Exhibit 99.1
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PROXY
[MASTERCARD LOGO]
MASTERCARD INTERNATIONAL INCORPORATED
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF PRINCIPAL, ASSOCIATION AND TRAVELERS CHEQUE MEMBERS
ON XXXXXX, 2002
The undersigned hereby constitute(s) and appoint(s) Lance L. Weaver, Robert W.
Selander and Noah J. Hanft, and each or any of them, attorneys and proxies of
the undersigned, with full power of substitution of each, and with all the
powers the undersigned would possess if personally present, to appear and vote
all voting interests in MasterCard International Incorporated the undersigned is
entitled to vote at the Special Meeting of Principal, Association and Travelers
Cheque Members of MasterCard International Incorporated to be held on XXXXXX,
2002, and at any adjournment thereof, upon the matters referred to in the Notice
of Meeting and Proxy Statement for said meeting and in their discretion upon
such other business as may properly come before the meeting or any adjournment.
The undersigned hereby revokes any proxies heretofore given and ratifies and
confirms all that each of said attorneys and proxies, or any substitute or
substitutes, shall lawfully do or cause to be done by reason thereof, upon the
matters referred to in the Notice of Meeting and Proxy Statement for said
meeting.
This proxy when properly executed will be voted in the manner directed, or if no
choice is specified, "FOR" the proposal listed on the reverse side.
Discretionary authority is hereby conferred as to all other matters that may
come before the meeting.
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SEE REVERSE
SIDE
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL.
SPECIAL MEETING OF PRINCIPAL, ASSOCIATION
AND TRAVELERS CHEQUE MEMBERS [MasterCard Logo]
XXXXXX, 2002 AT 9:00 A.M.
At Our Offices
2000 Purchase Street
Purchase, New York 10577
INSTRUCTIONS FOR VOTING YOUR PROXY
THERE ARE THREE WAYS TO VOTE YOUR PROXY
TELEPHONE VOTING
This method of voting is available for principal, association and travelers
cheque members located in the U.S. and Canada. On a touch tone telephone, call
TOLL FREE 1-800-849- 5629, 24 hours a day, 7 days a week. You will be asked to
enter ONLY the CONTROL NUMBER shown below. Have your proxy card ready, then fol-
low the prerecorded instructions. Your vote will be confirmed and cast as you
directed. Available 24 hours a day, 7 days a week until 5:00 p.m. Eastern time
on XXXXXX, 2002.
INTERNET VOTING
Pursuant to Section 212(c) of the Delaware General Corporation Law, principal,
association and travelers cheque members may validly grant proxies over the
Internet. Your Internet vote authorizes the named proxies on the proxy card to
vote your interests in the same manner as if you had returned your proxy card.
Visit the Internet voting website at HTTP://PROXY.GEORGESON.COM. Enter the
COMPANY NUMBER AND CONTROL NUMBER shown below and follow the instructions on
your screen. Available 24 hours a day, 7 days a week until 5:00 p.m. Eastern
time on XXXXXX, 2002.
VOTING BY MAIL
Simply mark, sign and date your proxy card and return it in the reply envelope
enclosed.
COMPANY NUMBER CONTROL NUMBER
IF YOU ARE VOTING BY TELEPHONE OR THE INTERNET, PLEASE DO NOT MAIL
YOUR PROXY CARD
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
PLEASE MARK
VOTES AS IN
[X] THIS EXAMPLE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BELOW.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL.
MASTERCARD INTERNATIONAL'S BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
PROPOSAL LISTED BELOW.
1. To approve a plan of conversion that will convert MasterCard International
into a non-stock corporation that is a subsidiary of a stock holding
company, MasterCard Incorporated.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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Principal ICA Number(s)
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Number of Current MasterCard International Member Votes
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Authorized Signature
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Date
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Type or Print Name of Person Signing
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Type or Print Title of Person Signing
Set forth below is the aggregate number of shares of class A redeemable and
class B convertible common stock of MasterCard Incorporated to be owned by the
member named herein immediately after the conversion and integration. The
figures include the number of shares issued in connection with the Europay
integration and reflect the results of the initial reallocation of shares
pursuant to the new global proxy formula that is being undertaken in connection
with, and as an integral component of, the conversion and integration. The
member's vote is not sought for the integration.
On the closing date of the conversion and integration, you will be issued shares
in respect of activity under ICA numbers that are entitled to be attributed to
you as of the closing date. Accordingly, the number of shares set forth on this
proxy card may be adjusted to reflect changes in the attribution of ICA numbers
to principal members or the termination of principal members between the date
of this proxy card and the closing date.
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Shares of class A redeemable common stock
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Shares of class B common convertible stock
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Member Name