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Conduent Icahn Agreement

In accordance with our corporate governance policies, shareholders and other interested parties may contact non-managing members of the Board of Directors by contacting the Chairman of the Corporate Governance Committee, by contacting the Chairman of the Corporate Governance Committee via the contact with the Board of Directors link on our website at Carl Icahn`s struggle with Conduent intensified when Michael Nevin, a representative of Icahn who resigned his seat in protest at the actions of Conduent Chairman William Parrett, denied that his departure was part of a deliberate conspiracy by Icahn to overthrow the council. I resigned because I was tired of being misled by the chairman of the board and tired of the lax governance practices I observed during my tenure on the board – pure and simple,” Nevin said in a letter dated April 12 and released today by the company. Any suggestion by Conduent that my resignation was somehow an attempt by my employer Carl Icahn to take control of the company`s board of directors is clearly wrong. Conduent had described Nevin`s resignation on April 8, accompanied by an extremely critical resignation letter, as part of a broader effort by Carl Icahn himself to take control of the company, although a status quo agreement prohibits Es Icahn from doing so through a proxy contest. “We believe that the resounding resignation of Mr. Nevin” and the related discussions, during which Icahn Parrett proposed to resign, “constitute an attempt to take control of the company`s board of directors,” they said during an 8K filing with the U.S. Securities and Exchange Commission on April 11. The company asked nevin, and thus icahn, to “submit a letter to the company” in which he indicated whether or not he agreed with the company`s statements. That`s exactly what Nevin did.

The new letter focuses on an increasingly bitter feud between representatives of Carl Icahn and activist Darwin Deason, as well as board members associated with management. “There will be a lot of war and peace in it,” predicted a source near Icahn, asking not to be quoted. The difficulty for Icahn is that after a capital agreement reached in 2016 after Conduent`s resignation from Xerox, the activist cannot fight by proxy or oppose one of the company`s appointed directors as long as he is represented on the board of directors. With Nevin`s departure, Icahn still has two representatives on Conduent`s board of directors: Courtney R. Mather and Nicholas Graziano, and Deason has one seat. The incumbent leadership has five seats, allowing it to block opposition from dissidents, at least for now. “Their lawyers are probably telling them that [the dissidents] can`t do anything,” the source said. Conduent`s share-sharing agreements contain a clawback provision that applies when an accounting provision is required to correct a material breach of accounting requirements. In accordance with that provision, the undertaking adopted, on 31 December 2016, a Joinder agreement on a correspondence agreement of 28 December 2016. On January 1, 2016, signed by Xerox Corporation, our former parent company (Xerox), with Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings LP, Icahn Enterprises G.P. . .