Disclosures Pursuant to Section 315 (4) HGB and Explanatory Notes

As the parent company of the Wincor Nixdorf Group, Wincor Nixdorf AG utilizes an organized market as defined by Section 2 (7) Wertpapiererwerbs- und Übernahmegesetz (WpÜG – German Securities Acquisition and Takeover Act) through the Company’s issued shares with voting rights and, therefore, reports pursuant to Section 315 (4) HGB.

Composition of Subscribed Capital.

As of September 30, 2011, the share capital of Wincor Nixdorf AG is €33,084,988.00, divided into 33,084,988 no-par-value shares (“Stückaktien” governed by German law).

Restriction of Voting Rights or Transfer of Shares.

Each share is furnished with the same rights and has one vote at the Annual General Meeting (AGM). The Board of Directors is not aware of any restrictions to the voting rights of individual shares. The Companys employee share ownership plans include time-related restrictions for a small number of shares, e.g., in the case of lock-up periods.

Direct or Indirect Equity Interests in Excess of 10% of Equity.

The Company is not aware of any direct or indirect equity interests that exceed 10% of the voting rights.

Owners of Shares with Special Rights Conferring Controlling Powers.

The shares do not confer any special rights with controlling powers.

Control over Voting Rights in the Event that Employees Hold a Share in Equity.

There is no such control over voting rights.

Appointment and Removal of the Board of Directors and Amendments to the Articles of Association.

Rules for the appointment and removal of members of the Board of Directors are laid out in Sections 84 and 85 AktG, which stipulate that members of the Board of Directors shall be appointed by the Supervisory Board for a maximum period of five years. After each period of office, members may be reappointed or their period of office extended for a further maximum period of five years. According to Section 5 of the Articles of Association, the number of members of the Board of Directors is determined by the Supervisory Board, and it must consist of at least two members.

The Articles of Association may only be amended by the AGM (Section 179 (1) Sentence 1 AktG). Pursuant to Section 13 of the Articles of Association, the Supervisory Board may only amend and decide on the wording of the Articles of Association. In accordance with Section 18 (1) of the Articles of Association, resolutions of the AGM may be passed by a simple majority of the votes cast in the absence of a mandatory provision of the law stipulating otherwise. In cases where the law requires a majority of the subscribed capital represented at the time of voting, a simple majority of the subscribed capital represented will suffice in the absence of a mandatory provision of the law stipulating otherwise.

Authorization of the Board of Directors to Buy Back Shares in the Company.

In the period from January 25, 2011, up to and including January 24, 2016, the Company is authorized to purchase the Company’s own shares, with the consent of the Supervisory Board, up to a total of 10% of the current share capital at the time of the resolution or – if this value is lower – at the time of the exercising of this authorization. In doing so, the shares acquired due to this authorization together with other shares of the Company, which it has already acquired and still possesses or are assigned to it pursuant to Sections 71d, 71e of the German Stock Corporation Act (AktG), may not exceed 10% of the respective share capital at any time. The authorization can be exercised for any legally permissible purpose; however, the Company may not trade in its own shares. The Company may purchase the shares on the stock exchange or by means of a public offering extended to all shareholders. The shares may also be acquired by the Company’s dependent companies within the meaning of Section 17 of the German Stock Corporation Act (AktG) or companies in which the Company is the majority shareholder within the meaning of Section 16 (1) of the German Stock Corporation Act (AktG) or, for its or their account, by third parties. In the event of acquisition via the stock exchange, the consideration paid by the Company for the acquisition of each share (without expenses incidental to the acquisition) shall not exceed or be below the share price by more than 10%. The applicable share price within the meaning of the foregoing provision in case of acquisition on the stock exchange shall be the price determined on the day of the trade in the opening auction of a share of the Company of the same class with the same rights in XETRA trading (or a system replacing XETRA) on the Frankfurt Stock Exchange.

