guide to class b stock ownership,trading and...

269400.1

Guide to Class B Stock

Ownership,Trading and

Conversion

Prepared by: MasterCard Shareholder Services, Law Department

Last Update: September 2013

Version: V9

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© 2013 MasterCard Incorporated

Guide to Class B Stock Ownership, Trading and Conversion v8 February 2013 256363.1

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 IssuerOnline ........ 3

IssuerOnline 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 ........................................................................................................................... 5

Dividend Payment Address ....................................................................................................... 5

Other Means of Electronic Delivery of Dividend Payments ..................................................... 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

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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 IssuerOnline ................................................................................................ 14

MasterCard Shareholder Services Contact Information .......................................................... 14

Effect of Certain Changes to Stockholder Account Information on IssuerOnline 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 Delivery options ......................................................................................................... 16

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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

HUwww.mastercardworldwide.comUH 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 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).

http://www.mastercardworldwide.com/

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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”.

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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:

[email protected],

by telephone at 914 249 4099 or by mail to:


MasterCard Worldwide

2000 Purchase Street

Purchase, NY 10577-2509

Managing Your Institution’s Class B Common Stockholder Account at

Computershare’s IssuerOnline 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 IssuerOnline which will allow stockholders to update certain account information

quickly and easily via the Internet. Computershare’s IssuerOnline 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, request replacement checks for outstanding 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 IssuerOnline on

February 18, 2013. If you registered for access to Equity Access you will need to re-register for access to

IssuerOnline. Prior to the deployment of IssuerOnline, you should have received an email from

[email protected] containing the website’s URL, your new USERNAME and initial

password. If you have not received the URL, USERNAME and password, please email

[email protected] 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 IssuerOnline to have a

temporary password emailed to you. Please be advised that the temporary password will be emailed to the

email address embedded in the account at the time of the creation of the USERNAME and password. The only

way to change this embedded email address is by submitting an Account Information Change form to

MasterCard Shareholder Services. MCSS will approve the change and forward to Computershare for

execution.

mailto:[email protected]



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In the account details section, there is an email address that you can update via IssuerOnline, this email will be

used for all correspondence (other than password reset).

IssuerOnline User Guides

Computershare created IssuerOnline 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

IssuerOnline.

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 IssuerOnline.

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 IssuerOnline 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 can be updated by logging in to Computershare’s IssuerOnline website or by delivering a validly

executed Account Information Change form by email to [email protected]. 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 IssuerOnline 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 IssuerOnline or by sending a validly executed Account Information Change form attached to

an email to [email protected]. Or you may contact Shareholder Services at + (914) 249

4099 to have forms and instructions emailed to you.


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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 IssuerOnline,please contact MCSS for

assistance.

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 4th 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 IssuerOnline 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 ISSUERONLINE.

IssuerOnline

Direct Deposit, Wire Transfer, SWIFT and payments in currencies other than USD

Computershare now offers a variety of payment delivery options, please see Appendix.

Class B Common Stock Holdings

Class B stockholders that have established access to their stockholder account at Computershare’s

IssuerOnline may view their current stock balance.

Payment and Transaction History/Outstanding Check Replacement

Class B stockholders that have established access to their stockholder account at Computershare’s

IssuerOnline may view and/or print their payment or transaction history. Class B stockholders may also

request replacement checks for unpresented checks (please note, for checks less than 90 days old, a change of

address will not automatically issue replacement checks).

Stockholders with multiple unpresented checks that would like to have one replacement check issued for the

aggregated amount, must contact MCSS at [email protected] for assistance.


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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 (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 U.S. The state

jurisdiction that applies to un-cashed checks respective of your stockholder account is the state

listed in the address of record of your stockholder account. Recent changes in escheat laws

have shortened the period of dormancy in many states. Please review your Payment History via

Computershare’s IssuerOnline; if you discover unpresented checks listed, you may contact

MasterCard Shareholder Services for assistance or you use the “Check Replacement”

procedure on IssuerOnline to request cancellation of the outstanding check and delivery of 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

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. Please review your Payment History via Computershare’s IssuerOnline; if you

discover un-cashed or outstanding checks listed, you may contact MCSS for assistance or you

may contact Computershare and request cancellation of the outstanding check and delivery of a

replacement check. If you fail to do so prior to the expiration of the dormancy period, checks

payable to your institution that remain un-cashed 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 Certify 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 (or other

W-8 form).

