Confidential Information Memorandum

September 2017 Vantiv, LLC

$600MM Incremental Revolver $1,605MM Incremental Term Loan A $1,270,000,000 Incremental Term Loan B $761MM Term Loan B Repricing Term Loan B Joint Lead Arrangers

Revolver & Term Loan A Joint Lead Arrangers

Documentation Agents

Special Notice Regarding Publicly Available Information

THE COMPANY HAS REPRESENTED THAT THE INFORMATION CONTAINED IN THIS CONFIDENTIAL INFORMATION MEMORANDUM IS EITHER PUBLICLY AVAILABLE OR DOES NOT CONSTITUTE MATERIAL NON- PUBLIC INFORMATION WITH RESPECT TO THE COMPANY OR ITS SECURITIES. THE RECIPIENT OF THIS CONFIDENTIAL INFORMATION MEMORANDUM HAS STATED THAT IT DOES NOT WISH TO RECEIVE MATERIAL NON-PUBLIC INFORMATION WITH RESPECT TO THE COMPANY OR ITS SECURITIES AND ACKNOWLEDGES THAT OTHER LENDERS HAVE RECEIVED A CONFIDENTIAL INFORMATION MEMORANDUM THAT CONTAINS ADDITIONAL INFORMATION WITH RESPECT TO THE COMPANY OR ITS SECURITIES THAT MAY BE MATERIAL. NEITHER THE COMPANY NOR THE ARRANGER TAKES ANY RESPONSIBILITY FOR THE RECIPIENT'S DECISION TO LIMIT THE SCOPE OF THE INFORMATION IT HAS OBTAINED IN CONNECTION WITH ITS EVALUATION OF THE COMPANY AND THE FACILITY.

CONFIDENTIAL Page 1 September 2017 Vantiv, LLC

Notice to and Undertaking by Recipients

This Confidential Information Memorandum (the "Confidential Information Memorandum") has been prepared solely for informational purposes from information supplied by or on behalf of Vantiv, LLC. (the "Company"), and is being furnished by Morgan Stanley (the "Arranger") to you in your capacity as a prospective lender (the "Recipient") in considering the proposed Credit Facility described in the Confidential Information Memorandum (the "Facility"). ACCEPTANCE OF THIS CONFIDENTIAL INFORMATION MEMORANDUM CONSTITUTES AN AGREEMENT TO BE BOUND BY THE TERMS OF THIS NOTICE AND UNDERTAKING AND THE SPECIAL NOTICE SET FORTH ON THE COVER PAGE HEREOF (THE “SPECIAL NOTICE”). IF THE RECIPIENT IS NOT WILLING TO ACCEPT THE CONFIDENTIAL INFORMATION MEMORANDUM AND OTHER EVALUATION MATERIAL (AS DEFINED HEREIN) ON THE TERMS SET FORTH IN THIS NOTICE AND UNDERTAKING AND THE SPECIAL NOTICE, IT MUST RETURN THE CONFIDENTIAL INFORMATION MEMORANDUM AND ANY OTHER EVALUATION MATERIAL TO THE ARRANGER IMMEDIATELY WITHOUT MAKING ANY COPIES THEREOF, EXTRACTS THEREFROM OR USE THEREOF.

I. Confidentiality

As used herein: (a) "Evaluation Material" refers to the Confidential Information Memorandum and any other information regarding the Company or the Facility furnished or communicated to the Recipient by or on behalf of the Company in connection with the Facility (whether prepared or communicated by the Arranger or the Company, their respective advisors or otherwise) and (b) "Internal Evaluation Material" refers to all memoranda, notes, and other documents and analyses developed by the Recipient using any of the information specified under the definition of Evaluation Material.

The Recipient acknowledges that the Company considers the Evaluation Material to include confidential, sensitive and proprietary information and agrees that it shall use reasonable precautions in accordance with its established procedures to keep the Evaluation Material confidential; provided however that (i) it may make any disclosure of such information to which the Company gives its prior written consent and (ii) any of such information may be disclosed to it, its affiliates and their respective partners, directors, officers, employees, agents, advisors and other representatives (collectively, "Representatives") (it being understood that such Representatives shall be informed by it of the confidential nature of such information and shall be directed by the Recipient to treat such information in accordance with the terms of the Notice and Undertaking and the Special Notice). The Recipient agrees to be responsible for any breach of the Notice and Undertaking or the Special Notice that results from the actions or omissions of its Representatives.

The Recipient shall be permitted to disclose the Evaluation Material in the event that it is required by law or regulation or requested by any governmental agency or other regulatory authority (including any self-regulatory organization) or in connection with any legal proceedings. The Recipient agrees that it will notify the Arranger as soon as practical in the event of any such disclosure (other than at the request of a regulatory authority), unless such notification shall be prohibited by applicable law or legal process.

The Recipient shall have no obligation hereunder with respect to any Evaluation Material to the extent that such information (i) is or becomes publicly available other than as a result of a disclosure by the Recipient in violation of this agreement, or (ii) was within the Recipient's possession prior to its being furnished pursuant hereto or becomes available to the Recipient on a non-confidential basis from a source other than the Company or its agents, provided that the source of such information was not known by the Recipient to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other party with respect to such information. In the event that the Recipient of the Evaluation Material decides not to participate in the transaction described herein, upon request of the Arranger, such Recipient shall as soon as practicable return all Evaluation Material (other than Internal Evaluation Material) to the Arranger or represent in writing to the Arranger that the Recipient has destroyed all copies of the Evaluation Material (other than Internal Evaluation Material) unless prohibited from doing so by the Recipient's internal policies and procedures.

II. Information

The Recipient acknowledges and agrees that (i) the Arranger received the Evaluation Material from third party sources (including the Company) and it is provided to the Recipient for informational purposes, (ii) the Arranger and its affiliates bear no responsibility (and shall not be liable) for the accuracy or completeness (or lack thereof) of the Evaluation Material or any information contained therein, (iii) no representation regarding the Evaluation Material is made by the Arranger or any of its affiliates, (iv) neither the Arranger nor any of its affiliates has made any independent verification as to the accuracy or completeness of the Evaluation Material, and (v) the Arranger and its affiliates shall have no obligation to update or supplement any Evaluation Material or otherwise provide additional information. 2 The Evaluation Material has been prepared to assist interested parties in making their own evaluation of the Company and the Facility and does not purport to be all-inclusive or to contain all of the information that a prospective participant may consider material or desirable in making its decision to become a lender. Each Recipient of the information and data contained herein should take such steps as it deems necessary to assure that it has the information it considers material or desirable in making its decision to become a lender and should perform its own independent investigation and analysis of the Facility or the transactions contemplated thereby and the creditworthiness of the Company. The Recipient represents that it is sophisticated and experienced in extending credit to entities similar to the Company. The information and data contained herein are not a substitute for the Recipient's independent evaluation and analysis and should not be considered as a recommendation by the Arranger or any of its affiliates that any Recipient enter into the Facility.

The Evaluation Material may include certain forward looking statements and projections provided by the Company. Any such statements and projections reflect various estimates and assumptions by the Company concerning anticipated results. No representations or warranties are made by the Company or any of its affiliates as to the accuracy of any such statements or projections. Whether or not any such forward looking statements or projections are in fact achieved will depend upon future events some of which are not within the control of the Company. Accordingly, actual results may vary from the projected results and such variations may be material. Statements contained herein describing documents and agreements are summaries only and such summaries are qualified in their entirety by reference to such documents and agreements.

CONFIDENTIAL Page 2 September 2017 Vantiv, LLC

III. General

It is understood that unless and until a definitive agreement regarding the Facility between the parties thereto has been executed, the Recipient will be under no legal obligation of any kind whatsoever with respect to the Facility by virtue of this Notice and Undertaking except for the matters specifically agreed to herein and in the Special Notice.

The Recipient agrees that money damages would not be a sufficient remedy for breach of this Notice and Undertaking or of the Special Notice, and that in addition to all other remedies available at law or in equity, the Company and the Arranger shall be entitled to equitable relief, including injunction and specific performance, without proof of actual damages.

This Notice and Undertaking and the Special Notice together embody the entire understanding and agreement between the Recipient and the Arranger with respect to the Evaluation Material and the Internal Evaluation Material and supersedes all prior understandings and agreements relating thereto. The terms and conditions of this Notice and Undertaking and the Special Notice shall apply until such time, if any, that the Recipient becomes a party to the definitive agreements regarding the Facility, and thereafter the provisions of such definitive agreements relating to confidentiality shall govern. If you do not enter into the Facility, the application of this Notice and Undertaking and the Special Notice shall terminate with respect to all Evaluation Material on the date falling one year after the date of the Confidential Information Memorandum.

This Notice and Undertaking and the Special Notice shall be governed by and construed in accordance with the law of the State of New York, without regard to principles of conflicts of law (except Section 5-1401 of the New York General Obligation Law to the extent that it mandates that the law of the State of New York govern).

IV. No Offer or Solicitation

This Confidential Information Memorandum is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of 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 any such jurisdiction.

V. Forward-Looking Statements

This Confidential Information Memorandum contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this Confidential Information Memorandum are forward- looking statements including any statements regarding guidance and statements of a general economic or industry specific nature. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, guidance, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “will,” “may,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

The forward-looking statements contained in this Confidential Information Memorandum are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you review and consider information presented herein, you should understand that these statements are not guarantees of future performance or results. They depend upon future events and are subject to risks, uncertainties (many of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual future performance or results and cause them to differ materially from those anticipated in the forward-looking statements. Certain of these factors and other risks are discussed in the filings of the Company with the U.S. Securities and Exchange Commission (the “SEC”) and include, but are not limited to: (i) our ability to adapt to developments and change in our industry; (ii) competition; (iii) unauthorized disclosure of data or security breaches; (iv) systems failures or interruptions; (v) our ability to expand our market share or enter new markets; (vi) our ability to identify and complete acquisitions, joint ventures and partnerships; (vii) failure to comply with applicable requirements of Visa, MasterCard or other payment networks or changes in those requirements; (viii) our ability to pass along fee increases; (ix) termination of sponsorship or clearing services; (x) loss of clients or referral partners; (xi) reductions in overall consumer, business and government spending; (xii) fraud by merchants or others; (xiii) a decline in the use of credit, debit or prepaid cards; (xiv) consolidation in the 3 banking and retail industries; (xv) the effects of governmental regulation or changes in laws; (xvi) outcomes of future litigation or investigations; (xvii) uncertainties as to the timing of the transaction; (xviii) uncertainties as to whether the transaction will be completed; (xix) the possibility that shareholders or other third parties will file lawsuits challenging the transaction; (xx) potential operating costs, customer loss and business disruption occurring prior to completion of the transaction or if the transaction is not completed; (xxi) the effect of the announcement of the transaction on our business relationships, operating results and business generally; (xxii) the failure to satisfy conditions to completion of the transaction, including the receipt of all required regulatory approvals; and (xxiii) difficulty in retaining certain key employees as a result of the transaction. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements. More information on potential factors that could affect the Company’s financial results and performance is included from time to time in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic reports filed with the SEC, including the Company’s most recently filed Annual Report on Form 10-K and its subsequent filings with the SEC.

Any forward-looking statement made by us in this Confidential Information Memorandum speaks only as of the date of this Confidential Information Memorandum. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

CONFIDENTIAL Page 3 September 2017 Vantiv, LLC

VI. Important Additional Information and Where to Find It

This Confidential Information Memorandum may be deemed to be solicitation material in respect of the acquisition (the “Acquisition”) of Worldpay Group plc (“Worldpay”) by the Company, including the issuance of shares of the Company’s common stock in respect of the Acquisition. In connection with the foregoing proposed issuance of the Company’s common stock, the Company expects to file a proxy statement on Schedule 14A with the SEC. To the extent the Company effects the Acquisition of Worldpay as a Scheme of Arrangement under United Kingdom law, the issuance of the Company’s common stock in the Acquisition would not be expected to require registration under the Securities Act of 1933, as amended (the “Act”), pursuant to an exemption provided by Section 3(a)(10) under the Act. In the event that the Company determines to conduct the Acquisition pursuant to an offer or otherwise in a manner that is not exempt from the registration requirements of the Act, it will file a registration statement with the SEC containing a prospectus with respect to the Company’s common stock that would be issued in the Acquisition. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE ACQUISITION AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the proxy statement and other documents filed by the Company with the SEC at the SEC’s website at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the proxy statement and other documents filed by the Company with the SEC at http://investors.vantiv.com/.

