13D Filing: Starboard Value LP and Mellanox Technologies Ltd. (MLNX)

In the letter, Starboard
noted that it would be delivering a letter to the Issuer and its advisors on March 12, 2018 with a proposal that would allow both
of these governance reforms to be implemented with its support and without the unnecessary three-month delay.

To that end, on March 12,
2018, counsel to Starboard delivered a letter to the Issuer’s general counsel proposing a solution to allow the universal
proxy card and plurality voting to be implemented while holding the 2018 Annual Meeting in a timely manner.  In the letter,
counsel to Starboard reiterated Starboard’s concerns regarding the Issuer’s unnecessary delay of the 2018 Annual Meeting
as well as its surprise that the Issuer has taken the extraordinary step to hold an unnecessary EGM without having first approached
Starboard to express any concern with the Issuer’s voting procedures for contested elections or to offer to work with Starboard
to alter the Issuer’s voting mechanisms prior to the 2018 Annual Meeting.  Counsel to Starboard also stated in the letter
that even if the Issuer believed the only way to implement these voting changes was through amendments to the Issuer’s Articles
at an EGM, the Issuer could have commenced the EGM process more than six weeks ago after Starboard delivered its nomination notice
in mid-January.

In the letter, counsel to
Starboard conveyed Starboard’s commitment to working with the Issuer and its advisors to immediately come to an agreement
for the use of a universal proxy card and plurality voting at the 2018 Annual Meeting on the terms described therein, which are
summarized below: