Leading Proxy Advisory Firm ISS Recommends Dell Shareholders Vote “FOR” Proposed Sale Transaction at $13.65 per Share in

  Leading Proxy Advisory Firm ISS Recommends Dell Shareholders Vote “FOR”
  Proposed Sale Transaction at $13.65 per Share in Cash

Business Wire

ROUND ROCK, Texas -- July 8, 2013

The Special Committee of the Board of Directors of Dell Inc. (NASDAQ: DELL)
today announced that Institutional Shareholder Services (“ISS”), a leading
independent proxy voting and corporate governance advisory firm, has
recommended that Dell shareholders vote FOR the proposed sale transaction for
$13.65 per share in cash.

The Special Committee issued the following statement:

“We are pleased that ISS has recommended, as we have, that Dell shareholders
approve the $13.65 per share cash sale transaction. With the assistance of
outside advisors over the course of an exhaustive 10-month process, the
Committee has thoroughly reviewed Dell’s existing business plan as it seeks to
transform its business model and various alternatives in support of that
transformation. Given the Company’s business challenges, intensifying
competition and deteriorating industry trends, a sale at $13.65 per share in
cash provides the highest value and greatest certainty of any available
alternative. We also believe rejection of this transaction would expose Dell
and its shareholders to serious risks and uncertainties that will harm the
Company’s business and erode shareholder value.”

ISS summarized its recommendation as follows:

“After evaluating the risk of accepting the offer – truncation of value if the
business transformation is successful – versus the risk of rejecting the offer
– meaningful loss of value if the business transformation falters – ISS
recommends clients vote FOR this transaction, which offers a 25.5% premium to
the unaffected share price, provides certainty of value, and transfers the
risk of the deteriorating PC business and the company's on-going business
transformation to the buyout group.”

Forward-looking Statements

Any statements in these materials about prospective performance and plans for
the Company, the expected timing of the completion of the proposed merger and
the ability to complete the proposed merger, and other statements containing
the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,”
and similar expressions, other than historical facts, constitute
forward-looking statements within the meaning of the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Factors or risks that
could cause our actual results to differ materially from the results we
anticipate include, but are not limited to: (1)the occurrence of any event,
change or other circumstances that could give rise to the termination of the
merger agreement; (2)the inability to complete the proposed merger due to the
failure to obtain stockholder approval for the proposed merger or the failure
to satisfy other conditions to completion of the proposed merger, including
that a governmental entity may prohibit, delay or refuse to grant approval for
the consummation of the transaction; (3)the failure to obtain the necessary
financing arrangements set forth in the debt and equity commitment letters
delivered pursuant to the merger agreement; (4)risks related to disruption of
management’s attention from the Company’s ongoing business operations due to
the transaction; and (5)the effect of the announcement of the proposed merger
on the Company’s relationships with its customers, operating results and
business generally.

Actual results may differ materially from those indicated by such
forward-looking statements. In addition, the forward-looking statements
included in the materials represent our views as of the date hereof. We
anticipate that subsequent events and developments will cause our views to
change. However, while we may elect to update these forward-looking statements
at some point in the future, we specifically disclaim any obligation to do so.
These forward-looking statements should not be relied upon as representing our
views as of any date subsequent to the date hereof. Additional factors that
may cause results to differ materially from those described in the
forward-looking statements are set forth in the Company’s Annual Report on
Form 10–K for the fiscal year ended February 1, 2013, which was filed with the
SEC on March 12, 2013, under the heading “Item 1A—Risk Factors,” and in
subsequent reports on Forms 10–Q and 8–K filed with the SEC by the Company.

Additional Information and Where to Find It

In connection with the proposed merger transaction, the Company filed with the
SEC a definitive proxy statement and other relevant documents, including a
form of proxy card, on May 31, 2013. The definitive proxy statement and a form
of proxy have been mailed to the Company’s stockholders. Stockholders are
urged to read the proxy statement and any other documents to be filed with the
SEC in connection with the proposed merger or incorporated by reference in the
proxy statement because they will contain important information about the
proposed merger.

Investors will be able to obtain a free copy of documents filed with the SEC
at the SEC’s website at http://www.sec.gov. In addition, investors may obtain
a free copy of the Company’s filings with the SEC from the Company’s website
at http://content.dell.com/us/en/corp/investor-financial-reporting.aspx or by
directing a request to: Dell Inc. One Dell Way, Round Rock, Texas 78682, Attn:
Investor Relations, (512) 728-7800, investor_relations@dell.com.

The Company and its directors, executive officers and certain other members of
management and employees of the Company may be deemed “participants” in the
solicitation of proxies from stockholders of the Company in favor of the
proposed merger. Information regarding the persons who may, under the rules of
the SEC, be considered participants in the solicitation of the stockholders of
the Company in connection with the proposed merger, and their direct or
indirect interests, by security holdings or otherwise, which may be different
from those of the Company’s stockholders generally, is set forth in the
definitive proxy statement and the other relevant documents filed with the
SEC. You can find information about the Company’s executive officers and
directors in its Annual Report on Form 10-K for the fiscal year ended February
1, 2013 (as amended with the filing of a Form 10-K/A on June3, 2013
containing Part III information) and in its definitive proxy statement filed
with the SEC on Schedule 14A on May 24, 2012.

About Dell

Dell Inc. (NASDAQ: DELL) listens to customers and delivers worldwide
innovative technology, business solutions and services they trust and value.
For more information, visit www.Dell.com. You may follow the Dell Investor
Relations Twitter account at: http://twitter.com/Dellshares. To communicate
directly with Dell, go to www.Dell.com/Dellshares.


Contacts for the Special Committee:
Sard Verbinnen & Co
George Sard/Paul Verbinnen/Jim Barron/Matt Benson
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