On June 20, 2018, the Board of Directors of Total System Services, Inc. (the Company), upon the recommendation
of the Corporate Governance and Nominating Committee of the Board, approved and adopted the following amendments to the Companys bylaws effective immediately:
Article II, Section 4 and Article II, Section 5 were amended to require that the notice
to the Company to be provided by a shareholder of the Company proposing (i) to bring business before an annual meeting of shareholders or (ii) to nominate a person for election to the Board of Directors of the Company must in each case
include information and certain representations with respect to any agreement, arrangement or understanding, the effect of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of,
such shareholder with respect to the Companys common stock.
Article III, Section 2 was amended to delete verbiage regarding certain directors serving
three year terms that was needed as the Company transitioned away from a classified board but is no longer necessary as all directors are now elected on an annual basis.
Article III, Section 10 was amended to delete and revise certain verbiage regarding vacancies
in the Board such that Section 10 is consistent with all directors being elected on an annual basis.
Article III, Section 15 was deleted in its entirety as the Company no longer has any Emeritus
Section 1 was amended to add a specific reference to the General Counsel and Chief Financial Officer as officers of the Company and Article IV, Section 7 was amended to revise the description of the duties of the Treasurer of the
Section 1 was amended to change the reference to Group Executive to that of Senior Vice President and other conforming edits regarding this change were made to other provisions of the bylaws.
The above summary is qualified in its entirety by reference to the bylaws, which are
included as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.