The Board of Directors is authorized to use the shares for all legally permissible purposes, in particular to sell them through the stock exchange or by making a public offering to all shareholders. The shareholders have no subscription right in the event of a sale through the stock exchange. In the event of a sale by means of public offering, the Board of Directors is authorized, with the consent of the Supervisory Board, to exclude subscription rights for the shareholders for residual amounts. The Board of Directors is further authorized, with the consent of the Supervisory Board, to effect a sale of the Company’s acquired own shares in a manner other than through the stock exchange or by making a public offering to all shareholders, provided the acquired own shares are sold for cash for a price not substantially lower than the stock market price for Company shares of the same class with the same rights on the date of such sale. However, this authorization shall only apply under the condition that the shares so sold may not exceed an aggregate of 10% of the Company’s share capital at the time of such resolution or – if this is lower – at the time of the exercising of this authorization. In calculating this 10% limit, an allowance shall be made for the issuance of shares after this authorization from authorized capital excluding subscription rights in accordance with Section 186 (3) Sentence 4 of the German Stock Corporation Act (AktG) and for the granting of option or conversion rights for Company shares after this authorization if the grant excludes subscription rights in accordance with Section 186 (3) Sentence 4 of the German Stock Corporation Act (AktG).

The shares can also be purchased using put or call options or future purchase agreements (jointly: “derivatives”). The Company will be authorized to sell options to third parties, which obligates the Company to purchase shares of the Company upon exercising the option (put option), to purchase options that give the Company the right to purchase shares of the Company upon exercising the option (call option), and to purchase shares of the Company using a combination of put and call options. These respective option conditions must ensure that the Company is only provided shares that it has purchased while upholding the principle of equality in treatment (Section 53a of the German Stock Corporation Act [AktG]). All purchases of shares using derivatives are restricted to a maximum of 5% of the existing share capital at the time of the resolution of the Annual General Meeting regarding this authorization or – if this is lower – at the time of exercising this authorization. The terms of the derivatives must end, at the latest, on January 24, 2016. Within this context, the term of an individual derivative may in each case not exceed 18 months. The option premiums paid by the Company for call options and received by the Company for put options may not be significantly higher and/or lower than the theoretical market value determined by recognized financial mathematical methods of the respective option; the agreed-upon exercise price is to be taken into consideration with this determination. The purchase price per share of the Company to be paid upon exercising the option and/or upon the due date of the future purchase agreements may not exceed the average price of the Company’s shares of the same class with the same rights in the closing auction of XETRA trading (or a system replacing XETRA) on the Frankfurt Stock Exchange over the last three trading days prior to the day of the conclusion of the relevant option and/or future purchase agreement by more than 10%, or fall short of this by more than 20% (respectively without ancillary purchase costs, but taking the option premium received and/or paid into account). The option transactions must be concluded respectively with an independent bank or independent financial institution at conditions close to the market.

Shareholders’ subscription rights with respect to the Company’s own shares shall be excluded in the following cases:

  • Where the Company uses its treasury shares under the terms of a business combination or the (direct or indirect) acquisition of equity holdings with the consent of the Supervisory Board;
  • Where the treasury shares are used to fulfill obligations in relation to stock options under the Company’s stock option programs;
  • Where the treasury shares are used to fulfill conversion rights or obligations in relation to participatory certificates with warrants and/or convertible participatory certificates and/or convertible bonds and/or bonds with warrants and/or income bonds issued by the Company, or by the Company’s dependent Group companies with the consent of the Supervisory Board.

Authorizations of the Board of Directors to Issue Shares

1. Authorized Capital I 2009 Pursuant to Section 4 (5) of the Articles of Association: The Board of Directors has been authorized to increase the Company’s subscribed capital, with the Supervisory Board’s approval, by up to €3,308,498.00 (in words: three million three hundred and eight thousand four hundred and ninety-eight euros) (Authorized Capital I 2009) through the issue for cash of new bearer shares under single or multiple initiatives up to April 18, 2014. Shareholders must be granted a right of subscription. However, subject to the consent of the Supervisory Board, the Board of Directors is authorized to exclude fractional amounts from a shareholder’s right of subscription. The Board of Directors is also entitled, subject to the consent of the Supervisory Board, to exclude shareholders’ subscription rights where the issue price does not lie significantly below the current stock market trading price. This authorization shall only apply subject to the condition that the total shares issued without shareholder subscription rights, in accordance with Section 186 (3) Sentence 4 AktG, may not exceed 10% of the subscribed capital at the time of the resolution. In calculating this 10% limit, an allowance shall be made for the grant of option or conversion rights for Company shares subsequent to this authorization, i.e., after January 19, 2009, if the grant excludes subscription rights, in accordance with Section 186 (3) Sentence 4 AktG, and for any sale of the Company’s treasury shares excluding subscription rights, in accordance with Section 186 (3) Sentence 4 AktG. In addition, this authorization shall only apply subject to the condition that the proportion of shares issued since it was granted on January 19, 2009, whether based on this or other authorizations to issue shares in the Company without shareholder subscription rights pursuant to, or by virtue of, the application of Section 186 (3) of the German Stock Corporation Act (Aktiengesetz – AktG), shall not exceed 20% of the Company’s share capital on the date the resolution was adopted. The Board of Directors is also authorized, with the consent of the Supervisory Board, to determine the additional rights attaching to the shares and the terms and conditions of the share issue.

