Xerox Holdings Corporation (XRX)
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AGM 2022

May 19, 2022

John Visentin
Vice Chairman, Xerox Holdings Corporation

Welcome to Xerox's 2022 annual meeting of shareholders, which is being held in person in Norwalk, Connecticut. I am John Visentin, Vice Chairman of the Board and of Xerox Holdings Corporation, and I will chair today's meeting. Before we begin the official business of the meeting, let me introduce you to other members of our board of directors and some key members of our management who are with us today. With us today are my fellow directors, Joe Echeverria, Scott Letier, Nichelle Maynard-Elliott, Jim Nelson, and Maggie Paláu-Hernández. Along with us today are the following members of management. Steve Bandrowczak, who's President and Chief Operating Officer. Suzanne Morno-Wade, our Executive Vice President and Chief Human Resources Officer. Xavier Heiss, Executive Vice President and Chief Financial Officer. Louie Pastor, Executive Vice President, Chief Corporate Development Officer, and Chief Legal Officer.

Mary McHugh, Executive Vice President, Chief Delivery and Supply Chain Officer. Joanne Collins Smee, Executive Vice President, Chief Commercial SMB and Channels Officer, and Tracey Koziol, Senior Vice President, Global Offerings. We are also joined by Flor Colon, Corporate Secretary of Xerox, and from PricewaterhouseCoopers, the company's independent auditor, Ralph Martino. Now let me turn it over to Flor Colon, who will handle the business of the meeting. Flor?

Flor Colon
Corporate Secretary, Xerox

Thank you, John. Good morning. Greg Veliotis of Computershare has been appointed to act as Inspector of Election. He has subscribed his oath of office and submitted his report as follows: There were 154 million, 850,519 shares of common stock outstanding on March 25, 2022, the record date for this meeting. The holders of approximately 139 million, 849,135 shares are represented at this meeting, or approximately 89.92% of the outstanding shares of common stock. Accordingly, a quorum is present. During this meeting, comments may be made that contain forward-looking statements which by their nature, address matters that are in the future and are uncertain. Actual future financial results may be materially different.

Finally, please note that today's meeting is being recorded. Shareholders who are not able to attend today's meeting will be able to listen to the recording posted on the Xerox website following the meeting. Since we have a quorum present, I now declare that the meeting is legally convened. As we go through the formal business of the meeting, only shareholders may ask questions, and we ask that any shareholder questions and remarks be limited to the subject matter of each specific proposal as it is being presented. Once the meeting is adjourned, directors and members of management will be available to take shareholder questions and comments on other matters. If you would like to speak or ask a question, please go to the closest microphone located in the aisle. Then please state your name and, if appropriate, the name of the organization you are representing.

As stated in the rules of order on your seat, we ask that you please limit your comments and questions to no more than three minutes. For those shareholders who wish to vote in person, there are ballots available. Please raise your hand if you need a ballot, and we will bring one to you. Those ballots will be collected when we have completed our discussion on the proposals. I will now present the proposals to be voted upon. Proposal one, election of directors. I move for the election of each of the eight nominees named in the proxy statement for a one-year term as director, as provided in the proxy statement for this annual meeting. Are there any questions or comments regarding this proposal? We have received no questions or remarks regarding this proposal, so we will proceed.

Proposal two, ratification of the appointment of independent registered public accounting firm. I move for the ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2022, as provided in the proxy statement for this annual meeting. Are there any questions or remarks concerning this proposal? We have received no questions or remarks regarding the proposal. We will proceed. Proposal three, approval on advisory basis of the 2021 compensation of our named executive officers. I move for the approval on an advisory basis of the 2021 compensation of the company's named executive officers, as provided in the proxy statement for this annual meeting. Are there any questions or remarks concerning this proposal? We have received no questions or remarks regarding this proposal. We will proceed.

Proposal four, approval of the amendment to the company's amended and restated certificate of incorporation to permit shareholders to act by written consent. I move for the approval of the amendment to the company's amended and restated certificate of incorporation to permit shareholders to act by written consent as provided in the proxy statement for this annual meeting. Are there any questions or remarks concerning this proposal? We have received no questions or remarks regarding this proposal, so we will proceed. Proposal five, consideration of a shareholder proposal for shareholder right to call a special meeting, a special shareholder meeting if properly presented at the annual meeting. I now ask Kim Franklin, the shareholder proponent's qualified representative, to present proposal five.

Cam Franklin
Shareholder Proponent Representative, Private Investor

Proposal five, shareholder right to call for a special shareholder meeting. This is Cam Franklin for Kenneth Steiner, the proponent. Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting. It is important to vote for this proposal because we gave 79% to a 2021 proposal for a genuine shareholder right to act by written consent. In response to our 79% vote at the 2021 annual meeting, the Xerox board is disingenuously proposing a useless written proposal four on the ballot today that it would be mandatory to have the backing of 20% of all shares in existence to do so little as to ask for a record date for written consent.

No group of shareholders who owns 20% of Xerox would find it attractive to do so little as to obtain a date on a calendar from management that then forces the same shareholder group to scramble to meet a written consent deadline when the same owners of 20% of our company could compel management to do the scrambling to hold a special shareholder meeting. Thus, shareholders encouraged to vote against Proposal Four, which is a useless right to act by written consent. It is consistent to vote for this Proposal Five for a genuine shareholder right to call for a special shareholder meeting and against Proposal Four, which is a useless proposal that only clutters the Xerox bylaws.

It is important to have a more reasonable stock ownership percentage to call for a special shareholder meeting to help make up for the fact that we do not and will not have a genuine right to act by written consent. Many companies provide for both a shareholder right to call for a special shareholder meeting and a shareholder right to act by written consent. Southwest Airlines and Target are companies that do not provide for shareholder written consent and yet provide for 10% of shares to call for a special shareholder meeting. We need a more reasonable right to call for a special shareholder meeting to make up for our lack of a useful right to act by written consent. Please vote yes Proposal five, shareholder right to call a special shareholder meeting.

Flor Colon
Corporate Secretary, Xerox

Thank you, Ms. Franklin. I call for the vote on the shareholder proposal for shareholder right to call a special shareholder meeting as provided in the proxy statement for this annual meeting. The board has recommended a vote against this proposal for the reasons stated in the proxy statement. Are there any questions or remarks concerning this proposal? We have received no questions or remarks regarding this proposal, so we will proceed. The discussion of the proposals and resolutions is now concluded, and we will proceed to the voting. Ladies and gentlemen, the polls are now open. If there is any shareholder who would like to vote now, please stand so we can collect your ballot and make sure your vote is counted. I am informed by the Inspector of Election that all the ballots are in. I now declare the polls closed.

The Inspector of Election has presented his preliminary report to me, and he has determined that each proposal presented at this meeting has received at least 50% of the votes cast for approval. Except for Proposal five regarding shareholder right to call a special shareholder meeting, which received less than 50% of the votes cast for approval. I declare that all of the directors nominated by the board have been elected. The selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2022 has been ratified. The 2021 compensation of our named executive officers has been approved. The amendment to the company's amended and restated certificate of incorporation to permit shareholders to act by written consent has been approved. The shareholder proposal concerning the shareholder right to call a special shareholder meeting has not been approved. Now back to Mr. Veliotis.

Visentin to close the meeting.

John Visentin
Vice Chairman, Xerox Holdings Corporation

Thank you, Flora. There being no further business to come before the meeting, the meeting is adjourned. Thank you very much for being with us today.

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