Guide to Class B Stock Ownership,Trading and Conversion

[Pages:20]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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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

to obtain the latest version of the Guide.

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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 only. MasterCard International Incorporated members and their affiliates may not own MasterCard Class

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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 only.

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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).

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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:

shareholder_services@,

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by telephone at 914 249 4099 or by mail to:

MasterCard Shareholder Services 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 shareholder_services@ 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@ 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.

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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 shareholder_services@. You may request a copy of an Account Information Change form by calling MCSS at +1 (914) 249 4099.

Please note: You cannot update your Stockholder Contact online through MasterCard OnLine ("MOL")

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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 shareholder_services@. 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 shareholder_services@ for assistance.

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