Series A, B and C Convertible Participating Preferred Stock Information

This webpage is for holders of Series A, B and C Convertible Participating Preferred Stock (the “Series A, Series B and Series C Preferred Stock”) of Visa Inc. (the "Company") related to the Company’s acquisition of Visa Europe Limited and those parties interested in transferring their Preferred Stock to another party.

June 21, 2022 Release Assessment

The second release assessment of the Series B and Series C Preferred Stock occurred on June 21, 2022, the sixth anniversary of the closing of the Visa Europe transaction. As required by the Litigation Management Deed (the “LMD”), at each release assessment, Visa, in consultation with the Litigation Management Committee comprising representatives of former Visa Europe members (the “LMC”), performs a conservative assessment of the ongoing risk of liability to Visa and its subsidiaries arising from certain existing and potential litigation relating to the setting of multilateral interchange fee rates in the Visa Europe territory. The final determination of the release amount was announced on July 8, 2022.

The process was as follows: Visa made “Conversion Adjustments” to the Class A Common Equivalent Numbers separately for the B and C Series Preferred Stock. On the deposit date, Visa’s transfer agent, EQ Shareowner Services, deposited Series A Preferred Stock proportional to the release amounts into the account for the stockholders based on their ownership as of the record date. Holders received a notification outlining the Conversion Adjustment calculation and setting forth the record date and deposit date.

As described in the Certificates of Designations, the number of shares of Series A Preferred Stock issued to each holder was equal to the Liability Coverage Reduction Amount divided by the number of shares of the applicable series of Preferred Stock then outstanding divided by the per-share Fair Market Value of the Class A Common Stock as of June 21, 2022, divided by 100. After the issuance of Series A Preferred Stock, the Class A Common Equivalent Numbers for each series of Preferred Stock were commensurately reduced to reflect that the Conversion Adjustments had taken place. Notice of the adjustment is posted on this website below.

The holders of Series B and Series C Preferred Stock will receive whole shares of Series A Preferred Stock and any fractional shares were paid in cash equal to such fractional amount multiplied by 100 times the Fair Market Value per share of the applicable class of stock, as of June 21, 2022. Each Series A Preferred Stock can be automatically converted into one hundred (100) shares of freely tradeable Class A Common Stock in connection with a sale by the holder or transferred to a person eligible to hold Class A Common Stock.

Please refer to the Series A, B and C Convertible Participating Preferred Stock (FAQs) for more information and to review the most commonly requested information and background relating to ownership rights, conversions and adjustments, and limitations on transfers of our Series B and C Preferred Stock.

Series A, B and C Preferred Stock

The Certificates of Designation for each of the Series A, B and C Preferred Stock are available at the links below:

Pursuant to the applicable Certificate of Designations for the Series A, B and C Preferred Stock, shares of Series A, Series B and Series C Preferred stock may only be transferred in specified circumstances described below under the heading “Permitted Transfers.”

NOTE THAT THE PREFERRED STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, AND THAT THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THE CERTIFICATES OF DESIGNATIONS WITH RESPECT TO SUCH SHARES, A COPY OF WHICH IS ON FILE WITH THE COMPANY'S CORPORATE SECRETARY. THERE IS NO PUBLIC MARKET FOR THE SHARES OF PREFERRED STOCK AND NONE IS EXPECTED TO DEVELOP. ACCORDINGLY, IT MAY NOT BE POSSIBLE FOR ANY HOLDER TO LIQUIDATE ITS HOLDING OF PREFERRED STOCK UNTIL CONVERTED AS SET OUT IN THE CERTIFICATES OF DESIGNATIONS.

We have identified several scenarios that are most relevant and applicable to the holders of our Series A, B and C Preferred Stock, and this web page is intended to assist those stockholders: (1) to determine whether their proposed transfer scenario is permitted; and (2) to obtain the forms needed to commence the transfer request process.

