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Guide to Class B Stock
Ownership,Trading and
Conversion
Prepared by: MasterCard Shareholder Services, Law Department
Last Update: May 2015
Version: V10
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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 Issuer Online ...... 3
Issuer Online User Guides ................................................................................................................... 4
Authorized Signatory/Stockholder Contact – Criteria/Duties ................................................................ 4
Authorized Signatory/Stockholder Contact –Information...................................................................... 4
Stockholder Account Address ................................................................................................................ 4
Dividend Payments ................................................................................................................................ 5
Direct Deposit, Wire Transfer, SWIFT and payment in other Currencies ................................ 5
Dividend Payment Address ....................................................................................................... 5
Class B Common Stock Holdings .......................................................................................................... 5
Payment and Transaction History/Outstanding Check Replacement ..................................................... 5
Un-cashed Checks, Unclaimed Property and Escheat............................................................... 6
For Stockholders domiciled in the United States ......................................................... 6
For Stockholders domiciled outside the United States................................................. 6
Tax Certify Your Institution’s Stockholder Account ............................................................................. 6
For U.S. Stockholders ............................................................................................................... 6
For Non-U.S. Stockholders ....................................................................................................... 7
Downloadable Forms ............................................................................................................................. 7
Problems with Online Access to Your Stockholder account – Computershare Customer Service ........ 7
Computershare Customer Service Telephone Numbers............................................................ 7
By mail ......................................................................................................................... 7
Information Required for Customer Service Inquiries .............................................................. 7
Stock Conversion – Open Conversion Program.................................................................................................. 8
Duration.................................................................................................................................................. 8
Administration of Open Conversion Program........................................................................................ 8
Obtaining/Completing/Delivery of Conversion Forms .......................................................................... 8
Blackout Periods .................................................................................................................................... 9
Program Options .................................................................................................................................... 9
Conversion and Sale Option ...................................................................................................... 9
Conversion and Transfer Option ............................................................................................. 10
Disposition of Converted Stock ................................................................................. 10
U.S. Federal Income Tax Consequences for the Open Conversion Program....................................... 11
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© 2015 MasterCard Incorporated
Guide to Class B Stock Ownership, Trading and Conversion v10 May 2015
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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 Issuer Online .............................................................................................. 14
MasterCard Shareholder Services Contact Information .......................................................... 14
Effect of Certain Changes to Stockholder Account Information on Issuer Online Access................. 14
Class B Stock Trading ....................................................................................................................................... 15
Stock Negotiations, Execution of Transfer of Class B Stock and Delivery of Payment for Stock ...... 15
Appendix A- Payment Options for U.S. stockholders ..................................................................................... 16
Appendix B- Payment Options for non-U.S. stockholders ............................................................................... 18
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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
www.mastercard.com to obtain the latest version of the Guide.
MasterCard Incorporated Stock
MasterCard Incorporated, the parent company of MasterCard International Incorporated, has two classes of stock
outstanding: Class A common stock (the “Class A stock”) and Class B common stock (the “Class B stock”).
Class A stock is listed on the New York Stock Exchange and may be owned by the public and The MasterCard
Foundation only. MasterCard International Incorporated members and their affiliates may not own 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.
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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 as declared for Class A stock. Shares of Class B
stock confer equity rights but not voting rights in MasterCard Incorporated. Shares of Class B common stock
may be traded privately among eligible members of MasterCard International Incorporated (see “Class B
Stock Trading” below). As of June 1, 2010, Class B stockholders may convert shares of their Class B
common stock into an equal number of Class A common stock for prompt disposition to the public, (see the
“Stock Conversion” below).
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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:
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MasterCard
2000 Purchase Street
Purchase, NY 10577-2509
Managing Your Institution’s Class B Common Stockholder Account at
Computershare’s Issuer Online via the Internet
In order to provide our stockholders with the highest quality of shareholder services to ensure that you receive
important communications regarding your Class B holdings, it is essential that your institution’s account
information is up-to-date at all times. We suggest that our stockholders take advantage of the self-service
features of Computershare’s Issuer Online which will allow stockholders to update certain account
information quickly and easily via the Internet. Computershare’s Issuer Online is a secure internet portal to
your institution’s stockholder account maintained by MasterCard’s transfer agent.
