Contact:
Sharon Gamsin, 1-914-249-3155, sgamsin@mastercard.com
MasterCard Announces Plans for
New Governance and Ownership
Moves to Broaden Ownership and
Create a Board with a Majority of Independent Directors
Purchase, NY, August 31, 2005 - MasterCard Incorporated today announced plans for a new corporate
governance and open ownership structure that will include the appointment of a new board of
directors comprised of a majority of independent directors, the establishment of a charitable
foundation and a transition to being a publicly traded company.
Under the new corporate governance and ownership structure, MasterCards current shareholders,
approximately 1,400 financial institutions worldwide, are expected to retain a 41% equity interest
in MasterCard Incorporated through their ownership of non-voting Class B common stock. In addition,
existing shareholders will receive Class M common stock that will have no economic rights but will
provide them with certain rights, including the right to elect several directors from financial
institutions around the world.
MasterCard also intends to issue shares of voting Class A common stock to public investors through
an initial public offering. Upon successful completion of the offering, these public investors will
hold shares representing an expected 49% of the companys equity and 83% of its voting rights.
Additional shares of Class A common stock, representing an expected 10% of the companys equity and
the remainder of its voting rights, will be issued to a new MasterCard charitable foundation.
MasterCard intends to use a portion of the net proceeds from the proposed initial public offering
to redeem shares of Class B common stock from its existing
financial institution shareholders. Implementation of the new corporate governance and ownership structure is subject to various
contingencies, including shareholder approval and the requisite regulatory filings.
This press release is not an offer to sell, nor a solicitation of an offer to buy, any securities.
Any offer will be made only by means of a prospectus contained in a registration statement that
will be filed with the U.S. Securities and Exchange Commission.
Additional Information and Where You Can Find It:
This communication is being made in respect of MasterCards proposed new corporate governance and
ownership structure, including the proposed amendment and restatement of the certificate of
incorporation and by-laws of MasterCard Incorporated (the Proposals). In connection with the
Proposals, MasterCard Incorporated intends to prepare a proxy statement for its shareholders to be
filed with the U.S. Securities and Exchange Commission (SEC) and may be filing other documents
regarding the Proposals with the SEC as well. Before making any voting decision, shareholders are
urged to read the proxy statement regarding the Proposals and any other relevant documents
carefully in their entirety when they become