VII. Participants in the Solicitation

The Company and its directors, officers and employees may be considered participants in the solicitation of proxies from the Company’s stockholders in respect of the Acquisition. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Company’s stockholders in connection with the Acquisition, including names, affiliations and a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other relevant materials to be filed with the SEC. Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s stockholders generally, is set forth in the materials filed by the Company with the SEC, including in the proxy statement for the Company’s 2017 Annual Meeting of Stockholders, which was filed with the SEC on March 15, 2017, as supplemented by other Company filings with the SEC, and will be set forth in the proxy statement relating to the Acquisition when it becomes available.

VIII. Non-GAAP Financial Measures

This Confidential Information Memorandum contains estimated financial information that is unaudited and not presented in accordance with US Generally Accepted Accounting Principles (GAAP).

Such information includes financial information presented in accordance with International Financial Reporting Standards (IFRS); information relating to the combined financial data presented with the side-by-side financials; estimated efficiencies and run-rate savings; estimated synergies and efficiencies; and adjusted earnings per share, which excludes non-cash amortization of intangible assets. This information has been provided on a forward-looking basis pursuant to an exception for non-GAAP financial measures included in disclosures relating to a proposed business combination transaction, the entity resulting from the business combination transaction or an entity that is a party to the business combination transaction where the communication containing such disclosure is subject to the SEC’s rules relating to communications applicable to business combination transactions. Investors should not place undue reliance on these measures and should carefully review the risks and uncertainties described in the cautionary statement relating to “Forward-Looking Statements” contained herein.

IX. Representations

It is understood and acknowledged that any person's access to, and use of, any of the attached materials constitutes their overall acceptance of the following: (1) none of Vantiv, Worldpay, the Company, or any other party involved in the preparation of the attached materials makes any representation, warranty or claim that the materials and information contained therein is current or accurate; (2) by virtue of access to these materials, no one shall be entitled to claim detrimental reliance on any information provided or expressed; (3) no person should rely on statements or representations made within these materials nor should any person rely on the statements or representations made by any other source based on these materials; and (4) neither Vantiv, Worldpay, the Company, nor any other party involved in the preparation of the attached materials shall have any duty or liability to any person in connection with the attached materials. 4

CONFIDENTIAL Page 4

September 2017 Vantiv, LLC

Table of Contents

1.1 Contact List 7

2.2 Transaction Timeline 15

3.3 Transaction Summary 16

4.4 Company Overviews 20

5.5 Strategic Rationale & Proposed Transaction Structure 23

6.6 Industry Overview 25

7.7 Credit Highlights 27

8.8 Historical Financial Results & Management’s Discussion and Analysis 38

9.9 Summary Terms and Conditions 49

CONFIDENTIAL Page 6 September 2017 Vantiv, LLC

1. Contact List Vantiv 8500 Governors Hill Drive Symmes Township, OH 45249

Name / Title Office E-mail

Stephanie Ferris Tel: +1 513 900 5131 [email protected] Chief Financial Officer

Ned Greene Tel: +1 513 900 5200 [email protected] Chief Legal Officer & Secretary

Tim Cooper Tel: +1 513 900 5181 [email protected] Treasurer

Chris Thompson Tel: +1 513 900 5401 [email protected] Chief Accounting Officer

Jared Warner Tel: +1 513 900 5263 [email protected] Deputy General Counsel

Mark Wright Tel: +1 513 900 5183 [email protected] Assistant Treasurer

CONFIDENTIAL Page 7 September 2017 Vantiv, LLC

1. Contact List Morgan Stanley 1585 Broadway New York, NY, 10036

Name / Title Office E-mail IBD - Business Services Group

Seth Bergstein Tel: +1 212 761 7019 [email protected] Head of Global Services Group Fax: +1 212 507 0257 Managing Director

Paul Wasinger Tel: +1 212 761 0687 [email protected] Head of Payments and Processing Fax: +1 212 507 0084 Managing Director

Ryan Fernandes Tel: +1 212 761 4418 [email protected] Vice President Fax: +1 718 233 0765

William Zapata Tel: +1 212 761 9210 [email protected] Associate

Simon Osipov Tel: +1 212 761 0483 [email protected] Analyst

Global Capital Markets – Credit Advisory

Brian Janiak Tel: +1 212-761-1282 [email protected] Executive Director Fax: +1 212-507-3446

8 Maksim Rakhman Tel: +1 212-761-0755 [email protected] Associate Fax: +1 212-507-0255

CONFIDENTIAL Page 8 September 2017 Vantiv, LLC

1. Contact List Morgan Stanley (cont’d) 1585 Broadway New York, NY, 10036

Name / Title Office E-mail Leveraged Finance

Barry Price Tel: +1 212 761 3458 [email protected] Managing Director Fax: +1 212 507 4738

Robbie Pearson Tel: +1 212 761 1132 [email protected] Executive Director Fax: +1 201 633 4287

Jordan Ransom Tel: +1 212 761 0074 [email protected] Associate

James Temple Tel: +1 212 761 3585 [email protected] Analyst

Legal and Compliance

Jason Terrana Tel: +1 212 762 4814 [email protected] Executive Director Fax: +1 212 507 6368

CONFIDENTIAL Page 9 September 2017 Vantiv, LLC

1. Contact List Credit Suisse Eleven Madison Avenue New York, NY, 10010

Name / Title Office E-mail Technology Investment Banking

Brian Gudofsky Tel: +1 212 325 6571 [email protected] Global Head of Technology Services Managing Director

Gary Katz Tel: +1 212 538 8468 [email protected] Director

Cyril Paleath Tel: +1 212 325 6446 [email protected] Vice President

Chih-ya Tseng Tel: +1 212 538 3132 [email protected] Associate

James Eisenstein Tel: +1 212 538 2791 [email protected] Analyst

Leveraged Finance Origination & Restructuring

Jeb Slowik Tel: +1 212 538 0515 [email protected] Managing Director

Jason Kulig Tel: +1 212 538 1319 [email protected] 10 Vice President

Kevin Johnston Tel: +1 212 538 1004 [email protected] Associate

Daniel Eder Tel: +1 212 538 2161 [email protected] Analyst

CONFIDENTIAL Page 10 September 2017 Vantiv, LLC

1. Contact List MUFG 1221 Avenue of the Americas, 6th Floor New York, NY 10020

Name / Title Office E-mail Corporate Advisory Group

Robert Smock Tel: +1 212 782 4609 [email protected] Managing Director

Joanita Ricketts Tel: +1 212 782 6564 [email protected] Director

Gordon O’Brien Tel: +1 212 782 4966 [email protected] Vice President

Leveraged Finance

James Gorman Tel: +1 212 405 7453 [email protected] Managing Director

Yen Hua Tel: +1 212 405 7421 [email protected] Director

Global Relationship Management

Scott Hagel Tel: +1 916 321 7602 [email protected] Head of GI West & Midwest Managing Director

11 Erin McNaughton Tel: +1 312 696 4681 [email protected] Director

Carol Avila Tel: +1 312 696 4708 [email protected] Vice President

Richard Benson Tel: +1 312 696 4665 [email protected] Associate

CONFIDENTIAL Page 11 September 2017 Vantiv, LLC

1. Contact List MUFG (cont’d) 1221 Avenue of the Americas, 6th Floor New York, NY 10020

Name / Title Office E-mail Portfolio Management Group

Victor Pierzchalski Tel: +1 312 696 4676 [email protected] Managing Director

Thomas Danielson Tel: +1 312 696 4518 [email protected] Director

Eric Hill Tel: +1 312 696 4587 [email protected] Vice President

Colin O’Callaghan Tel: +1 312 696 4675 [email protected] Associate

CONFIDENTIAL Page 12 September 2017 Vantiv, LLC

1. Contact List Sidley – Company Counsel 2021 McKinney Ave, Suite 2000 Dallas, TX 75201

Name / Title Office E-mail U.S. Finance

Kelly Dybala Tel: +1 214 981 3426 [email protected] Partner

Sean Damm Tel: +1 214 981 3447 [email protected] Associate

Tony Ortega Tel: +1 214 981 3421 [email protected] Associate

U.K. Finance

James Crooks Tel: +44 20 7360 2040 [email protected] Partner

Bryan Robson Tel: +44 20 7360 3717 [email protected] Partner

Will Gwyn Tel: +44 20 7360 2047 [email protected] Associate

CONFIDENTIAL Page 13 September 2017 Vantiv, LLC

1. Contact List Latham & Watkins – Underwriters’ Counsel 885 Third Avenue New York, NY 10022

Name / Title Office E-mail Bank

Eugene P. Mazzaro Tel: +1 212 906 1763 [email protected] Partner

Nicole C. Fanjul Tel: +1 212 906 1712 [email protected] Associate

Capital Markets

Peter M. Labonski Tel: +1 212 906 1323 [email protected] Partner

Keith L. Halverstam Tel: +1 212 906 1761 [email protected] Partner

Tax

Jiyeon Lee-Lim Tel: +1 212 906 1298 [email protected] Partner

CONFIDENTIAL Page 14 September 2017 Vantiv, LLC

2. Transaction Timeline

September 2017 October 2017

S M T W T F S S M T W T F S

1 2 1 2 3 4 5 6 7

3 4 5 6 7 8 9 8 9 10 11 12 13 14

10 11 12 13 14 15 16 15 16 17 18 19 20 21

17 18 19 20 21 22 23 22 23 24 25 26 27 28

24 25 26 27 28 29 30 29 30 31

Federal holiday Key event

September 7th Lender Call

September 18th Commitments Due

Week of October 16th Close & Fund Term Loan B 15

Q1 2018 Close & Fund RCF & TLA-4

CONFIDENTIAL Page 15 September 2017 Vantiv, LLC

3. Transaction Summary I. Transaction Overview

• Vantiv (the “Company”) is a leading, integrated payment processor and is the largest merchant and PIN debit acquirer in the U.S., based on number of transactions. • On August 9, 2017, Vantiv and Worldpay announced that they reached agreement on the terms of a recommended combination, which imply an enterprise value for Worldpay of approximately $12.0 billion (representing 18.6x LTM EBITDA without synergies). • Worldpay is a leading payments technology company to approximately 400,000 clients worldwide. Using its network and technology, Worldpay is able to process payments across 146 countries and in 126 currencies. • In connection with the acquisition, Vantiv has completed an amendment to its existing credit facilities and has completed Agent-level syndication on the acquisition financing comprised of a $600MM Incremental Revolver, $1,605MM Incremental Term Loan A-4, $535MM Incremental Term Loan B-1, and $1,130MM of Senior Unsecured Notes • In addition, Vantiv is seeking to reprice the existing $761MM Term Loan B and syndicate the $1,270MM Incremental Term Loan B that was funded to complete the buyback of shares owned by Fifth Third Bank “Fifth Third” to reduce their ownership to ~4.9% Pro forma 1st Lien and total net leverage of 4.1x and 4.8x, respectively, based on the Combined Company’s Pro Forma LTM 6/30/2017 EBITDA of $1,702MM(1)(2). The Combined Company has announced a target of de-levering to a 4.0x debt to EBITDA leverage ratio over the next 12-18 months.

