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

E.

Starboard R GP

(a)

Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 204,890 shares owned by Starboard C LP.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 204,890 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 204,890 4. Shared power to dispose or direct the disposition: 0

(c)

Starboard R GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

F.

Starboard Value LP

(a)

As of the close of business on June 2, 2017, 447,397 Shares were held in the Starboard Value LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 1,163,227 Shares owned by Starboard V&O Fund, (ii) 373,416 Shares owned by Starboard S LLC, (iii) 204,890 Shares owned by Starboard C LP, and (iv) 447,397 Shares held in the Starboard Value LP Account.

Percentage: Approximately 4.3%

(b)

1. Sole power to vote or direct vote: 2,188,930 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,188,930 4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC and Starboard C LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

G.

Starboard Value GP

(a)

Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 1,163,227 Shares owned by Starboard V&O Fund, (ii) 373,416 Shares owned by Starboard S LLC, (iii) 204,890 Shares owned by Starboard C LP, and (iv) 447,397 Shares held in the Starboard Value LP Account.

Percentage:
Approximately 4.3%

(b)

1. Sole power to vote or direct vote: 2,188,930 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,188,930 4. Shared power to dispose or direct the disposition: 0