First Data Corporation
225 Liberty Street, 29th Floor
New
York, New York 10281
NOTICE OF ACTION BY WRITTEN CONSENT OF STOCKHOLDERS
March 18, 2019
To the Class A
Stockholders of First Data Corporation:
First Data Corporation, a Delaware corporation (
First Data
), hereby gives notice that its
stockholders, acting by written consent in lieu of a meeting pursuant to Section 228 of the General Corporation Law of the State of Delaware, as amended (the
DGCL
), have approved:
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(i)
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the adoption of the Agreement and Plan of Merger, dated as of January 16, 2019 (the
Merger
Agreement
), by and among First Data, Fiserv, Inc., a Wisconsin corporation (
Fiserv
) and 300 Holdings, Inc., a Delaware corporation (
Merger Sub
), pursuant to which Merger Sub will merge with and into
First Data (the
Merger
), with First Data surviving the Merger as a direct, wholly owned subsidiary of Fiserv; and
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(ii)
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the adoption of the following resolution, on a non-binding, advisory basis:
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RESOLVED, that the compensation that will or may be made to First Datas named executive officers in connection with the Merger,
and the agreements or understandings pursuant to which such compensation will or may be made, in each case, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading
The MergerInterests of Certain First Data Directors
and Executive Officers in the Merger
beginning on page 132 of the Joint Proxy and Consent Solicitation Statement/Prospectus, dated March 14, 2019, which is part of the Registration Statement on Form S-4 (No. 333-229689) of Fiserv are
hereby APPROVED.
First Data has received written consents in favor of the adoption of the Merger Agreement and the adoption of the resolution
regarding certain Merger-related executive officer compensation payments that will or may be made to First Datas named executive officers in
connection with the Merger from the holders of a majority of the total aggregate voting power
of the shares of Class A common stock of First Data, par value $0.01 per share and Class B common stock of First Data, par value $0.01 per share (collectively, the
First Data Common Stock
), voting together as a single
class, as of the record date of March 11, 2019, constituting the requisite approval of these matters by First Datas stockholders under the DGCL. All previously delivered written consents of First Datas stockholders therefore have
become irrevocable.
At the effective time of the Merger (the
Effective Time
), each share of First Data Common Stock issued and
outstanding immediately prior to the Effective Time (other than certain excluded shares) will be converted into the right to receive, without interest and subject to any applicable withholding taxes, 0.303 of a share of common stock of Fiserv, par
value $0.01 per share (
Fiserv Common Stock
), on the terms and subject to the conditions set forth in the Merger Agreement, including the closing of the Merger.
The shares of Fiserv Common Stock to be issued in the Merger will be listed on the NASDAQ Global Select Market under the symbol FISV. The closing
of the Merger remains subject to the satisfaction or waiver of customary closing conditions.
Important Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or
approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.