Sources & Uses and Pro Forma Capitalization

Sources ($MM) (3) Uses ($MM) (3) Equity Issuance 8,756 Equity Purchase Price 10,184 Rolled Vantiv Debt 3,304 Rolled Vantiv Debt 3,304 Rolled Worldpay Debt 630 Rolled Worldpay Debt 630 Incremental Term Loan A-4 1,605 Refinanced Vantiv Debt – Incremental Term Loan B-1 535 Refinanced Worldpay Debt 1,568 Incremental Unsecured Notes 1,130 Fifth Third Share Buyback 1,270 Incremental Vantiv Term Loan B (Fifth Third) 1,270 Provision for Transaction Expenses 350 Cash from Balance Sheet 76 Total 17,306 Total 17,306

Capitalization ($MM) Current 6/30/17 Transaction-Related PF 6/30/17 Cash 120 466 586

Existing Vantiv Revolver 358 -- 358 Existing Vantiv Term Loan A 2,408 -- 2,408 Existing Vantiv Term Loan B 761 -- 761 Incremental Vantiv Term Loan B (Fifth Third) -- 1,270 1,270 Incremental Term Loan A-4 -- 1,605 1,605 Incremental Term Loan B-1 -- 535 535 Existing Vantiv Capital Leases & Leasehold Mortgages 43 -- 43 Rolled Worldpay Capital Leases -- 39 39 Total Secured Debt $3,570 $3,449 $7,019 16

Incremental Unsecured Notes -- 1,130 1,130 Rolled Worldpay Senior Unsecured Notes (€) -- 591 591 Total Debt $3,570 $5,170 $8,740 Net Debt $3,450 $4,703 $8,153

(1)(2) LTM Adjusted EBITDA 991 1,702 Secured Leverage 3.6x 4.1x Gross Leverage 3.6x 5.1x Net Leverage 3.5x 4.8x

Notes: Assumes exchange rate of $1.2967:£1 1. PF LTM Adjusted EBITDA includes one-third of $200MM of run-rate synergies for illustrative purposes 2. Includes additional addbacks for Vantiv covenant EBITDA purposes; ~$40MM incremental addback as of 6/30/2017 3. Reflects balances expected at close

CONFIDENTIAL Page 16 September 2017 Vantiv, LLC

3. Transaction Summary II. Summary of Indicative Pro Rata Terms

Borrower: Vantiv, LLC (the “Borrower”)

$600MM Incremental Revolver Amount $1,605MM Incremental Term Loan A-4 Maturity 5 Years Opening at L+225 bps RCF Undrawn: 37.5 bps with step-down

Facility: Total Leverage-based Pricing Grid: Pricing . 4.50x+: L+225 bps . 4.50x – 3.75x: L+200 bps . 3.25x – 3.75x: L+175 bps . 2.25x – 3.25x: L+150 bps . Below 2.25x: L+125 bps Revolver: None Amortization Term Loan A: 5%/5%/5%/7.5%/10%

Use of Revolver: General corporate purposes Term Loan A-4: To finance the acquisition of Worldpay, refinance existing Worldpay debt, and pay Proceeds: related fees and expenses

Incremental Fixed Dollar Incremental Amount shall be $1,000,000,000 and the leverage ratios applicable to the Ratio- Based Incremental Amount shall be set at the applicable leverage ratios on the Closing Date with ability Facility: to incur non-USD incremental Term Loans.

First lien on substantially all tangible and intangible assets, including stock of the Borrower and all Security: domestic restricted subsidiaries (Same as existing)

Vantiv Holding, LLC and the material domestic wholly-owned restricted subsidiaries of the Borrower Guarantors: (Same as existing) (1)

Optional Prepayable at Par Prepayments: Mandatory prepayments required from proceeds of: . 100% net cash proceeds of non-ordinary course asset sale proceeds, with 12 month reinvestment Mandatory rights . 100% of debt issuance proceeds (other than permitted debt) 17 Prepayments: . 50% of excess cash flow with leverage based stepdowns to 25% and 0% based on senior secured leverage of 4.25x and 3.75x, respectively (Same as existing) Total Leverage Ratio: December 31, 2017 – September 30, 2018: 6.50 to 1.00 Financial • December 31, 2018 – September 30, 2019: 5.75 to 1.00 Maintenance • December 31, 2019 – September 30, 2020: 5.00 to 1.00 Covenants: • December 31, 2020 and thereafter: 4.25 to 1.00 4.00 to 1.00 Interest Coverage Ratio Negative To match Amended Existing Credit Facilities Covenants:

Note 1. Worldpay US Subsidiaries expected to become guarantors post-closing

CONFIDENTIAL Page 17 September 2017 Vantiv, LLC

3. Transaction Summary III. Summary of Indicative Term Loan B Terms

Borrower: Vantiv, LLC (the “Borrower”)

Amount $1,270MM Term Loan B

Facility: Maturity August 7, 2024

Amortization 1.00% per annum

Use of Share buyback of 19.8MM Vantiv shares to reduce Fifth Third’s stake to 4.9% post transaction Proceeds:

First lien on substantially all tangible and intangible assets, including stock of the Borrower and all Security: domestic restricted subsidiaries

Guarantors: Vantiv Holding, LLC and the material domestic wholly-owned restricted subsidiaries of the Borrower (1)

Optional 101 Soft Call (6 months) Prepayments:

Mandatory prepayments required from proceeds of: . 100% net cash proceeds of non-ordinary course asset sale proceeds, with 12 month reinvestment Mandatory rights Prepayments: . 100% of debt issuance proceeds (other than permitted debt) 18 . 50% of excess cash flow with leverage based stepdowns to 25% and 0% based on senior secured leverage of 4.25x and 3.75x, respectively

Financial Maintenance None Covenants:

Negative To match Amended Existing Credit Facilities Covenants:

Note 1. Worldpay US Subsidiaries expected to become guarantors post-closing

CONFIDENTIAL Page 18 September 2017 Vantiv, LLC

3. Transaction Summary IV. Summary of Term Loan B Repricing

Borrower: Vantiv, LLC (the “Borrower”) (same as existing)

Amount $761MM Term Loan B

Facility: Maturity October 14, 2023 (same as existing)

Amortization 1.00% per annum (same as existing)

Use of Reprice the existing Term Loan B Proceeds:

First lien on substantially all tangible and intangible assets, including stock of the Borrower and all Security: domestic restricted subsidiaries (Same as existing)

Vantiv Holding, LLC and the material domestic wholly-owned restricted subsidiaries of the Borrower Guarantors: (same as existing) (1)

Optional 101 Soft Call (6 months) Prepayments:

Mandatory prepayments required from proceeds of: . 100% net cash proceeds of non-ordinary course asset sale proceeds, with 12 month reinvestment Mandatory rights . 100% of debt issuance proceeds (other than permitted debt) 19 Prepayments: . 50% of excess cash flow with leverage based stepdowns to 25% and 0% based on senior secured leverage of 4.25x and 3.75x, respectively (Same as existing)

Financial Maintenance None (same as existing) Covenants:

Negative To match Amended Existing Credit Facilities (same as existing) Covenants:

Note 1. Worldpay US Subsidiaries expected to become guarantors post-closing

CONFIDENTIAL Page 19 September 2017 Vantiv, LLC

4. Company Overviews I. Vantiv Overview

Vantiv is a leading payment processor differentiated by an integrated technology platform, breadth of distribution and superior cost structure. Vantiv offers a broad suite of payment processing services that enable its clients to meet their payment processing needs through a single provider, including in omni-commerce environments that span point-of-sale, eCommerce and mobile devices. According to the Nilson Report, Vantiv is the largest merchant acquirer and the largest PIN debit acquirer by number of transactions in the U.S.

‘16 Net Revenue $1.9Bn % Growth 13%

’16 Adjusted EBITDA $0.9Bn

% Margin 48%

Segment Overview

Merchant Services Financial Institution Services • #1 ranked U.S. merchant and #1 U.S. pin debit • Leading processor to banks and credit unions under acquirer (1) $15 billion in assets • ~800,000 merchant locations served • 4 billion transactions processed • ~5,000 referring branches • 21 billion transactions processed • 21% U.S. merchant market share (1)(2) • Over 1/3rd of the top 100 retailers

‘16 Net Revenue $1,546MM $359MM % Total 81% 19% % Growth 16% 4%

Vantiv’s integrated technology platform is differentiated from its competitors’ multiple platform architectures. It enables Vantiv to efficiently provide a comprehensive suite of services to merchants and financial institutions of all sizes as well as to innovate, develop and deploy new services, while generating significant economies of scale. Vantiv’s broad and varied distribution includes multiple sales channels, such as its direct and indirect sales forces and referral partner relationships, which provide it with a growing and diverse client base of merchants and financial institutions.

Vantiv serves its clients through two operating divisions: 20 • Merchant Services – Enables merchants of all sizes to accept and process credit, debit and prepaid payments and provides them supporting value-added services, such as security solutions and fraud management, information solutions and interchange management. In 2016, Vantiv processed approximately 21 billion transactions for its merchant client base, which includes merchant locations across the U.S. Vantiv’s merchant client base has low client concentration and is heavily weighted in non-discretionary everyday spend categories, such as grocery and pharmacy and includes large U.S. retailers, including over 1/3rd of the top 100 retailers. • Financial Institutions – Provides mission critical payment services to financial institutions, such as card issuer processing, payment network processing, fraud protection, card production, prepaid program management, ATM driving and network gateway and switching services that utilize its proprietary Jeanie PIN debit payment network. Vantiv’s financial institution client base is also generally well diversified and includes regional banks, community banks, credit unions and regional PIN debit networks. In 2016, Vantiv processed approximately 4 billion transactions for these financial institutions, focusing on small to mid-sized institutions with less than $15 billion in assets.

Notes 1. Based on number of total purchase transactions; analysis of data published in The Nilson Report, issue 1105 (March 2017) 2. Based on number of total purchase transactions (including all general credit, debit and prepaid cards transactions, including signature and PIN debit)

CONFIDENTIAL Page 20 September 2017 Vantiv, LLC

4. Company Overviews II. Worldpay Overview

Worldpay is a leader in global payments. Worldpay provides a broad range of technology-led solutions to its merchant clients to allow them to accept payments of almost any type, across multiple payment channels, nearly anywhere in the world. Worldpay is one of the few global businesses able to offer functionality in most aspects of payment acceptance, whether in-store, online or on a mobile device, by providing access to a global payments network through an agile, integrated, secure, reliable and highly scalable proprietary global payments platform.

‘16 Net Revenue (1) $1.3Bn

% Growth 15% ’16 Adjusted EBITDA (2) $0.6Bn % Margin (2) 47%

Segment Overview Global eCom U.K. U.S. • Online and mobile multi-currency • #1 merchant acquirer in UK • #7 merchant acquirer in US payments for multi-national retailers • ~40% share of UK merchant • ~100,000 SME clients and ~15,000 • ~1,200 clients including some of market by volume enterprise clients the largest, global online merchants • ~300,000 UK and Ireland-based • Vertical-specific enterprise • Verticals: Digital Content, Global clients ranging from SMEs to major solutions: Grocery, Petroleum, Retail, Airlines, Gaming and Travel retailers Restaurant and Retail

‘16 Net Revenue (1) $439MM $498MM $340MM % Total 34% 39% 27% CC Growth 22% 8% 2% ‘16 Adj. EBITDA (2)(3) $273MM $247MM $94MM % Margin (2)(3) 62% 50% 28%

Worldpay serves a diverse set of merchants across a variety of end-markets, sizes and geographies. On an average day, it processes over 40 million transactions worldwide (including mobile, online and in-store), offering over 300 payment methods in 126 transaction currencies across 146 countries, while supporting approximately 400,000 clients, including large enterprises, domestic corporates and small and medium sized businesses. Globally, Worldpay also partners with innovative and fast-growing eCommerce businesses including many of the world’s most renowned and dynamic online brands.

