be delivered by Direct Deposit. 18