Transparency, Compliance and Risk Management


Internal and External Transparency.
Wincor Nixdorf is committed to providing comprehensive, continuous and prompt information when interacting with the company’s shareholders. As regards the Annual General Meeting of Shareholders (AGM) on January 28, 2008, we will again appoint a proxy vote representative so that shareholders not attending the AGM can be given the opportunity to exercise their voting rights. Shareholders will be able to issue their instructions via the Internet prior to the AGM.

Operating as a global enterprise, Wincor Nixdorf’s success within its business activities is, in large part, attributable to the Company’s policy of social and ethical responsibility and adherence to applicable laws as a basis for all activities worldwide.

In order to remain fully focused on our future success, we have set on an extensive compliance program for the purpose of guiding and aligning the company. This also incorporates specific values and standards of behavior embraced by Wincor Nixdorf, which have been outlined in a specially formulated Code of Conduct as an essential element of Wincor Nixdorf’s compliance program. The Code of Conduct defines standards for good and responsible corporate governance and documents the fundamental principles of social responsibility to be applied by all Wincor Nixdorf employees worldwide.

With a view to ensuring prompt and open communication with the public, we provide detailed documents and information on our website. This includes AGM information, financial reports, current ad hoc announcements and press releases. Our Internet content also includes the company’s articles of association, the Code of Conduct and information on Directors’ Dealings.

We have adopted an Insider Dealing Directive that is aimed at preventing insider dealing by company employees. The employees and Board members named on the Insider List are prohibited from undertaking transactions in Wincor Nixdorf shares or related financial instruments during certain blocking periods, prior and subsequent to the publication of quarterly and annual results.

The Board of Directors and the Supervisory Board hold, either directly or indirectly, shares or options in Wincor Nixdorf AG equivalent to more than 1% of subscribed capital. Together, the four members of the Board of Directors hold 1.3% and the members of the Supervisory Board 0.3% of subscribed capital.

Details of Directors’ Dealings pursuant to Section 15a of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG) can be downloaded from the company’s website, Investor Relations section.

A list of all third-party entities in which Wincor Nixdorf AG holds an interest deemed to be not of minor significance has been included in the annual financial statements of Wincor Nixdorf AG. The annual financial statements of Wincor Nixdorf AG have been published, among other places, on the corporate website.

Risk Management System for Value-led Management of Company Affairs. Responsible corporate governance is dependent on a properly functioning risk management system. The risk management system implemented by Wincor Nixdorf is geared toward meeting the practical requirements of our business. It is designed to highlight risks at an early stage and to help avoid or limit them where they occur. Further details are provided in the section entitled Risk Report.

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