Worldpay serves its clients through its three operating divisions: • Global eCom — Global eCom provides a wide range of online and mobile multi-currency payment acceptance, validation and 21 settlement services for its client book of large and fast growing internet-led multinationals. The vast majority of Global eCom’s clients sit within five priority industry verticals: Digital Content, Global Retail, Airlines, Regulated Gambling and Travel. Global eCom (4) accounted for 46 percent of the Worldpay Group’s business unit contribution in 2016 . • WPUK — WPUK has the number one market share in the U.K., accounting for ~40 percent of the U.K. merchant market as measured by estimated volume of transactions in 2016. It provides a strong proposition of in-store, phone, online and mobile payment acceptance solutions for ~300,000 U.K. and Ireland-based clients, from SMBs to major retailers (including Tesco, Asda and (4) Next). WPUK accounted for 42 percent of the Worldpay Group’s business unit contribution in 2016 . • WPUS — WPUS provides in-store, online and mobile payment acceptance solutions for U.S.-based clients, with a focus on developing omni-commerce and integrated payment solutions for its ~100,000 SMB clients and vertical-specific solutions for ~15,000 enterprise clients in the grocery, petroleum, restaurant and retail industries. WPUS accounted for 17 percent of the Worldpay (4) Group’s business unit contribution in 2016 . Source: Nilson Report, issues 1105 (March 2017) and 1110 (May 2017) Notes: Assumes exchange rate of $1.2967:£1 1. Worldpay net revenue reflects reported gross profit for comparable reporting conventions to Vantiv, for illustrative purposes, estimated by allocating total gross profit using reported net revenue % of total 2. Underlying EBITDA shown for Worldpay, margin shown after taking into effect net revenue to gross profit adjustment 3. Assumes corporate costs of £25MM are allocated pro rata across segments by Worldpay reported net revenue 4. Corporate costs of £25MM account for (5)% of Group underlying EBITDA

CONFIDENTIAL Page 21 September 2017 Vantiv, LLC

4. Company Overviews III. Combined Company Overview

The combination will create a leading global integrated payment technology and international eCommerce payment provider and will enable the Combined Company to take advantage of strategic and innovative opportunities to provide differentiated and diversified solutions to address clients’ needs:

Unmatched Integrated Technology Agile & Scalable Next-Gen & Flexible Technology Platform

#1 #1 #1 Geography U.S. Merchant U.K. Merchant Global (1) (1) (1) Acquirer Acquirer Acquirer

Global Integrated International Capabilities Omni- Payments eCommerce Commerce

Deep Vertical Verticals Expertise Retail Grocery B2B Digital Airlines Travel

• Unmatched Integrated Technology Platform. The Combined Company will offer integrated technology platforms, enabling Vantiv’s agile and scalable U.S. platform and Worldpay’s flexible, next-generation global platform to serve domestic and global markets with fast-to-market innovations and lowest cost processing. • #1 Global Acquirer. The combination will create a leading provider able to deliver local expertise on a global basis by transferring solutions across geographies to better serve clients in similar vertical markets. Critically, the Combined Company will be a scale player with a leading position in both the U.S. and outside of the U.S., which will enable it to holistically serve the complex needs of businesses globally. 22 • Global Omni-Commerce. The combination offers an unrivaled client value proposition with the potential to serve as a one-stop shop for global merchants’ omni-commerce needs, cutting through complexity and enabling them to enter new markets easily and seamlessly. • Deep Vertical Expertise. The Combined Company will be able to strengthen and extend its capabilities into attractive and high growth vertical markets such as B2B, digital and healthcare payments, taking advantage of the secular growth driven by increasing card adoption.

Highly complementary capabilities will allow the Combined Company to achieve more together

Note: 1. Based on number of transactions; analysis of data published in The Nilson Report, issues 1095 (September 2016), 1105 (March 2017) and 1110 (May 2017)

CONFIDENTIAL Page 22 September 2017 Vantiv, LLC

5. Strategic Rationale & Proposed Transaction Structure I. Strategic Rationale for the Transaction

This transaction joins two highly complementary businesses and will allow the Combined Company to achieve more together than either could on its own. The Combined Company will be well-positioned to offer more innovative and flexible technology and payment solutions to merchants in a large and fast growing market, creating a strategic omni-commerce partner for merchants of all sizes across industries.

Creating a leading global payment provider to power omni-commerce. Consumers continue to expect and demand more from merchants. The global consumer has become accustomed to transacting across the channels and in the geographies of their choosing in a way that is seamless, simple and secure. Merchants therefore require a payments provider that is able to provide a comprehensive omni-commerce solution that can deliver a unified consumer experience on a global basis as well as the tools to help them manage and grow their businesses. By combining the companies’ respective strengths in integrated payments, eCommerce and traditional merchant offerings, the Combined Company will be able to enable commerce through a unified and global product suite that is in-store, online, mobile, multi-currency and spanning geographies.

Unique combination of scale and global presence. The Combined Company will become a leading international eCommerce payment provider, a leading U.S. payment provider and a leading U.K. and European payment provider, processing approximately $1.5 trillion in payment volume and 40 billion transactions through more than 300 payment methods in 146 countries and 126 currencies, with a combined net revenue of over $3.2 billion (on a pro forma basis, assuming the combination had completed on 31 December 2016). The Combined Company will benefit from enhanced economies of scale, leveraging its combined operations, technology infrastructure and data and analytics capabilities to deliver services that are cost efficient and provide superior value to clients.

Ability to capitalize on strategic and high-growth verticals. Completion of the combination will bring together two complementary partners to create a market leader in payment technology, positioned to capitalize on strategic and high-growth verticals in the most attractive global markets. The combination will create a leading global eCommerce provider by adding Worldpay’s leading global eCommerce capabilities to Vantiv’s existing U.S. eCommerce capabilities. The combination will also enable the Combined Company to export Vantiv’s integrated payments technological know-how and capabilities to Worldpay’s global merchant base. The combination will enhance the ability of the Combined Company to strengthen and extend its capabilities into attractive and high growth vertical markets such as B2B, digital and healthcare payments, taking advantage of the secular growth driven by increasing card adoption.

Integrated technology platforms built for innovation and to manage complexity. The Combined Company will have complementary technology assets that will provide a strong, integrated foundation for innovation and growth, enabled by Vantiv’s agile and scalable U.S. platform and Worldpay’s flexible, next generation global platform. The combination will enhance the ability of the Combined Company to serve domestic and global markets and the Combined Company is also expected to benefit from a reduction in capital expenditure by harmonizing Vantiv’s and Worldpay’s U.S. technology platforms. These U.S. and global technology platforms will 23 be developed, secured and optimized by one of the industry’s largest pools of engineering and technology talent.

Powerful business model and financial profile. The Combined Company will benefit from an attractive business model and financial profile, the hallmarks of which are recurring revenue, scalability and significant operating margins. On a pro forma basis, assuming the combination had completed on 31 December 2016, the Combined Company would have $1.5 billion of adjusted EBITDA, an EBITDA margin of 48 percent and free cash flow generation of over $1.0 billion with 78 percent free cash flow conversion. It is expected that the Combined Company, with its strong credit profile and attractive cash flow, will seek to reduce leverage on a consistent basis over the medium term, including a target of de-levering to a 4.0x debt to EBITDA leverage ratio over the next 12-18 months.

Cost synergies will deliver significant value creation. The Combined Company is expected to benefit from synergies that could not be achieved independent of the combination. Annual recurring pre-tax cost synergies of approximately $200 million are expected to be fully realized by the end of the third year following completion of the combination. The majority of these cost synergies will be generated by harmonizing the Combined Company’s U.S. platforms and streamlining corporate costs.

CONFIDENTIAL Page 23 September 2017 Vantiv, LLC

5. Strategic Rationale & Proposed Post-Closing Structure II. Proposed Simplified Transaction Structure Summary Proposed post-closing structure summary subject to legal requirements and ongoing tax and structuring analysis – subject to change

Vantiv Shareholders

Fifth Third Bank Vantiv, Inc.

Vantiv Holding, LLC. (Delaware)

New Acquisition Vantiv, LLC. Debt & Existing (Delaware) Vantiv Debt

Vantiv Holding U.S. Subsidiaries

Vantiv Worldpay Cayman Holdings U.S. Subsidiaries Ltd. (Cayman Islands)

Vantiv U.K. Group Ltd. (U.K.)

Vantiv U.K. Vantiv U.K. Payments Ltd. (U.K.) Solutions LTD (U.K.)

Vantiv 24 U.K. Ltd. (U.K.)

Worldpay Group PLC (U.K.)

Existing Worldpay Finance Worldpay Unsecured PLC (U.K.) Notes

Worldpay Non-U.S. Subsidiaries

CONFIDENTIAL Page 24 September 2017 Vantiv, LLC

6. Industry Overview Electronic Payments Electronic payments globally have evolved into a large and growing market with favorable secular trends that continue to increase the adoption and use of card-based payment services, such as those for credit, debit and prepaid cards. This growth is driven by the shift from cash and checks towards card-based and other electronic forms of payment due to their greater convenience, security, enhanced services and rewards and loyalty features. Changing demographics and emerging trends, such as the adoption of new technologies and business models, including eCommerce, mobile commerce and prepaid services, will also continue to drive growth in electronic payments.

Payment Processing Industry The payment processing industry is comprised of various processors that create and manage the technology infrastructure that enables electronic payments. Payment processors help merchants and financial institutions develop and offer electronic payment solutions to their customers, facilitate the routing and processing of electronic payment transactions and manage a range of supporting security, value-added and back office services. In addition, many large banks manage and process their card accounts in-house. This is collectively referred to as the payment processing value chain. Many payment processors specialize in providing services in discrete areas of the payment processing value chain, which can result in merchants and financial institutions using payment processing services from multiple providers. A limited number of payment processors have capabilities or offer services in multiple parts of the payment processing value chain. The Combined Company will provide solutions across the payment processing value chain as a merchant acquirer, payment network and as an issuer processor, primarily by utilizing the integrated technology platform to enable clients to easily access a broad range of payment processing services as illustrated below:

Payment Processing Value Chain Consumer

Consumer M e r c ha nt M e r c ha nt P a ym e n t I s s ue r Fi na nc i a l Ac qui r e r N e t w or k P r oc e s s or Institution

Payment processing value chain encompasses three key types of processing:

• Merchant Acquiring Processing. Merchant acquiring processors sell electronic payment acceptance, processing and supporting services to merchants and third-party resellers. These processors route transactions originated by consumer transactions with the merchant, including in omni-channel environments that span point-of-sale, ecommerce and mobile devices, to the appropriate payment networks for authorization, known as “front-end” processing and then ensure that each transaction is appropriately cleared and settled into the merchant’s bank account, known as “back-end” processing. Many of these processors also provide specialized reporting, back office support, risk management and other value-added services to merchants. Merchant acquirers charge merchants based on a percentage of the value of each transaction on a per transaction basis. Merchant acquirers pay the payment network processors a routing fee per transaction and pass through interchange fees to the issuing financial institution. 25 • Payment Network Processing. Payment network processors, such as Visa, MasterCard and PIN debit payment networks, sell electronic payment network routing and support services to financial institutions that issue cards and merchant acquirers that provide transaction processing. Depending on their market position and network capabilities, these providers route credit, debit and prepaid card transactions from merchant acquiring processors to the financial institution that issued the card and they ensure that the financial institution’s authorization approvals are routed back to the merchant acquiring processor and that transactions are appropriately settled between the merchant’s bank and the card-issuing financial institution. These providers also provide specialized risk management and other value-added services to financial institutions. Payment networks charge merchant acquiring processors and issuing financial institutions routing fees per transaction and monthly or annual maintenance fees and assessments.

• Issuer Card Processing. Issuer card processors sell electronic payment issuing, processing and supporting services to financial institutions. These providers authorize transactions received from the payment networks and ensure that each transaction is appropriately cleared and settled from the originating card account. These companies also provide specialized program management, reporting, outsourced customer service, back office support, risk management and other value-added services to financial institutions. Card processors charge issuing financial institutions fees based on the number of transactions processed and the number of cards that are managed.

CONFIDENTIAL Page 25 September 2017 Vantiv, LLC

6. Industry Overview Competition

U.S. Merchant Services In the U.S. merchant services market, the Combined Company will hold the number one market position as measured by number of (1) transactions in 2016 according to the Nilson Report . Its competitors include financial institutions and well-established payment processing companies, including Bank of America Merchant Services, Chase Paymentech Solutions, Inc., Elavon Inc. (a subsidiary of U.S. Bancorp), First Data Corporation, Global Payments, Inc. and Total System Services, Inc. Furthermore, the Combined Company is facing new competitive pressure from non-traditional payments processors and other parties entering the payments industry, such as Alibaba, Amazon, Apple, Google and PayPal, who may compete in one or more of the functions performed in processing merchant transactions.

U.K. Merchant Services In the U.K. merchant services market, the Combined Company will hold the number one market position as measured by number of (2) transactions in 2016 according to the Nilson Report . Its two largest competitors in the U.K. by number of transactions are Barclays PLC and Global Payments, Inc. In Europe and the Asia Pacific regions, financial institutions remain the primary providers of payment processing services to merchants, although outsourcing is becoming more prevalent.

eCommerce In the Global eCommerce market, the combination will encounter a number of niche specialists, which are typically gateway-led and offer specific vertical, channel, geographic and/or segment solutions and compete on specific expertise and partnership coverage. These include companies such as Adyen B.V., Braintree and Stripe, Inc. The Combined Company will also encounter a number of global payments partners in the eCommerce market, including Elavon Inc., Ingenico Group and Wirecard AG.

