Share-based Payment Program

Wincor Nixdorf has set up six share-based payment programs for managers since 2004 (2004–2009). The following conditions have to be applied to programs 2004–2007:

The vesting period of the share options is two years. Each share option entitles the bearer to purchase one share in the Company at the exercise price (strike price). There is no limit to the profit which can accrue upon purchase. The strike price in each instance corresponds to 110% of the value at the outset; it takes account of distributions made during the life of the options, such as dividend payments and any drawing rights or other special rights. The target criteria have not been subsequently lowered during the life of the program up to now. In order to sign up to acquire, and later exercise, share options, employees must make a separate private investment in Company shares at a ratio of 1:10 (shares : share options), and such shares must be held by them for the entire holding period of two years. The share option must be exercised within ten days after the end of the vesting period. The Company is entitled to settle the options either in shares or cash. Basically, the holder of the option has to remain in the Company’s employ until the end of the vesting period.

As of March 13, 2009, Wincor Nixdorf granted 500,770 share options for an exercise price of €36.18 under another share-based payment program to its managers (share-based payment program 2009).

The following conditions have to be applied to programs 2008 and 2009:

The vesting period of the share options is two years. Each share option entitles the bearer to purchase one share in the Company at the exercise price (strike price). There is no limit to the profit which can accrue upon purchase. In each case, the exercise price is equivalent to 110% of the average exchange price on the ten stock exchange trading days that immediately preceded the issue of stock options on April 8, 2008 (Program 2008), respectively March 13, 2009 (Program 2009); it takes account of distributions made during the life of the options, such as dividend payments and any drawing rights or other special rights. The target criteria have not been subsequently lowered during the life of the programs up to now. In order to sign up to acquire, and later exercise, share options, employees must make a separate private investment in Company shares at a ratio of 1:10 (shares : share options), and such shares must be held by them for the entire holding period of two years. The share option must be exercised one-time at the end of the vesting period within a period of ten stock exchange trading days in Xetra on the Frankfurt Stock Exchange, commencing upon completion of the two-year vesting period (exercise period). The vesting conditions also stipulate that the declaration of exercise may or must be issued during the specified vesting period of two-years, within the last ten stock exchange trading days in Xetra on the Frankfurt Stock Exchange, effective from the end of the last day of the vesting period or a later date. The Company is entitled to settle the options either in shares or cash. Basically, the holder of the option has to remain in the Company’s employ until the end of the vesting period.

The underlying assumptions for the programs 2006–2009 are as follows (accounts for programs 2006 and 2007 restated accordingly to the stock split 2007):

Share options reported as of September 30, 2009, only consist of options from share-based payment programs 2008 and 2009. The program 2008 will expire in April 2010, the program 2009 in March 2011. The weighted average residual term of both programs is about one year.

The fair values of the options have been calculated by the application of the Black-Scholes-Merton formula by an external expert. The expected volatilities for single programs were determined as follows: for program 2006 the expected volatility was the average result of the three months’ historic volatility as well as the volatility based on the one-year period and 18-month volatility of the Wincor Nixdorf share. The expected volatility for program 2007 complies with the two- years’ historic volatility of the Wincor Nixdorf share. For program 2008, the expected volatility was determined as the average of the historic volatilities of the Wincor Nixdorf share for 1-month, 6-months and 1-year periods. The expected volatility for program 2009 complies with the two-years’ historic volatility of the Wincor Nixdorf share.

The changes in the composition of share options are as follows:

The vesting period for the 2007 share-based payment program expired on February 27, 2009. The share options allocated within the scope of the 2007 share option plan expired during the reporting period, without replacement or compensation, as the average price of Wincor Nixdorf shares remained below the exercise price of the 2007 share option plan during the exercise period.

During the fiscal year, personnel expenses in connection with the share-based payment programs amounted to €4,204k (2007/2008: €3,563k). The additional paid-in capital has been increased by this amount. However, personnel expenses in connection with the share-based payment program 2007 (€815k) have been reclassed to retained earnings, together with the amount carried forward for the share-based payment program 2007, in additional paid-in capital (€3,095k), for the share-based payment program 2007.