Guide to Class B Stock
Ownership,Trading and
Conversion
Prepared by: MasterCard Shareholder Services, Law Department
Last Update: September 2013
Version: V9
269400.1
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
ii
269400.1
© 2013 MasterCard Incorporated
Guide to Class B Stock Ownership, Trading and Conversion v8 February 2013
256363.1
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
iii
269400.1
© 2013 MasterCard Incorporated
Guide to Class B Stock Ownership, Trading and Conversion v8 February 2013
256363.1
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.mastercardworldwide.com to obtain the latest version of the Guide.
HU
UH
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.
U
U
U
U
Class B stock is not publicly traded stock and may be owned by eligible members of MasterCard International
Incorporated only.
U
U
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).
1
269400.1
© 2013 MasterCard Incorporated
Guide to Class B Stock Ownership, Trading and Conversion v8 February 2013
256363.1
Obligations of Class B Stock Ownership
Class B stockholders are not required to own a minimum number of shares of Class B stock. Class B
stockholders must maintain their MasterCard International Incorporated Class A membership or affiliate
membership in good standing in order to continue to be eligible to own Class B stock.
Actions that May Affect Eligibility to Own Class B Stock
A stockholder’s eligibility is determined by its membership. A stockholder must be aware that changes to its
MasterCard membership or licenses may affect its eligibility to own Class B stock. For a comprehensive
explanation of the impact of licensing changes on eligibility, please see the section on “Actions That Require
Class B Stockholder Account Changes” and the “Stock Conversion” below. Class B stockholders that become
ineligible to own MasterCard Class B common stock must dispose of their shares of Class B common stock
promptly by sale to an eligible member or in the Open Conversion Program.
Conversion of MasterCard Class B Common Stock
Pursuant to Article IV Section 4.3 (D)(1)(A) of the MasterCard Incorporated Amended and Restated
Certificate of Incorporation dated June 10, 2009 MasterCard Class B stockholders have the right to convert
their shares of MasterCard Class B stock into an equal number of shares of MasterCard Class A stock for
prompt disposal to the public. Please see the “Conversion of Stock” section below for more information.
MasterCard Incorporated Class M Common Stock
On June 1, 2010, the percentage of shares of Class B stock first dropped below 15% of the aggregate
outstanding shares of the Class A stock and Class B stock. Accordingly, pursuant to Article IV Section
4.3(G)(2)(b) of the MasterCard Incorporated Amended and Restated Certificate of Incorporation dated June
10, 2009, all outstanding shares of MasterCard Incorporated Class M common stock were automatically
transferred to MasterCard Incorporated and are no longer available for issue or reissue.
The MasterCard Stock Register
Computershare Shareowner Services “Computershare” is MasterCard’s transfer agent and the custodian of the
Class A stock register and the Class B stock register of MasterCard Incorporated. MasterCard stock is book
entry only; no stock certificates will be delivered to stockholders. The stock register maintained by
Computershare records each stockholder’s holdings and stockholder account information. The stock register is
the authoritative source of the list of stockholders of MasterCard.
Communicating with MasterCard’s Transfer Agent
Computershare provides customer service via mail and telephone. To ensure privacy of your stock holding
information, Computershare will ask you to provide accurate stockholder account information for the purpose
of validating your identity prior to responding to your inquiry. If you do not know your stockholder account
information [Holder Number, stockholder account address, and name of stockholder contact/authorized
signatory] you may obtain this information from MasterCard Shareholder Services (“ MCSS”) prior to
contacting Computershare. Please see “Computershare Customer Service”.
2
269400.1
© 2013 MasterCard Incorporated
Guide to Class B Stock Ownership, Trading and Conversion v8 February 2013
256363.1
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@mastercard.com,
by telephone at 914 249 4099 or by mail to:
H
H
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@mastercard.com containing the website’s URL, your new USERNAME and initial
password. If you have not received the URL, USERNAME and password, please email
shareholder_services@mastercard.com and request them.
At your first log-on after February 18, 2013, you will be asked to create three (3) security questions and
answers and change your password to one of your own choosing. Please do not share your password. Please
save your USERNAME, password, questions and answers to security questions in a safe place for future
access to your institution’s stock account.
If you forget your USERNAME or your Password, you may follow the instructions on 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.
