Significant Agreements in the Event of a Takeover Offer.

Wincor Nixdorf AG has not entered into any significant agreements that are contingent on a change of control of the Company following a takeover offer. The sole exception: On December 18, 2013, Wincor Nixdorf AG and its subsidiary WINCOR NIXDORF International GmbH concluded a loan agreement, for a term up to September 30, 2019, with the European Investment Bank relating to development investments. In this context, the bank is entitled to revoke its agreements to provide credit if more than 50% of the shares in Wincor Nixdorf AG are held directly or indirectly by one person or by a group of persons acting jointly, as defined by Section 2 (5) WpÜG. 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.

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.