Some of the self-service features include the ability via the internet to update stockholder contact name,
address for stockholder communications, email address for correspondence and telephone number. Also,
stockholders will be able to view their current balance, view transaction history, view payment history and
status of payments, and print Class B stock forms (Account Information Change form, Transfer of Class B
Stock form, tax forms, Conversion Instruction Forms, etc.)
Computershare replaced Computershare’s Equity Access website with its new platform Issuer Online on
February 18, 2013. If you registered for access to Equity Access you will need to re-register for access to
Issuer Online . Prior to the deployment of Issuer Online , you should have received an email from
[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 Issuer Online to have
a temporary password emailed to you. Please be advised that the temporary password will be emailed to the
email address shown in the account at the time of the creation of the USERNAME and password.
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Issuer Online User Guides
Computershare created Issuer Online User Guides customized for MasterCard Class B common stockholders.
You will find links to the Principal and Grandparent Guides in the Downloadable Forms menu of Issuer
Online .
Authorized Signatory/Stockholder Contact - Criteria/Duties
Each Class B stockholder must designate an Authorized Signatory/Stockholder Contact (“Stockholder
Contact”) for its stockholder account. The Stockholder Contact person’s name must appear in the first line of
the account address in Computershare’s records. The Stockholder Contact must be a person that is authorized
by the stockholder to act in all matters pertaining to its MasterCard stock, including stock trades and
conversion of stock. The Stockholder Contact will receive URL, USERNAME and password to activate access
to the stockholder account via Computershare’s Issuer Online .
All forms must be signed and attested to by the Stockholder Contact before sending them to MCSS (or in the
case of conversion forms to Computershare) or the forms will be deemed defective. If the Stockholder Contact
is not available to sign an Account Information Change form or Transfer of Stock form, it may be signed by
another officer of the stockholder, if accompanied by a certificate, stating the authority of the signatory to bind
the stockholder, signed and sealed by the Corporate Secretary of the stockholder. However, conversion
instruction forms must be signed by the Stockholder Contact.
Grandparent accounts are also required to have a designated Authorized Signatory/Grandparent Contact on file
in Computershare’s records. The Authorized Signatory/Grandparent Contact will receive URL, USERNAME
and password to activate access to the grandparent account on Computershare’s Issuer Online web site and
may view each stockholder account in the Grandparent group.
Authorized Signatory/Stockholder Contact Information
Class B stockholders are responsible for keeping their contact information current. Stockholder Contact
information may be updated by logging in to Computershare’s Issuer Online website or by delivering a
validly executed Account Information Change form by email to [email protected]. 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”)
MasterCard Connect or by contacting List Management Services at MasterCard.
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Stockholder Account Address
The address recorded in the stockholder account on Computershare’s Issuer Online is the address to which all
Class B stock related materials will be sent. You can update the address information by logging on to
Computershare’s Issuer Online or by sending a validly executed Account Information Change form attached
to an email to [email protected]. Or you may contact Shareholder Services at + (914)
249 4099 to have forms and instructions emailed to you.
The first line of your account address MUST include your stockholder contact person’s name. MCSS
monitors changes to stock account information and will restore the most recent stockholder contact person’s
name if you delete it.
If your address does not fit into the available fields on Computershare’s Issuer Online ,please contact MCSS
for assistance.
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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
Issuer Online to confirm the accuracy of its stockholder address to ensure timely receipt of dividend
checks.
Dividend Payment Address
In order to update the Dividend Payment Address, a stockholder must deliver an Account Information
Change form to MCSS (with section 1, 2A and 5 completed to designate a dividend payment address
different from its stockholder account address). This change may not be made via Computershare’s
Issuer Online .
Issuer Online
Direct Deposit, Wire Transfer, SWIFT and payments in currencies other than USD
Computershare now offers a variety of payment delivery options, please see Appendix A for options
available to U.S. Stockholders and Appendix B for options available to non-U.S. stockholders.
Class B Common Stock Holdings
Class B stockholders that have established access to their stockholder account at Computershare’s Issuer
Online at www.computershare.com/mastercard/ may view and print out their current stock balance.
Payment and Transaction History
Class B stockholders that have established access to their stockholder account at Computershare’s Issuer
Online may view and/or print their payment or transaction history.
