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

(c)

Starboard Value GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

H.

Principal Co

(a)

Principal Co, as a member of Starboard Value GP, 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)

Principal Co has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

I.

Principal GP

(a)

Principal GP, as the general partner of Principal Co, 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)

Principal GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

J.

Messrs. Smith, Mitchell and Feld

(a)

Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, 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.