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Distribution of HPE shares to Hewlett-Packard Co. shareholders. (Posted May 7, 2023)

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Key portions from a draft "Information Statement" dated July 1, 2015.

We have been unable to discover which SEC filing this exhibit was included in.

Dear Hewlett-Packard Company Stockholder:

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What do stockholders need to do to participate in the distribution?

Stockholders of HP Co. as of the record date for the distribution will not be required to take any action to receive Hewlett Packard Enterprise common stock in the distribution, but you are urged to read this entire information statement carefully. No stockholder approval of the distribution is required. You are not being asked for a proxy. You do not need to pay any consideration, exchange or surrender your existing HP Co. common shares or take any other action to receive your shares of Hewlett Packard Enterprise common stock. Please do not send in your HP Co. stock certificates. The distribution will not affect the number of outstanding HP Co. shares or any rights of HP Co. stockholders, although it will affect the market value of each outstanding HP Co. common share. HP Co. will be renamed HP Inc. shortly prior to the distribution.

How will shares of Hewlett Packard Enterprise common stock be issued?

You will receive shares of Hewlett Packard Enterprise common stock through the same channels that you currently use to hold or trade HP Co. common shares, whether through a brokerage account, 401(k) plan or other channel. Receipt of shares of Hewlett Packard Enterprise common stock will be documented for you in the same manner that you typically receive stockholder updates, such as monthly broker statements and 401(k) statements.

If you own HP Co. common shares as of the close of business on the record date for the distribution, including shares owned in certificate form or through the HP Co. dividend reinvestment plan, HP Co., with the assistance of Wells Fargo Shareowner Services, the settlement and distribution agent, will electronically distribute shares of Hewlett Packard Enterprise common stock to you or to your brokerage firm on your behalf in book-entry form. Wells Fargo will mail you a book-entry account statement that reflects your shares of Hewlett Packard Enterprise common stock, or your bank or brokerage firm will credit your account for the shares.

How many shares of Hewlett Packard Enterprise common stock will I receive in the distribution?

HP Co. will distribute to you [●] share[s] of Hewlett Packard Enterprise common stock for every one share of HP Co. common stock held by you as of the record date for the distribution. Based on approximately [●] HP Co. common shares outstanding as of [●], 2015, a total of approximately [●] shares of Hewlett Packard Enterprise common stock are expected to be distributed. For additional information on the distribution, see “The Separation and Distribution.”

Will Hewlett Packard Enterprise issue fractional shares of its common stock in the distribution?

No. Hewlett Packard Enterprise will not issue fractional shares of its common stock in the distribution. Fractional shares that HP Co. stockholders would otherwise have been entitled to receive will be aggregated and sold in the public market by the distribution agent. The aggregate net cash proceeds of these sales will be distributed pro rata (based on the fractional share such holder would otherwise have been entitled to receive) to those stockholders who would otherwise have been entitled to receive fractional shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payments made in lieu of fractional shares. The receipt of cash in lieu of fractional shares generally will be taxable, for U.S. federal income tax purposes, to the recipient HP Co. stockholders. See “Material U.S. Federal Income Tax Consequences.”

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Who will be the distribution agent, transfer agent, registrar and information agent for the Hewlett Packard Enterprise common stock?

The distribution agent, transfer agent and registrar for Hewlett Packard Enterprise common stock will be Wells Fargo Shareowner Services. For questions relating to the transfer or mechanics of the stock distribution, you should contact:

            Wells Fargo Bank, N.A.

            Shareowner Services

            1110 Centre Pointe Curve, Suite 101

            Mendota Heights, MN 55120-4100

            1 (800) 286-5977 (U.S. and Canada)

            1 (651) 453-2122 (International)

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When and How You Will Receive the Distribution

With the assistance of Wells Fargo, HP Co. expects to distribute Hewlett Packard Enterprise common stock on [●], 2015, the distribution date, to all holders of outstanding HP Co. common shares as of the close of business on [●], 2015, the record date for the distribution. Wells Fargo, which currently serves as the transfer agent and registrar for HP Co.’s common shares, will serve as the settlement and distribution agent in connection with the distribution and the transfer agent and registrar for Hewlett Packard Enterprise common stock.

