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Press release from Business Wire

MasterCard Announces Annual Meeting Results

<p class='bwalignc'> <b>Stockholders Re-Elect Eight Members to Board of Directors</b> </p>

Tuesday, June 05, 2012

MasterCard Announces Annual Meeting Results09:46 EDT Tuesday, June 05, 2012 PURCHASE, N.Y. (Business Wire) -- MasterCard Incorporated (NYSE:MA) announced the results of its Annual Meeting of Stockholders, held earlier today at the Company's worldwide headquarters in Purchase, NY. At the meeting: the following directors were re-elected with a term to expire in 2013: Ajay Banga, President and Chief Executive Officer, MasterCard Incorporated; David R. Carlucci, Former Chairman and Chief Executive Officer, IMS Health Incorporated; Steven J. Freiberg, Chief Executive Officer, E*TRADE Financial Corporation; Richard Haythornthwaite, Chairman of the Board, MasterCard Incorporated, Non-Executive Chairman, Network Rail; Marc Olivié, President and Chief Executive Officer, W.C. Bradley Co.; Rima Qureshi, Senior Vice President and Business Unit Head, CDMA Mobile Systems, Ericsson; Mark Schwartz, Chairman, MissionPoint Capital Partners, LLC; Jackson P. Tai, Former Vice Chairman and Chief Executive Officer, DBS Group and DBS Bank, Ltd.; the compensation of MasterCard's executive officers' compensation was approved on an advisory basis; the Company's non-employee director equity compensation and employee long-term incentive plan, each as amended and restated, were both approved; and the appointment of PricewaterhouseCoopers, LLP as the Company's independent registered public accounting firm for 2012 was ratified. Addressing stockholders on the Company's business, MasterCard President and Chief Executive Officer Ajay Banga noted that the Company's global reach continues to drive momentum. “We continue to grow, diversify and build our business as consumers, governments and businesses move from paper-based transactions to more efficient forms of electronic payments. With 85 percent of the world's transactions still made with cash and checks, we remain focused on delivering innovative products and solutions and working toward our vision of a world beyond cash that will make payments, safer, simpler and smarter.” About MasterCard IncorporatedMasterCard (NYSE: MA), www.mastercard.com,is a global payments and technology company. It operates the world's fastest payments processing network, connecting consumers, financial institutions, merchants, governments and businesses in more than 210 countries and territories. MasterCard's products and solutions make everyday commerce activities – such as shopping, traveling, running a business and managing finances – easier, more secure and more efficient for everyone. Follow us on Twitter @MasterCardNews, join the discussion on the Cashless Conversations Blog and subscribe for the latest news. Forward-Looking Statements Statements in this press release which are not historical facts, including statements about MasterCard's plans, strategies, beliefs and expectations, are forward-looking and subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements speak only as of the date they are made. Accordingly, except for the company's ongoing obligations under the U.S. federal securities laws, the company does not intend to update or otherwise revise the forward-looking information to reflect actual results of operations, changes in financial condition, changes in estimates, expectations or assumptions, changes in general economic or industry conditions or other circumstances arising and/or existing since the preparation of this press release or to reflect the occurrence of any unanticipated events. Forward-looking statements include, without limitation, statements relating to MasterCard's focus on growing, diversifying and building its business and delivering innovative products and solutions. Actual results may differ materially from such forward-looking statements for a number of reasons, including those set forth in the company's filings with the Securities and Exchange Commission (SEC), including the company's Annual Report on Form 10-K for the year ended December 31, 2011, the company's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that have been filed with the SEC during 2012, as well as reasons including difficulties, delays or the inability of the company to achieve its strategic initiatives set forth above. Factors other than those listed above could also cause the company's results to differ materially from expected results. MasterCardInvestor Relations:Barbara Gasper, 914-249-4565investor_relations@mastercard.comorMedia Relations:Jim Issokson, 914-249-6286james_issokson@mastercard.com