Management Report 2004/2005

Declaration by the Board of Directors.

The Board of Directors of Wincor Nixdorf Aktiengesellschaft, in Paderborn, is responsible for compiling the consolidated accounts and the Group management report.

The consolidated accounts have been compiled in accordance with International Financial Reporting Standards (IFRS).

Reporting conformity and compliance with statutory requirements is ensured at the instruction of the Board of Directors through the establishment of effective internal control systems within the businesses included in the consolidated accounts. In addition, training and education initiatives ensure that the responsible employees are able to meet the requirements made of them. Observance of the directives and regulations, and reliability and proper functioning of the control systems are subject to continuous checks performed by the internal audit function.

These initiatives and the reporting conducted in accordance with uniform directives across the Group ensure that numeric depiction of business activity represents a true reflection of reality and that the Board of Directors is in a position to identify changes in business and financial performance, together with resultant risks to the company’s asset and financing positions, at an early stage.

The risk management systems established for use within the Group ensure, in accordance with the requirements made of joint stock corporations (public limited companies), that developments potentially able to pose a risk to the continued existence of the company, Wincor Nixdorf Aktiengesellschaft, and the Wincor Nixdorf Group are perceived in good time and that corrective action can be taken, wherever relevant. This also creates the basis for accurate information in the consolidated accounts and Group management report, including the individual company accounts forming part thereof.

The Board of Directors is committed to the goal of continuously increasing the value of Wincor Nixdorf. The Group is managed and run under the principles of sustainable business management in the interests of shareholders and in awareness of its responsibility to employees, society and the environment in all countries in which Wincor Nixdorf operates. The Board of Directors and the Supervisory Board of the Company have passed a joint declaration of compliance, pursuant to Article 161 of the German Joint Stock Corporation Law, with the recommendations of the German Corporate Governance Code.

The consolidated accounts and Group Management report have been audited by KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft in accordance with the resolution passed by the Annual General Meeting of shareholders and the instructions issued by the Supervisory Board. The auditors have prepared their corresponding report on this matter. The consolidated accounts, the Group management report and the auditor’s report are discussed in detail in the Supervisory Board’s Finance Committee, with the auditors in attendance. The Supervisory Board’s report contains details of the outcome of these deliberations.

The Board of Directors of Wincor Nixdorf Aktiengesellschaft