Corporate Governance including Compensation Report

At Wincor Nixdorf, responsible, transparent business management and control centered on the creation of sustained added value is considered an essential basis for commercial success. Indeed, corporate governance has been an integral element of management for many years. The Board of Directors and the Supervisory Board have issued the statutory statement of compliance in accordance with Section 161 of the German Stock Corporation Act (Aktiengesetz – AktG), stating that, Wincor Nixdorf complies with the recommendations of the German Corporate Governance Code, with three exceptions, which are explained under Exceptions. Adherence to this Code is monitored by the Board of Directors and the Supervisory Board. Issued annually, the statement of compliance is permanently available to all shareholders on the Internet at www.wincor-nixdorf.com under the heading of Investor Relations.

Close Collaboration between Board of Directors and Supervisory Board.

A relationship based on close collaboration and mutual trust exists between the Board of Directors and the members of the Supervisory Board. The Board of Directors reports regularly to the Supervisory Board on the progress of business activities. There is also an ongoing and constructive dialog concerning strategy, corporate planning and Company profitability. For further details, please refer to the Supervisory Board report.

The Supervisory Board convened five scheduled meetings in the fiscal year under review. In addition, it held two extraordinary meetings during this period. The report prepared by the Supervisory Board contains further details of board meetings convened over the course of the fiscal year. The Supervisory Board has established four committees: a Mediation Committee, pursuant to Section 27 (3) of the German Corporate

Codetermination Act (Mitbestimmungsgesetz – MitbestG); a Personnel Committee, dealing especially with the preparation of staff issues that pertain to the Board of Directors as well as with the preparation of the compensation structure for the Board of Directors; a Nomination Committee, responsible for preparing the candidate proposals put forward by the Supervisory Board to the Annual General Meeting for the subsequent Supervisory Board elections; and an Audit Committee. No conflicts of interest arose among members of the Board of Directors and members of the Supervisory Board. For further details of the Company’s boards, please refer to “Statutory Company Boards” in the notes to the Group financial statements.