We have audited the consolidated financial statements, comprising the balance sheet, the income statement and the statements of changes in shareholders‘ equity and cash flow as well as the notes to the financial statements prepared by Wincor Nixdorf Aktiengesellschaft, Paderborn, for the business year from October 1, 2004 to September 30, 2005. The preparation and the content of the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) are the responsibility of the Company‘s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit of the consolidated financial statements in accordance with German auditing regulations and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW). Those standards require that we plan and perform the audit such that it can be assessed with reasonable assurance whether the consolidated financial statements are free of material misstatements. Knowledge of the business activities and the economic and legal environment of the Group and evaluations of possible misstatements are taken into account in the determination of audit procedures. The evidence supporting the amounts and disclosures in the consolidated financial statements is examined on a test basis within the framework of the audit. The audit includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

In our opinion the consolidated financial statements give a true and fair view of the net assets, financial position, results operation and cash flow of the Group for the business year in accordance with International Financial Reporting Standards.

Our audit, which also extends to the Group management report prepared by the Company‘s management for the business year from October 1, 2004 to September 30, 2005, has not led to any reservations. In our opinion on the whole the Group management report provides a suitable understanding of the Group‘s position and suitably presents the risks of future development. In addition, we confirm that the consolidated financial statements and the Group management report for the business year from October 1, 2004 to September 30, 2005 satisfy the conditions required for the Company’s exemption from its duty to prepare consolidated financial statements and the Group management report in accordance with German law.

Bielefeld, November 29, 2005

KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft

Schumacher                            Hakmann
Auditor                                    Auditor