U.S. Financial Institution Services In the U.S. financial institution services market, competitors to the Combined Company include Fidelity National Information Services, Inc., First Data Corporation, Fiserv, Inc., Total System Services, Inc. and Visa Debit Processing Service. In addition to competition with direct competitors, the Combined Company also competes with the capabilities of many larger potential clients to conduct their key payment processing applications in-house. The most significant competitive factors in this segment are price, system performance and reliability, breadth of services and functionality, data security, scalability, flexibility of infrastructure and servicing capability.

Notes: 1. The Nilson Report (March 2017, Issue 1105) 2. The Nilson Report (May 2017, Issue 1110)

CONFIDENTIAL Page 26 September 2017 Vantiv, LLC

7. Credit Highlights

The payments landscape is evolving rapidly. Merchants and consumers are continuously looking for new and innovative solutions to enable commerce as payments move into the digital world. The Combined Company’s enhanced capabilities will position it to better and more quickly address those merchants’ evolving needs and to realize improved commercial outcomes for its clients by:

Establishes a Global Creates a global leader in eCommerce with significant scale, 1 eCommerce Leader differentiated products and worldwide reach

Expanding into High Leveraging combined capabilities in order to focus on new 2 Growth Markets international geographies, verticals and client segments

Delivering Innovation Global footprint and advanced technology enables the Combined 3 at Scale Company to deliver innovation at scale through leading distribution

Superior Financial Resilient business with strong recurring revenue, industry-leading 4 Profile margins and significant operating leverage

Significant Cost Plan to achieve annual recurring pre-tax cost synergies of 5 Synergies approximately $200 million by the end of the third year post close

Strong free cash flow generation creates ability to de-lever 6 Strong Cash Flow consistently

27 The Transaction brings together global scale, integrated technology and diverse distribution to create a market leader in payments technology to power omni-commerce. In addition: • The Combined Company creates one of the world’s largest and most capable payments businesses with global reach and unparalleled ability to help businesses prosper in the fast changing and complex digital economy. • The combination of Worldpay and Vantiv creates a strategic partner for merchants of all sizes across industries and geographies and will offer acceptance across a broad range of channels. • By combining respective strengths in eCommerce, integrated payments and traditional merchant offerings, the Combined Company will be able to create more revenue opportunities by enabling commerce through a unified and global product suite – that is, in-store, online, mobile, multi-currency and spanning geographies.

CONFIDENTIAL Page 27 September 2017 Vantiv, LLC

7. Credit Highlights I. Creates a Global Leader in eCommerce

The ubiquity of the internet has increasingly driven commerce to be conducted online, with the decreasing costs of technology creating the opportunity for merchants to deploy eCommerce and mobile commerce solutions. In addition, commerce is continuing to evolve into a global activity as merchants utilize these online methods to connect with consumers in geographic markets outside their own. Technology and the internet continue to transform global commerce:

• The rapid growth of eCommerce and its progressively international nature is increasing complexity for merchants everywhere. From complying with local and international regulations, to minimizing costs inherent in cross-border trade, to integrating businesses that operate both offline in brick-and-mortar and online in eCommerce, merchants require solutions that help them manage complexity.

• The constant evolution of technology via new form factors and device types, coupled with increasing interconnectedness and continuous new threats to security, requires that merchants adopt nimble, secure and future-proof payment solutions.

Digital Revolution Creates Opportunity

Helping clients navigate increasing complexity …as technology drives global and drive commerce through payments… eCommerce growth Global eCommerce Market ($Tn) (1)

~16%  Integrated 4.0 – 4.5 CAGR Seamless 2x+ Secure

Scalable

Automated

+ 0101 1010 Real-time Insights 2.0

Developer- Multi-Currency Friendly APIs

Business Alternative Optimization Payments 28

2015 2020F

These rapidly changing consumer expectations and technology developments are difficult for merchants to address with existing payment solutions and are difficult for traditional payment processors to support.

Note: 1. Based on McKinsey & Company research

CONFIDENTIAL Page 28 September 2017 Vantiv, LLC

7. Credit Highlights I. Creates a Global Leader in eCommerce (cont’d)

Vantiv’s robust U.S. eCommerce and omni-channel offering provides leading capabilities to domestic merchants. Worldpay’s international online and multi-currency payment offering serves some of the world’s largest eCommerce merchants outside of the U.S. Worldpay is one of the few global players to have the full eCommerce product set, across payment gateway services, fraud prevention services, global and local card acquiring, local and alternative payment products, treasury management services, and analytics services.

The combination creates a leading global eCommerce provider by adding Worldpay’s leading global eCommerce capabilities to Vantiv’s existing U.S. eCommerce capabilities. A global eCommerce offering will create value for its clients by providing insights into the markets they operate in and their consumers’ payment behavior. Offering the full range of products will also create profitable cross-sell and up- sell opportunities for the combination’s existing clients.

The combination will be able to provide an end-to-end set of products and services across geographies which act as a key differentiator to similar payment processors in driving simplicity and profitability in its payment solutions for merchants. The Combined Company will have an unrivaled client value proposition with the potential to serve as a one-stop shop for global merchants’ omni-commerce needs, cutting through complexity and enabling them to enter new markets easily and seamlessly.

eCommerce Leader Spanning U.S. + U.K. and Rest of World

Proven ability to partner with One-stop shop for all merchants to drive revenue omni-commerce needs growth

Global network and reach supporting 300+ payment Empower merchants types across 146 countries Combination extends to cut through complexity and 126 currencies ability to support eCommerce clients Enable clients to Differentiated and worldwide access new geographies advanced technology and markets

29 Consumer insights through Unified view of data data & analytics and value globally across all channels added services

CONFIDENTIAL Page 29 September 2017 Vantiv, LLC

7. Credit Highlights II. Expanding into Strategic and High-Growth Markets

Completion of the combination will bring together two complementary partners to create a market leader in payment technology positioned to capitalize on strategic and high-growth verticals in the most attractive global markets. The Combined Company will be able to:

• Export Vantiv’s integrated payments technological know-how and capabilities to Worldpay’s global merchant base. This will allow the Combined Company to penetrate Worldpay’s deep SMB client base in the U.K. and expand further internationally.

• In addition, the Combined Company will continue to leverage Vantiv’s existing integrated payments capability in the U.S. and increase its SMB client base in the U.S.

Expanding Integrated Payments

Pioneer in integrated payments with leading capabilities

VANTIV INTEGRATED Continue to grow business with SMBs in the U.S. PAYMENTS ECOSYSTEM

Developers Follow Vantiv’s U.S. clients and partners as they expand overseas Products & Dealers Technology Penetrate Worldpay’s deep SMB client base in the U.K.

Accelerating adoption of integrated payments continues to drive strong growth in the U.S. Springboard to expand presence across Europe

30 The combination will create a leading global integrated payment technology provider and will enable the Combined Company to take advantage of strategic and innovative opportunities to provide differentiated and diversified solutions to address clients’ needs:

• This will allow the Combined Company to deliver local expertise on a global basis by transferring solutions across geographies to better serve clients in similar vertical markets. Critically, the Combined Company will be a scale player with a leading position in both the U.S. and outside of the U.S., which will enable it to holistically serve the complex needs of businesses globally. The Combined Company will also be able to bring economies of scale to benefit clients with shared geographies, end-markets or technology needs.

CONFIDENTIAL Page 30 September 2017 Vantiv, LLC

7. Credit Highlights II. Expanding into Strategic and High-Growth Markets (cont’d)

• Enhances the ability of the Combined Company to strengthen and extend its capabilities into attractive and high growth vertical markets such as B2B, digital and healthcare payments, taking advantage of the secular growth driven by increasing card adoption. For example, the Combined Company will be able to faster deploy Vantiv’s B2B enterprise payment capabilities into their largely untapped and combined client base.

Enhancing Deep Vertical Expertise

Aggressively expanding into high growth verticals (e.g., B2B, Digital, Health) B2B

Increasing card adoption driving secular growth with anticipated DIGITAL outsized benefits in high growth verticals

HEALTH Leading capabilities with deep expertise across a broad range of key verticals RETAIL Focus on expansion in high growth AIRLINES verticals

RESTAURANT

GROCERY DRUG

• The combination also provides the ability for the Combined Company to extend its capabilities into new and high-growth emerging markets, including Latin America and Asia/Pacific, which offer significant growth potential. Worldpay is already active in these markets, offering e-commerce solutions to global merchants. The Combined Company plans to build on its presence in these markets over time and transact locally in many of these markets, further expanding its global revenue base. Emerging markets are expected to drive 75% of all global card volume growth over the next 10 years and the Combined Company would be better positioned as a leader in the deepest and most attractive global markets as a platform to capture this growth.

A Leader in the Deepest and Most Attractive Markets

+ U.S. & Asia 31 Canada Europe Pacific

$5.2Tn $3.0TN $11.4TN ~7% CAGR ~9% CAGR ~12% CAGR

Middle East / Africa Latin America $0.3TN ~14% CAGR $0.6TN ~8% CAGR ‘15 PURCHASE VOLUME ’15-’25 CAGR %

Emerging markets will drive 75% of global card volume growth over the next 10 years

Source: The Nilson Report (January 2017, issue 1102), McKinsey & Company

CONFIDENTIAL Page 31 September 2017 Vantiv, LLC

7. Credit Highlights III. Delivering Innovation at Scale

The Combined Company will offer integrated technology platforms, enabling Vantiv’s agile and scalable U.S. platform and Worldpay’s flexible, next-generation global platform to serve domestic and global markets with fast-to-market innovations and lowest cost processing. The Combined Company will have the ability to: • Offer comprehensive and differentiated payment solutions with significant strategic and operational benefits. These platforms are configurable for almost any geography, currency, region or combination and are built to seamlessly accommodate alternative payments and support a fully omni-commerce transaction environment. • Leverage existing deep knowledge in technology and commerce to offer solutions that reduce complexity for both high growth segment merchants and traditional merchants, regardless of size or channel. • Enhance the ability of the Combined Company to innovate with fast-to-market developments and proven record of M&A integration to develop industry-leading solutions to meet emerging new client needs as the payment landscape continues to evolve. • Access the widest set of distribution channels, ranging from large merchants and financial institutions to small and medium business and eCommerce merchants of all sizes. This will solidify the Combined Company’s presence in high-growth channels (including integrated payments, eCommerce and merchant bank), with 37 percent of the Combined Company focused on these fast growing and highly profitable market segments. This will enable it to reach clients with highly complementary strategies in a manner that is cost-effective and efficient regardless of size, type or industry vertical. • Benefit from a reduction in capital expenditure by harmonizing Vantiv’s and Worldpay’s U.S. technology platforms. The U.S. and global technology platforms will be developed, secured and optimized by one of the industry’s largest pools of engineering and technology talent. Whether a local, small merchant requires an integrated payment solution to help manage their business, or a multi-national enterprise would like to connect and transact with consumers online or cross-border, the Combined Company’s comprehensive suite of solutions will enable them to do so seamlessly. The graphic below illustrates the platform and technology attributes:

UNMATCHED SCALE

#1 Global acquirer (1) | ~$1.5Tn in payments volume | Leading cost efficiency

SEAMLESS INTEGRATED TECHNOLOGY

Agile Integrated Scalable Next-Gen Flexible Secure

COMPREHENSIVE DIFFERENTIATED SOLUTION SET 32

 0101 1010 Best-in-class Customer Insights Revenue Security through Omni- Opportunities Data Analytics Channel Back-office Alternative Multi- Online Automation Payments Currency Connectivity

GLOBAL PARTNER OF CHOICE

Note: 1. Based on number of transactions; analysis of data published in The Nilson Report, issues 1095 (September 2016), 1105 (March 2017) and 1110 (May 2017)

CONFIDENTIAL Page 32 September 2017 Vantiv, LLC

7. Credit Highlights IV. Superior Financial Profile

The Combined Company will benefit from an attractive business model and financial profile, the hallmarks of which are recurring revenue, scalability and significant operating margins.