Dividends and other payments will be subject to withholding at the applicable default rate (currently 30% for

dividends and 28% for conversion and sale proceeds) if your stockholder account is not tax certified.

W-8BEN forms are valid for 3 years only and submission of a new W-8BEN is required to maintain tax

certification prior to expiration of the form currently on file.

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Tax certification (by submission of a W-8BEN 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.

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 tax form must be submitted to Computershare. We recommend that you deliver signed original

W-9 or W-8BEN 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 IssuerOnline 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

IssuerOnline 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:

1-866-337-6318

Class B stockholders calling from outside of the United States,

Canada or Puerto Rico:

+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.

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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.

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. Beginning July 6,

2010 and continuing thereafter, holders of MasterCard Class B stock will be able to deliver written conversion

instructions directly to Computershare Shareowner Services (“Computershare”), MasterCard’s transfer agent.

Duration

The Open Conversion Program will operate continuously, commencing on July 6, 2010.

Administration of the program

Computershare will administer 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

Commencing on July 6, 2010, conversion and sale of stock instruction forms (“Conversion and Sale forms”) and

conversion and transfer of stock instruction forms (“Conversion and Transfer forms”) will be available on

Computershare’s IssuerOnline at www.computershare.com/mastercard/ in the “Downloadable Forms” section.

Completing Conversion Forms

Comprehensive instructions for completion of conversion forms are included on the forms. Stockholders must certify

their agreement with the terms of the conversion option chosen, complete all required information on the appropriate

form and have it signed by the Stockholder Contact listed in the Class B stock registered account. The Class B stock

registered account information on conversion forms must exactly match the account information displayed on

IssuerOnline. If the stockholder contact information (including name, title, address, telephone and email address)

displayed on IssuerOnline is out of date, it must be updated via IssuerOnline prior to completion of conversion forms.

Delivery of Conversion Forms

Faxed or emailed conversion forms are not acceptable. 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

http://www.computershare.com/mastercard/

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Computershare will promptly confirm receipt of conversion forms by email to the stockholder contact.

Blackout Periods

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 Computershare’s ISSUERONLINE and 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.

MasterCard in its sole discretion may at any time extend the duration of blackout periods without prior notice to

stockholders.

Program Options

You will have two options with respect to the disposition of the shares of your converted stock in the Open Conversion

Program. You may choose to either: (i) have Computershare automatically sell the converted stock (the “Conversion

and Sale option”) or (ii) transfer the converted stock either to an eligible brokerage account for subsequent sale or

transfer or directly to an eligible recipient who wishes to hold the stock in a Class A stock registered account (the

“Conversion and Transfer option”).

Conversion and Sale Option

Conversion and Sale forms (validly completed and signed by the stockholder contact of record for the

stockholder) must be mailed to Computershare at the address provided above.

Conversion and Sale forms will be reviewed promptly upon receipt.

Approved forms will be processed promptly (subject to blackout periods described below).

Defective or invalid conversion forms will not be approved. Computershare will return defective or

invalid conversion forms to the submitting stockholder.

A five (5) business day blackout period for execution of conversion and sale instructions will be

imposed prior to the record date of any MasterCard dividend and prior to the record date of any

MasterCard Incorporated annual or special meeting of stockholders. For example, the record date for

the 2010 annual meeting of stockholders of MasterCard Incorporated was July 26, 2010, and therefore

any approved conversion and sale forms received between July 20 and July 26, 2010 were not

executed upon until July 27, 2010.

A stockholder may submit any number of Conversion and Sale forms, as long as a sufficient number

of shares of Class B stock are in its stockholder account to be converted at the time of approval of the

conversion instruction.

Converted stock will be 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.

The stockholder will receive 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.

The stock 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) will be delivered as a U.S. dollar

denominated check mailed via courier or express mail to the stockholder address in Computershare’s

records.

Wire transfer or direct deposit of stock sale proceeds will not be available.

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Conversion and Transfer Option

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.

Conversion and Transfer forms will be reviewed promptly upon receipt.

Approved forms will be processed promptly (subject to the blackout periods described below).

Defective or invalid conversion forms will not be approved. Computershare will return defective or

invalid conversion forms to the submitting stockholder.

A thirty (30) day blackout period for execution of conversion and transfer instructions will be imposed

prior to the record date of any MasterCard Incorporated annual or special meeting of stockholders.

