Under Section 161 of the German Joint Stock Corporations Law, the Boards of Management and Supervisory Boards of listed companies must make a declaration each year stating that the recommendations of the “Code of the Government Commission on German Corporate Governance” published by the German Federal Ministry of Justice in the official section of the Federal Gazette (electronic version) have been met, and which recommendations are not being applied.

To date and until further notice, Wincor Nixdorf is in a state of non-compliance with the recommendations of the German Corporate Governance Code (supplemented version dated June 2, 2005) in the four exceptional instances justified as follows:

1. The D&O insurance policy agreed by Wincor Nixdorf AG for its Board of Directors and Supervisory
Board does not feature a policy excess (GCGC, Section 3.8, Paragraph 2).

The D&O insurance is in place for a significant number of management staff across the entire Wincor Nixdorf Group at home and abroad, including members of the Company boards. For this reason, it does not appear proper to differentiate in terms of the D&O insurance between board members on the one hand and other management staff on the other. A policy excess is not customary outside Germany.

2. Emoluments paid to members of the Board of Directors are stated in total and not broken down
by individual director (GCGC, Section 4.2.4, Sentence 2).

For reasons of privacy, emolument amounts to members of the Board of Directors are not stated for each individual director. Instead, we explain the structure of the emoluments system by offering the relevant information in this annual report. In addition to the stated total emoluments paid to the Board of Directors, the pension accruals for members of the Board of Directors are shown separately. We will observe the statutory requirements of the German Executive Directors’ Emoluments Disclosure Law.

3. In setting the level of emoluments paid to members of the Supervisory Board, no account is taken
of chairmanship of any committee other than the Audit Committee or of membership of any of the
Supervisory Board committees (GCGC, Section 5.4.7 Paragraph 1 Sentence 3).

Remuneration for mere membership of a committee may be dispensed with. In terms of the work of the Supervisory Board, practice has shown that the vast majority of committee meetings are able to be held, in terms of time and place, close to meetings of the Supervisory Board itself. Chairmanship of the Audit Committee is remunerated separately due to the additional time and effort required by the role.

4. Members of the Supervisory Board are not paid any performance-related remuneration in addition
to their fixed emoluments (GCGC, Section 5.4.7 Paragraph 2 Sentence 1).

The Company has decided to await the development of relevant case law in order to provide firm findings upon which it can then base a suitable arrangement. Such development, it appears, has yet to be concluded, as evidenced by court rulings in recent years regarding the prohibition of share options for Supervisory Board members.