Worldpay : First filing of proxy statement / timetable update

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR

FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE

RELEVANT LAWS OF SUCH JURISDICTION.

25 September 2017

VANTIV, INC.

First Filing of Proxy Statement and Timetable Update

On 9 August 2017, the Boards of Vantiv, Inc. ('Vantiv') and Worldpay Group PLC ('Worldpay') announced the terms of a recommended cash and share offer by Vantiv and Vantiv UK Limited, an indirect subsidiary of Vantiv, for the entire issued and to be issued share capital of Worldpay (the 'Merger').

First Filing of Proxy Statement

In connection with the Merger, today Vantiv has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (the 'Preliminary Proxy'). A copy of the Preliminary Proxy is available at:

https://www.sec.gov/Archives/edgar/data/1533932/000119312517291622/d440335dprem14a.htm

Among other things, the Preliminary Proxy contains certain consensus forecasts relating to Vantiv which constitute profit forecasts for the purposes of Rule 28 of the City Code on Takeovers and Mergers (the 'Code') (the 'Consensus Forecasts'). Pursuant to Rule 28.1(c) of the Code, the Consensus Forecasts are set out in the Appendix to this announcement, together with the Vantiv directors' confirmation relating thereto.

Update on Timing

Vantiv expects the definitive form of the proxy statement to be filed with the SEC and mailed to Vantiv shareholders in November/ December 2017, at or around the same time as the UK prospectus in respect of Vantiv's standard listing on the London Stock Exchange is published and the scheme circular relating to the Merger is posted by Worldpay to its shareholders (the 'Scheme Circular'). Vantiv and Worldpay anticipate that their respective shareholder meetings will be convened in mid-December 2017/ January 2018, with a view to completing the Merger in January 2018. The Scheme Circular will contain a full anticipated timetable with respect to the Merger.

Enquiries

Additional Information

This announcement is being made in respect of a potential transaction involving Worldpay and Vantiv. In connection with such transaction, Vantiv intends to file a proxy statement on Schedule 14A and other documents regarding such transaction with the SEC. Before making any voting or investment decision, investors are urged to carefully read the entire definitive proxy statement when it becomes available and any other relevant documents filed by Vantiv with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about Vantiv, Worldpay and the transaction.Investors and security holders are also urged to carefully review and consider Vantiv's public filings with the SEC, including but not limited to its Annual Reports on Form 10-K, its proxy statements, its Current Reports on Form 8-K and its Quarterly Reports on Form 10-Q. When available, copies of the definitive proxy statement will be mailed to the respective stockholders of Vantiv. When available, copies of the definitive proxy statement also may be obtained free of charge at the SEC's web site athttp://www.sec.gov.

Participants in the Solicitation

Vantiv and its directors, officers and employees may be considered participants in the solicitation of proxies from Vantiv's stockholders in respect of the potential transaction involving Worldpay and Vantiv. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Vantiv's stockholders in connection with such transaction, 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 Vantiv's participants in the solicitation, which may, in some cases, be different than those of Vantiv's stockholders generally, is set forth in the materials filed by Vantiv with the SEC, including in the proxy statement for Vantiv's 2017 Annual Meeting of Stockholders, which was filed with the SEC on March 15, 2017, as supplemented by other Vantiv filings with the SEC, and will be set forth in the definitive proxy statement relating to the transaction when it becomes available.

No Offer or Solicitation

This communication 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.

Important notices relating to financial advisers

Morgan Stanley & Co. LLC, acting through its affiliate, Morgan Stanley & Co. International plc ('Morgan Stanley') which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK is acting as financial adviser exclusively for Vantiv and no one else in connection with the matters set out in this announcement. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in connection with the contents of this announcement or any other matter referred to herein.

Credit Suisse Securities (USA) LLC, acting through its affiliate, Credit Suisse International ('Credit Suisse') which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as financial adviser exclusively for Vantiv and no one else in connection with the matters set out in this announcement and will not be responsible to any person other than Vantiv for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.

APPENDIX

The following financial projections with respect to Vantiv represent median consensus research analysts' estimates, as published by IBES for 2017 to 2019, and as extrapolated for 2020 to 2022, in each case for the operating measures identified below, and were approved by Vantiv's management for use by Morgan Stanley and Credit Suisse in connection with their respective opinions.

Vantiv Directors' Confirmation

The directors of Vantiv have considered the Consensus Forecasts that relate to Vantiv, as adjusted for the purchase by Vantiv of 19,790,000 shares of Vantiv Class A common stock from Fifth Third Bank on 9 August 2017 (the 'Adjusted Consensus Forecast'), and confirm that they remain valid as at the date of this announcement, and that the numbers represented by the Adjusted Consensus Forecast are consistent with Vantiv's own management forecasts which have been properly compiled on the basis of the assumptions set out in this Appendix and that the basis of the accounting used is consistent with Vantiv's accounting policies.

Assumptions

Vantiv's own management forecasts are based on the following assumptions:

Factors outside the influence or control of the Vantiv Directors:

• Vantiv continues to operate as an independent company and does not complete the Merger.

• There will be no material changes to existing prevailing macroeconomic or political conditions in the markets and regions in which the Vantiv Group operates.

• There will be no material changes to the conditions of the markets and regions in which the Vantiv Group operates or in relation to customer demand or the behaviour of competitors in those markets and regions.

• The interest, inflation and tax rates in the markets and regions in which the Vantiv Group operates will remain materially unchanged from the prevailing rates.

• There will be no material adverse or beneficial events that will have a significant impact, in a positive or negative manner, on Vantiv's financial performance or prospects.

• There will be no business disruptions that materially affect the Vantiv Group or its key customers, including natural disasters, acts of terrorism, cyber-attack and/or technological issues or supply chain disruptions.

• There will be no material changes in legislation or regulatory requirements or payment network rules impacting on the Vantiv Group's operations or its accounting policies.

Factors within the influence and control of the Vantiv Directors:

• There will be no material change to the present management of Vantiv.

• There will be no material change in the operational strategy of the Vantiv Group.

• There will be no material acquisitions or disposals.

• There will be no material strategic investments over and above those currently planned.

• There will be no unexpected technical or network issues with products or process.