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MasterCard Announces Annual Meeting Results; Stockholders Approve All Proposals and Re-Elect Two Members to Board of Directors

MasterCard Board of Directors Announces Regular Quarterly Dividend

PURCHASE, N.Y., June 7 /PRNewswire-FirstCall/ -- 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.

(Logo: http://www.newscom.com/cgi-bin/prnh/20061031/MCLOGO )

    Holders of the company's Class A common stock:
  • reelected Class A Directors Nancy Karch, Director Emeritus, McKinsey & Company, and Edward Suning Tian, Chairman, China Broadband Capital Partners, L.P.;
  • approved the Amended and Restated MasterCard Incorporated 2006 Long Term Incentive Plan; and,
  • ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2007.

In addition, Class A, Class B and Class M stockholders approved an amendment to the MasterCard Incorporated amended and restated certificate of incorporation designed to facilitate an accelerated and orderly conversion of Class B common stock into Class A common stock for subsequent sale.

Based upon a previously announced Board decision that was contingent upon today's stockholder approval of the amendment to the certificate of incorporation, the company expects to proceed with two additional items in 2007: conversion of up to 13.4 million shares of Class B common stock into Class A common stock, and repurchase of up to $500 million of Class A common stock in open-market transactions.

Addressing stockholders on the company's business, MasterCard President and Chief Executive Officer Robert W. Selander said the expansion of electronic payments worldwide provides tremendous opportunity and MasterCard is well positioned to meet the needs of an increasingly global constituency.

"Fundamental to our business is the fact that we offer a range of innovative payment options to meet the evolving needs of modern, global commerce," commented Selander. "Through our unified, global organization, our integrated global processing platform and our unique knowledge and insight, we will continue to advance commerce globally, driving profitable growth for our customers and delivering value to our shareholders."

Following the annual meeting, MasterCard announced that Norman McLuskie, Class M Director and former Chairman, Retail Direct of The Royal Bank of Scotland Group, concluded his service as a member of the Board of Directors. Mr. McLuskie served with distinction as a MasterCard director since 2000.

"Norman has been an integral part of MasterCard's historic transformation from a privately held company to a publicly traded company," said Richard Haythornthwaite, Chairman of the Board of Directors of MasterCard

Incorporated. "We are grateful for his years of dedicated service and wish him the best in his future endeavors."

MasterCard's Board of Directors also declared a cash dividend of $0.15 per share, payable on August 10, 2007, to holders of record of its Class A common stock and Class B common stock as of July 3, 2007.

About MasterCard Incorporated

MasterCard Incorporated advances global commerce by providing a critical economic link among financial institutions, businesses, cardholders and merchants worldwide. As a franchisor, processor and advisor, MasterCard develops and markets payment solutions, processes over 16 billion transactions each year, and provides industry-leading analysis and consulting services to financial institution customers and merchants. Through its family of brands, including MasterCard(R), Maestro(R) and Cirrus(R), MasterCard serves consumers and businesses in more than 210 countries and territories. For more information go to www.mastercard.com.

SOURCE MasterCard Incorporated

Media Relations: Chris Monteiro, chris_monteiro@mastercard.com,
+1-914-249-5826, or Investor Relations: Barbara Gasper,
investor_relations@mastercard.com, +1-914-249-4565,
both of MasterCard Incorporated