2. Authorized Capital II 2009 Pursuant to Section 4 (6) of the Articles of Association: The Board of Directors has also been authorized to increase the Company’s share capital, with the Supervisory Board’s approval, by up to €13,233,996.00 (in words: thirteen million two hundred and thirty-three thousand nine hundred and ninety-six euros) (Authorized Capital II 2009) through the issue, for cash and/or non-cash contributions, of new bearer shares under single or multiple initiatives up to January 18, 2014. When issuing shares for non-cash contributions in connection with direct or indirect acquisitions of companies, parts of companies, or equity interests, the Board of Directors is authorized, with the consent of the Supervisory Board, to exclude shareholders’ subscription rights. However, this authorization shall only apply subject to the condition that the total shares issued without shareholder subscription rights do not exceed 20% of the Company’s share capital at the time of the resolution. In calculating this 20% limit, the issue of shares from authorized capital without subscription rights pursuant to Section 186 (3) of the German Stock Corporation Act (Aktiengesetz – AktG) subsequent to this authorization, i.e., after January 19, 2009, and the granting of option or conversion rights for Company shares if the grant excludes subscription rights, in accordance with Section 186 (3) Sentence 4 of the German Stock Corporation Act (Aktiengesetz – AktG), as well as any sale of the Company’s treasury shares excluding subscription rights, in accordance with Section 186 (3) Sentence 4 of the German Stock Corporation Act, shall be taken into account. Otherwise, the shareholders shall be granted subscription rights. However, the Board of Directors is authorized, with the consent of the Supervisory Board, to exclude fractional amounts from shareholders’ subscription rights. The Board of Directors is also authorized, with the consent of the Supervisory Board, to determine the additional rights attaching to the shares and the terms and conditions of the share issue.

3. Contingent Capital I 2010 Pursuant to Section 4 (7) of the Articles of Association): The share capital is conditionally increased by up to €1,654,249.00, divided into a maximum of 1,654,249 bearer shares (Contingent Capital I 2010). This contingent capital increase is to be used exclusively to cover stock options issued to members of the Company’s Board of Directors, board members of subordinate associated companies within and outside of Germany and to other executives and employees of the Company and its subordinate associated companies as detailed in the provisions of the authorization resolved by the AGM on January 25, 2010. This shall only be implemented to the extent that these share options are taken up and the Company does not provide the consideration in cash or with its own shares. The new shares shall carry dividend rights from the beginning of the fiscal year in which they are issued. Should the issue take place before the ordinary AGM, the new shares shall be entitled to dividends for the previous fiscal year as well.

4. Contingent Capital II Pursuant to Section 4 (8) of the Articles of Association: The share capital is conditionally increased by up to €10,000,000.00 (in words: ten million euros), divided into up to 10,000,000 bearer shares (Contingent Capital II). The contingent capital increase to create Contingent Capital II shall be carried out only insofar as the holders of option or conversion rights or the parties who have conversion/option obligations from participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds that are issued or guaranteed up to January 27, 2013, by the Company or a dependent Group company of the Company within the meaning of Section 17 German Stock Corporation Act (AktG), pursuant to the authorization adopted by the AGM on January 28, 2008, make use of their option or conversion rights or, if they have conversion/option obligations, fulfill their conversion/option obligation. The new shares shall be issued at the option or conversion price to be defined in accordance with the above authorization adopted. The new shares shall carry dividend rights from the beginning of the fiscal year in which they are issued pursuant to the exercise of option and conversion rights or fulfillment of option or conversion obligations. If they are issued before the ordinary AGM, the new shares shall be entitled to dividends for the previous fiscal year as well. The Board of Directors is authorized, with the consent of the Supervisory Board, to define the further details of the contingent capital increase.

