Schedule 13d
| Filed by: | STEEL PARTNERS II LP |
| Subject Company: | BRINKS COMPANY |
| Filed as of Date: | 01/05/2009 |
| View Original Filing on Edgar's | |
Exhibit
99.2
POWER
OF ATTORNEY
Know all
by these presents, that each of the undersigned hereby constitutes and appoints
Jack L. Howard signing
singly, the undersigned’s true and lawful attorney-in-fact to:
1. Execute
for and on behalf of the undersigned all documents relating to the business of
Steel Partners II, L.P. including, but not limited to, all filings with the
Securities and Exchange Commission, any stock exchange and any other regulatory,
administrative or similar authority, and all memoranda, correspondence,
communications or the like, except that such attorney-in-fact shall have no
power to execute any document that has the effect of creating a financial
commitment or financial obligation of Steel Partners II, L.P. or its
affiliates.
2. Do
and perform any and all acts for and on behalf of the undersigned that may be
necessary or desirable to complete and execute any such document, complete and
execute any amendment or amendments thereto, and timely file such document with
the appropriate authority.
3. Take
any other action of any type whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact’s discretion.
The
undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming any of the undersigned’s responsibilities to comply with any
rules or regulations including federal securities laws.
This
Power of Attorney shall remain in full force and effect until December 31, 2009
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
[Signatures
on Following Page]
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 29th day of
December, 2008.
|
STEEL
PARTNERS II, L.P.
|
STEEL
PARTNERS II GP LLC
|
|||
|
By:
|
Steel
Partners II GP LLC
|
By:
|
/s/
Warren G. Lichtenstein
|
|
|
General
Partner
|
Warren
G. Lichtenstein
|
|||
|
Managing
Member
|
||||
|
By:
|
/s/
Warren G. Lichtenstein
|
|||
|
Warren
G. Lichtenstein
|
||||
|
Managing
Member
|
||||
|
STEEL
PARTNERS II MASTER FUND L.P.
|
STEEL
PARTNERS LLC
|
|||
|
By:
|
Steel
Partners II GP LLC
|
By:
|
/s/
Warren G. Lichtenstein
|
|
|
General
Partner
|
Warren
G. Lichtenstein
|
|||
|
Manager
|
||||
|
By:
|
/s/
Warren G. Lichtenstein
|
|||
|
Warren
G. Lichtenstein
|
||||
|
Managing
Member
|
||||
|
/s/
Warren G. Lichtenstein
|
||||
|
WEBFINANCIAL
L.P.
|
Warren
G. Lichtenstein
|
|||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
|||
|
By:
|
/s/
Warren G. Lichtenstein
|
|||
|
Warren
G. Lichtenstein
Managing
Member
|
||||
POWER
OF ATTORNEY
Know all
by these presents, that each of the undersigned hereby constitutes and appoints
Sanford Antignas signing
singly, the undersigned’s true and lawful attorney-in-fact to:
1. Execute
for and on behalf of the undersigned all documents relating to the business of
Steel Partners II, L.P. including, but not limited to, all filings with the
Securities and Exchange Commission, any stock exchange and any other regulatory,
administrative or similar authority, and all memoranda, correspondence,
communications or the like, except that such attorney-in-fact shall have no
power to execute any document that has the effect of creating a financial
commitment or financial obligation of Steel Partners II, L.P. or its
affiliates.
2. Do
and perform any and all acts for and on behalf of the undersigned that may be
necessary or desirable to complete and execute any such document, complete and
execute any amendment or amendments thereto, and timely file such document with
the appropriate authority.
3. Take
any other action of any type whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact’s discretion.
The
undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming any of the undersigned’s responsibilities to comply with any
rules or regulations including federal securities laws.
This
Power of Attorney shall remain in full force and effect until December 31, 2009
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
[Signatures
on Following Page]
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 29th day of
December, 2008.
|
STEEL
PARTNERS II, L.P.
|
STEEL
PARTNERS II GP LLC
|
|||
|
By:
|
Steel
Partners II GP LLC
|
By:
|
/s/
Warren G. Lichtenstein
|
|
|
General
Partner
|
Warren
G. Lichtenstein
|
|||
|
Managing
Member
|
||||
|
By:
|
/s/
Warren G. Lichtenstein
|
|||
|
Warren
G. Lichtenstein
|
||||
|
Managing
Member
|
||||
|
STEEL
PARTNERS II MASTER FUND L.P.
|
STEEL
PARTNERS LLC
|
|||
|
By:
|
Steel
Partners II GP LLC
|
By:
|
/s/
Warren G. Lichtenstein
|
|
|
General
Partner
|
Warren
G. Lichtenstein
|
|||
|
Manager
|
||||
|
By:
|
/s/
Warren G. Lichtenstein
|
|||
|
Warren
G. Lichtenstein
|
||||
|
Managing
Member
|
||||
|
/s/
Warren G. Lichtenstein
|
||||
|
WEBFINANCIAL
L.P.
|
Warren
G. Lichtenstein
|
|||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
|||
|
By:
|
/s/
Warren G. Lichtenstein
|
|||
|
Warren
G. Lichtenstein
Managing
Member
|
||||
POWER
OF ATTORNEY
Know all
by these presents, that each of the undersigned hereby constitutes and appoints
Steven Wolosky signing
singly, the undersigned’s true and lawful attorney-in-fact to:
1. Execute
for and on behalf of the undersigned all documents relating to the business of
Steel Partners II, L.P. including, but not limited to, all filings with the
Securities and Exchange Commission, any stock exchange and any other regulatory,
administrative or similar authority, and all memoranda, correspondence,
communications or the like, except that such attorney-in-fact shall have no
power to execute any document that has the effect of creating a financial
commitment or financial obligation of Steel Partners II, L.P. or its
affiliates.
2. Do
and perform any and all acts for and on behalf of the undersigned that may be
necessary or desirable to complete and execute any such document, complete and
execute any amendment or amendments thereto, and timely file such document with
the appropriate authority.
3. Take
any other action of any type whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact’s discretion.
The
undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming any of the undersigned’s responsibilities to comply with any
rules or regulations including federal securities laws.
This
Power of Attorney shall remain in full force and effect until December 31, 2009
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
[Signatures
on Following Page]
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 29th day of
December, 2008.
|
STEEL
PARTNERS II, L.P.
|
STEEL
PARTNERS II GP LLC
|
|||
|
By:
|
Steel
Partners II GP LLC
|
By:
|
/s/
Warren G. Lichtenstein
|
|
|
General
Partner
|
Warren
G. Lichtenstein
|
|||
|
Managing
Member
|
||||
|
By:
|
/s/
Warren G. Lichtenstein
|
|||
|
Warren
G. Lichtenstein
|
||||
|
Managing
Member
|
||||
|
STEEL
PARTNERS II MASTER FUND L.P.
|
STEEL
PARTNERS LLC
|
|||
|
By:
|
Steel
Partners II GP LLC
|
By:
|
/s/
Warren G. Lichtenstein
|
|
|
General
Partner
|
Warren
G. Lichtenstein
|
|||
|
Manager
|
||||
|
By:
|
/s/
Warren G. Lichtenstein
|
|||
|
Warren
G. Lichtenstein
|
||||
|
Managing
Member
|
||||
|
/s/
Warren G. Lichtenstein
|
||||
|
WEBFINANCIAL
L.P.
|
Warren
G. Lichtenstein
|
|||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
|||
|
By:
|
/s/
Warren G. Lichtenstein
|
|||
|
Warren
G. Lichtenstein
Managing
Member
|
||||
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