The Wincor Nixdorf Group

Organizational Structure.

Wincor Nixdorf came into existence in 1999, when it was carved out from the Siemens Group. It was subsequently floated in 2004.

Today Wincor Nixdorf is a global enterprise, based in Germany, with over 70% of net sales derived from its international business. Our main focus is on the retail banking and retail industries. A report of our activities in these areas can be found in the sections entitled Banking Segment (Glossary and Retail Segment (Glossary .

Our production sites combine to form an international network, as do our research and development facilities. In this area, we also work with a continually expanding group of external partners and research institutes.

In the main, we sell our products and services through our own sales organization. One of the hallmarks of Wincor Nixdorf’s business model is its proximity to customers. We have established subsidiaries in 42 countries. Moreover, we now have a presence in over one hundred and ten countries worldwide as a result of the ongoing expansion of our links with many sales partners. Accordingly, over half of the Group’s around 9,200 employees are based outside Germany.

Details of the Wincor Nixdorf Group’s legal structure can be found in the Notes to the Group financial statements under the heading Consolidation Group. Information about our production and development sites is included in the section entitled Non-financial Indicators.

Acquisitions, New Companies, and Cooperation Agreements.

In the year under review, we maintained our pattern of global expansion through acquisitions and the formation of new companies.

Giesecke & Devrient GmbH, Munich, Germany (“G&D”) and Wincor Nixdorf have now combined their activities in the development, production, and marketing of security technologies with specific regard to the testing and processing of banknotes. This cooperation agreement aims to create new Banking Segment (Glossary and solutions (Glossary that will significantly reduce the costs associated with cash management (Glossary. In this context, the operating business of BEB Industrie-Elektronik AG, Burgdorf, Switzerland, was transferred to the newly founded company CI Tech Components AG, Burgdorf, Switzerland (“CI Tech”) with economic effect from January 1, 2011. Since July 1, 2011, CI Tech has been managed jointly by G&D and Wincor Nixdorf. CI Tech conducts research in the growing market for banknote-testing sensor technology and develops and produces modules that can recognize genuine cash. These can be used not only in cash sorters, payment systems, ATMs but also in other self-service systems (Glossary, e.g., automatic ticket machines for rail companies. CI Tech markets these modules and related services independently to the Group’s companies and as an OEM (Glossary.

We have also strengthened our position on the software and professional services (Glossary side of the banking industry through our takeover of Dynasty Technology Group S.A. (Madrid, Spain) and a subsidiary in Brazil.

In the last fiscal year, we also founded a new company in South Africa to strengthen our sales activities there.

Full details of all changes affecting those companies included in the consolidated financial statements can be found in the Notes to the Group financial statements under the heading Consolidation Group.

Management and Control of the Company by the Board of Directors and the Supervisory Board.

Wincor Nixdorf Aktiengesellschaft (in the following “Wincor Nixdorf AG”) is run by a Board of Directors comprising three members: the Chairman Eckard Heidloff (President and Chief Executive Officer) as well as the two other members of the Board of Directors Stefan Auerbach and Dr. Jürgen Wunram.

The Board of Directors is responsible for managing the joint stock corporation. It ensures that business is conducted in accordance with legal requirements, the German Corporate Governance (Glossary Code, Wincor Nixdorf AG’s Articles of Association, and the Rules of Procedure of the Board of Directors. Within this context, all decisions and actions are focused on protecting the interests of the Company. All resolutions of the Board of Directors are taken by simple majority. Where the votes are split, e.g., if only two members of the Board of Directors are present at a meeting or if one member abstains, the vote of the President and Chief Executive Officer is counted twice. The Rules of Procedure for the Board of Directors include details of specific transactions that require the approval of the Supervisory Board.

It is the role of the Board of Directors to determine the strategic direction of Wincor Nixdorf AG in conjunction with the Supervisory Board, and then to implement it in a responsible manner. In doing so, the Board of Directors also monitors the efficiency of the management tools used throughout the Company. Wincor Nixdorf’s two primary objectives are to strengthen the competitiveness of our customers and to achieve sustained growth in enterprise value. Therefore, the planning, control, and risk management systems by means of which the Company’s operations are controlled are given a high management priority.

The Board of Directors informs the Supervisory Board regularly, promptly, and in a detailed manner on all key issues related to planning, business trends, and the current risk situation. All deviations from agreed plans or established targets are reported and explained to the Supervisory Board.

The role of the Supervisory Board is to monitor the work of the Board of Directors. It performs these duties in accordance with statutory provisions, the German Corporate Governance Code, the Articles of Association of Wincor Nixdorf AG, the Rules of Procedure for the Supervisory Board, and any resolutions of the Supervisory Board itself. The Supervisory Board and the Board of Directors work together on the basis of mutual trust in the best interests of the Company.

In accordance with the Codetermination Act (1976), the Supervisory Board of Wincor Nixdorf AG is made up of twelve members, six of whom represent the shareholders and six the employees.

Decisions of the Supervisory Board are adopted by resolution. Resolutions are passed by a simple majority of the votes cast, with the exception of those cases in which the law specifies a different majority requirement. The voting procedure is as follows: if the votes are split and a second vote on the same proposal is also split, the Chairman’s vote is counted twice.

Committees.

The Supervisory Board has established four committees in total: a Mediation Committee, a Personnel Committee, an Audit Committee, and a Nominations Committee.

Compensation.

Members of the Supervisory Board receive fixed annual compensation payable at the end of the fiscal year, in addition to emoluments for attending meetings of the Supervisory Board and its committees. Further details of Supervisory Board compensation as well as the remuneration of the Board of Directors can be found in the Compensation Report. This forms part of the Group Management Report and is presented in this Annual Report in the section entitled Corporate Governance.

Business Model.

The main focus of our business activities lies on retail banking and the retail industry.

Both industries face increasingly complex challenges. Solving these has led to a rapidly expanding role for information technology (IT), which is no longer regarded simply as a means of ensuring cost-efficiency, but increasingly as a driving force for competitive growth, setting the pace for change within companies. As such, IT has established itself as a key element of our customers’ strategic planning and operating business.

Furthermore, IT processes are becoming increasingly complex. At the same time, the role of change management is expanding to cover the analysis of existing procedures, conceptual planning for entirely new processes, the integration of new information technology into existing infrastructures, and the partial or even complete outsourcing (Glossary of operational management.

These developments are also reflected in our portfolio. Originally a dedicated hardware manufacturer, Wincor Nixdorf has evolved and expanded into the area of software and services. Our expertise lies in optimizing processes and systems through the best possible combination of hardware, software, and services, e.g., from a total cost of ownership (Glossary perspective. We have consistently increased our share of the value chain in line with the process of change and innovation among our customers.

You will find more information about our services in the section entitled Our Solutions Portfolio.

Market and Competition.

Globally, Wincor Nixdorf is acknowledged as one of the top market players, with a specialized portfolio of software and services for retail banks and retailers – above all in the worldwide hardware business, where we are one of the biggest suppliers of cash systems (Glossary and programmable Banking Segment (Glossary and EPOS systems (Glossary. Innovative high-end systems, which lie at the heart of solutions designed to improve customer processes, are a core element of our business strategy. Indeed, it is thanks to these solutions that we are acknowledged as an innovating force within our markets.

Impact of Economic and Legal Factors on the Business.

Details of the economic factors that currently affect, or may in future affect, our activities are presented in the Risk Report. Legal factors can be found in the section Non-financial Indicators under the heading Doing Business the Sustainable Way and in the Risk Report.

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