Outstanding Check Replacement
Review your account Payment History periodically, if you discover un-presented checks listed, you may
contact MasterCard Shareholder Services for assistance or contact Computershare to request cancellation of
the outstanding check and delivery of a replacement check.
Stockholders may contact Computershare by phone (From within the U.S.A, Canada and Puerto Rico at 1866-337-6318; from outside the U.S.A, Canada and Puerto Rico at +1-201-680-6579) or may contact MCSS
at [email protected] or +1-914-249-4099 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
varies from state to state in the U.S. The state jurisdiction that applies to your stockholder
account is the state listed in the address of your stockholder account. Recent changes in
escheat laws have shortened the period of dormancy in many states. To request check
replacement see “Outstanding Check Replacement above. If un-presented checks are escheated
to the state, you will have to file a claim for reimbursement with the appropriate state, and,
neither MasterCard nor Computershare can assist you in filing such a claim.
For stockholders domiciled outside the United States (“non-U.S. stockholders”)
Please be aware that, by law, checks that remain un-cashed will be automatically declared
unclaimed property upon expiration of a relevant dormancy period. Non-U.S. stockholders are
subject to the unclaimed property law of the State of Delaware, the state in which MasterCard
Incorporated is incorporated. The dormancy period for the State of Delaware is three (3) years.
In other words, under Delaware state law, checks that have remained un-cashed for three (3)
years are declared unclaimed property and are escheated (delivered) to the State of Delaware
Treasury. To request check replacement see “Outstanding Check Replacement above. If you
fail to do so prior to the expiration of the dormancy period, checks payable to your institution
that remain un-presented for more than 3 years will be escheated to the State of Delaware. To
reclaim escheated monies, you will have to file a claim for reimbursement with the State of
Delaware and, neither MasterCard nor Computershare can assist you in filing such a claim.
Tax Certification of Your Institution’s Stockholder Account.
U.S. stockholders must submit a United States Internal Revenue Service Form W-9.
Dividends and other payments will be subject to withholding at the applicable default rate (currently 28%) if
your stockholder account is not tax certified.
Non-U.S. Stockholders must submit a United States Internal Revenue Service Form W-8BEN-E (or
other W-8 form).
The new FATCA compliant W-8BEN-E form requires additional information and may require your institution
to take additional actions to obtain the information required. In addition to the other required information, if
your country has a tax treaty with the U.S.A, you must complete Part III to claim the benefit of the tax treaty
rate for dividends for y our county.
Dividends and other payments will be subject to withholding at the applicable default rate (currently 30%) if
your stockholder account is not tax certified.
W-8BEN-E forms are valid for 3 years only and submission of a new W-8BEN-E is required to maintain tax
certification prior to expiration of the form currently on file.
Tax certification (by submission of a W-8BEN-E tax form) does not exempt non-U.S. stockholders from taxes
on dividends, however, it does permit a stockholder the benefit of claiming a special treaty tax rate, if a tax
treaty exists between the United States and the country of domicile of the stockholder.
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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 W9 or W-8BEN-E tax form must be submitted to Computershare. We recommend that you email a scan of the
completed W-9 or W-8BEN-E forms to MCSS. We will review the form for accuracy, code it with your
institution’s Holder Number, forward it to Computershare and ensure your stockholder account is tax certified.
Downloadable Forms
From the “Downloadable Forms” menu on Issuer Online, stockholders may print important forms/materials.
These forms include Account Information Change forms, Transfer of Class B stock forms, tax forms, and
Conversion and Sale forms and Conversion and Transfer forms.
Please note. Not all of the services available on the Computershare’s Issuer Online are available to
MasterCard Class B Stockholders.
Problems with Online Access to Your Stockholder Account – Computershare Customer Service
If you are experiencing technical problems online or are having trouble accessing your Computershare Issuer
Online stockholder account or would like to request a statement of your institution’s stockholder account, or
have questions about a dividend check, you may contact Computershare Customer Service by telephone:
Computershare Customer Service Telephone Numbers
Available Monday thru Friday from 9:00 a.m. to 7:00 p.m. EST, except for bank holidays.
Class B stockholders calling from within the United States, Canada or
Puerto Rico:
Class B stockholders calling from outside of the United States,
Canada or Puerto Rico:
1-866-337-6318
+1-201-680-6579
........................................................................................................................................
