Press release

Xerox Shareholders Approve Holding Company Reorganization

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(NYSE: XRX) announced today that shareholders approved its proposal to
adopt the merger agreement pursuant to which Xerox expects to implement
a holding company reorganization.

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 favor
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 reorganization 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 reorganization; however, there can be no assurance
regarding completion of the reorganization 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

Dividend Declaration

Today the company announced that its board of directors declared a
quarterly cash dividend of $0.25 per share on Xerox common stock. The
dividend is payable on July 31, 2019 to shareholders of record on June
28, 2019.

The board also declared a quarterly cash dividend of $20 per share on
the outstanding Xerox Series B Convertible Perpetual Preferred Stock.
The dividend is payable on July 1, 2019 to shareholders of record on
June 15, 2019.

About Xerox

In the era of intelligent work, we’re not just thinking about the
future, we’re making it. Xerox
is a technology leader focused on the intersection of
digital and physical. We use automation and next-generation
personalization to redefine productivity, drive growth and make the
world more secure. Every day, our innovative technologies and
intelligent work solutions—Powered by Xerox®—help people
communicate and work better. Discover more at
and follow us on Twitter at @Xerox.

Forward-Looking Statements

This release, and other written or oral statements made from time to
time by management contain “forward-looking statements” as defined in
the Private Securities Litigation Reform Act of 1995. The words
“anticipate”, “believe”, “estimate”, “expect”, “intend”, “will”,
“should” and similar expressions, as they relate to us, are intended to
identify forward-looking statements. These statements reflect
management’s current beliefs, assumptions and expectations and are
subject to a number of factors that may cause actual results to differ
materially. Such factors include but are not limited to: statements
regarding the proposed corporate reorganization, the occurrence and
timing of any closing of the proposed corporate reorganization, and
other matters. Xerox assumes no obligation to update any forward-looking
statements as a result of new information or future events or
developments, except as required by law.

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