X0306 4 2013-05-15 0001533932 Vantiv, Inc. VNTV 0000035527 FIFTH THIRD BANCORP 38 FOUNTAIN SQUARE PLAZA CINCINNATI OH 45263 1 0 1 0 Class A Common Stock 2013-05-15 4 M 0 16396310 A 16396310 I By Fifth Third Bank Class A Common Stock 2013-05-15 4 S 0 16396310 22.9188 D 0 I By Fifth Third Bank Class B Common Stock 2013-05-15 4 D 0 16396310 0 D 53822826 I By Fifth Third Bank Class B Units of Vantiv Holding, LLC 2013-05-15 4 M 0 16396310 D Class A Common Stock 16396310 53822826 I By Fifth Third Bank The Class B Common Stock provides Fifth Third Bank with up to 18.5% of the aggregate voting power of Vantiv, Inc.'s common stock (other than in connection with a stockholder vote with respect to a change of control, in which event the Class B Common Stock will provide Fifth Third Bank with the full number of votes equal to the number of shares of Class B Common Stock it owns) but has no economic rights. If Fifth Third Bank acquires shares of Class A Common Stock in the future, the voting power of the Class B Common Stock will be reduced by an equivalent amount. Upon an exchange of Class B Units of Vantiv Holding, LLC for shares of Class A Common Stock of Vantiv, Inc. as described in note 4, an equivalent number of shares of Class B Common Stock of Vantiv, Inc. will be cancelled. On May 15, 2013, Fifth Third Bank completed the sale of 16,396,310 shares of Class A Common Stock of Vantiv, Inc. as part of a registered secondary offering. All of the shares of Class A common stock sold by Fifth Third Bank were issued to Fifth Third Bank in exchange for 16,396,310 Class B Units of Vantiv Holding, LLC pursuant to the terms of the exchange right described in note 4. Simultaneously with the exchange, an equivalent number of shares of Class B Common Stock of Vantiv, Inc. held by Fifth Third Bank automatically were cancelled. Immediately following completion of the secondary offering, Fifth Third Bank held 53,822,826 Class B Units of Vantiv Holding, LLC and 53,822,826 shares of Class B Common Stock of Vantiv, Inc. Fifth Third Bank is a wholly owned subsidiary of Fifth Third Financial Corporation, which is a wholly owned subsidiary of Fifth Third Bancorp. Fifth Third Bank has the right, following the expiration of the 90-day underwriters' lock-up and pursuant to and subject to the limitations in the Exchange Agreement among Fifth Third Bank, FTPS Partners, LLC, Vantiv, Inc. and Vantiv Holding, LLC (the "Exchange Agreement"), to exchange Class B Units of Vantiv Holding, LLC, a subsidiary of Vantiv, Inc., for shares of Class A Common Stock of Vantiv, Inc. on a one-for-one basis or, at Vantiv, Inc.'s option, for cash. Upon such exchange for Class A Common Stock, an equivalent number of shares of Class B Common Stock of Vantiv, Inc. will be cancelled. Fifth Third Bank is prohibited by the Exchange Agreement from owning more than 18.5% of the Class A Common Stock at any time. Paul L. Reynolds, Executive Vice President, Secretary and Chief Risk Officer of Fifth Third Bancorp 2013-05-17