Disclosures Relating to Capital, Voting Rights, and Appointment of Members of the Board of Directors.
As the parent company of the Wincor Nixdorf Group, Wincor Nixdorf AG utilizes an organized market as defined by Section 2 (7) 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 (German Commercial Code).
As of September 30, 2016, 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).
Each share is furnished with the same rights and has one vote at the General Meeting. The Board of Directors is not aware of any restrictions to the voting rights of individual shares. The Company's employee share ownership plans include time-related restrictions for a small number of shares, e.g., in the case of vesting/lock-up periods.
On August 15, 2016, Diebold Holding Germany Inc. & Co. KGaA, with registered offices in Eschborn/Germany, notified Wincor Nixdorf AG pursuant to Section 21 Securities Trading Act (Wertpapierhandelsgesetz – WpHG) that it holds 23,106,784 voting rights (equivalent to 69.84% of the share capital) and thus the majority of the voting rights in respect of Wincor Nixdorf AG. The Company is not aware of any other direct or indirect equity interests that exceed 10% of the voting rights.
The shares do not confer any special rights with controlling powers. Furthermore, there is no control over voting rights in those cases in which employees hold a share in equity.
Rules for the appointment and removal of members of the Board of Directors are laid out in Sections 84 and 85 AktG (German Stock Corporation Act), 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 in each case. According to Section 5 of the Articles of Association, the number of members of the Board of Directors is determined by the Supervisory Board; the Board of Directors must consist of at least two members.
The Articles of Association may only be amended by the General Meeting (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 General Meeting 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 share capital represented at the time of voting, a simple majority of the share capital represented will suffice in the absence of a mandatory provision of the law stipulating otherwise.