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

Page 25 of 31

Page 25 of 31 – SEC Filing

L. Principal Co
(a) Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i)
1,986,177 Shares owned by Starboard V&O Fund, (ii) 222,450 Shares owned by Starboard S LLC, (iii) 123,955 Shares owned by Starboard
C LP, (iv) 218,264 Shares owned by Starboard November LLC and (v) 326,654 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 5.7%

(b) 1. Sole power to vote or direct vote: 2,877,500
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,877,500
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, Starboard November LLC
and through the Starboard Value LP Accounts during the past sixty days are set forth in Schedule B 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) 1,986,177 Shares owned by Starboard V&O Fund, (ii) 222,450 Shares owned by Starboard S LLC, (iii) 123,955 Shares owned
by Starboard C LP, (iv) 218,264 Shares owned by Starboard November LLC and (v) 326,654 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 5.7%

(b) 1. Sole power to vote or direct vote: 2,877,500
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,877,500
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 Starboard November
LLC and through the Starboard Value LP Accounts during the past sixty days are set forth in Schedule B and are incorporated herein
by reference.
N. 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) 1,986,177 Shares owned by Starboard V&O Fund, (ii) 222,450 Shares owned by Starboard S LLC, (iii) 123,955 Shares
owned by Starboard C LP, (iv) 218,264 Shares owned by Starboard November LLC and (v) 326,654 Shares held in the Starboard Value
LP Accounts.

Percentage: Approximately 5.7%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,877,500
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,877,500
(c) None of Messrs. Smith, Mitchell or Feld has 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 Starboard November LLC and through the Starboard Value LP Accounts during the past sixty days are set forth in Schedule B and
are incorporated herein by reference.
25

Follow Parexel International Corp (NASDAQ:PRXL)

Page 25 of 31