Compelling Model – Visibility, Sustainability, Growth and Cash Flow

Results

• Value proposition drives high recurring Highly Recurring revenues • Diversified client base Revenue • Enviable client base with high retention • 3 – 5 year contracts rates and limited client concentration

• Strong secular growth in electronic (1) Robust Organic payments • 12% transaction CAGR (’14 –’16) (1)(2) Growth Profile • Broad footprint across high growth markets • 15% net revenue CAGR (’14 –’16) supports sustained organic growth

• Industry-leading margin profile • 48% Adjusted EBITDA Margins Significant Operating (LTM 6/30) Leverage • Continued margin expansion opportunities from scalable technology • Superior cost efficiency

• High free cash flow conversion provides • 78% free cash flow conversion (3) ample flexibility to deploy capital Low Capital Intensity (LTM 6/30) • Ability to strategically enhance footprint, • 10% capital expenditures (LTM 6/30) distribution and technological capabilities

As shown above, the Combined Company will:

• Have a strong, diverse and loyal client base with limited client concentration. This will allow the Combined Company to continue to benefit from a highly visible and recurring revenue model.

• When coupled with an industry-leading margin profile and operating scale efficiencies, the Combined Company will be able to realize margin expansion opportunities through scalable technology and significant operating leverage and deliver continued earnings 33 growth. In addition, this will allow the Combined Company to generate high levels of free cash flow and create ample flexibility for the Combined Company to strategically deploy capital and drive value for shareholders, including pursuing acquisition opportunities that will extend the Combined Company’s capabilities into new markets and segments.

• On a pro forma basis assuming the combination had completed as at 30 June 2017 and taking into account the financing arrangements entered into by Vantiv, LLC in connection with the combination and the Fifth Third Transaction and the expected approximately $200 million annual recurring pre-tax cost synergies, the Combined Company’s gross and net leverage, calculated as (4) debt/EBITDA, would be 4.9x and 4.6x, respectively . It is expected that the Combined Company, with its strong credit profile and attractive cash flow, will look to reduce leverage on a consistent basis over the medium term, including a target of de-levering to a 4.0x debt to EBITDA leverage ratio over the next 12-18 months.

Notes: Assumes exchange rate of $1.2967:£1 1. Calculated as a combination of both companies utilizing the exchange rate noted above per the 2.7 Announcement 2. Worldpay net revenue reflects reported gross profit for comparable reporting conventions to Vantiv, for illustrative purposes only 3. Free cash flow conversion defined as (Adjusted EBITDA – Capex) / Adjusted EBITDA 4. Assuming one-third of $200MM of run-rate synergies for illustrative purposes, the Combined Company’s gross and net leverage would be 5.1x and 4.8x, respectively

CONFIDENTIAL Page 33 September 2017 Vantiv, LLC

7. Credit Highlights IV. Superior Financial Profile (cont’d)

On a pro forma basis assuming the combination had completed on 31 December 2016, the Combined Company would have processed approximately $1.5 trillion in payment volume and 40 billion transactions through more than 300 payment methods in 146 countries and 126 currencies with combined net revenue of over $3.2 billion. In this same time period, the combination would have produced a company with $1.5 billion of adjusted EBITDA, an adjusted EBITDA margin of 48 percent and free cash flow generation of over $1.0 billion with 78 percent free cash flow conversion. The table below illustrates the Combined Company’s attributes on a pro forma basis for 2016:

+ FY2016 (before synergies) (1)(2)

Transaction Volume ($Tn) $0.9 $0.6 $1.5Tn

Transactions (Bn) 25 15 40Bn

Net Revenue ($Bn) $1.9 $1.3 (2) $3.2Bn

Adjusted EBITDA ($Bn) $0.9 $0.6 $1.5Bn

Margin (%) 48% 47% (2) 48%

34 Free Cash Flow ($Bn) (3) $0.8 $0.4 $1.2Bn

Conversion (%) (4) 87% 66% 78%

Notes: Assumes exchange rate of $1.2967£1 1. Figures shown are pro forma for Combined Company 2. Worldpay for illustrative purposes only; net revenue reflects reported gross profit for comparable reporting conventions to Vantiv; Underlying EBITDA shown for Worldpay, margin shown after taking into effect net revenue to gross profit adjustment 3. Free cash flow defined as Adjusted EBITDA – Capex 4. Free cash flow conversion defined as (Adjusted EBITDA – Capex) / Adjusted EBITDA

CONFIDENTIAL Page 34 September 2017 Vantiv, LLC

7. Credit Highlights V. Significant Cost Synergies

The Combined Company is expected to benefit from synergies that could not be achieved independent of the combination. In accordance with the Rules of the UK Takeover Code, Vantiv undertook a thorough synergies process and prepared a Quantified Financial Benefits Statement (QFBS), prior to announcing the anticipated synergies figures publicly. This effort was prepared in concert with Deloitte to produce an appropriately vetted and detailed synergies analysis. As a result of this analysis, it is expected that:

• The combination will result in annual recurring pre-tax cost synergies of approximately $200 million. The synergies are expected to be fully realized by the end of the third year following completion of the combination.

• The majority of these cost synergies will be generated by harmonizing the Combined Company’s U.S. platforms and streamlining corporate costs.

• Worldpay’s processing capabilities in the U.S. are expected to be migrated to Vantiv’s processing platforms and Worldpay’s legacy platform will be retired.

• The Combined Company is expected to incur one-off restructuring and integration costs of approximately $330 million. The majority of these costs will be incurred by the end of the second year following completion of the combination.

Identifiable and Achievable Cost Synergies

Annual Run-Rate Synergies

U.S. Technology, Operations and 1 Selling, General & Administrative 63% Expenses

Group General & Administrative 2 Expenses 22%

eCom Technology, Operations and 3 Selling, General & Administrative 15% Expenses 35

$200MM

Estimated Run-Rate Cost Synergies

By End of Third Year Post Close

CONFIDENTIAL Page 35 September 2017 Vantiv, LLC

7. Credit Highlights VI. Strong Cash Flow

(1) The Combined Company will have over $1.0 billion of free cash flow annually and benefit from a business model with proven operating leverage. It will be able to generate high levels of free cash flow, which is best illustrated by using the historical financial performance of the combined pro-forma company. Due to the strong transaction growth and expansion in net revenue per transaction in the Combined Company, net revenue has grown at a 15% compound annual rate since 2014. Both companies have exhibited significant operating leverage, driven by scale efficiencies generated through their powerful business model. The Combined Company has grown EBITDA in-line with its net revenue growth and it has experienced high adjusted EBITDA margins – approximately 48% over (2) the historical period .

Significant Operating Leverage

Net Revenue (2) Adjusted EBITDA

($MM) 15% ($MM) 15%

CAGR 3,337 CAGR 3,182 1,518 1,596 2,797 1,331 2,395 1,344 1,156 1,278 606 645 1,116 527 992 486

1,905 1,993 912 952 1,403 1,682 670 804

2014 2015 2016 LTM 2014 2015 2016 LTM 6/30/17 6/30/17 % %

Growth 15% 17% 14% 11% Margin (2) 48% 48% 48% 48%

(1) CapEx Free Cash Flow ($MM) ($MM) 17% 6% CAGR 1,249 CAGR 1,192 347 317 327 1,014 288 868 398 412 294 209 233 301 185 232 794 837 567 720 103 85 118 114

2014 2015 2016 LTM 2014 2015 2016 LTM 36 6/30/17 6/30/17

% % Of Rev. (2) 12% 11% 10% 10% Conversion (3) 75% 76% 78% 78%

Worldpay has historically had a high level of capital expenditure as they invested in their new platform. On a combined basis, capital expenditure has decreased to around 10% of Net Revenue. The Combined Company’s free cash flow in 2016 would have represented nearly 80% conversion of Adjusted EBITDA, which again includes Worldpay’s substantial capex investments in 2016. A reduction in Worldpay’s one-off platform related capital expenditures after the completion of their new acquiring platform would accrue directly to free cash flow generation and increase conversion.

Notes: Assumes exchange rate of $1.2967:£1 1. Free cash flow defined as Adjusted EBITDA – Capex 2. Worldpay for illustrative purposes only; net revenue reflects reported gross profit for comparable reporting conventions to Vantiv 3. Free cash flow conversion defined as (Adjusted EBITDA – Capex) / Adjusted EBITDA

CONFIDENTIAL Page 36 September 2017 Vantiv, LLC

7. Credit Highlights VI. Strong Cash Flow (cont’d)

Vantiv’s management has historically used the company’s significant free cash flow to enable it to consistently de-lever. Vantiv has shown discipline in managing leverage levels post acquisition. The company has opportunistically increased leverage a few times – including in 2014 to fund the Mercury transaction – and has subsequently quickly de-levered back down again, by nearly a turn per year, in both 2012 and 2015.

Vantiv’s Consistent Track Record of De-levering

Gross Debt / Adjusted EBITDA (1)(2)

De-levering Post Mercury 4.8x

4.0x 3.9x 3.6x 3.4x 3.1x 2.5x

2011A 2012A 2013A 2014A 2015A 2016A LTM 6/30/17

Net Debt / Adjusted EBITDA (1)(2)

De-levering Post Mercury

4.2x 3.6x 3.5x 3.2x 3.3x 2.8x 2.4x 37

2011A 2012A 2013A 2014A 2015A 2016A LTM 6/30/17

Notes: 1. Includes additional addbacks for Vantiv covenant EBITDA purposes; ~$40MM incremental addback as of 6/30/2017 2. Leverage increase in 2014 driven by financing for the Mercury acquisition

CONFIDENTIAL Page 37 September 2017 Vantiv, LLC

8. Historical Financial Results & Management’s Discussion and Analysis I . Vantiv Historical Financial Results Fiscal Year Ended December 31, 6 Months Ended LTM CAGR ($ in millions) 2014 2015 2016 6/30/2016 6/30/2017 6/30/2017 '14 - '16

Merchant Services Net Revenue 1,067 1,336 1,546 729 835 1,652 20% % Growth 27% 25% 16% 16% 15% 15% Financial Institutions Net Revenue 336 346 359 183 165 341 3% % Growth 0% 3% 4% 7% (10%) (5%)

Total Net Revenue 1,403 1,682 1,905 912 1,000 1,993 17% % Growth 20% 20% 13% 14% 10% 11%

Income from Operations 315 434 569 257 227 539 34% % Margin 22% 26% 30% 28% 23% 27%

Depreciation and Amortization 275 277 270 133 154 291

Adjusted EBITDA 670 804 912 427 466 952 17% % Growth 15% 20% 13% 14% 9% 11% % Margin 48% 48% 48% 47% 47% 48%

Net Income 169 209 281 131 122 272 29% Less: Net Income Attributable to NCI (44) (61) (68) (32) (24) (60) 24% Net Income Attributable to Vantiv, Inc. 125 148 213 99 98 212 30%

Capital Expenditures 103 85 118 63 59 114 7% % Margin 7% 5% 6% 7% 6% 6%

38 Free Cash Flow (1) 567 720 794 364 407 837 18%

(2) (2) Total Debt 3,417 3,090 3,242 3,024 3,570 3,570 Cash and Cash Equivalents 412 197 139 203 120 120

Net Debt 3,005 2,893 3,103 2,822 3,450 3,450

Notes: 1. Defined as adjusted EBITDA - capital expenditures 2. Includes $33MM of capital lease obligations as of August 2017

CONFIDENTIAL Page 38 September 2017 Vantiv, LLC

8. Historical Financial Results & Management’s Discussion and Analysis II. Vantiv Management’s Discussion and Analysis

Six Months Ended June 30, 2017 vs. Six Months Ended June 30, 2016

Net Revenue Net revenue in the Merchant Services segment increased 15% to $835.0 million for the six months ended June 30, 2017 from $729.0 million for the six months ended June 30, 2016. The increase during the six months ended June 30, 2017 was primarily due to transaction growth of 10% and a 4% increase in net revenue per transaction associated with continued penetration of small and mid-sized merchants.

Net revenue in the Financial Institutions segment decreased 10% to $165.1 million for the six months ended June 30, 2017 from $182.7 million for the six months ended June 30, 2016. The decrease during the six months ended June 30, 2017 was due to an 8% decrease in transactions and lower net revenue per transaction primarily driven by compression from the Fifth Third contract renewal and the de-conversion of a major client.

