The purpose of the Offer is to acquire all of the outstanding Shares in order to combine the
businesses of Xerox and HP. The Purchaser currently intends to seek maximum representation on the board of directors of HP (the HP Board) and, as soon as practicable after consummation of the Offer, to seek to have HP consummate a
merger or other similar business combination with the Purchaser (the Second-Step Merger). The purpose of the Second-Step Merger is for Xerox to acquire all issued and outstanding Shares that are not acquired in the Offer. In the
Second-Step Merger, each remaining Share (other than Shares held by Xerox and its subsidiaries and Shares held in treasury by HP and other than Shares held by HP stockholders who properly exercise applicable dissenters rights under Delaware
law), will be cancelled and converted into the right to receive, at the election of the holder, the Standard Election Consideration, the Cash Election Consideration or the Stock Election Consideration, subject to proration.
The Offer is being made without the prior approval of the HP Board.
The Offer is conditioned upon, among other things, (1) there being validly tendered and not properly withdrawn before the expiration of
the Offer a number of Shares which, together with any Shares then owned by the Purchaser or which the Purchaser has a right to acquire, represents a majority of the total number of Shares outstanding on a fully diluted basis, (2) the HP Board
redeeming the associated preferred stock purchase rights or Xerox being satisfied, in its sole discretion, that the rights have been invalidated or are otherwise inapplicable to the Offer and the Second-Step Merger, (3) the HP Board having
approved the Offer and the Second-Step Merger under Section 203 of the Delaware General Corporation Law (the DGCL) or Xerox being satisfied, in its sole discretion, that Section 203 of the DGCL is inapplicable to the
Offer and the Second-Step Merger, (4) Xerox shareholders having approved (a) the issuance of Xerox Common Stock contemplated in connection with the Offer and the Second-Step Merger, in accordance with the rules of the NYSE, on which the
Xerox Common Stock is listed and (b) other matters ancillary to the Offer and the Second-Step Merger, (5) (a) the waiting period applicable to the Offer and the Second-Step Merger under (i) the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, and (ii) any other applicable antitrust laws and regulations having expired or terminated and (b) any approvals or clearances determined by Xerox to be required or advisable thereunder having been obtained,
(6) the Xerox Common Stock issuable to HP stockholders in connection with the Offer and the Second-Step Merger being approved for listing on the NYSE, subject to official notice of issuance, and (7) the registration statement of which the
Offer to Exchange is a part becoming effective under the Securities Act of 1933, as amended, no stop order suspending the effectiveness of the registration statement having been issued, and no proceedings for that purpose having been initiated or be
threatened, by the Securities and Exchange Commission. The Offer is also subject to the other conditions described in the Offer to Exchange. If any such condition is not satisfied, Xerox may (but is not required to) (1) extend, for any reason,
the period of time during which the Offer is open, (2) delay acceptance for exchange of, or the exchange of, Shares, subject to applicable law, (3) amend or terminate the Offer for any reason without accepting for exchange or exchanging
any Shares, and (4) waive any such conditions at any time, except for certain conditions as described in the Offer to Exchange, in each case by giving oral or written notice of such delay, termination, waiver or amendment to the Depository and
by making public announcement thereof. Consummation of the Offer is not subject to any financing conditions.
The term Expiration
Date means 5:00 p.m., New York City time, on April 21, 2020, unless extended by Xerox, in which event the term Expiration Date means the latest time and date at which the Offer, as so extended, expires. Any extension of the
Offer will be followed as promptly as practicable by a public announcement. Such announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. No subsequent
offering period will be available after the Offer.
For purposes of the Offer, Xerox will be deemed to have accepted for exchange, and
thereby exchanged, Shares validly tendered and not properly withdrawn, if and when Xerox gives oral or written notice to the Depository of Xeroxs acceptance for exchange of such Shares pursuant to the Offer. Upon the terms and subject to the
conditions of the Offer, exchange of Shares accepted for exchange pursuant to the Offer will be made by deposit of the Offer consideration being exchanged therefor with the Depository, which will act as agent for tendering HP stockholders for the
purpose of receiving the Offer consideration from Xerox and transmitting such Offer consideration to tendering HP stockholders whose Shares have been accepted for exchange. Under no circumstances will Xerox pay interest on the Offer consideration
for Shares, regardless of any extension of the offer or other delay in making such exchange.