Xerox Canada Inc. Announces Proposal to Exchange Class B Shares into Common
Shares of Xerox Corporation

TORONTO, Nov. 12 /CNW/ - Xerox Canada Inc. today announced that it will hold a special meeting of shareholders to consider a proposal that will make Xerox Canada Inc. a wholly-owned subsidiary of Xerox Corporation [NYSE: XRX]. Currently more than 98 per cent of the outstanding securities of Xerox Canada Inc. are owned by Xerox Corporation.

Under the proposal, the Non-Voting Class B exchangeable shares would be automatically exchanged for 2.12 shares of common stock of Xerox Corporation. Currently, each exchangeable share may be exchanged at any time at the option of the holder for 2 shares of common stock of Xerox Corporation.

Xerox Canada Inc.'s largest holder of exchangeable shares, an arm's length financial institution which owns approximately 96 percent of the outstanding exchangeable shares, has agreed to support the transaction.

The proposed transaction is expected to close before the end of 2010. Xerox Canada Inc. expects to send an information circular to its shareholders on or around November 22, 2010.

This release contains forward-looking information that is subject to a number of risks and uncertainties that could cause actual results to differ materially from those set forth in, or implied by, such forward-looking information.

Xerox®, the Xerox wordmark and the spherical connection symbol are trademarks of Xerox Corporation in the United States and/or other countries.

For more information on Xerox Canada, visit http://www.xerox.com.

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For further information:

Media Contact:
Bill McKee, Xerox Canada, 585-423-4476 (office) or 585-737-9069 (mobile)
[email protected].
Jesse Kohl, Environics Communications, 416-969-2709 (office) or
[email protected].