Open Conversion Program Frequently Asked Questions (FAQs) Please read the Open Conversion Program summary its entirety for a detailed description of the conversion procedures in effect beginning July 6, 2010 and in continuous operation thereafter 1. Must my institution convert its Class B stock? No, your institution may retain its Class B stock indefinitely. 2. May my institution convert shares of its MasterCard Class B stock and retain ownership (or have an affiliated company retain ownership) of the resulting shares of Class A stock beyond the 30 day Transitory Ownership Period during which the converted stock is being sold or transferred to the public? 3. If my financial institution chooses to convert and sell all of its Class B stock, what is the impact on its ongoing business relationship with MasterCard? None. 4. What is the Open Conversion Program? The Open Conversion Program provides MasterCard Class B stockholders with an easy to use, continuously available method to convert their shares of MasterCard Class B stock into publicly traded MasterCard Class A stock for prompt sale or other disposition to the public. 5. Who may participate in the Open Conversion Program? And how many shares of Class B stock may be converted? All MasterCard Class B stockholders are eligible to participate in the Open Conversion Program and may convert any number of shares of Class B stock up to their entire holdings. 6. Will MasterCard offer another conversion program similar to the programs offered in 2007, 2008, 2009 and May/June 2010 in which participants may submit their conversion instructions via a secure website? The Open Conversion Program is the only program available for conversion of MasterCard Class B stock. 7. How do I submit my institution s instruction to convert shares of MasterCard Class B stock into Class A stock for further disposition? Validly executed, original MasterCard Class B Common Stock Conversion and Transfer or Sale Instruction forms may be mailed to Computershare at the following: By Overnight Courier By Mail Computershare Computershare c/o Voluntary Corporate Actions c/o Voluntary Corporate Actions Attn: Patricia Fontaine P.O. Box 43011 250 Royall Street, Suite V Providence, RI 02940-3011 Canton, MA 02021 Telephone: +1 (781) 575-4306
8. May I submit a Class B Common Stock Conversion Instruction as a scan attached to an email, by fax or verbally as a phone order? 9. Where may I obtain MasterCard Class B Common Stock Conversion and Sale Instruction forms or MasterCard Class B Common Stock Conversion and Transfer Instruction forms? MasterCard Class B Common Stock Conversion and Sale or MasterCard Class B Common Stock Conversion and Transfer forms may be downloaded from Computershare at www.computershare.com/mastercard. 10. My institution s stockholder contact person or address is outdated; may I update the information on the Conversion Instruction Form? If your institution s stockholder contact person or address has changed, the information must be updated prior to the submission of a Class B Common Stock Conversion and Transfer Instruction form or Class B Common Stock Conversion and Sale Instruction form. Any conversion instruction form submitted in which the stockholder account information is not a perfect match to the information of record in Computershare s records, will be rejected. 11. Who must sign Class B Common Stock Conversion Instruction forms? The stockholder contact listed in your institution s registered Class B stock account in Computershare s records must sign the Conversion Instruction form. If your institution requires two signatories on such documents, an additional signatory may sign the form. 12. May my institution delegate a person other than the stockholder contact of record in Computershare s records to sign the Class B Common Stock Conversion Instruction form? 13. Can I revoke a Class B Common Stock Conversion Instruction after submission? 14. May my institution submit a Class B Common Stock Conversion Instruction form early and request that the conversion be performed on a specific later date? No, approved conversion forms are processed promptly when received. Except for blackout periods established by MasterCard prior to certain record dates, processing of approved conversion instructions will begin on the next business day. 15. May I submit a Class B Common Stock Conversion and Sale instruction form requesting a certain sale price? No, approved conversion forms are processed promptly when received. Participants should be aware that the share price may fluctuate between the time a Conversion and Sale Instruction form is received and the time the sale is made on the open market. The price risk will be borne by the participant. 16. How do I obtain access to Computershare s Issuer Online website? Initial usernames and passwords were emailed to the stockholder contact by MasterCard
