Additional Information
This communication relates to a proposal that Xerox has made for a business combination transaction with HP and the exchange offer which Xerox, through XHC
Acquisition Corp., its wholly owned subsidiary, has made to HP stockholders. The exchange offer is being made pursuant to a tender offer statement on Schedule TO (including the offer to exchange, the letter of election and transmittal and other
related offer documents) and a registration statement on Form S-4 filed by Xerox on March 2, 2020. These materials, as may be amended from time to time, contain important information, including the terms
and conditions of the offer. Subject to future developments, Xerox (and, if applicable, HP) may file one or more proxy statements or other documents with the SEC. This communication is not a substitute for any proxy statement, registration
statement, tender offer statement, prospectus or other document Xerox and/or HP may file with the SEC in connection with the proposed transaction.
This
communication does not constitute an offer to buy or solicitation of an offer to sell any securities. Investors and security holders of Xerox and HP are urged to read the tender offer statement (including the offer to exchange, the letter of
election and transmittal and other related offer documents), the registration statement and any other documents filed with the SEC carefully in their entirety if and when they become available as they will contain important information about the
proposed transaction. Any definitive proxy statement(s) or prospectus(es) (if and when available) will be mailed to shareholders of Xerox and/or HP, as applicable. Investors and security holders may obtain free copies of these documents (if and when
available) and other documents filed with the SEC by Xerox through the web site maintained by the SEC at www.sec.gov, and by visiting Xeroxs investor relations site at www.xerox.com/investor.
This communication shall not constitute an offer to sell or solicitation of an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
This communication is neither a solicitation of a proxy nor a substitute
for any proxy statement or other filings that may be made with the SEC. Nonetheless, Xerox and its directors and executive officers and other members of management and employees and the candidates for election at HPs 2020 Annual Meeting of
Stockholders (the Xerox nominees) identified by Xerox in the preliminary proxy statement filed on March 9, 2020 may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions, including with
respect to HPs 2020 Annual Meeting of Stockholders. You can find information about Xeroxs executive officers and directors in the Current Report on Form 8-K filed by Xerox Holdings Corporation with
the SEC on July 31, 2019, the prospectus filed by Xerox Holdings Corporation with the SEC on April 23, 2019 and the combined Annual Report on Form 10-K for the year ended December 31, 2019 filed
by Xerox Holdings Corporation and Xerox Corporation with the SEC on February 28, 2020. To the extent holdings of Xerox securities by Xeroxs executive officers and directors have changed from the amounts of securities of Xerox Corporation
(the predecessor issuer to Xerox Holdings Corporation) held by such persons as reflected in the prospectus filed by Xerox Holdings Corporation with the SEC on April 23, 2019, such changes have been or will be reflected on Statements of Change
in Ownership on Form 4 filed with the SEC. Information about the Xerox nominees is available at www.XplusHP.com and is included in the preliminary proxy statement filed by Xerox. Additional information regarding the interests of such
potential participants will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC if and when they become available. These documents (if and when available) may be
obtained free of charge from the SECs website www.sec.gov, and by visiting Xeroxs investor relations site at www.xerox.com/investor.
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Media Contact:
Caroline Gransee-Linsey, Xerox,
+1-203-849-2359, Caroline.Gransee-Linsey@xerox.com
Investor Contacts:
Ann Pettrone, Xerox, +1-203-849-2590, Ann.Pettrone@xerox.com
Edward McCarthy, D.F. King & Co., Inc.,
+1-212-269-5550, EMcCarthy@DFKing.com
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