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Stockholder Proposal No. 2

Stockholder Proposal No. 2

To Repeal Certain Provisions of, or Amendments to, the Company’s Bylaws Adopted After February 7, 2019

The Board recommends a vote AGAINST this proposal.

The Company has received notice from Xerox Holdings Corporation, 201 Merritt 7, Norwalk, Connecticut 06851-1056 of its intention to present the following resolution for action at the annual meeting, which would repeal each provision of, or amendment to, the Company’s Bylaws adopted by the Board without the approval of the Company’s stockholders subsequent to February 7, 2019 (the date of the most recent publicly disclosed Bylaws) and up to and including the date of the annual meeting.

Proposal 6 – To Repeal Certain Provisions of, or Amendments to, the Company’s Bylaws Adopted After February 7, 2019

The following is the text of the proposed resolution:

RESOLVED, that each provision of, or amendment to, the Bylaws adopted by the Board without the approval of the Company’s stockholders subsequent to February 7, 2019 (the date of the most recent publicly disclosed Bylaws) and prior to the approval of this resolution be, and they hereby are, repealed, effective as of the time this resolution is approved by the Company’s stockholders.

If Xerox Holdings Corporation does not properly present this proposal at the annual meeting, this proposal will not be submitted to a vote.

Statement in Opposition

The Board recommends that stockholders vote AGAINST this proposal for the following key reasons:

This proposal seeks to repeal any provisions of, or amendments to, the Company’s Bylaws adopted without stockholder approval after February 7, 2019 and up to and including the date of the annual meeting, without regard to the subject matter of any Bylaw provisions or amendments in question. No provisions or amendments to the Company’s Bylaws have been adopted subsequent to February 7, 2019. While the Board does not currently expect to adopt any amendments to the Bylaws prior to the annual meeting, the Board could determine prior to the annual meeting that an amendment is necessary and in the best interest of the stockholders. The Board believes that the automatic repeal of any Bylaw amendment, irrespective of its content, duly adopted by the Board (whether with or without stockholder approval) could have the effect of repealing one or more properly adopted Bylaw amendments that the Board determined to be in the best interests of the Company and its stockholders and adopted in furtherance of its fiduciary duties, including in response to future events not yet known to the Company.

As the Board is fully empowered by its governing documents and applicable law to alter, amend, repeal or add provisions to the Company’s Bylaws in accordance with its fiduciary duties and no provision of the Company’s Bylaws is expected to be impacted by this proposal, we believe this proposal represents no purpose other than to limit Board actions otherwise permitted by the Company’s governing documents and Delaware law.

Board Recommendation

The Board believes that adoption of this proposal is unnecessary and not in HP’s or our stockholders’ best interests for the reasons described above. Accordingly, the Board recommends that you vote AGAINST this proposal.

Vote Required

Approval of this stockholder proposal requires the affirmative vote of a majority of the shares of HP common stock present in person or represented by proxy and entitled to vote on the proposal at the annual meeting, except with respect to all or any portion of Article II, Section 3.2, Section 3.3, Section 3.4, Section 6.1, Section 6.4 and Article IX of the Bylaws, with respect to which approval of this proposal requires a majority of the outstanding shares entitled to vote thereon.

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