By mail: MasterCard Incorporated
c/o Computershare
PO Box 43006
Providence, RI 02940-3006
Information Required for Customer Service Inquiries
Computershare provides customer service via mail, telephone and email. To ensure privacy of your stock
holding information, Computershare will ask you to provide accurate stockholder account information for the
purpose of validating your identity prior to responding to your inquiry.
Issue of Stock ................................................................ MasterCard Incorporated Class B common stock
Holder Number ...................................................................... [as it appears in your stockholder account]
Name of your Authorized Signatory /Stockholder Contact .... [as it appears in your stockholder account]
Address [as it appears on your stockholder account]
If you have misplaced the information above, you may obtain it from MCSS.
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Stock Conversion – Open Conversion Program – for Conversion of shares of Class B stock into
shares of Class A stock for disposition to the public. A Class B stockholder may at any time convert any or all of its
shares of Class B stock into shares of Class A stock for sale to the public or transfer to an eligible holder.
MasterCard’s Board of Directors has established such procedures it determines to be necessary for the orderly
conversion of Class B shares. Participation is voluntary.
Converted shares are MasterCard Class A common stock, members of MasterCard International Incorporated and
their affiliates are prohibited from owning shares of MasterCard Class A common stock except for a brief period while
participating in a MasterCard Open Conversion Program.
Duration
The Open Conversion Program began on July 6, 2010 and operates continuously.
Administration of the program
Computershare Shareowner Services (“Computershare”) administers the Open Conversion Program on behalf of
MasterCard. If you choose to participate, your conversion election will be processed by Computershare and if you
choose the sale option, Computershare will handle the sale of the converted stock.
Neither MasterCard, nor Computershare nor any Computershare affiliate makes any representation, warranty or guaranty as to the sale
date or the price at which shares will be sold during the Open Conversion program. The weighted average sale price per share for each
daily sale batch will depend on market conditions prevailing at the time of sale.
Obtaining Conversion Forms
“Conversion and Sale forms” and “Conversion and Transfer forms” are available on Computershare’s Issuer Online
at www.computershare.com/mastercard/ in the “Downloadable Forms” section.
Completing Conversion Forms
1. Follow the instructions on the selected conversion instruction form.
2. Certify your agreement with the terms of the conversion option chosen,
3. Complete all required information. All information must match the information in the stock account.
4. If any account information ( for example: stockholder contact person, address, telephone, email address) is out
of date. The account information MUST be updated via Issuer Online prior to completion of conversion
forms.
5. Have the form signed by the Stockholder Contact listed in the Class B stock registered account.
Delivery of Conversion Forms
Faxed or emailed conversion forms are not accepted. Original, validly executed conversion forms must be delivered
to Computershare via courier mail to:
Computershare
c/o Voluntary Corporate Actions
Attn: Patricia Fontaine
250 Royall Street, Suite
Canton, MA 02021
Telephone: +1 (781) 575-4306
Computershare will confirm receipt of conversion forms by email to the stockholder contact.
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Blackout Periods
To prevent ownership of Class A stock on the record dates of dividends or annual or special meetings of MasterCard
Incorporated., short blackout periods are established . For Conversion and Sale instructions, the blackout period starts
5 business days prior to the record date. For Conversion and Transfer instructions, the blackout period starts 30
calendar days prior to the record date of an annual or special meeting.
The dates of blackout periods will be posted on Computershare’s Issuer Online and the Class B Common Stock
Information web page in the Investor Relations section of MasterCard’s corporate website at
http://www.mastercard.com as soon as practicable. MasterCard, in its sole discretion, may at any time establish a
new blackout period or extend the duration of an existing blackout period without prior notice to stockholders.
Conversion and Sale or Transfer instructions received during a blackout period will be reviewed upon receipt, but will
not be executed until the blackout period ends.
Open Conversion Program Options
You have two options for the disposition of the shares of converted stock. You may choose to: (i) have
Computershare automatically sell the converted stock (the “Conversion and Sale option”) or (ii) have the converted
stock transferred either to an eligible brokerage account for subsequent sale to the public or to an eligible holder (the
“Conversion and Transfer option”).
Conversion and Sale Option Process
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Stockholders may submit any number of Conversion and Sale forms (subject to sufficient number of
shares the stockholder account.
Mail Conversion and Sale instruction via courier mail to Computershare at the address provided on the
form.
Conversion and Sale forms are reviewed promptly by Computershare.
