Miscellaneous.

There were no loan arrangements with members of the Board of Directors in fiscal 2015/2016 or 2014/2015. Furthermore, no benefits of a similar nature were granted.

If the service of a member of the Board of Directors is terminated for good cause, either because (in accordance with Section 626 of the German Civil Code) the Company cancels that person’s service contract before completion of the period of office, or the member in question resigns or because that member is removed for good cause as defined by Section 84 (3) of the German Stock Corporation Act (Aktiengesetz – AktG), under the terms of the service contracts for the Board of Directors he/she will continue to receive his/her previous fixed basic salary but no further variable compensation.

In the event that a member’s period of office is terminated early, the service contracts of the members of the Board of Directors include a reference to the provisions of Section 4.2.3 (4) of the German Corporate Governance Code (GCGC) and stipulate a settlement payment as outlined in the Code. In the event that a member’s period of office is terminated early, the employment contracts of the members of the Board of Directors include a reference to the provisions of Section 4.2.3 (4) of the German Corporate Governance Code (GCGC) and stipulate a settlement payment as outlined in the Code. Due to the consummation of the voluntary public takeover offer by Diebold, Incorporated to shareholders of Wincor Nixdorf Aktiengesellschaft on August 15, 2016, the Supervisory Board resolved on an amendment to the contracts of the members of the Board of Directors. Pursuant to this amendment, the members of the Board of Directors shall, if during the term of the business combination agreement entered into by and between Wincor Nixdorf Aktiengesellschaft and Diebold, Incorporated on November 23, 2015, they cease to be members of the Board of Directors and if further prerequisites, in particular an unforeseen limitation of their Group-wide responsibilities, are fulfilled, receive a severance payment not limited to the compensation of the remaining term of the employment contract but in any case not exceeding the value of two years' compensation. 

In the event of permanent incapacity to perform his/her duties, a member of the Board of Directors will continue to receive his/her fixed basic salary in monthly installments for a period of up to 18 months; additionally, bonus entitlements will be paid (to the extent that the targets are attained) for six months from onset of the illness or the incapacity.

Members of the Board of Directors receive no compensation for positions held within Group entities.

The contracts for the Board of Directors do not contain any provisions concerning the termination of the contract in the event of a change of control.