13D Filing: Atlantic Investment Management and Diebold Nixdorf Inc (DBD)

Page 5 of 8 – SEC Filing

The Reporting Person and their representatives have, from time to time, engaged in, and expect to continue to
engage in, discussions with members of management and the board of directors of the Issuer (the “Board”), other current
or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing
professionals and other third parties regarding a variety of matters related to the Issuer, which may include, among other things,
the Issuer’s business, management, capital structure and allocation, corporate governance, Board composition and strategic
alternatives and direction, and may take other steps seeking to bring about changes to increase shareholder value.

Except as set
forth above, the Reporting Person has no present plans or proposals which relate to or would result in any of the
transactions required to be described in Item 4 of Schedule 13D

Item 4 is hereby
supplemented with the addition of the following:

On November 15,
2017, the Reporting Person sent a letter (the “Letter”) to Mr. Andreas Mattes, Chief Executive Officer of the
Issuer, urging him and the Board to i) communicate Q4 to date progress, ii) provide an initial outlook for 2018 and reaffirm
their commitment to the 2020 targets as presented at the Capital Markets Day and iii) hire a financial advisor to evaluate
strategic alternatives, including a 15 million share (or $250 million) buyback, roughly 20% of shares outstanding, through a
Dutch tender, financed with one or more financial partners using a perpetual convertible preferred equity placement which
would be highly accretive to earnings per share without adding leverage.

The
foregoing summary of the Letter is qualified in its entirety by reference to the full text of the Letter,
a copy of which is attached as Exhibit 1 to this Schedule 13D and in incorporated by reference herein.

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