Computershare notifies stockholder by email of (i) receipt and approval of the conversion instruction;
or (ii) rejection of a defective or invalid conversion form.
Approved forms are processed promptly (subject to blackout periods described above).
MCSS will contact submitters of a defective or invalid conversion form, to offer assistance
Converted stock is aggregated into a daily batch by Computershare Securities which, in its sole
discretion, may sell each daily batch in multiple sales transactions on the New York Stock Exchange
in one day or over a number of days in order to mitigate any adverse effects on the market price of the
MasterCard Class A stock.
Stockholder receives a share price equal to the weighted average sale price per share for the daily
batch. The weighted average sale price per share for each daily batch will depend upon the market
conditions prevailing at the time of sale.
Calculation of net sale proceeds: (number of shares times weighted average sale price per share for
the daily batch, less applicable taxes, and less a $0.03 per share fee)
Net sale proceeds are delivered as a U.S. dollar denominated check mailed via courier or express mail
to the stockholder account address.
Wire transfer or SWIFT delivery of stock sale proceeds may be requested.. See Appendix A – for U.S.
stockholders or Appendix B - for non-U.S. stockholders for the appropriate letter template. Email a
scan of the request letter to MCSS.
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Conversion and Transfer Option Process
If you choose the Conversion and Transfer option, you and your affiliates (including any charitable
organizations with which you are affiliated) will be permitted to own the shares of converted stock only for an
up to thirty (30) day period (the “Transitory Ownership Period”) while you are taking the necessary actions to
dispose of the stock by sale to the public or transfer to a person that is not a member, former member or
affiliate of a member or former member of MasterCard International Incorporation( an “Eligible Recipient”) .
You will be required to make appropriate representations to this effect on the Conversion and Transfer form.
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Stockholders may submit any number of Conversion and Transfer forms (subject to sufficient number
of shares the stockholder account.
Mail Conversion and Transfer instruction via courier mail to Computershare at the address provided
on the form.
Forms are reviewed promptly by Computershare.
Computershare notifies stockholder by email of (i) receipt and approval of the conversion
instruction; or (ii) rejection of a defective or invalid conversion form.
Approved forms are processed promptly (subject to 30-day blackout periods described above).
MCSS will contact submitters of a defective or invalid conversion form, to offer assistance
The shares of Class B stock will be converted and issued to a Class A stock registered account in the
name of the stockholder. Stockholders may view the Class A stock registered account via Issuer
Online to obtain the account information necessary to complete the disposition of the converted
stock.
Disposition of Converted stock – Additional stockholder actions required
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Disposal of converted stock by an eligible stockbroker:
 Only a U.S. stock broker that participates in the DRS Profile System for electronic
movement of shares (an “eligible stockbroker”) may be used to transfer and sell .
• Stockholder must instruct the eligible stockbroker to use the DRS Profile
System to transfer their shares of Class A stock registered account within 21
calendar days of conversion (the “Transfer Deadline”).
• Stockholders must further instruct the eligible stockbroker to sell their stock
to the public or transfer it to an Eligible Recipient within 30 calendar days of
conversion.
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Disposal of converted stock by direct transfer to an Eligible Recipient willing to hold its
Class A stock in a registered account:
 Stockholders must submit a validly executed Stock Power (with Medallion
Guarantee, for transfers of more than 250 shares) to Computershare by the Transfer
Deadline.
To ensure compliance with the Transitory Ownership Period, MasterCard will instruct Computershare to sell
any shares of converted stock that remain in the stockholder’s Class A stock registered account after the
Transfer Deadline (“delinquent shares”). Delinquent shares will be sold through Computershare’s DRS share
sale program and will be aggregated by Computershare with all other shares of Class A stock being sold
through such DRS share sale program on that day by other shareholders (a “Bulk Sale Batch”).
Computershare Securities, in its sole discretion, may sell such Bulk Sale Batch in multiple sales transactions in
one day or over a period of several days in order to mitigate any adverse effects on the market price of the
Class A stock. All shares in a Bulk Sale Batch will receive the same weighted average sale price per share.
Computershare will mail a check for the proceeds of the sale of the delinquent shares, less a fee of $15 plus
$0.12 per share and any applicable taxes, by courier or express mail to the stockholder.
