CONDUENT INCORPORATED (NASDAQ:CNDT) Files An 8-K Material Modification to Rights of Security Holders

Item3.03. Material Modification to Rights of Security Holders.

The disclosure in Item5.03 of this Current Report on Form 8-K is
incorporated herein by reference in this Item3.03.

Item5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

On December23, 2016, the Restated Certificate of Incorporation
(the Restated Certificate) of Conduent Incorporated (the
Company) became effective. The Restated Certificate was
approved by the Board of Directors of the Company (the
Board) and Xerox Corporation (Xerox), in its
capacity as sole stockholder of the Company, on December23, 2016.
On December23, 2016, the Board and Xerox also approved the
Amended and Restated By-Laws of the Company (the By-Laws),
effective as of at 11:59 p.m. New York City time on December 31,
2016.

A summary of the material provisions of the Restated Certificate
and By-Laws can be found in the section titled Description of Our
Capital Stock of the Information Statement filed as Exhibit 99.1
to Amendment No.6 to the Companys Registration Statement on
Form10, filed with the Securities and Exchange Commission on
November7, 2016, which is incorporated herein by reference. This
summary does not purport to be complete and is qualified in its
entirety by reference to the full text of the Restated
Certificate and By-Laws, filed as Exhibits 3.1 and 3.2,
respectively, to this Current Report on Form 8-K and incorporated
herein by reference.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

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