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

Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

As described in Item 4 above,
Starboard Value LP has retained Mr. Macdonald to consult with the Reporting Persons regarding the pharmaceutical and healthcare
services industries, including the Issuer. Starboard Value LP entered into an advisor agreement (the “Advisor Agreement”)
with Mr. Macdonald on April 26, 2017. Pursuant to the Advisor Agreement and in consideration for the performance of certain consulting
and advisory services by Mr. Macdonald, Starboard Value LP agreed to pay Mr. Macdonald an upfront fee equal to $50,000 in cash.

Starboard V&O
Fund entered into forward contracts with Morgan Stanley as the counterparty on the dates referenced in Schedule B providing for
the purchase of an aggregate of 882,040 Shares having an aggregate purchase price of $50,996,724 (each a “Forward Contract”).
Each of the Forward Contracts has a final valuation date of December 29, 2017, however, Starboard V&O Fund has the ability
to elect early settlement after serving notice to Morgan Stanley of such intention at least two (2) scheduled trading days in advance
of the desired early final valuation date. Each of the Forward Contracts provides for physical settlement. Until the settlement
date, none of the Forward Contracts give the Reporting Persons voting and dispositive control over the Shares to which such contracts
relate.

On May 10, 2017, the
Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of
each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.
The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.