Authorization to Issue Participatory Certificates with Warrants and/or Convertible Participatory Certificates, Bonds with Warrants, Convertible Bonds and/or Income Bonds and to Exclude Subscription Rights: The Board of Directors was authorized by the AGM on January 28, 2008, with the consent of the Supervisory Board, once or several times up to January 27, 2013,

  • to issue bearer participatory certificates (i) to which bearer participatory certificates with warrants are attached or (ii) that are attached to a conversion right for the holder for a maximum term of 20 years as of their issue, and to grant option rights to the holders of participatory certificates with warrants and conversion rights to the holders of convertible participatory certificates to bearer shares in the Company, as detailed by the conditions of the participatory certificates with warrants or convertible participatory certificates and instead of or in addition
  • to issue bearer bonds with warrants and/or bearer convertible bonds and/or bearer income bonds (hereinafter referred to jointly as “bonds with warrants and/or convertible bonds”) with a maximum term of 20 years and to grant option rights to the holders of bonds with warrants and conversion rights to the holders of convertible bonds to bearer shares in the Company, as detailed by the conditions of the bonds with warrants or convertible bonds.

The aggregate principal amount of the participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds to be issued under this authorization shall not exceed €500,000,000.00. Option rights or conversion rights shall only be issued for Company shares that account for a maximum total of €10,000,000.00 of the share capital.

The participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds shall be offered for subscription to the shareholders. If participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds are issued by dependent Group companies of the Company within the meaning of Section 17 German Stock Corporation Act (AktG), the Company shall ensure that shareholders of the Company are granted the statutory subscription right in accordance with the above sentences. The Board of Directors is authorized, with the consent of the Supervisory Board, to exclude shareholders’ subscription rights in the following cases, each authorization having been granted independently of each other:

  • with regard to fractional amounts and also insofar as exclusion is necessary so that holders of previously issued option or conversion rights can be granted a subscription right to new participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds to the extent to which they would be entitled after exercising the option or conversion rights as shareholders;
  • if the issue price of the participatory certificates with warrants and/or convertible participatory certificates and/or convertible bonds and/or bonds with warrants is not significantly below the theoretical market value of the participatory certificates and/or bonds as determined by acknowledged mathematical methods used in finance; in this case, conversion and/or option rights to shares of up to 10% of the share capital only shall be granted on the participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds issued with the exclusion of the subscription right of shareholders; in calculating the above maximum amount, allowance shall be made for all shares that are issued on the basis of other existing authorizations or authorizations adopted by this AGM to issue shares in the Company with the exclusion of the subscription right pursuant to, or in application mutatis mutandis of, Section 186 (3) Sentence 4 German Stock Corporation Act (AktG);

or

  • if and insofar as the participatory certificates with warrants and/or convertible participatory certificates and/or convertible bonds and/or bonds with warrants are issued in exchange for contributions in kind to acquire companies, parts of companies or equity interests (including an increase in the stake) or for carrying out a merger.

Conversion and/or option rights to shares up to a total of 20% of the share capital only shall be granted on the participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds issued on the basis of one of the above authorizations with exclusion of the subscription right of shareholders; in calculating the above maximum amount, allowance shall be made for all shares that are issued on the basis of other existing authorizations or authorizations adopted by this AGM to issue shares in the Company with the exclusion of the subscription right pursuant to, or in application mutatis mutandis of, Section 186 (3) German Stock Corporation Act (AktG).

Moreover, the above authorizations to decide on excluding the subscription right of shareholders shall not affect the authorization to issue the participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds with granting of a subscription right to shareholders or to a bank or a consortium of banks, linked to the obligation to offer them for subscription to shareholders.

If participatory certificates with warrants and/or bonds with warrants are issued, each participatory certificate or each bond shall have attached one or more warrants that authorize the holder to subscribe to bearer shares in the Company as detailed by the option conditions to be defined by the Board of Directors. For participatory certificates with warrants and/or bonds with warrants denominated in euros and issued by the Company or by dependent Group companies of the Company within the meaning of Section 17 German Stock Corporation Act (AktG), the option conditions can stipulate that the option price may also be settled by the transfer of participatory certificates or bonds and, if applicable, an additional cash payment. In this case, the pro rata amount of the share capital for shares to be subscribed to for each participatory certificate or bond shall not exceed the principal amount of the participatory certificate with warrants or bond with warrants. The price at which the shares are acquired shall correspond to at least 90% of the arithmetical mean of the closing prices of shares in the Company in XETRA trading (or a comparable successor) on the last five days of stock market trading before the resolution by the Board of Directors on defining the option price. If there are fractions of new shares, it is possible to stipulate that these factions can be added up in accordance with the option conditions, if applicable with an additional cash payment, so that full shares can be acquired.

