13D Filing: Atlantic Investment Management and Diebold Nixdorf Inc (DBD)

Item 3.          Source and Amount of Funds
or Other Consideration.

The Shares purchased by the Reporting Person on behalf of AJR, Cambrian Fund, Cambrian Global Fund and the Other
Accounts were purchased with the investment capital of such entities and accounts. The aggregate amount of funds used in making
the purchases reported on this Schedule 13D was approximately $165,944,579.

Item 4.          Purpose of Transaction.

The
Reporting Person acquired, on behalf of AJR, Cambrian Fund, Cambrian Global Fund and the Other Accounts and continues to
hold, the Shares reported in this Schedule 13D for investment purposes. The Reporting Person intends to evaluate
the performance of the Shares as an investment in the ordinary course of business. The Reporting Person pursues an investment
objective that seeks capital appreciation. In pursuing this investment objective, the Reporting Person analyzes the
operations, capital structure and markets of companies in which the Reporting Person’s clients invest, including the
Issuer, on a continuous basis through analysis of documentation and discussions with knowledgeable industry and market
observers and with representatives of such companies.

The Reporting Person will continuously assess the Issuer’s business, financial condition, results of operations
and prospects, general economic conditions, the securities markets in general and those for the Shares in particular, other developments
and other investment opportunities. Depending on such assessments, the Reporting Person may acquire additional Shares or may determine
to sell or otherwise dispose of all or some of the Shares presently held by AJR, Cambrian Fund, Cambrian Global Fund, and the Other
Accounts in the open market or in private transactions. Such actions will depend upon a variety of factors, including, without
limitation, current and anticipated future trading prices for the Shares, the financial condition, results of operations and prospects
of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors
that the Reporting Person may deem material to its investment decision.