Declaration of Compliance

Convenient translation. The German version prevails.

The Management Board and Supervisory Board of WINCOR NIXDORF Aktiengesellschaft declare the following on the recommendations of the “Government Commission on the German Corporate Governance Code” in accordance with § 161 AktG (German Stock Corporation Law):

Since its last declaration of compliance on November 25, 2008, Wincor Nixdorf AG has complied with the recommendations of the German Corporate Governance Code (version dated June 6, 2008) and with the recommendations of the revised version of the Code, which took effect on June 18, 2009, apart from the following exceptional instances listed below:
1. The D&O insurance policy agreed by Wincor Nixdorf AG for its Board of Directors and Supervisory Board does not feature a policy excess (Section 3.8 Paragraph 2 GCGC in the version dated June 18, 2009).
Reasons: The D&O insurance policy agreed by Wincor Nixdorf AG for its Board of Directors and Supervisory Board does not feature a policy excess, in particular no such excess of at least 10% of the damage up to at least one and a half times the fixed annual remuneration. The D&O insurance is in place for a significant number of management staff across the entire Wincor Nixdorf Group, at home and abroad, including members of the Company’s boards. For this reason, in the past it did not appear proper or necessary to differentiate between Board members and other management staff, especially as there was no legal obligation to establish a policy excess for members of the Board of Directors pursuant to Section 93, Paragraph 2, Page 3 AktG (new version) when the policy was signed. Insurance policies taken out prior to the change in legislation need not be amended for members of the Board of Directors until July 1, 2010. There is still no legal obligation to establish a D&O policy excess for 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, and of membership of any of the Supervisory Board committees (Section 5.4.6 Paragraph 1 Sentence 3 GCGC).
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.

3. Members of the Supervisory Board are not paid any performance-related remuneration in addition to their fixed emoluments (Section 5.4.6 Paragraph 2 Sentence 1 GCGC).
Reasons: In the Company’s view, a fixed remuneration for members of the Supervisory Board is more appropriate given that the body’s supervisory function is independent of the Company’s performance.

Wincor Nixdorf AG will, in future, comply with the recommendations of the “Code of the Government Commission on German Corporate Governance” in the version dated June 18, 2009, with the exception of the departures listed below.
1. The D&O insurance policy agreed by Wincor Nixdorf AG for its Board of Directors and Supervisory Board does not feature a policy excess (Section 3.8 Paragraph 2 GCGC).
Reasons: A 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. Pursuant to Section 93 Paragraph 2 Page 3 AktG (new version) in conjunction with Section 23 Paragraph 1 Page 1 of the Introductory Act to the Stock Corporation Act (Einführungsgesetz zum Aktiengesetz – EGAktG), existing insurance policies need not be amended until July 1, 2010, and even then only those applying to members of the Board of Directors. As of July 2010, the D&O insurance held by Wincor Nixdorf AG will therefore contain a policy excess for members of the Board of Directors equivalent to 10% of the damage up to at least one and a half times the fixed annual remuneration. There is no provision in the legislation (Section 116 Page 1 AktG (new version)) for a mandatory policy excess for the Supervisory Board; indeed, the Supervisory Board is specifically exempted from such a mandatory policy excess. Given the nature of the role of the Supervisory Board, which is also clear from that Board’s different remuneration structure, this distinction in the treatment of the Board of Directors and the Supervisory Boards appears commensurate, especially since the insurance policies will not be changed for other senior managers.

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, and of membership of any of the Supervisory Board committees (Section 5.4.6 Paragraph 1 Sentence 3 GCGC).
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.

3. Members of the Supervisory Board are not paid any performance-related remuneration in addition to their fixed emoluments (Section 5.4.6 Paragraph 2 Sentence 1 GCGC).
Reasons: In the Company’s view, a fixed remuneration for members of the Supervisory Board is more appropriate given that the body’s supervisory function is independent of the Company’s performance

Paderborn, November 24, 2009

WINCOR NIXDORF Aktiengesellschaft

For the Supervisory Board		For the Management Board
Karl-Heinz Stiller Chairman		Eckard Heidloff Chairman