13D Filing: Starboard Value LP and Brinks Co (BCO)

Each Reporting Person, as a member of
a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6 is hereby amended to add the following:

As previously disclosed
in Amendments to the Schedule 13D, Starboard V&O Fund has entered into a cash-settled total return swap agreement with Société
Générale as the counterparty (the “Swap”) that constitutes economic exposure to an aggregate of 981,770
notional Shares, or approximately 2.0% of the outstanding Shares. The Swap provides Starboard V&O Fund with economic results
that that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting
or dispose of or direct the disposition of the Shares that are the subject of the Swap.