Shareholder Services. If you have already accessed Issuer Online in the past, but have forgotten your password or username, you can recover access by using the forgotten password and username links on the Issuer Online login page. If you have not previously logged into your Issuer Online account and need help with your initial username and password, please call +1 (201) 680-6579. If you have never registered for access to your institution s stock account via the Internet, you may contact MasterCard Shareholder Services at shareholder_services@mastercard.com for assistance or call Computershare at +1 (201) 680-6579. 17. How many Class B Common Stock Conversion Instruction forms may my institution submit? Your institution may submit as many conversion instructions as it wishes, however, if a conversion instruction requests the conversion of more shares than are held in the stockholder account, the entire conversion instruction will be rejected. 18. Options for disposition of the converted stock. The Program offers participants the option of having Computershare sell the shares of Class A stock ( converted stock ) resulting from the conversion of their Class B stock (the Conversion and Sale option ) or transfer the converted stock either to a United States brokerage account that participates in the DRS/Profile System for electronic movement of shares (an eligible brokerage account ) for subsequent sale or transfer or directly to an entity that is not a member, former member or affiliate of a member of MasterCard International Incorporated (an eligible recipient ) who wishes to hold the stock in a Class A stock registered account (the Conversion and Transfer option ). Stockholders using the Conversion and Transfer option must make sure the shares are transferred or sold to an eligible recipient within 30 days of the conversion of the shares. 19. What is a blackout period and how will it affect my institution s conversion instruction? Execution of conversion instructions submitted in the Open Conversion Program will be subject to limited-duration blackout periods to prevent ownership of Class A stock on record dates for dividend payments and for annual or special meetings of MasterCard Incorporated. After review and approval of the conversion forms submitted, the conversion of stock will be delayed until the applicable blackout period has ended. The dates of blackout periods will be posted on the Class B Common Stock Information web page in the Investor Relations section of MasterCard s corporate website at www.mastercardworldwide.com as soon as practicable and on the landing page of Computershare s Issuer Online website.
20. How long are the blackout periods and when will they occur? For Conversion and Sale instruction forms there are two types of blackout periods: 1. Five (5) business days prior to the record date of any MasterCard dividend record date or annual or special meeting record date. 2. Five (5) business days prior to the record date of a dividend. For example: If a record date for an annual or special meeting of stockholders of MasterCard Incorporated or quarterly dividend is April 10 th any Conversion and Sale Instruction forms received between April 5 th and April 10 th will be reviewed upon receipt, however execution of approved Conversion and Sale Instruction form will not occur until April 11th.. For Conversion and Transfer Instruction forms the duration of a blackout period is thirty (30) calendar days prior to the record date of any MasterCard annual or special meeting record date. For example: If a record date for an annual or special meeting of stockholders of MasterCard Incorporated is April 10 th any Conversion and Transfer forms received between March 11 th and April 10 th will be reviewed upon receipt, however execution of approved Conversion and Transfer form will not occur until April 11 th. 21. Where will I find blackout dates posted? As soon as practicable after determination of the record dates for MasterCard dividends or an annual or special meeting of stockholders, the dates of the blackout periods for Conversion and Sale and Conversion and Transfer will be posted on the MasterCard Class B common stock web page in the Investor Relations section of MasterCard s corporate website at www.mastercardworldwide.com and on the Computershare s Issuer Online website. You should check either website BEFORE submitting your conversion instruction to avoid an unexpected delay in processing your approved conversion instruction. 22. What is the review and approval process Computershare will follow? Upon receipt of a Class B Common Stock Conversion Instruction form, Computershare will review the instruction form to ensure that: (i) all the required information has been entered (exactly as it appears your registered MasterCard Class B stock account), (ii) it is signed and dated by the stockholder contact of record for your institution (signifying agreement with the terms and conditions of the program and the certifications on the conversion form), and (iii) sufficient shares of Class B stock are owned to satisfy the conversion instruction. (iv) For Conversion and Sale instructions ONLY a. Confirm that the stock account is tax certified b. Or for stockholders with stock accounts that are not tax certified, review the completed the substitute W-9 or W-8BEN tax form incorporated into the Conversion and Sale form for accuracy and tax certify the account on Computershare s Issuer Online website. Approved forms will be processed promptly (subject to blackout periods described above).
