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E-mail: investor_relations@mastercard.com
Phone: 914-249-4565

Transfer Agent

EQ Shareowner Services

Online
www.Shareowneronline.com

Telephone
Shareowner Relations Specialists are available Monday – Friday, from 7:00 a.m. to 7:00 p.m. Central Standard Time.
Toll-Free: 800-837-7579
Outside the United States: 651-450-4064

Written Correspondence
EQ Shareowner Services
P.O. Box 64874
St. Paul, MN 55164

Certified and Overnight Delivery
EQ Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55180

Acquisition

IMPORTANT NOTICE

Cash offer for Earthport Plc ("Earthport") by Mastercard UK Holdco Limited ("Bidco"), an indirectly wholly-owned subsidiary of Mastercard Incorporated ("Mastercard")

THIS SECTION OF THE WEBSITE (THE "MICROSITE") CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE "INFORMATION") PUBLISHED BY BIDCO, MASTERCARD AND/OR EARTHPORT IN CONNECTION WITH THE ACQUISITION.  THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

If you would like access to the Information please read this notice carefully – it applies to all persons who view this Microsite and, depending on where you live, it may affect your rights or responsibilities.  Mastercard and Bidco reserve the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the Microsite.  In addition, the contents of the Microsite may be amended at any time in whole or in part at the sole discretion of Mastercard or Bidco.

Basis of access

The Information is not intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of or an invitation or the solicitation of an offer to purchase or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the Acquisition or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The Information speaks only at the date of the relevant document or announcement and Mastercard and Bidco have, and accept, no responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation).

If you are in doubt about the contents of this Microsite or the action you should take, you should seek advice from an independent financial adviser authorised and regulated in the United Kingdom by the Financial Conduct Authority or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser as to the suitability of any action.

The Information contained in this Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Mastercard, Bidco and/or Earthport.

Responsibility

In relation to any Information contained in this Microsite, the only responsibility accepted by Mastercard, Bidco and their respective directors is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

Neither Mastercard, Bidco nor any of their respective directors have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any Information contained on any other website which may be linked to this Microsite by a third party.

Overseas Persons

The release, publication or distribution of the Information in or into certain jurisdictions other than the UK may be restricted by law. The Information is not for publication or distribution, directly or indirectly, in or into any jurisdiction where in the reasonable opinion of Bidco or Mastercard, local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for Bidco or Mastercard if the Acquisition or information concerning the Acquisition is sent or made available in that jurisdiction (each a "Restricted Jurisdiction"), accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials. Any person resident or located outside the United Kingdom who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction.

If you are not resident or located in a Restricted Jurisdiction, you may access the Information but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction.

By clicking "CONFIRM" below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that Mastercard and Bidco are lawfully entitled to make the content of any Information available to you under applicable securities laws.  If you are unable to give this representation, do not view the Information.

If you are not permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this Microsite and seek independent advice.  Mastercard, Bidco and its advisers do not assume any responsibility for any violation by any person of any of these restrictions.

This Microsite contains Information that has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

Forward‑looking statements

The Information may contain certain "forward‑looking statements" regarding the financial position, business strategy or plans for future operations of Mastercard, Earthport and their respective group of companies.  All statements other than statements of historical fact included in any document may be forward‑looking statements.  Forward‑looking statements also often use words such as "believe", "expect", "estimate", "intend", "anticipate" and words of a similar meaning.  By their nature, forward‑looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them.  Much of the risk and uncertainty relates to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of the relevant document.  Mastercard and Bidco assume no obligation to, and do not intend to, revise or update any forward‑looking statements, except as required pursuant to applicable law or regulation.

Unless expressly stated otherwise, no statement in this Microsite is intended to constitute a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Mastercard, Bidco or Earthport as appropriate.

Acceptance of disclaimer

If you are not resident or located in a Restricted Jurisdiction and are able to give the confirmations set out below, please click on "CONFIRM".

Confirmation of understanding and acceptance

In order to view the materials on this Microsite, by clicking on the "CONFIRM" box below, you are making the following confirmations:

  1. I have read and understood the notice set out above and agree to be bound by its terms;
  2. I am a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the Information does not constitute a violation of the relevant laws of such jurisdiction and I am not acting on behalf of someone who is resident or located in a Restricted Jurisdiction; and
  3. I will not copy, forward, transfer or distribute the Information to any person who is resident or located in a Restricted Jurisdiction.

If you are not able to give these confirmations (as applicable), you should click on "DECLINE" below and we cannot provide you with the information contained on this Microsite.

CONFIRMDECLINE

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