Dear Shareholders,

In its first full year as a publicly listed company, Wincor Nixdorf AG has successfully grown its business. This favorable performance and our ongoing efficiency improvement program have boosted our international competitiveness. The Supervisory Board of Wincor Nixdorf AG has monitored and assisted in this process to the full.

The Work of the Supervisory Board.
In the fiscal year under review, the Supervisory Board of Wincor Nixdorf AG performed the activities prescribed by law and by the Company’s articles of association. We monitored and advised the Board of Directors regularly as it led and managed the business. The Board of Directors discussed and agreed all decisions of a fundamental nature for the Company and its Group subsidiaries directly with the Supervisory Board. The Board of Directors informed us in a regular, timely and comprehensive fashion by means of verbal and written reports of all material matters related to corporate planning, strategic direction and development, business performance and the state of the Group, including risks and risk management activities. All business matters of importance to the Company were discussed at plenary sessions of the Supervisory Board based on the reports of the Board of Directors.

The Supervisory Board convened a total of five times in fiscal 2004/2005. In addition to the Supervisory Board meetings, I was personally in continuous contact with the Board of Directors and informed myself of the up-to-date business position as well as key business transactions, developments and decisions as they occurred. In so doing, I was informed without delay of important events and occurrences of material significance in assessing the position and performance of the business and in managing and leading the Company. The information provided by the Board of Directors to the Supervisory Board was so detailed and regular in nature that there was no reason for any extraordinary meeting of the Supervisory Board or other special scrutiny.

The Supervisory Board analyzed the efficiency of its activities at regular intervals.

Key Areas of Deliberation by the Supervisory Board.
Five scheduled Supervisory Board meetings were held in the year under review. These were held on December 10, 2004, and January 25, April 21, July 13 and September 21, 2005. Karl-Heinz Stiller and Eckard Heidloff attended all meetings in their positions as members of the Board of Directors of Wincor Nixdorf AG.

Reports on the business, revenue and profit performance of the Group and its segments were the subject of regular discussion at Supervisory Board meetings, as were matters concerning the financial position, implementation of strategy and employee development.

Other key matters addressed at the various Supervisory Board meetings were entry by the Company into outsourcing contracts, replacement of the syndicated loan agreement and refinancing of Wincor Nixdorf AG on improved terms and more detailed specification of the rules of procedure applying to the Supervisory Board and the Board of Directors. At all its meetings, the Supervisory Board discussed how the competitiveness of jobs in Germany can be improved by means of various changes to the conditions of employment of German employees at Wincor Nixdorf International GmbH.

At its meeting on September 21, 2005, the Supervisory Board gave its approval to the fiscal 2005/2006 budget proposed by the Board of Directors and the medium-term strategic business development plan. Also at this meeting, the Supervisory Board increased the Board of Directors from two to five members effective October 1, 2005, and appointed Philip Mantle, Jürgen Wilde and Stefan Auerbach as additional members of the Board of Directors of Wincor Nixdorf AG. At the start of the new fiscal year, Philip Mantle became responsible for the worldwide banking business. Jürgen Wilde took responsibility for the retail business, and Stefan Auerbach for the services business. At the same time, Eckard Heidloff was appointed Executive Vice President, and the rules of procedure for the Board of Directors were amended to take account of its enlarged membership.

Committee Work.
The Supervisory Board has established three committees, which prepare work for Supervisory Board resolutions and issues to be addressed by plenary sessions. In individual instances, the Supervisory Board delegated decision-making authority to committees.

With the exception of the Audit Committee, which is chaired by Supervisory Board member Dr. Alexander Dibelius, committees are chaired by the chairman of the Supervisory Board.

The Audit Committee convened three times. It dealt in particular with the annual accounts and consolidated accounts, the fiscal 2005/2006 budget and the refinancing of the syndicated loan. Other issues addressed were the Company’s risk report and risk management system. The Audit Committee approved a directive by the Board of Directors regarding rules of behavior concerning insider dealings and insider information and, at the same time, appointed a Compliance Officer who maintains a list of persons with access to insider information and checks to ensure no insider dealings are undertaken.