If you own HP Co. common shares as of the close of business on the record date for the distribution, Hewlett Packard Enterprise common stock that you are entitled to receive in the distribution will be issued electronically, as of the distribution date, to you in direct registration form or to your bank or brokerage firm on your behalf. If you are a registered holder, Wells Fargo will then mail you a direct registration account statement that reflects your shares of Hewlett Packard Enterprise common stock. If you hold your shares through a bank or brokerage firm, your bank or brokerage firm will credit your account for the shares. Direct registration form refers to a method of recording share ownership when no physical share certificates are issued to stockholders, as is the case in the distribution. If you sell HP Co. common shares in the “regular-way” market up to the distribution date, you will also be selling your right to receive shares of Hewlett Packard Enterprise common stock in the distribution.

Commencing on or shortly after the distribution date, if you hold physical share certificates that represent your HP Co. common shares and you are the registered holder of the shares represented by those certificates, the distribution agent will mail to you an account statement that indicates the number of shares of Hewlett Packard Enterprise common stock that have been registered in book-entry form in your name.

Most HP Co. stockholders hold their common shares through a bank or brokerage firm. In such cases, the bank or brokerage firm would be said to hold the shares in “street name” and ownership would be recorded on the bank or brokerage firm’s books. If you hold your HP Co. common shares through a bank or brokerage firm, your bank or brokerage firm will credit your account for the Hewlett Packard Enterprise common stock that you are entitled to receive in the distribution. If you have any questions concerning the mechanics of having shares held in “street name,” please contact your bank or brokerage firm.

Transferability of Shares You Receive

Shares of Hewlett Packard Enterprise common stock distributed to holders in connection with the distribution will be transferable without registration under the Securities Act, except for shares received by persons who may be deemed to be Hewlett Packard Enterprise affiliates. Persons who may be deemed to be Hewlett Packard Enterprise affiliates after the distribution generally include individuals or entities that control, are controlled by or are under common control with Hewlett Packard Enterprise, which may include certain Hewlett Packard Enterprise executive officers, directors or principal stockholders. Securities held by Hewlett Packard Enterprise affiliates will be subject to resale restrictions under the Securities Act. Hewlett Packard Enterprise affiliates will be permitted to sell shares of Hewlett Packard Enterprise common stock only pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Rule 144 under the Securities Act.

Number of Shares of Hewlett Packard Enterprise Common Stock You Will Receive

For each HP Co. common share that you own at the close of business on [●], 2015, the record date for the distribution, you will receive [●] share[s] of Hewlett Packard Enterprise common stock on the distribution date.

HP Co. will not distribute any fractional shares of Hewlett Packard Enterprise common stock to its stockholders. Instead, if you are a registered holder, Wells Fargo will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices and distribute the aggregate cash proceeds (net of discounts and commissions) of the sales pro rata (based on the fractional share such holder would otherwise be entitled to receive) to each holder who otherwise would have been entitled to receive a fractional share in the distribution. The distribution agent, in its sole discretion, without any influence by HP Co. or Hewlett Packard Enterprise, will determine when, how, through which broker-dealer and at what price to sell the whole shares. Any broker-dealer used by the distribution agent will not be an affiliate of either HP Co. or Hewlett Packard Enterprise. Neither Hewlett Packard Enterprise nor HP Co. will be able to guarantee any minimum sale price in connection with the sale of these shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payment made in lieu of fractional shares.

If you hold physical certificates of HP Co. common shares and are the registered holder, you will receive a check from the distribution agent in an amount equal to your pro rata share of the aggregate net cash proceeds of the sales. Hewlett Packard Enterprise estimates that it will take approximately two weeks from the distribution date for the distribution agent to complete the distributions of the aggregate net cash proceeds. If you hold your HP Co. common shares through a bank or brokerage firm, your bank or brokerage firm will receive, on your behalf, your pro rata share of the aggregate net cash proceeds of the sales and will electronically credit your account for your share of such proceeds.

https://www.sec.gov/Archives/edgar/data/1645590/000119312515243056/d944600dex991.htm

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