THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| EMC CORPORATION | ||||||||
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The Board of Directors unanimously recommends that EMC shareholders vote “FOR” the following proposals: |
For | Against | Abstain | |||||
| 1. Proposal to approve the Agreement and Plan of Merger, dated as of October 12, 2015, as amended by the First Amendment to Agreement and Plan of Merger, dated as of May 16, 2016, as so amended and as it may be amended from time to time, referred to collectively as the merger agreement, among Denali Holding Inc., Dell Inc., Universal Acquisition Co., referred to as Merger Sub, and EMC Corporation, referred to as EMC, pursuant to which Merger Sub will be merged with and into EMC, and EMC will continue as a wholly owned subsidiary of Denali Holding Inc. (which transaction is referred to as the merger). |
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| 2. Proposal to approve, on a non-binding, advisory basis, the compensation payments that will or may be paid by EMC to its named executive officers in connection with the merger. |
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| 3. Proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the merger agreement. |
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| NOTE: In their discretion, the named proxy holders will vote on such other business as may properly be brought before the meeting or any adjournment or postponement thereof. |
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| Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
The undersigned acknowledges receipt prior to the execution of this proxy of a notice of special meeting of shareholders and a proxy statement/prospectus dated June 6, 2016.
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| Signature [PLEASE SIGN WITHIN BOX]
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EMC CORPORATION
