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Shareholder Information
  M&I Exchange of Shares

Completion of Transaction
Share Exchange
Tax Basis

Completion of Transaction
The Board of Directors of Marshall & Ilsley Corporation is pleased to announce that Marshall & Ilsley has completed the transactions necessary to separate Marshall & Ilsley and Metavante Corporation into two separate publicly-traded companies.

As previously announced, new Marshall & Ilsley (“New Marshall & Ilsley”) will be re-named “Marshall & Ilsley Corporation” and continue to trade on the New York Stock Exchange under the same ticker symbol as old Marshall & Ilsley, “MI,” while Metavante Technologies, Inc. (“New Metavante”) will trade on the New York Stock Exchange under the ticker symbol “MV.”

On November 1, 2007, as a result of and in connection with the transactions, Continental Stock Transfer & Trust Company (“Continental”), as exchange and distribution agent for the transactions, has:

  • recorded in the stock transfer records of New Metavante the issuance, to each holder, of one share of New Metavante common stock for every three shares of old Marshall & Ilsley common stock held on November 1, 2007; and
  • recorded in the stock transfer records of New Marshall & Ilsley the issuance, to each holder of New Metavante common stock, three shares of New Marshall & Ilsley common stock for each whole share of New Metavante common stock held on November 1, 2007.

If, as a result of these transactions, the conversion of your shares of old Marshall & Ilsley common stock results in fractional shares of common stock of New Metavante, you will receive $42.70 for every old Marshall & Ilsley Corporation share that was not convertible into Metavante common stock.

 
Share Exchange

Shareholders holding old Marshall & Ilsley Corporation shares in certificated form are required to turn in their certificates for exchange of New Marshall & Ilsley Corporation and Metavante Technologies, Inc. stock.  This exchange requires a completed Letter of Transmittal and the physical certificates be returned in exchange for the new securities.  Copies of the Letter of Transmittal were mailed to all shareholders holding physical certificates to the address on record on or about November 8, 2007.  The form of Letter of Transmittal and additional materials mailed to respective individuals is listed below.

 

If you have questions about the completion of the Letter of Transmittal, please contact the M&I Shareholder Help Line at (800) 573-4412.

 

All completed materials should be sent to the exchange and distribution agent for this transaction:

 

Continental Stock Transfer & Trust Company
17 Battery Place, 8th Floor
New York, NY  10004
(800) 529-3163

 

Related Documents

Letter to Shareholders

Letter of Transmittal

DRS Questions and Answers

Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9

 

If you hold shares of Marshall & Ilsley Corporation that are not represented by stock certificates, including those shares held through a broker, you will receive the applicable number of shares of New Metavante common stock (and, if applicable, a check representing cash in lieu of fractional shares of New Metavante common stock) and the applicable number of shares of New Marshall & Ilsley common stock without any action on your part in book-entry form.

 
Tax Basis

Please consult your tax advisor.  The information contained in the Example of Allocation of Tax Basis Between New Marshall & Ilsley Common Stock and New Metavante Common Stock (“Tax Basis Example”) represents M&I's general understanding of the application of certain existing U.S. federal income tax laws and regulations relating to the New Marshall & Ilsley share distribution.   It does not constitute tax advice and does not purport to be complete or to describe the consequences that may apply to particular categories of shareholders.   You are urged to consult your own tax advisor regarding the applicability and effect of all U.S. federal, state, local, and foreign tax laws.  Unless otherwise expressly indicated, the information contained in the Tax Basis Example the information contained therein was not intended or written to be used, and cannot be used, for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or applicable state or local tax law provisions or (ii) promoting, marketing or recommending to another party any tax-related matters addressed herein.

 

Example of Allocation of Tax Basis Between New Marshall & Ilsley Common Stock and New Metavante Common Stock

 
 
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