Exceptions to the Corporate Governance Code

Under Section 161 of the German Stock Corporation Act (Aktiengesetz – AktG), the Board of Directors and the Supervisory Board of stock exchange-listed companies are obliged to issue a declaration each year stating that the recommendations of the “Code of the Government Commission on German Corporate Governance (Glossary,” as published by the German Federal Ministry of Justice in the official section of the Federal Gazette (electronic version), have been and are being met. This declaration must also specify which recommendations have not been or are not being applied and why not.

Exceptions to the Corporate Governance Code.

In accordance with Section 161 AktG, the Board of Directors and the Supervisory Board of Wincor Nixdorf AG issued a new declaration of compliance on November 23, 2011.

I. Since its last declaration of compliance on November 24, 2010, Wincor Nixdorf AG has complied with the recommendations of the German Corporate Governance Code, in the version dated May 26, 2010 (published in the Electronic Federal Gazette on July 2, 2010), with the five exceptions detailed below:

1. At its Annual General Meeting, the Company does not exercise the option to hold an absentee ballot (postal vote) granted by its Articles of Association (Section 2.3.3 Sentence 2 GCGC).

Reasons: The GCGC does not actually recommend that companies offer to hold an absentee ballot; it merely recommends that companies support shareholders in the holding of an absentee ballot in the event that the Board of Directors decides to make this option available. Following the Annual General Meeting on January 25, 2010, in accordance with the option granted by Section 118 (2) AktG, Wincor Nixdorf AG took the precaution of introducing a new clause into its Articles of Association authorizing the Board of Directors to allow an absentee ballot. However, an absentee ballot does not provide any recognizable additional benefit to shareholders in the personal exercise of their rights when compared to the proxy voting service offered by Wincor Nixdorf AG up to the day of the Annual General Meeting, under the terms of which proxies are bound by written or electronic voting instructions. Consequently, the Board of Directors does not intend to exercise the option of holding an absentee ballot.

2. The D&O insurance policy agreed by Wincor Nixdorf AG does not feature a policy deductible for the Supervisory Board (Section 3.8 Paragraph 3 GCGC).

Reasons: The D&O insurance policy agreed by Wincor Nixdorf AG does not feature a policy deductible for the Supervisory Board, in particular no such deductible of at least 10% of the damage up to at least one and a half times the fixed annual remuneration. The 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. Effective from July 1, 2010, only insurance policies for members of the Board of Directors were to be amended pursuant to Section 93 (2) Sentence 3 AktG in conjunction with Section 23 (1) Sentence 1 of the Introductory Act to the Stock Corporation Act (Einführungsgesetz zum Aktiengesetz – EGAktG). There is no stipulation in the legislation (Section 116 Sentence 1 AktG) of a mandatory policy deductible for the Supervisory Board; indeed, the Supervisory Board is specifically exempted from such a mandatory policy deductible. 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 Board appears commensurate, especially since the insurance policies have not been changed for other senior managers. Consequently, it does not appear proper to extend the policy deductible in the D&O insurance policy held by Wincor Nixdorf AG to members of the Supervisory Board.

3. The contracts of members of the Board of Directors of Wincor Nixdorf AG did not contain rules on severance payments in the event of the early termination of a member’s service by the Company without good cause (Section 4.2.3 Paragraph 4 GCGC).

Reasons: The contracts of members of the Board of Directors of Wincor Nixdorf AG did not contain rules on severance payments in the event of the early termination of a member’s service by the Company without good cause. Since the early termination of a member’s service by either party presupposes the existence of good cause and Wincor Nixdorf regularly concludes and maintains service contracts for members of the Board of Directors for the duration of their period of office in line with the German Stock Corporation Act, no such rules on severance payments were applied in the past. To avoid the need to declare a departure from Section 4.2.3 Paragraph 4 GCGC, the service contracts of members of the Board of Directors have now been amended to include a corresponding provision for a settlement cap in the event of the early termination of a member’s service without good cause. The provision makes reference to Section 4.2.3 Paragraph 4 GCGC.

4. 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, or 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.

5. 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.

II. 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 May 26, 2010 (published in the Electronic Federal Gazette on July 2, 2010), with the following four exceptions:

1. At its Annual General Meeting, the Company does not exercise the option to hold an absentee ballot (postal vote) as granted by its Articles of Association (Section 2.3.3 Sentence 2 GCGC).

Reasons: See above under I. 1.

2. The D&O insurance policy agreed by Wincor Nixdorf AG does not feature a policy deductible for the Supervisory Board (Section 3.8 Paragraph 3 GCGC).

Reasons: See above under I. 2.

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

Reasons: See above under I. 4.

4. 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: See above under I. 5.

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