Darden Restaurants Inc (DRI): Jeff Smith Exits Successful Activist Campaign; Starboard Trims Stake

Page 22 of 26 – SEC Filing

K.	Starboard Value GP

(a)

Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 1,441,694 Shares owned by Starboard V&O Fund, (ii) 329,794 Shares owned by Starboard S LLC, (iii) 180,772 Shares owned by Starboard C LP, (iv) 1,965,468 Shares owned by Starboard Delta LLC and (v) 2,697,272 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 5.2%

(b)

1. Sole power to vote or direct vote: 6,615,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 6,615,000

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard Value GP has not entered into any transactions in the Shares since the filing of Amendment No. 19 to the Schedule 13D.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

L.	Principal Co

(a)

Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 1,441,694 Shares owned by Starboard V&O Fund, (ii) 329,794 Shares owned by Starboard S LLC, (iii) 180,772 Shares owned by Starboard C LP, (iv) 1,965,468 Shares owned by Starboard Delta LLC and (v) 2,697,272 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 5.2%

(b)

1. Sole power to vote or direct vote: 6,615,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 6,615,000

4. Shared power to dispose or direct the disposition: 0

(c)

Principal Co has not entered into any transactions in the Shares since the filing of Amendment No. 19 to the Schedule 13D.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

M.	Principal GP

(a)

Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 1,441,694 Shares owned by Starboard V&O Fund, (ii) 329,794 Shares owned by Starboard S LLC, (iii) 180,772 Shares owned by Starboard C LP, (iv) 1,965,468 Shares owned by Starboard Delta LLC and (v) 2,697,272 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 5.2%

(b)

1. Sole power to vote or direct vote: 6,615,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 6,615,000

4. Shared power to dispose or direct the disposition: 0

(c)

Principal GP has not entered into any transactions in the Shares since the filing of Amendment No. 19 to the Schedule 13D.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and Starboard Delta LLC and through the Starboard Value LP Accounts since the filing of Amendment No. 19 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

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