Western Union 2015 Annual Report Download - page 252

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ITEM 9B. OTHER INFORMATION
Iran Threat Reduction and Syria Human Rights Act of 2012 Disclosure
As previously reported in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, the Company is making
the following disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section
13(r) of the Securities Exchange Act of 1934 (the “Exchange Act”), which require us to include certain disclosures in our periodic
reports if we or any of our “affiliates” (as defined in Rule 12b-2 under the Exchange Act) knowingly engage in certain specified
activities.
The Company’s network agent in the Republic of the Gambia, Trust Bank Ltd., engaged an entity called the Kairaba Shopping
Centre to act as a “sub-agent” of Trust Bank Ltd. in 2006. The Kairaba Shopping Centre is located in the city of Serrekunda in
the Republic of the Gambia. No money transfers were ever initiated from the Kairaba Shopping Centre, it only processed receipt
transactions. The Company did not directly remit fees or other compensation to, or have a contractual relationship with, Kairaba
Shopping Centre.
In late March 2015, the Company preliminarily determined that Kairaba Shopping Centre appeared to be a match to an entity
that was added to the Specially Designated Nationals and Blocked Persons List (“SDN List”) of the U.S. Treasury Department’s
Office of Foreign Assets Control (“OFAC”) pursuant to Executive Order 13224 on December 9, 2010. On March 25, 2015, the
Company took action to prevent the Kairaba Shopping Centre from receiving or initiating money transfer transactions through
the Western Union network and has permanently suspended all activity by the Kairaba Shopping Centre. The Company also
terminated its relationship with Trust Bank Ltd on May 22, 2015.
From December 9, 2010 to March 25, 2015, the Kairaba Shopping Centre, through its relationship with Trust Bank Ltd.,
processed transactions with an aggregate principal value - i.e., the total amount of monies paid out to recipients - of $1,296,957.
The Company’s total revenues from these transactions during the period from December 9, 2010 to March 25, 2015 were $130,586,
and, based on average margins for the period from December 9, 2010 to March 25, 2015, its net profit totaled approximately
$36,000.
The Company has disclosed this matter to OFAC and intends to cooperate with regulatory inquiries, if any.
Amended and Restated By-laws
On February 19, 2016, the Board of Directors of the Company approved two amendments to the Company’s Amended and
Restated By-laws (the “By-laws”), effective the same date.
First, the Board of Directors amended the By-laws to add a new Article IX thereto providing that, unless a majority of the
Board of Directors, acting on behalf of the Company, consents in writing to the selection of an alternative forum (which consent
may be given at any time, including during the pendency of litigation), the Court of Chancery of the State of Delaware (or, if the
Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no court located within
the State of Delaware has jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum
for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a
fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders,
(c) any action asserting a claim against the Company or any of its directors, officers or other employees arising pursuant to any
provision of the General Corporation Law of the State of Delaware, the Company’s Certificate of Incorporation or the By-laws
(in each case, as may be amended from time to time) or (d) any action asserting a claim against the Company or any of its directors,
officers or other employees governed by the internal affairs doctrine of the State of Delaware, in all cases subject to the court’s
having personal jurisdiction over all indispensable parties named as defendants; provided that the foregoing shall not apply with
respect to any litigation that has been filed as of February 19, 2016.
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