Compliance.

Corporate values and culture.

For Wincor Nixdorf, a corporate and management culture that not only acknowledges the need to abide by statutory regulations but also embraces values such as integrity and fair competition is an essential prerequisite for a fully functioning compliance management system. Lawful conduct is a precondition for stable and enduring business relationships as well as sustained success with regard to the Company's commercial performance. The Board of Directors therefore regards compliance as a fundamental management task and has pledged in its compliance statement to respect the law, while expressly acknowledging the importance of lawful, social, and ethical conduct. For the Company's employees, a functioning compliance management system offers a framework within which they can act and operate even in difficult situations. It thus helps not only to protect our Company against the detrimental effects of unlawful or non-compliant behavior but also to cement its reputation and enhance its long-term competitiveness.

With this in mind, Wincor Nixdorf is committed to refining its compliance management system on a continual basis in order to adapt it to the changing statutory and commercial factors that are of relevance to its global business activities.

Compliance management system.

Building on its understanding of compliance, Wincor Nixdorf has established a compliance management system tailored to the requirements of a Group operating at an international level. This system encompasses prevention, detection/control, and response. The focus of compliance management is on a preventative approach in support of a corporate culture that addresses the issue of potential misconduct before it arises by sensitizing and educating employees.

Against this background, considerable importance is attached to regular compliance training, which is conducted in the form of attended seminars as well as online sessions. Additionally, the compliance communication program, which includes a quarterly compliance newsletter, an updated compliance portal on the intranet, and personal support provided by the Corporate Compliance Office, helps to build awareness among the workforce of the issue of compliance and any associated risks.

Code of conduct for employees and suppliers.

At the heart of Wincor Nixdorf's compliance management system is the Code of Conduct. Reflecting the values-led corporate culture embraced by the Group, it is binding for all employees. It is complemented by various guidelines such as the corporate hospitality guide, which provides personnel with an overview of how to deal with gifts, invitations, and corporate hospitality in general. Wincor Nixdorf has also issued a new guideline on the prevention of and appropriate response to conflicts of interest. It is aimed at raising awareness of this topic within the workforce and offering help and advice on how to deal with such instances.

Another key element is the Code of Conduct for Wincor Nixdorf Suppliers. It forms an integral part of the purchasing process and is fully incorporated in the purchase agreements.

The compliance organization.

Wincor Nixdorf's compliance organization is headed by the Chief Compliance Officer (CCO), who reports directly to the Board of Directors and the Audit Committee of the Supervisory Board. The CCO is responsible for implementing and evolving the compliance management system throughout the Group. He is supported by a Group-wide compliance officer system that consists of Regional Compliance Officers, Area Compliance Officers, and Local Compliance Officers. They ensure that the compliance management system is applied correctly in their respective areas of responsibility. A central Compliance Office coordinates all compliance activities throughout the Group and advises employees on key issues.

The business combination agreement concluded between Diebold Inc. and Wincor Nixdorf AG includes provisions relating to integration activities, the aim being to identify and realign possible differences within the two compliance systems and introduce a compliance system tailored to US requirements in a timely manner for the combined Diebold Nixdorf Group.