If convertible participatory certificates and/or convertible bonds are issued, the holders shall obtain the non-retractable right to convert the participatory certificates or bonds into bearer shares in the Company in accordance with the conversion conditions to be defined by the Board of Directors. The conversion ratio shall be derived by dividing the principal amount or the issue amount below the principal amount of a participatory certificate or bond by the set conversion price for a share in the Company and can be rounded up or down to a full number; furthermore, an additional cash payment and pooling of, or compensation for, fractions that cannot be converted can be defined. The conversion price shall correspond to at least 90% of the arithmetical mean of the closing prices of shares in the Company in Xetra trading (or a comparable successor) on the last five days of stock market trading before the resolution by the Board of Directors on defining the conversion price.

The bond or option conditions can stipulate that the Company has the right not to grant new shares when the conversion or option right is exercised or the conversion or option obligation is fulfilled, but to pay a cash amount for the number of shares that would otherwise have to be provided that corresponds to the mean closing price of shares in the Company, not weighted by volume, in Xetra trading on the Frankfurt Stock Exchange (or a comparable successor) over the last ten days of stock market trading before notice of exercise of the conversion or option right or fulfillment of the conversion or option obligation is given. The conditions for participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds can also stipulate that the participatory certificates with warrants and/or convertible participatory certificates or bonds with warrants or convertible bonds can, at the discretion of the Company, be converted to existing shares instead of new shares of the Company from Contingent Capital or that the option right or option obligation can be fulfilled by providing such shares.

The conditions for participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds may also provide for a conversion or option obligation at the end of the term or at another time or give the Company the right, upon final maturity of the participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds, to grant the participatory certificate and/or bond creditors shares in the Company in full or in part instead of payment of the due cash amount. In the latter case, the option or conversion price can correspond to the mean price of the Company’s shares, not weighted by volume, in the closing auction in electronic trading on the Frankfurt Stock Exchange over the last five days of stock market trading before the final maturity date, as detailed by the conditions for participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds. Section 9 (1) in conjunction with Section 199 (2) German Stock Corporation Act (AktG) shall be observed.

The interest on the participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds may be variable. In addition, it can be dependent on key profit ratios of the Company and/or the Group (including the net income or the dividend for Company shares set by the resolution on appropriation of the net income). In this case, the participatory certificates and/or bonds must not be assigned a conversion and/or option right. Moreover, a subsequent payment for benefits/payments not provided in previous years can be specified.

The Board of Directors was authorized, with the consent of the Supervisory Board, to define further details relating to the issue and rights of the participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds, in particular the rate of interest, issue price, term and denomination, the option or conversion period, and the option and conversion price or in agreement with the boards of the associated company of the Company that issues the participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds.

Significant Agreements in the Event of a Take-over Offer. Wincor Nixdorf AG has not entered into any significant agreements, which are contingent on a change of control of the Company following a takeover offer. The sole exception is a credit agreement between Wincor Nixdorf AG, together with its subsidiary Wincor Nixdorf International GmbH, and WestLB, together with other participating banks. The agreement provides for a revolving facility (Glossary and expires on August 2, 2012. The participating banks are entitled to revoke their agreement to provide credit in the event that over 50% of the shares in Wincor Nixdorf AG are held directly or indirectly by one person, or a group of persons acting jointly, as defined by Section 2 (5) of the WpÜG (Securities Trading and Takeover Act). The banks are also entitled to cancel the agreement if this person or group of persons can determine over half of the members of the Board of Directors or of the shareholders’ representatives on the Supervisory Board, or if Wincor Nixdorf AG is included in the Group financial statements of this person or group of persons.

Compensation Agreements between Wincor Nixdorf AG and the Members of the Board of Directors as well as Employees in the Event of a Takeover Offer. There are currently no agreements between Wincor Nixdorf AG and members of the Board of Directors or employees for the payment of compensation in the event of a takeover offer.

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