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Dell Stockholders Approve Class V Transaction

December 11, 2018

Stockholders vote in favor of Class V transaction

Holders of more than 61% of Dell Technologies' Class V common stock, excluding affiliates of Dell Technologies and voting as a separate class, voted in favor of the transaction

Votes in favor of the transaction constitute more than 89% of the Class V shares voted by unaffiliated Class V common stockholders who cast a ballot

Transaction is expected to close on December 28, 2018

Dell Technologies Class C shares expected to begin trading on the New York Stock Exchange (NYSE: DELL) on December 28, 2018

Dell Technologies has received stockholder approval for the previously announced Class V transaction based on a preliminary vote tally from the special meeting of stockholders held earlier today. Dell Technologies will separately file the final voting results with the Securities and Exchange Commission. The closing is expected to occur on December 28, 2018, subject to satisfaction of closing conditions, and Dell Technologies Class C shares are expected to begin trading on the New York Stock Exchange (NYSE: DELL) on the same day.

Holders of more than 61% of Dell Technologies' Class V common stock, excluding affiliates of Dell Technologies and voting as a separate class, voted in favor of the transaction. Votes in favor of the transaction constitute more than 89% of the Class V shares voted by unaffiliated Class V common stockholders who cast a ballot. The transaction also was approved by the holders of Dell Technologies' outstanding Class A common stock and Class B common stock, each voting as a separate class, and the holders of Dell Technologies' outstanding Class V common stock, Class A common stock, Class B common stock and Class C common stock, voting together as a single class.

"We appreciate our stockholders' support. With this vote, we are simplifying Dell Technologies' capital structure and aligning the interests of our investors," said Michael Dell, Chairman and CEO, Dell Technologies. "This strengthens our strategic position, as we continue to deliver innovation, long-term vision and integrated solutions from the edge to the core to the cloud. We've created Dell Technologies to be our customers' most trusted partner in their digital transformation."

"We believe that Dell Technologies is best positioned to succeed in today's data-driven economy thanks to the unique collection of businesses that Michael and his team have assembled and look forward to remaining long-term investors in the company," said Egon Durban, Managing Partner and Managing Director of Silver Lake. "It is exciting to be able to now share the value creation across all of the businesses and assets of Dell Technologies with public investors, and we look forward to them joining us on this journey."

Class V common stockholders must elect the form of consideration they would like to receive in connection with the Class V transaction by 5:30 p.m. EST on Friday, December 21, 2018. Stockholders who own Class V common stock through a bank, brokerage firm or other nominee should follow the instructions provided by those entities. The exchange ratio is dependent on the aggregate amount of cash elections as well as the aggregate volume-weighted average price per share of Class V common stock on the New York Stock Exchange (as reported on Bloomberg) for a period of 17 consecutive trading days beginning on Wednesday, November 28, 2018 and ending on Friday, December 21, 2018, the date of the election deadline.

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