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Xerox Shareholders Approve Holding Company Reorganization

NORWALK, Conn.--(BUSINESS WIRE)--

Xerox (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 reorganization.

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 Corporation 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 www.xerox.com 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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