3
269400.1
© 2013 MasterCard Incorporated
Guide to Class B Stock Ownership, Trading and Conversion v8 February 2013
256363.1
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@mastercard.com. 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.
U
U
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@mastercard.com. Or you may contact Shareholder Services at + (914) 249
4099 to have forms and instructions emailed to you.
4
269400.1
© 2013 MasterCard Incorporated
Guide to Class B Stock Ownership, Trading and Conversion v8 February 2013
256363.1
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@mastercard.com for assistance.
5
269400.1
© 2013 MasterCard Incorporated
Guide to Class B Stock Ownership, Trading and Conversion v8 February 2013
256363.1
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.
6
269400.1
© 2013 MasterCard Incorporated
Guide to Class B Stock Ownership, Trading and Conversion v8 February 2013
256363.1
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 W9 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:
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.
7
269400.1
© 2013 MasterCard Incorporated
Guide to Class B Stock Ownership, Trading and Conversion v8 February 2013
256363.1
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
8
269400.1
© 2013 MasterCard Incorporated
Guide to Class B Stock Ownership, Trading and Conversion v8 February 2013
256363.1
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.
9
269400.1
© 2013 MasterCard Incorporated
Guide to Class B Stock Ownership, Trading and Conversion v8 February 2013
256363.1
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.
10
269400.1
© 2013 MasterCard Incorporated
Guide to Class B Stock Ownership, Trading and Conversion v8 February 2013
256363.1
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.
11
269400.1
© 2013 MasterCard Incorporated
Guide to Class B Stock Ownership, Trading and Conversion v8 February 2013
256363.1
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.
U
U
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 IssuerOnline.
U
U
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.
U
U
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
12
269400.1
© 2013 MasterCard Incorporated
Guide to Class B Stock Ownership, Trading and Conversion v8 February 2013
256363.1
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.
13
269400.1
© 2013 MasterCard Incorporated
Guide to Class B Stock Ownership, Trading and Conversion v8 February 2013
256363.1
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.mastercardworldwide.com. in the Investor Relations section of the web
site, click on the “Class B Common Stock Information” link in the menu.
HU
UH
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 Shareholder Services
MasterCard Worldwide
2000 Purchase Street
Purchase, NY 10577-2509
Email to: shareholder_services@mastercard.com
Tel: 1 (914) 249 4099
H
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 at
www.computershare.com/mastercard/.
U
14
269400.1
© 2013 MasterCard Incorporated
Guide to Class B Stock Ownership, Trading and Conversion v8 February 2013
256363.1
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 shareholder_services@mastercard.com, or via telephone at
+(914) 249 4099 to confirm that a potential buyer is eligible to own MasterCard Class B stock and has the capacity to
purchase the number of MasterCard Class B shares desired.
Stock Negotiations, Execution of Transfer of Stock and Delivery of Payment for Stock
Negotiations for the sale of Class B stock will be conducted privately by the parties. After
completion of the negotiation, the parties to the stock sale must deliver a valid, fully-executed Transfer of
Stock form to MCSS for approval and forwarding to Computershare. Stock transfers are not deemed
completed until the transfer has been executed by Computershare and recorded in MasterCard’s stock register.
Computershare requires up to 10 business days to execute a transfer after receipt of an approved Transfer of
Stock from MCSS. The parties to the stock sale should include terms for the delivery of payment in their
negotiation. MasterCard will not provide escrow services for the delivery of payment for stock sold.
15
269400.1
© 2013 MasterCard Incorporated
Guide to Class B Stock Ownership, Trading and Conversion v8 February 2013
256363.1
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 $US 10.00 for SWIFT/Wire
16
269400.1
© 2013 MasterCard Incorporated
Guide to Class B Stock Ownership, Trading and Conversion v8 February 2013
256363.1
4. Delivery of dividends in selected currencies other that USD$ 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
MasterCard Shareholder Services
2000 Purchase Street
Purchase, New York 10577-2509
Telephone: +1 914 249 4099
if you have any questions, please don’t hesitate to contact Maria Haluska at shareholder_services@mastercard.com
or by phone (+1 914 249 5313 or +1 914 249 4099)
17
269400.1
© 2013 MasterCard Incorporated
Guide to Class B Stock Ownership, Trading and Conversion v8 February 2013
256363.1