Total Net revenue, which is revenue less network fees and other costs, increased 10% to $1,000.1 million for the six months ended June 30, 2017 from $911.7 million for the six months ended June 30, 2016 due to the factors discussed above.

Sales and Marketing Sales and marketing expense increased 15% to $323.3 million for the six months ended June 30, 2017 from $280.5 million for the six months ended June 30, 2016. The increase was primarily attributable to higher residual payments to referral partners as a result of increased revenue in the Merchant Services segment in connection with the continued penetration of small and mid-sized merchants.

Other Operating Costs Other operating costs increased 5% to $154.9 million for the six months ended June 30, 2017 from $147.3 million for the six months ended June 30, 2016. When excluding transition, acquisition and integration costs, other operating costs increased 4% to $146.6 million for the six months ended June 30, 2017 from $141.3 million for the six months ended June 30, 2016. The increase is primarily attributable to an increase in information technology and operation costs, in support of revenue growth.

General and Administrative General and administrative expenses increased 50% to $140.0 million for the six months ended June 30, 2017 from $93.1 million for the six months ended June 30, 2016. When excluding transition, acquisition and integration costs, which include a $38 million charge related to a settlement agreement stemming from legacy litigation of an acquired company, as well as share-based compensation costs, general and administrative expenses increased 1% to $64.0 million for the six months ended June 30, 2017 from $63.2 million for the six months ended June 30, 2016. 39 Depreciation and Amortization Depreciation expense associated with property, equipment and software increased to $43.2 million for six months ended June 30, 2017 from $34.2 million for the six months ended June 30, 2016. The increase is primarily attributable to recent acquisitions.

Amortization expense associated with intangible assets, which consist primarily of customer relationship intangible assets, increased to $111.3 million for the six months ended June 30, 2017 from $99.3 million for the six months ended June 30, 2016. The increase is primarily attributable to an increase in amortization of customer relationship intangible assets as a result of recent acquisitions.

Income from Operations Income from operations decreased 12% to $227.5 million for the six months ended June 30, 2017 from $257.3 million for the six months ended June 30, 2016.

CONFIDENTIAL Page 39 September 2017 Vantiv, LLC

8. Historical Financial Results & Management’s Discussion and Analysis II. Vantiv Management’s Discussion and Analysis (cont’d)

Six Months Ended June 30, 2017 vs. Six Months Ended June 30, 2016

Interest Expense—Net Interest expense—net increased to $58.9 million for the six months ended June 30, 2017 from $53.8 million for the six months ended June 30, 2016. This increase in interest expense—net is primarily attributable to October 2016 debt refinancing, which resulted in an increase in the amount of outstanding debt and interest rate swaps.

Non-Operating Expense Non-operating expense were $4.7 million and $10.3 million for the three and six months ended June 30, 2016, respectively, primarily relating to the change in fair value of the TRA entered into as part of the acquisition of Mercury.

Income Tax Expense Income tax expense for the six months ended June 30, 2017 was $38.9 million compared to $62.3 million for the six months ended June 30, 2016, reflecting effective rates of 24.1% and 32.2%, respectively. Vantiv’s effective rate reflects the impact of non-controlling interests not being taxed at the statutory corporate tax rates. The effective tax rate for the six months ended June 30, 2017 includes a $14.1 million credit to income tax expense as a result of adoption of ASU 2016-09, Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting.

CONFIDENTIAL Page 40 September 2017 Vantiv, LLC

8. Historical Financial Results & Management’s Discussion and Analysis II. Vantiv Management’s Discussion and Analysis (cont’d)

Fiscal Year Ended December 31, 2016 vs. Fiscal Year Ended December 31, 2015

Net Revenue Net revenue in the Merchant Services segment increased 16% to $1,545.9 million for the year ended December 31, 2016 from $1,335.6 million for the year ended December 31, 2015. The increase during the year ended December 31, 2016 was due primarily to transaction growth of 11% and a 5% increase in net revenue per transaction associated with continued penetration of small and mid-sized merchants.

Net revenue in the Financial Institutions segment increased 4% to $358.9 million for the year ended December 31, 2016 from $346.1 million for the year ended December 31, 2015. The increase during the year ended December 31, 2016 was due to a 4% increase in net revenue per transaction primarily due to value-added services including the impact of EMV card reissuance and fraud related services.

Total Net revenue increased 13% to $1,904.8 million for the year ended December 31, 2016 from $1,681.7 million for the year ended December 31, 2015 due to the factors discussed above.

Sales and Marketing Sales and marketing expense increased 16% to $582.3 million for the year ended December 31, 2016 from $503.9 million for the year ended December 31, 2015. The increase was primarily attributable to higher residual payments to referral partners as a result of increased revenue in the Merchant Services segment in connection with the continued penetration of small and mid-sized merchants.

Other Operating Costs Other operating costs increased 4% to $294.2 million for the year ended December 31, 2016 from $284.1 million for the year ended December 31, 2015. When excluding transition, acquisition and integration costs, other operating costs increased 11% to $285.4 million for the year ended December 31, 2016 from $256.3 million for the year ended December 31, 2015. The increase was primarily attributable to an increase in information technology and operation costs, in support of revenue growth.

General and Administrative General and administrative expenses increased 4% to $189.7 million for the year ended December 31, 2016 from $182.4 million for the year ended December 31, 2015. When excluding transition, acquisition and integration costs as well as share-based compensation, general and administrative costs increased 7% to $125.2 million for the year ended December 31, 2016 from $117.1 million for the year ended December 31, 2015. General and administrative expenses continue to grow slower than net revenue as Vantiv continues to drive efficiencies in the back office.

Depreciation and Amortization 41 Depreciation expense associated with property, equipment and software decreased to $70.5 million for the year ended December 31, 2016 from $76.6 million for the year ended December 31, 2015.

Amortization expense associated with intangible assets, which consist primarily of customer relationship intangible assets, decreased to $199.6 million for the year ended December 31, 2016 from $200.4 million for the year ended December 31, 2015.

Income from Operations Income from operations increased 31% to $568.5 million for the year ended December 31, 2016 from $434.4 million for the year ended December 31, 2015.

Interest Expense—Net Interest expense—net increased to $109.5 million for the year ended December 31, 2016 from $105.7 million for the year ended December 31, 2015. The increase in interest expense—net is primarily attributable to interest rate swaps.

CONFIDENTIAL Page 41 September 2017 Vantiv, LLC

8. Historical Financial Results & Management’s Discussion and Analysis II. Vantiv Management’s Discussion and Analysis (cont’d)

Fiscal Year Ended December 31, 2016 vs. Fiscal Year Ended December 31, 2015

Non-Operating Income (Expense) Non-operating expenses were $36.3 million for the year ended December 31, 2016, related to the change in fair value of the Mercury TRA entered into as part of the acquisition of Mercury and a charge related to the October 2016 debt refinancing. Non-operating expense was $31.3 million for the year ended December 31, 2015, primarily related to the change in fair value of the Mercury TRA.

Income Tax Expense Income tax expense for the year ended December 31, 2016 was $141.9 million compared to $88.2 million for the year ended December 31, 2015, reflecting effective rates of 33.6% and 29.6%, respectively. Vanitv’s effective rate reflects the impact of non-controlling interest not being taxed at the statutory corporate tax rates. As Vantiv’s non-controlling interest declines to the point Vantiv Holding is a wholly-owned subsidiary, Vantiv’s expects the effective rate to increase to approximately 36.0%.

CONFIDENTIAL Page 42 September 2017 Vantiv, LLC

8. Historical Financial Results & Management’s Discussion and Analysis I. Worldpay Historical Financial Results Fiscal Year Ended December 31, 6 Months Ended LTM CAGR (£ in millions) 2014 2015 2016 6/30/2016 6/30/2017 6/30/2017 '14 - '16

Global eCommerce Net Revenue (1)(2) 241 278 339 166 193 366 19% % Growth (3) 18% 17% 22% 25% 17% 17% WPUK Net Revenue (1)(2) 324 355 384 187 191 388 9% % Growth (3) 8% 11% 8% 12% 2% 3% WPUS Net Revenue (1)(2) 200 227 262 120 140 283 15% % Growth (3)(4) (1%) 7% 2% 5% 3% 18%

Total Net Revenue (1) 765 860 985 473 524 1,036 13% % Growth (3) 9% 12% 15% 16% 11% 12%

Operating Profit 296 341 389 182 190 398 15% % Margin 39% 40% 40% 38% 36% 38%

Underlying Depreciation and Amort. 78 66 78 36 57 99

Underlying EBITDA 375 406 468 218 248 497 12% % Growth 8% 8% 15% 19% 14% 13% % Margin 49% 47% 47% 46% 47% 48%

Profit 92 138 245 112 129 262 64%

Capital Expenditures 143 179 161 82 101 180 6% % Margin 19% 21% 16% 17% 19% 17% 43 Free Cash Flow (5) 232 227 307 136 147 318 15%

Total Debt (6) 2,423 1,591 1,681 1,640 1,669 1,669 Cash and Cash Equivalents (7) 169 165 313 267 360 360

Net Debt 2,254 1,425 1,368 1,373 1,309 1,309

Notes: 1. Net revenue reflects reported gross profit for comparable reporting conventions to Vantiv 2. Segment net revenue estimated by allocating total gross profit using reported net revenue % of total 3. Reflects reported net revenue growth 4. WPUS growth reflects constant currency for FY2015, FY2016, 6 months ended 6/30/2016 and 6 months ended 6/30/2017 5. Defined as adjusted EBITDA - capital expenditures 6. Net of issuance discount and other related costs 7. Excludes cash held on behalf of CVR holders

CONFIDENTIAL Page 43 September 2017 Vantiv, LLC

8. Historical Financial Results & Management’s Discussion and Analysis II. Worldpay Management’s Discussion and Analysis

Six Months Ended June 30, 2017 vs. Six Months Ended June 30, 2016

Revenue Revenue of £2,509.5m (2016: £2,135.6m) was £373.9m, or 18%, higher than in the prior year. This reflected an 11% increase in total transaction value driven by a 6% increase in total transactions and a 4% increase in average transaction value. The year-on-year increase also benefited from foreign currency translation on the WPUS revenue of £152.4m, therefore on a constant currency basis, revenue increased by 10%.

Net revenue Net revenue at £600.5m increased by £60.8m, or 11% (2016: £539.7m) and net revenue as a percentage of total transaction value remained stable at 0.25%. On a constant currency basis, the growth in net revenue was 7% and reflects a 17% increase in the Global eCom business, a 2% increase in WPUK and a 3% increase in WPUS.

The increase in Global eCom reflects strong growth across most products and verticals and all geographic regions. Worldpay also continued to benefit from the translation of non-Sterling trading as a result of the weakening of Sterling.

In WPUK, transaction volumes grew by 9% and value grew by 4% as Worldpay saw strong growth in the Large Corporates sector offset by weaker trading in Small Corporate and SMB business. Also affecting the net revenue performance year-on- year was the loss of Visa Europe rebates in late 2016 (following the acquisition of Visa Europe by Visa Inc.) as well as increases in scheme fees year-on year and a one-off timing benefit from a reduction in interchange costs in the first half of 2016. Worldpay also experienced a slowdown in consumer spending and weaker sales in the last two months of the period.

In WPUS, the 3% underlying growth benefitted from a reclassification of debit routing income from the schemes to net revenue from cost of sales. There was no impact on gross profit or underlying EBITDA. Excluding this, net revenue and transaction volumes were broadly flat year-on-year as growth in Corporate and Partnerships was offset by the continued decline in ATMs and an increase in scheme fees.

Gross profit (comparable to Vantiv Net Revenue and indicated as Net Revenue on page 43) Gross profit increased by £50.9m, or 11%, to £523.7m (2016: £472.8m). On a constant currency basis the growth was 7% and reflects an 18% increase in the Global eCom business and a 2% increase in WPUK. Gross profit in WPUS was unchanged.

Underlying personnel and net operating expenses Underlying personnel and net operating expenses increased by £21.3m, or 8%, to £276.2m (2016: £254.9m) and included for the first time from 1 April 2017, the costs associated with the running of the New Acquiring Platform of £5.9m. On a constant currency basis, the increase in net operating costs was 4% which was significantly lower than the net revenue 44 growth and demonstrates a continued focus on cost control and operating efficiency.

