Declaration of Compliance
Convenient translation. The German version prevails.
In accordance with Section 161 AktG (German Stock Corporation Act), the Board of Directors and the Supervisory Board of Wincor Nixdorf AG issue the following declaration of compliance:
Since its last declaration of compliance on November 20, 2012, Wincor Nixdorf Aktiengesellschaft has complied with the recommendations of the Code of the Government Commission on German Corporate Governance, in the version dated May 15, 2012 (published in the Electronic Federal Gazette on June 15, 2012), and with the recommendations of the revised version of the Code, which came into force on May 13, 2013 (published in the Electronic Federal Gazette on June 10, 2013), and will, in future, comply with the two exceptions detailed below:
1.The D&O insurance policy agreed by Wincor Nixdorf Aktiengesellschaft does not feature a policy deductible for the Supervisory Board (Section 3.8 Paragraph 3 GCGC).
Reasons: The D&O insurance policy agreed by Wincor Nixdorf Aktiengesellschaft does not feature a policy deductible for the Supervisory Board, in particular no such deductible of at least 10% of the damage up to at least one and a half times the fixed annual remuneration. The D&O insurance policy was taken out for a significant number of management staff across the entire Wincor Nixdorf Group, at home and abroad, including members of the Company’s boards. When the policy agreement was signed, it did not appear proper to differentiate between Board members and other management staff; equally there was no legal requirement to do so. Effective from July 1, 2010, only insurance policies for members of the Board of Directors were to be amended pursuant to Section 93 (2) Sentence 3 AktG (German Stock Corporation Act) in conjunction with Section 23 (1) Sentence 1 EGAktG (Introductory Act to the Stock Corporation Act). There is no stipulation in the legislation (Section 116 Sentence 1 AktG) of a mandatory policy deductible for the Supervisory Board; indeed, the Supervisory Board is specifically exempted from such a mandatory policy deductible. Given the nature of the role of the Supervisory Board, which is also evident from that Board's different remuneration structure, this distinction in the treatment of the Board of Directors and the Supervisory Board appears commensurate, especially since the insurance policies have not been changed for other senior managers. Consequently, it does not appear proper to extend the policy deductible in the D&O insurance policy held by Wincor Nixdorf Aktiengesellschaft to members of the Supervisory Board.
2.In setting the level of remuneration paid to members of the Supervisory Board, no account is taken of chairmanship of any committee other than the Audit Committee, or of membership of any of the Supervisory Board committees (Section 5.4.6 Paragraph 1 Sentence 3 GCGC old version respectively Section 5.4.6 Paragraph 1 Sentence 2 GCGC new version).
Reasons: Remuneration for mere membership of a committee is deemed unnecessary. As regards the activities of the Supervisory Board, practice has shown that the vast majority of committee meetings are scheduled to coincide closely with meetings of the Supervisory Board itself. Chairmanship of the Audit Committee is remunerated separately due to the additional time and effort required by the role.
Paderborn, November 25, 2013
Wincor Nixdorf Aktiengesellschaft
|On behalf of the Supervisory Board||On behalf of the Management Board|