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Other Stock Transactions
Holders of Class B stock may continue to trade shares of Class B stock with other eligible holders of Class B stock.
However, if a stockholder completes a trade resulting in fewer shares of stock in its account than the amount elected to
be converted on a validly executed Conversion and Sale or Conversion and Transfer form, the entire election for
conversion and sale or transfer will be canceled.
U.S. Federal Income Tax Consequences for the Open Conversion Program
Note: This summary does not address all aspects of U.S. federal income taxes and does not constitute tax advice. If you are
considering participating in the Open Conversion Program, you should consult your own tax advisor concerning the U.S. federal
income tax consequences of converting and selling your shares.
As to the Conversion and Sale Option or the Conversion and Transfer Option, no gain or loss will be recognized upon
the conversion of shares of Class B stock into shares of Class A stock. U.S. stockholders will, however, recognize
capital gain or loss on the sale of the converted stock. The amount of the gain will be equal to the gross proceeds of
sale less the sum of the tax basis for the shares sold and the expenses of sale. Should the sum of the tax basis plus the
expenses of sale exceed the gross proceeds, a loss will be recognized. The gain or loss will be long-term unless the
combined holding period of the shares of Class B stock and converted stock is one year or less, in which case the gain
or loss will be short-term. Generally, the tax basis for the shares sold will be the stockholder’s cost of the shares of
Class B stock that have been converted into shares of Class A stock. However, if a stockholder has received all or a
portion of its shares from another holder of Class B stock, such stockholder should seek the advice of its own tax
counsel as to the basis and holding period of the shares of Class A stock sold. Non-U.S. stockholders will not be
subject to U.S. federal income tax on the sale of their shares of stock but should consult their own income tax advisors
for the local tax consequences of the conversion and sale.
As long as the selling stockholder has certified to Computershare its tax status: (i) Computershare will not provide any
information reporting to the U.S. Internal Revenue Service, and (ii) Computershare will not withhold any U.S. federal
income tax. Certification for U.S. stockholders means the submission of a properly completed Form W-9 (or substitute
thereof). Certification for non-U.S. stockholders means the submission of a properly completed Form W-8BEN-E (or
substitute thereof).
Following conversion of shares of Class B stock into shares of Class A stock, the subsequent transfer of shares of
Class A stock to another brokerage account owned by the participating stockholder is without U.S. income tax
consequences. However, transfer of shares of Class A stock to another person as permitted herein, including a
charitable organization, will have tax consequences and the stockholder is strongly advised to seek the counsel of a tax
advisor before proceeding with such a transfer.
MasterCard Incorporated reserves the right to amend, suspend or terminate the Open Conversion Program at any time and to
reject or waive any irregularities of any election not in proper order. Participants must perform their own research and must
make their own investment decisions. Neither MasterCard Incorporated, nor Computershare nor any Computershare affiliate
makes any recommendation as to your participation in the Open Conversion Program.
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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 not redeem (buy back) Class B stock from Class B stockholders that
have become ineligible to own it.
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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 must make the equivalent change
to their Class B stockholder account. Class B stockholders may obtain assistance and the appropriate forms from
MCSS. These changes cannot be performed via the internet at Computershare’s Issuer Online .
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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 must 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.
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Legal Name Changes
If a Class B stockholder changes its legal name, it must change the legal name of its stockholder account.
First, the Class B stockholder must follow MasterCard’s Licensing department’s procedures to change the
legal name of its MasterCard membership. Then, the stockholder must submit an Account Information
Change form to MCSS to change the name of the stockholder account. The stockholder must also submit a
new W-9 or W-8BEN-E tax form reflecting the new name of the stockholder account.
Class B stockholders that complete a legal name change of their stockholder account will receive a new
USERNAME and initial password from Computershare and must follow the instructions provided to them to
access their updated stockholder account online.
Mergers
In a merger situation, Class B stockholders must first submit required documentation for the merger to
MasterCard’s Licensing Department according to licensing department procedures. Then, the stockholder
must submit the appropriate form to MCSS to update its stockholder account record.
Mergers involving Class B stockholders may occur at the holding company level. Class B stockholders
involved in this type of merger retain their individual principal membership but become part of a different
grandparent group (see Grandparent Level section below). Class B stockholders whose institutions are
merging with another financial institution should follow the Principal Member Level instructions below.