23. What happens to Class B Common Stock Conversion Instruction forms that are not approved? Computershare will not execute the instructions and will return invalid or defective conversion instructions to the stockholder contact via courier mail with a checklist indicating the defect. Stockholders may correct the defect(s) and resubmit the conversion instruction form to Computershare by courier mail. 24. Will I be able to monitor the progress of the Conversion and Sale or Conversion and Transfer via the Computershare Issuer Online website? The Issuer Online holder snapshot page displays the share balances for this account. If there are any class A shares they will be displayed on this page. This page also displays the recent transactions and recent payments for stockholders that select the conversion and sale option. 25. What is the Conversion and Sale option procedure? You need take no further action after submission of an approved Conversion and Sale Instruction form. The converted stock will be aggregated into a daily batch which may be sold 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 Class A Stock. You will receive a share price equal to the weighted average price per share for the daily batch. The weighted average sale price per share for each daily sale batch will depend upon the market conditions prevailing at the time of sale. The stock sale proceeds (Number of shares converted times the weighted average sale price per shares, less $0.03 per share fee, less any applicable taxes) will be delivered as a U.S. dollar denominated check mailed via courier mail to the stockholder address in Computershare s records. Sale proceeds of participants whose stockholder account is not tax certified, will be subject to a back-up withholding tax rate of 28%. 26. May I request that my Conversion and Sale proceeds be delivered by wire transfer? 27. What is the Conversion and Transfer option procedure? Participants that choose the transfer option must take the following additional actions after submission of an approved instruction. 1. They must transfer their converted stock from the Class A registered account either to an Eligible Stockbroker (a U.S. stockbroker that participates in the DRS Profile System for electronic movement of shares) or 2. To an Eligible Recipient (not a member, former member or affiliate of a member of MasterCard International Incorporated) by close of business of the 21st day after the stock is converted (the Transfer Deadline ).
Participants that transfer their stock to their own or an affiliate s eligible stockbroker must instruct the broker to dispose of the stock by transfer to an eligible recipient or sale to the public (through settlement) prior to the 29th day after the stock is converted (the Transitory Ownership Period ) and ensure that the broker does so. Detailed instructions for transfer to an Eligible Stockbroker or to an Eligible Recipient are included on the Conversion and Transfer Instruction form. 28. What should I do before choosing the Conversion and Transfer option? If you intend to use a stockbroker to sell your stock, you should contact your stockbroker and confirm that it participates in the DRS Profile System for electronic movement of shares. If it does not, do not choose the Conversion and Transfer option. If you intend to deliver your stock to an Eligible Recipient by stock power, you should confirm that the recipient is not a member, former member or affiliate of a member of MasterCard International Incorporated and that the recipient wishes to hold the stock in a registered Class A stock account. 29. For the Conversion and Transfer option, what deadlines apply to actions that must be taken to dispose of the converted stock? Transfer Deadline your converted stock must be transferred out of the registered Class A stock account before close of business on the 21 st day after the date the stock was converted. End of Transitory Ownership Period your converted stock must be sold (through settlement of the sale) by end of trading day on the 29 th day after the date the stock was converted. 30. What will happen if my institution chooses the Conversion and Transfer option and does not transfer the stock to an Eligible Recipient (NOT a member, former member or affiliate of a member of MasterCard International Incorporated) or Eligible Stock broker by the Transfer Deadline? On the next trading day after the Transfer Deadline, Computershare upon instruction from MasterCard will sell any shares of Class A stock remaining in the registered account and deliver the net sales proceeds to you (less a fee of US $15 plus US$0.12 per share and any applicable taxes. 31. How do I ensure that my institution s Conversion and Sale proceeds do not have taxes withheld? Check your stockholder account tax certification status via Computershare s Issuer Online website. Please note: For non-u.s. stockholders tax certification expires every three years. Non-U.S. stockholders must submit a new W-8BEN tax form to renew tax certification. 32. The legal name of my institution has changed, what should I do to update the stockholder record? Contact MasterCard Franchise Licensing and follow their procedures to update your institution s name in MasterCard s membership records. Once the name change is completed in
MasterCard s Franchise Licensing records you should contact MasterCard Shareholder Services for assistance and forms to update the stockholder account name. You may contact MasterCard Shareholder Services by email to shareholder_services@mastercard.com or by phone at +1 (914) 249-4099. 33. When will the Open Conversion Program end? The Open Conversion Program has been designed to operate continuously (subject to limitedduration blackout periods). MasterCard has not established an ending date for the Open Conversion Program, however, MasterCard in its sole discretion reserves the right to terminate the Open Conversion Program at any time. 34. If I wish to contact Computershare with questions regarding submission of a Class B Common Stock Conversion Instruction form or for information about the progress of a submitted form, what number should I call? By Telephone 9:00 a.m. to 7:00 p.m. New York time, Monday through Friday, except for bank holidays. From within the U. S., Canada or Puerto Rico: 1 (866) 377-6318 (Toll Free). From outside the U. S., Canada or Puerto Rico: +1 (201) 680-6579 (Collect)