Underlying EBITDA Underlying EBITDA increased by £29.6m, or 14%, to £247.5m (2016: £217.9m). On a constant currency basis the growth was 11%, reflecting a 20% increase in Global eCom, a 2% increase in WPUK and a 12% increase in WPUS, offset by a 9% increase in Corporate costs. Underlying EBITDA as a percentage of net revenue was 41.2% compared with 40.4% in the prior year.

CONFIDENTIAL Page 44 September 2017 Vantiv, LLC

8. Historical Financial Results & Management’s Discussion and Analysis II. Worldpay Management’s Discussion and Analysis (cont’d)

Six Months Ended June 30, 2017 vs. Six Months Ended June 30, 2016

Underlying depreciation and amortization Underlying depreciation and amortization increased by £20.8m, or 57%, to £57.2m (2016: £36.4m). On a constant currency basis, the increase was 52% and reflects higher levels of capital expenditure as well as the commencement, in April 2017, of amortization on the remaining components of Worldpay’s new acquiring platform which adds approximately £18m this financial year to the Group’s depreciation and amortization charge.

Total costs incurred to 30 June 2017 on the new acquiring platform programme are £569.7m, of which £368.6m has been included within tangible and intangible assets on the balance sheet and is being depreciated, with the remainder charged directly to the income statement.

Underlying finance costs Underlying finance costs at £29.3m were broadly in line with the prior year (2016: £28.2m). The average cost of debt during the period was 3.1%.

Gain on disposal of investment and subsidiary During the period the Group made a partial disposal of its investment in Blue Star Sports Holdings Inc., realising a gain on disposal of £7.5m. It also disposed of its Swedish subsidiary realising a loss on disposal of £0.6m.

Share of results of joint venture and associate The share of results of joint venture and associate was a loss of £0.6m in the period (2016: loss of £0.5m) and reflects Worldpay’s remaining investment in Pazien Inc..

Profit before tax Profit before tax was £128.9m (2016: £168.6m). The movement year-on-year reflects the continued strong underlying trading performance in the Global eCom division and strong cost control throughout the Group, as well as the reduction in separately disclosed items affecting EBITDA, offset by increased depreciation and the movements in separately disclosed items affecting finance income/(costs).

Tax The tax charge on underlying results for the Group was £38.8m (2016: £40.5m), representing both current tax and deferred tax charges. The underlying tax charge has been calculated by applying an estimate of the underlying effective tax rate for the full year of 23.2% which is higher than the UK headline rate for the year of 19.25% primarily due to profits in overseas territories with higher taxation rates, along with non-deductible costs.

The tax credit of £3.0m (2016: charge of £69.5m) arising on separately disclosed items comprises a credit of £11.4m offset 45 by a tax charge of £8.4m in relation to Visa Europe. The prior year charge for the six months to 30 June 2016 includes a tax charge of £86.5m relating to the disposal of the interest in Visa Europe.

After including separately disclosed items, the Group’s total tax charge for the period was £35.8m (2016: £110.0m).

CONFIDENTIAL Page 45 September 2017 Vantiv, LLC

8. Historical Financial Results & Management’s Discussion and Analysis II. Worldpay Management’s Discussion and Analysis (cont’d)

Fiscal Year Ended December 31, 2016 vs. Fiscal Year Ended December 31, 2015

Revenue Revenue of £4,540.8m (2015: £3,963.0m) was £577.8m, or 15%, higher than in the prior year. This reflected a 12% increase in total transaction value driven by a 14% increase in total transactions, partly offset by a 2% fall in average transaction value. The year-on-year increase also benefited from foreign currency translation on the WPUS revenue of £248.7m.

Net revenue Net revenue increased by £142.5m, or 15%, to £1,124.2m (2015: £981.7m) and net revenue as a percentage of total transaction value increased by one basis point to 0.25%. On a constant currency basis, the growth was 11% and reflects a 22% increase in the Global eCom business, an 8% increase in WPUK and a 2% increase in WPUS.

The increase in Global eCom reflects strong growth across a number of products, especially net acquiring income and treasury management and foreign exchange services. Worldpay also benefited from the translation of non-Sterling trading as a result of the weakening of Sterling. Transaction volumes increased by 30%, which was higher than expected due to the unusually strong performance in the first half and the benefit of some non-recurring items. Volumes were particularly strong in the Digital Content vertical where transaction values are typically lower. As a result, the average transaction value fell by 6% but net revenue as a percentage of transaction value remained strong at 0.32%.

In WPUK, strong client acquisition and cross-sales, particularly in SMB and Small Corporate, as well as continuing growth in the use of cards as a payment mechanism, led to a 7% increase in transaction volumes. Total transaction value grew by 3%, reflecting the increase in the use of contactless payments for lower value purchases and the continued retail price deflation. Net revenue as a percentage of total transaction value increased by one basis point to 0.21%, benefiting from increased cross-sales of transformational products and services and, in the first half, the effect of lower interchange costs on the acquiring margin.

In WPUS, the 2% underlying growth was driven principally by acquiring volume growth, reflecting an increase in transaction volumes in both the Small and Corporate Business segments. Transaction volumes were up 7%, principally driven by growth in the Corporate segment where margins are typically lower than in the Small Business Unit. Continued downward pressure on petrol prices led to a decline in average transaction values of 2%.

Gross profit (comparable to Vantiv Net Revenue and indicated as Net Revenue on page 43) Gross profit increased by £124.8m, or 15%, to £985.2m (2015: £860.4m). On a constant currency basis the growth was 11% and reflects a 21% increase in the Global eCom business, an 8% increase in WPUK and a 3% increase in WPUS. The increase in Global eCom and WPUK was driven by the net revenue improvements noted earlier. In WPUS, lower commission payments resulted in a slight improvement in the gross profit growth rate compared to the net revenue growth 46 rate.

CONFIDENTIAL Page 46 September 2017 Vantiv, LLC

8. Historical Financial Results & Management’s Discussion and Analysis II. Worldpay Management’s Discussion and Analysis (cont’d)

Fiscal Year Ended December 31, 2016 vs. Fiscal Year Ended December 31, 2015

Underlying personnel and net operating expenses Underlying personnel and net operating expenses increased by £63.3m, or 14%, to £517.6m (2015: £454.3m). On a constant currency basis the increase was 10% and reflected both higher staff and non-staff costs.

The average number of employees increased to 5,095 from 4,982 in the prior year. The increase was largely driven by recruitment in the latter half of 2015 to enhance capabilities in sales, marketing and lead generation, product development and product management. In addition, there was further investment in 2016 in technology expertise and data analytics to support the ambitious growth plans of the Group and in central functions to support listed company requirements. Bonus costs also increased reflecting the higher headcount and the outperformance against targets.

Non-staff cost increases included higher rent costs following the move to a new WPUS office and data center in Atlanta; increased security spend; higher advertising costs reflecting the growth in sales; and additional costs in Corporate as a result of becoming a listed company. In addition, bad debt expenses increased by £5.3m to £20.8m, partly reflecting the increased transaction volumes and partly as a result of a specific provision for chargebacks in relation to a car hire company which went into administration in January 2017.

Underlying EBITDA Underlying EBITDA increased by £61.5m, or 15%, to £467.6m (2015: £406.1m). On a constant currency basis the growth was 13%, reflecting an 18% increase in Global eCom, an 11% increase in WPUK, a 9% increase in WPUS and a 28% increase in Corporate costs. Underlying EBITDA as a percentage of net revenue was 41.6% compared with 41.4% in the prior year.

Underlying depreciation and amortization Underlying depreciation and amortization increased by £12.8m, or 20%, to £78.4m (2015: £65.6m). On a constant currency basis, the increase was 16%. This increase reflects higher levels of capital expenditure (excluding expenditure on Worldpay’s new acquiring platform). At 31 December 2016, the total amount recorded in intangible assets under construction in relation to Worldpay’s new acquiring platform was £291.5m (31 December 2015: £235.3m). Amortization on Worldpay’s new acquiring platform has been low to date. However, as the assets become available for use, this will lead to a substantial increase in the underlying depreciation and amortization charge. Once in use, these assets will be depreciated over 10 years.

Underlying finance costs Underlying finance costs at £60.3m (2015: £151.2m) were £90.9m lower than the prior year. The substantial decrease reflects the benefit from the change in the Group’s capital structure following the IPO in October 2015. The average cost of debt was 3.1%. 47

CONFIDENTIAL Page 47 September 2017 Vantiv, LLC

8. Historical Financial Results & Management’s Discussion and Analysis II. Worldpay Management’s Discussion and Analysis (cont’d)

Fiscal Year Ended December 31, 2016 vs. Fiscal Year Ended December 31, 2015

Disposal of interest in Visa Europe On 21 June 2016, the Group disposed of its interest in Visa Europe to Visa Inc. and received a mixture of cash and non- cash consideration valued at €1,051.3m. The consideration was made up of €589.7m up-front cash, €405.4m of Series B preferred stock in Visa Inc. and €56.2m deferred cash which will be paid in three years. €547.5m of the up-front cash consideration and all of the preferred stock may be reduced by any final settlement of potential liabilities relating to ongoing interchange-related litigation involving Visa Europe. On disposal of the Visa Europe shares, the Group, along with the other former members of Visa Europe, entered into a Litigation Management Deed (LMD). Under this arrangement, potential losses from Visa Europe interchange litigation will be set against the preferred stock, through adjusting the ratio of conversion to ordinary stock. A Loss Sharing Agreement (LSA) entered into by Worldpay, along with the ten other largest UK members of Visa Europe, provides a second level of protection to Visa Inc., capped at the €547.5m of up-front cash consideration.

The holders of the CVRs (a separate class of shares in the Company) are entitled to 90% of the net post-tax proceeds of the disposal in accordance with the terms of the CVRs (subject to the Company’s right of retention), with Worldpay retaining 10% of the net proceeds.

The Visa Europe asset was recognized in the Group’s balance sheet at 31 December 2015 as a fair value through profit and loss financial asset. On disposal, it has been derecognized from the Group’s balance sheet and the elements of consideration and the potential losses related to the interchange litigation set out above, recognized along with the corresponding tax liabilities. The CVR liabilities have also been revalued to reflect the impact of the transaction.

The initial gain on the disposal of the Visa Europe shares of £207.0m (2015: share revaluation gain of £195.7m) together with related fair value and FX gains and dividends received on the preference shares and cash received of £64.6m (2015: nil) has been recognized in finance income in the Group’s income statement as a separately disclosed item. These have been partly offset by a loss on valuation of the related CVR liabilities of £161.7m (2015: £140.9m). Tax on the above gain was £91.9m. The cumulative post-tax gain attributable to the shareholders of Worldpay is £33.6m, of which £18.0m was recognized in 2016 and £15.6m in 2015.

Profit before tax Profit before tax was £264.1m (2015: £19.1m). The improvement reflects the strong underlying trading performance, together with a reduction in underlying finance costs and the net gain in relation to the disposal of Visa Europe, partly offset by the foreign exchange losses.

Tax The tax charge on underlying results for the Group increased by £32.4m, or 65%, to a charge of £82.1m in the year ended 48 31 December 2016 (2015: £49.7m), representing both current tax and deferred tax charges. The underlying tax charge was driven principally by taxable profits arising in the UK, US and Netherlands, partly offset by utilisation of brought forward taxable losses in the US.

The charge reflects an effective tax rate on underlying results of 25.1%, which is higher than the UK headline rate for the year of 20.0% primarily due to profits in overseas territories with higher taxation rates, along with non-deductible costs.

The tax charge of £50.5m (2015: credit of £0.8m) arising on separately disclosed items includes a tax charge of £91.9m relating to the disposal of the interest in Visa Europe. This is relatively high as no deferred tax asset has been recognised on the estimated liability under the LSA in excess of that which has been offset against the Visa Inc. preference shares.

After including separately disclosed items, the Group’s total tax charge increased by £83.7m to £132.6m in the year ended 31 December 2016 (2015: £48.9m), inclusive of the tax on the disposal of Visa Europe.

CONFIDENTIAL Page 48 September 2017 Vantiv, LLC

9. Summary Terms and Conditions Posted separately to Intralinks

CONFIDENTIAL Page 49