A Class B stockholder whose principal ICA, legal name or grandparent designation change as a result of the
merger will receive a new USERNAME and initial password from Computershare and must follow the
instructions sent to them to access their new stockholder account online. The account history will begin as of
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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 www.mastercard.com. in the Investor Relations section of the web site, click
on the “Class B Common Stock Information” link in the menu.
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Computershare’s Issuer Online
Transfer of Stock forms and Account Information Change forms, tax forms, Conversion and Sale forms and
Conversion and Transfer forms can be obtained from Computershare’s Issuer Online at
http://www.computershare.com/mastercard/in the “Downloadable Forms” section.
MasterCard Shareholder Services Contact Information:
Class B stockholders may obtain forms and assistance in completing forms by contacting MCSS.
MasterCard Worldwide
Purchase, NY 10577-2509
Email to: [email protected]
Tel: 1 (914) 249 4099
H
Effect of Certain Changes to Stockholder Account Information on Issuer Online Access
Changes to a Class B stockholder account primary ICA, legal name, or grandparent designation result in a
change to the Holder Number for the stockholder account. The Stockholder Contact of record will be mailed a
new USERNAME and initial password for the account by Computershare. The Stockholder Contact may
follow the instructions to re-register for access their institution’s stockholder account via the Internet at
http://www.computershare.com/mastercard/
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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.
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APPENDIX A
Dividend and Sale Proceeds Payment Delivery Options for
MasterCard Class B Stockholders located in the United States
Computershare is now offering a variety of options to MasterCard stockholders for the delivery of dividend payments
and sale proceeds from the Open Conversion and Sale program. Please see the descriptions of the options below
and complete the required form. If you choose option 2, 3 or4 fill out the appropriate form or create the letter from
the template and deliver to MasterCard Shareholder Services, by email or post. The form will be reviewed for
completeness and forwarded to Computershare for execution.
Future dividend payments will be delivered according to the instructions given on Forms A and B. Replacement
divided payments and Conversion and Sale payments require submission of a separate letter based on Template D.
Your signature acknowledges your agreement with the terms presented on the form/agreement and approves the
deduction of the appropriate fee from the net payment.
Dividend payment methods CANNOT be changed between the record date of a dividend and its payment date. To
ensure delivery of your dividend by the desired method submit forms at least 6 weeks prior to the next dividend
payment date.
1. Standard Method – No Action needed
The standard dividend delivery method is as a check mailed to the stockholder address of record by standard
mail. The standard method of delivery of sale proceeds from the Open Conversion and Sale Program is as a
check mailed to the stockholder address of record by courier mail (with tracking information).
2. Direct Deposit of dividends - via U.S. ACH network for electronic payments
Complete Form A –“Authorization for Electronic Funds Transfer – Credit”
NO FEE for this service
Stockholders that have a savings or checking account in a U.S. bank that participates in the ACH network for
the electronic transfer of funds, may complete Form A “Direct Deposit” form to have dividends delivered
electronically on the payment date of the dividend. Previously issued but un-cashed checks cannot be
delivered by Direct Deposit.
3. Wire transfer delivery of future dividends Use Template - “Payment Preference Template B”
FEE - $10.00 per wire transfer
Use template B to draft a letter on your institution’s letterhead requesting dividend delivery by wire.
Payments will be wired to an account designated by your institution on the payment date of the dividend.
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4. Delivery of replacement dividend payments or stock sale proceeds by wire transfer.
Use Template - “Payment Preference Template B”
FEE - $35 per wire transfer.
Use template B to draft a letter on your institution’s letterhead requesting delivery by wire of (i) the
aggregate of any un-cashed checks, or (ii) the net stock sale proceeds from your institution’s participation in
the Open Conversion and Sale program.
Forms A and Template B may be found in “Downloadable Forms” on Issuer Online – Computershare’s
stockholder website at www.computershare.com/mastercard/. If you have not registered for access to the
website, please contact Maria Haluska to obtain access codes and instructions.
