Xerox To Complete Holding Company Reorganization

Xerox (NYSE: XRX) announced today that it has received all required regulatory approvals for its proposed holding company reorganization. As previously announced, the board of directors of Xerox unanimously approved the holding company reorganization and Xerox shareholders adopted the merger agreement pursuant to which Xerox expects to implement the holding company reorganization at Xerox’s annual shareholders meeting on May 21, 2019. The transaction is expected to close on July 31, 2019.

In the holding company reorganization, existing shares of Xerox common stock will be automatically converted, on a one-for-one basis, into shares of common stock of Xerox Holdings Corporation, the new holding company. Shareholders of Xerox need not return stock certificates or otherwise take any action to exchange their shares of Xerox common stock. Xerox expects the common stock of Xerox Holdings Corporation to trade on the New York Stock Exchange under Xerox’s current trading symbol, "XRX,” at the opening of trading on Aug. 1, 2019. The common stock of Xerox Holdings Corporation has been assigned a new CUSIP Number: 98421M 106.

The management and business of Xerox will remain the same immediately following the holding company reorganization.

Dividend Declaration and Payment

Due to the anticipated timing for completion of the holding company reorganization, the common stock quarterly dividend usually declared by the Xerox board of directors in July is expected to be declared by the Xerox Holdings Corporation board of directors in August. Consistent with the Company’s normal practice, it is expected that the common stock quarterly dividend will still be payable on Oct. 31, 2019 to shareholders of record on Sept. 30, 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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