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

Page 5 of 7 – SEC Filing

The Reporting Person and their representatives have, from time to time, engaged in, and expect to continue to
engage in, discussions with members of management and the board of directors of the Issuer (the “Board”), other current
or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing
professionals and other third parties regarding a variety of matters related to the Issuer, which may include, among other things,
the Issuer’s business, management, capital structure and allocation, corporate governance, Board composition and strategic
alternatives and direction, and may take other steps seeking to bring about changes to increase shareholder value.

Except as set forth
above, the Reporting Person has no present plans or proposals which relate to or would result in any of the transactions required
to be described in Item 4 of Schedule 13D.

Item 5.          Interest in Securities
of the Issuer
.

(a)       Based upon the information contained in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on February 28, 2018, there were issued and outstanding 75,940,277
Shares as of February 23, 2018.

(b)       The Reporting Person does not directly own any Shares. The Reporting Person has entered into an investment advisory agreement
with each of AJR, Cambrian Fund, Cambrian Global Fund and the Other Accounts pursuant to which the Reporting Person has investment
authority with respect to the securities held by such entities or in such accounts. Such power includes the power to dispose
of and the power to vote the Shares. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as
amended, the Reporting Person is deemed to be the beneficial owner of the Shares held by such entities and accounts. Accordingly,
the Reporting Person is deemed the beneficial owner of 6,100,000 Shares, or 8.0% of the outstanding Shares.

(c)       The following table details the transactions by the Reporting Person, on behalf of AJR, Cambrian Fund, Cambrian
Global Fund, and the Other Accounts in Shares during the past sixty (60) days:

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