The Personnel Committee authorized the issue of stock options to members of the Board of Directors and to Wincor Nixdorf employees. In addition, the Personnel Committee held a meeting in September 2005 at which it deliberated on the enlargement of the Wincor Nixdorf AG Board of Directors to include three additional seats with effect from October 1, 2005 and approved the terms of the contracts of employment of the three new directors.

The Mediation Committee did not have to be convened during the fiscal year just ended; no conflicts of interest occurred during the period under review.

There are no further committees.

Corporate Governance and Declaration of Compliance.
This annual report also contains a separate section with a report by the Board of Directors, also on behalf of the Supervisory Board, concerning matters associated with corporate governance pursuant to Section 3.10 of the German Corporate Governance Code. The Board of Directors and the Supervisory Board issued an updated declaration of compliance pursuant to Section 161 of the German Joint Stock Corporations Law on November 30, 2005, and made this available permanently to shareholders on the Company Web site.

Acceptance of the Annual Accounts and Approval of the Consolidated Accounts.
The Annual General Meeting of shareholders on January 25, 2005 appointed KPMG Deutsche Treuhandgesellschaft AG, Bielefeld, as auditors of the accounts. The annual accounts for the fiscal year from October 1, 2004 to September 30, 2005 prepared by the Board of Directors under German statutory accounting regulations (German GAAP) pursuant to the German Commercial Code and the Management Report of Wincor Nixdorf AG have been audited by KPMG and given an unqualified mark of attestation. The Wincor Nixdorf AG consolidated accounts for the same year have been prepared under IFRS and, accordingly, the Company has been released under Section 292 of the German Commercial Code from its obligation to draw up consolidated accounts under German GAAP.

The auditor has given the annual German GAAP accounts and the consolidated IFRS accounts an unqualified mark of attestation.

The audit reports by KPMG Deutsche Treuhand-Gesellschaft AG Wirtschaftsprüfungsgesellschaft for the annual and consolidated accounts were sent in a timely fashion to all Supervisory Board members together with the annual German GAAP accounts and the consolidated IFRS accounts.

The Audit Committee commenced by dealing with the accounts in detail on November 30, 2005, with the auditors in attendance. This was immediately followed by a comprehensive discussion of the accounts by the Supervisory Board. The auditor was present at the meetings of both bodies at which he reported on his audit activities and was available to provide detailed complementary information.

Following detailed examination of the annual accounts, the consolidated accounts, the management report and the consolidated management report, we concurred with the results of the auditor’s audit and approved the annual accounts and the consolidated accounts at our meeting on November 30, 2005 in accordance with the Audit Committee’s recommendation dated the same day. As such, the annual accounts have been accepted. We agreed with the proposal made by the Board of Directors regarding the application of the final annual net profit after dividends.

The Supervisory Board also determined the resolution proposals regarding the agenda for the Company’s Annual General Meeting of shareholders to be held on February 21, 2006 and approved this Supervisory Board report.

Composition of the Supervisory Board.
In accordance with Section 7 of the Company’s articles of association, the Supervisory Board consists of six shareholder representatives and six employee representatives. No conflicts of interest occurred within the Supervisory Board during the period under review. The terms of office of the employee representatives are due to terminate at the end of the Annual General Meeting of shareholders (AGM) on February 21, 2006. The congress of delegates to elect the employee representatives will choose six new employee representatives in December 2005 to join the Supervisory Board. Accordingly, their terms of office will commence immediately following the end of the AGM on February 21, 2006. The terms of office of Hero Brahms, Walter Gunz and Professor Walter Kröll shall continue until the AGM resolving a motion on the approval of their actions in respect of the fiscal year 2007/2008, whereas the terms of office of Johannes P. Huth, Dr. Alexander Dibelius and Edward Gilhuly shall terminate immediately after the end of the AGM on February 21, 2006. The Supervisory Board is proposing Johannes P. Huth, Edward Gilhuly and Dr. Alexander Dibelius for re-election of the AGM.

The Supervisory Board wishes to express its thanks to the Board of Directors and all employees and employee representatives for their successful efforts during the year.

The Supervisory Board

Johannes P. Huth
Chairman
Paderborn, November 30, 2005