Scan and email forms/letters to: [email protected]
or 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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APPENDIX B
Dividend and Sale Proceeds Payment Delivery Options for
MasterCard Class B Stockholders located outside the United States
Computershare is now offering a variety of options to MasterCard stockholders for the delivery of dividend payments
and sale proceeds from the Open Conversion and Sale program. Please see the descriptions of the options below
and complete the required form. If you choose option 2, 3, 4, 5, 6 or 7 fill out the appropriate form or create the
letter from the template and mail the original documents to: Maria Haluska, Shareholder Services, MasterCard, 2000
Purchase Street, Purchase, NY 10577-2509 USA or scam and email to [email protected]. The
request will be reviewed for completeness and forwarded to Computershare for execution.
Future dividend payments will be delivered according to the instructions given on Form/ template A, C, E or F.
Replacement divided payments and Conversion and Sale payments require submission of a separate letter based on
either Template E or F. Your signature acknowledges your agreement with the terms presented on the
form/agreement and approves the deduction of the appropriate fee from the payment prior to delivery.
Please note* If you request delivery of funds to a bank account within the United States, you must, (i) state the reason
for your request, and (ii) provide a copy of your institution’s Articles of Association. Submission of a request for
delivery of funds to a U.S. bank account without the additional documentation will cause your stock account to
become “NOT TAX CERTIFIED”.
Dividend payment methods CANNOT be changed between the record date of a dividend and its payment date. To
ensure delivery of your dividend by the desired method, you must submit forms at least 6 weeks prior to the next
dividend payment date.
5. Standard Method – No Action needed
The standard dividend delivery method is as a $USD denominated check mailed to the stockholder address of
record by standard mail. The standard method of delivery of sale proceeds from the Open Conversion and
Sale Program is as a $USD denominated check mailed to the stockholder address of record by courier mail
(with tracking information).
6. Direct Deposit of dividends - Payment in $USD only - via U.S. ACH network for electronic payments
Complete:
1) Form A –“Authorization for Electronic Funds Transfer – Credit”
2) Letter Template D – stating the reason for delivery to a U.S. bank account
3) Attach a copy of your institution’s Articles of Association or similar document
NO FEE for this service
Stockholders that have a savings or checking account in a U.S. bank that participates in the ACH network for
the electronic transfer of payments, may request direct deposit of dividends in $USD delivered electronically
on the payment date of the dividend. Previously issued but un-cashed checks cannot be delivered by Direct
Deposit.
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7. Wire delivery of future dividends in (USD only) to a bank account located in the United States
Complete:
1) Letter Template E - “PAYMENT PREFERENCE TEMPLATE E”
Payments will be delivered in USD to an account designated by your institution by wire transfer.
FEE - US$10.00 per wire
8. SWIFT delivery of future dividends to a bank account OUTSIDE the U.S.A.- Payment in USD only
Complete Letter Template F –“PAYMENT PREFERENCE TEMPLATE F”
Payments will be delivered in USD to an account designated by your institution by SWIFT. IBAN numbers are
required for SWIFT delivery of funds to certain countries – see Template F.
Per transfer fee of US 10.00 per delivery
9. 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 chosen .
10. Delivery of replacement dividend payments or stock sale proceeds (USD only) wire to a bank account
located in the United States.
Complete:
1) Letter Template E – “PAYMENT PREFERENCE TEMPLATE E”
FEE - US$35.00 per wire
For each replacement payment or sales proceeds payment by wire, use Template E to draft a letter on your
institution’s letterhead requesting delivery by wire of (i) the aggregate of any un-cashed dividend checks, or
(ii) the net stock sale proceeds from your institution’s participation in the Open Conversion and Sale
program, and (iii) to state the reason for delivery of funds to a U.S bank account.
11. Delivery of replacement dividend payments or Conversion and Sale proceeds (USD$ only) by SWIFT to a bank
account located OUTSIDE of the United States.
Complete Letter Template F – “PAYMENT PREFERENCE TEMPLATE F”
Per transfer fee of $US 35 per delivery
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For each replacement payment or sale proceeds payment by SWIFT, use Template F to draft a letter on your
institution’s letterhead requesting delivery of (i) the aggregate of any un-cashed dividend checks, or (ii) the
net stock sale proceeds from your institution’s participation in the Open Conversion and Sale program.
Forms A,C and Templates D, E and F may be found in “Downloadable Forms” on Issuer Online –
Computershare’s stockholder website at www.computershare.com/mastercard/. If you have not registered
for access to the website, please contact Maria Haluska to obtain access codes and instructions.
Scan and email forms to: [email protected] or 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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Title Appears Here in One to Four Lines

Transcription

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