13D Filing: Starboard Value LP and Parexel International Corp (PRXL)

(d)       No
Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).

(e)       No
Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.

(f)       Messrs.
Smith, Mitchell and Feld are citizens of the United States of America. The citizenship of the persons listed on Schedule A is set
forth therein.

The Shares purchased
by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, and Starboard November LLC, and held in the Starboard Value
LP Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in
the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated
by reference herein. The aggregate purchase price of the 1,104,137 Shares beneficially owned by Starboard V&O Fund is approximately
$70,980,014, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase
contracts providing for the purchase of 882,040 Shares by Starboard V&O Fund is approximately $50,996,724, excluding commissions.
The aggregate purchase price of the 222,450 Shares beneficially owned by Starboard S LLC is approximately $13,694,985, excluding
brokerage commissions. The aggregate purchase price of the 123,955 Shares beneficially owned by Starboard C LP is approximately
$7,631,301, excluding brokerage commissions. The aggregate purchase price of the 218,264 Shares beneficially owned by Starboard
November LLC is approximately $14,534,042, excluding brokerage commissions. The aggregate purchase price of the 326,654 Shares
held in the Starboard Value LP Accounts is approximately $21,231,489, excluding brokerage commissions.

The Reporting Persons purchased
the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were substantially undervalued and represented
an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available
to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the
Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or
sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons
may deem advisable.

The Reporting Persons believe
there is a substantial opportunity to improve the Issuer’s operating margins given the large disparity in the Issuer’s
margins versus its best-in class peers. Based on recent press reports, the Reporting Persons understand that the Issuer may be
working with investment bankers to explore a sale of the Issuer. The Reporting Persons believe that if the Issuer runs a legitimate,
robust process to explore strategic alternatives, there would be significant strategic and financial buyer interest in such sale
process.

Starboard Value LP has retained
D. Jamie Macdonald to consult with the Reporting Persons regarding the pharmaceutical and healthcare services industries, including
the Issuer. Mr. Macdonald has substantial experience as an industry executive, including as CEO of INC Research and SVP and Head
of Global Project Management of Quintiles, where he helped to significantly improve operating margins. Starboard Value LP entered
into an Advisor Agreement with Mr. Macdonald defined and described in Item 6 below.