Declaration of Compliance

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 27, 2007, Wincor Nixdorf AG has complied with the recommendations of the German Corporate Governance Code (version dated June 14, 2007) and with the recommendations of the revised version of the Code, which took effect on June 6, 2008, apart from the following exceptional instances listed below:

- 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 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).

- 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).

Furthermore, 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 6, 2008, with the exception of the departures listed below.

- 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 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).

- 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).

Paderborn, November 25, 2008

Wincor Nixdorf Aktiengesellschaft

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