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Xerox shareholders approve reorganisation

May 23, 2019

Xerox announced that shareholders approved its proposal to adopt the merger agreement pursuant to which Xerox expects to implement a holding company reorganisation.

Holders of approximately 99.7 percent of common shares present and voting at Xerox’s annual meeting, representing approximately 77.0 percent of the company’s total outstanding common shares, voted in favour of the proposal. The final voting results for the annual meeting will be reported in a Form 8-K that Xerox will file with the Securities and Exchange Commission.

The closing of the holding company reorganisation remains subject to the satisfaction of customary conditions, including, without limitation, receipt of approval from the Financial Conduct Authority of the United Kingdom.

Xerox is targeting the third quarter of 2019 for the closing of the holding company reorganisation; however, there can be no assurance regarding completion of the reorganisation or timing of regulatory approvals, which could delay the closing.

Following the closing, it is expected that the common stock of the holding company will trade on the New York Stock Exchange under Xerox’s current trading symbol, “XRX.” In addition, to eliminate duplicative administrative requirements and costs, Xerox has notified NYSE Chicago that it intends to voluntarily delist Xerox common stock from trading on NYSE Chicago immediately prior to completion of the holding company reorganisation.

The company also announced that its board of directors declared a quarterly cash dividend of $0.25 (€0.22) per share on Xerox common stock.

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