For example, the record date for the 2010 annual meeting of stockholders of MasterCard Incorporated

was July 26, 2010, and therefore any approved Conversion and Transfer forms received between July

6 and July 26, 2010 were not executed upon until July 27, 2010.

A stockholder may submit any number of Conversion and Transfer forms, subject to having sufficient

shares of Class B stock in its stockholder account to convert at the time of approval of the conversion

instruction.

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

IssuerOnline to obtain the account information necessary to complete the disposition of the converted

stock.

Disposition of Converted stock – Additional stockholder actions required o Disposal of converted stock by an eligible stockbroker:

Stockholders that intend to have a stockbroker dispose of their shares must use a U.S.

stock broker that participates in the DRS Profile System for electronic movement of

shares (an “eligible stockbroker”).

Stockholders must instruct the eligible stockbroker to use the DRS Profile

System to transfer their converted stock from their Class A stock registered

account within 21 calendar days of its 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 and ensure that the sale or

transfer is completed through settlement prior to the end of the Transitory

Ownership Period (within 30 days of its conversion).

o 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.

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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.

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 consummates 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 (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.

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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 IssuerOnline.

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 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

13 269400.1



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.

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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.mastercardworldwide.comUH. in the Investor Relations section of the web

site, click on the “Class B Common Stock Information” link in the menu.

Computershare’s IssuerOnline

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 IssuerOnline at

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 Worldwide


Purchase, NY 10577-2509

Email to: [email protected]

Tel: 1 (914) 249 4099

Effect of Certain Changes to Stockholder Account Information on ISSUERONLINE 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

www.computershare.com/mastercard/.

http://www.mastercardworldwide.com/


15 269400.1



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 [email protected], 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.


16 269400.1



Appendix A

Dividend and Sale Proceeds Payment Delivery Options for

MasterCard Class B Stockholders

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 or 6 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. The form will be reviewed for completeness and forwarded to

Computershare for execution. Please be advised that all payments made going forward will be delivered according

to the instruction given. Please be sure to sign and date the form/letter; 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.

1. 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).

2. Direct Deposit of dividends - Payment in $USD only - 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 payments, may complete Form A “Direct Deposit” form to have dividends in $USD

delivered electronically on the payment date of the dividend. Previously issued but un-cashed checks cannot

be delivered by Direct Deposit.

3. International WIRE/SWIFT delivery of future dividends - Payment in $USD only

Complete Form B - “Computershare Payment Delivery Preference Instruction”

Payments will be delivered in $USD to an account designated by your institution via either wire transferor

SWIFT.

Per transfer fee of $US 10.00 for SWIFT/Wire

17 269400.1



4. Delivery of dividends in selected currencies other that USD$ by wire/SWIFT or as a check

Complete Form C – “International Currency Payment Registration Form” -

Per transfer fee of $US 10.00 for SWIFT/Wire

International currency check fee $US 5.00

Additional fees: subject to currency exchange rates, and may be subject to “lifting fees” charged by

intermediary banks.

Please read the International Currency Payment form for the terms of the agreement respective of the

delivery method and currency chosen for your institution’s dividends.

Please note: you can request previously issued but un-cashed dividend check (issued in USD$) to be cancelled

and replaced in accordance with the payment method you choose

5. Delivery of replacement payments (USD$ only) by SWIFT/WIRE.

Complete letter Template D

Per transfer fee of $US 35.

If you have outstanding, un-cashed checks that you would like to have cancelled and aggregated into a single

SWIFT/Wire transfer, you may use template D to draft a letter on your institution’s letterhead requesting

delivery of the conversion proceeds by Wire/SWIFT.

6. Delivery of Conversion and Sale proceeds (USD$ only) by SWIFT/Wire.

Complete letter Template D

Per transfer fee of $US 35.

Prior to submitting your Conversion and Sale Instruction form, use Template D to draft a letter on your

institution’s letterhead requesting delivery of the conversion proceeds by Wire/SWIFT. Mail the letter to

Maria Haluska, MasterCard Shareholder Services (address below)

Forms A, B, C and Template D may be found in “Downloadable Forms” on IssuerOnline – Computershare’s

stockholder website. If you have not registered for access to the website, please contact Maria Haluska to

obtain access codes and instructions.

Mail original forms/letters to:

Maria Haluska



Purchase, New York 10577-2509

Telephone: +1 914 249 4099

if you have any questions, please don’t hesitate to contact Maria Haluska at [email protected]

or by phone (+1 914 249 5313 or +1 914 249 4099)


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