Permitted Transfers

The following are permitted transfers (“Permitted Transfers”) under the Certificates of Designations for Series A, B and C Preferred Stock, and may be arranged through EQ Shareowner Services, Visa’s Transfer Agent, using the guidance on this webpage:

  1. Transfers to any person entitled to receive shares of Series A, B or C Preferred Stock under the Amended and Restated Transaction Agreement, dated May 10, 2016, between the Company and Visa Europe Limited;
  2. Transfers to any eligible holder of Class B common stock of the Company (in accordance with the current Amended and Restated Certificate of Incorporation of the Company);
  3. Transfers to such holder’s Group Members (as defined below);
  4. To effect a corporate name change; or
  5. Sales of Series A Preferred Stock to the public market.

A “Group Member” means any person who directly or indirectly (a) wholly owns the transferring holder, (b) is wholly owned by the transferring holder or (c) is wholly owned by any person that directly or indirectly wholly owns the transferring holder.

For information on Permitted Transfers not addressed on this website, please contact Visa's Transfer Agent, EQ Shareowner Services at the number listed below.

Please visit the Shareowner Online website at www.shareowneronline.com where you can access your shareowner account information, change your registered address, update your email address, sign up for wire transfers of your dividend payments, request replacements for outstanding checks, and sign up for e-delivery of your account statement and tax forms.

If, having reviewed all of the terms and conditions related to Permitted Transfers, you have determined that you wish to effect a transfer of Series A, B or C Preferred Stock, please use the documentation provided through the links below.

Forms

  1. To conduct transfers to another holder of Series A, B or C Preferred Stock (as applicable), please use the following documents:
  2. To conduct transfers to an eligible holder of Class B common stock of the Company, please use the following documents:
  3. To conduct transfers to a Group Member, please use the following documents:
  4. To effect a corporate name change for holders of Series A, B or C Preferred Stock, please use the following documents:
    • Corporate Name Change documents including an Officer's Certificate, a Legal Name Change Form,W-9 or W-8BEN-E (or the appropriate Form W-8 for your institution) and comprehensive Procedures to complete the Officer's Certificate and Legal Name Change Form
  5. To conduct a conversion and sale of Series A Preferred Stock to the public market, please visit EQ’s website at:

All originally executed documents must be delivered to EQ Shareowner Services via mail or courier at the following address:

Via Mail:

EQ Shareowner Services
P.O. Box 64874
St. Paul, MN 55164-0874

Via Courier:

EQ Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120

Telephone: From within the U.S. 1-866-456-9417
Telephone: From outside the U.S. +1-651-306-4433

Email:
[email protected]

Please refer to the table below for the current Class A Common Equivalent Number for the Series A, B and C Preferred Stock, respectively.

Date

Series A – Class A Common Equivalent Number

September 24, 2020

100.000

Date

Series B – Class A Common Equivalent Number

June 21, 2016

13.952

February 14, 2017

13.388

May 17, 2017

13.077

November 20, 2017

12.966

May 21, 2018

12.955

November 28, 2018

12.939

May 29, 2019

12.936

May 14, 2020

12.775

September 24, 2020

6.387

November 24, 2020

6.368

May 25, 2021

6.321

November 30, 2021

6.271

June 1, 2022

6.055

July 29, 2022

2.971

November 30, 2022

2.958

June 6, 2023

2.937

December 6, 2023

 

2.903

 


Date

Series C – Class A Common Equivalent Number

June 21, 2016

13.952

February 14, 2017

13.948

November 20, 2017

13.893

May 21, 2018

13.888

November 28, 2018

13.886

May 29, 2019

13.884

May 14, 2020

13.722

September 24, 2020

6.861

November 24, 2020

6.853

May 25, 2021

6.834

November 30, 2021

6.829

June 1, 2022

6.824

July 29, 2022

3.645

November 30, 2022

3.634

June 6, 2023

3.629

December 6, 2023

 

3.625

 

The Company’s Class A Common Equivalent Number for Series B and Series C Preferred Stock may be adjusted from time to time in connection with release assessments or to compensate the Company for any losses arising out of or resulting from Covered Claims, under the terms of the Litigation Management Deed, dated June 21, 2016.

You can access the FAQ materials through the following link:

If you have any questions regarding the rights and responsibilities of Series A, B and C Preferred Stockholders or the procedures and forms needed to transfer stock, please refer to the FAQ materials through the link above or contact EQ Shareowner Services , where representatives are available to answer your questions and provide assistance.

www.shareowneronline.com