Wincor Nixdorf Aktiengesellschaft

Transcription

1 Wincor Nixdorf Aktiengesellschaft Paderborn Security identification number: A0CAYB ISIN: DE000A0CAYB2 Invitation to the Annual General Meeting Shareholders of our Company are hereby invited to the Annual General Meeting on Monday, January 21, 2013 at 11:00 hours CET in the Hansesaal, Schützenhof Paderborn, Schützenplatz 1, Paderborn I. Agenda 1. Submission of the adopted annual financial statements of Wincor Nixdorf Aktiengesellschaft and the approved group financial statements as of September 30, 2012, the management report and the group management report (including the report of the Board of Directors on the disclosures pursuant to Section 289 (4) and Section 315 (4) German Commercial Code (HGB) for the fiscal year 2011/2012) as well as the Supervisory Board report for the fiscal year 2011/2012. Explanation of Item 1 pursuant to Section 124a Sentence 1 Number 2 German Stock Corporation Act (AktG) A resolution will not be passed regarding this item. Section 175 German Stock Corporation Act (AktG) provides for the Annual General Meeting to receive the adopted annual financial statement, the management report, an individual statement approved by the Supervisory Board as well as the group annual financial statements and the group management report approved by the Supervisory Board for the mother company. The annual financial statement and the group annual financial statements of Wincor Nixdorf Aktiengesellschaft, respectively for the fiscal year 2011/2012 were approved by the Supervisory Board; the annual financial statement of Wincor Nixdorf Aktiengesellschaft for the fiscal year 2011/2012 is thus adopted. As there was no special case pursuant to Section 173 German Stock Corporation Act (AktG) whereby through the corresponding resolution of the Board of Directors and the Supervisory Board the adoption of the annual financial statements was left to the Annual General Meeting, the Annual General Meeting does not require a resolution in terms of the abovementioned documents. A resolution by the Annual General Meeting is also not legally intended in terms of the Supervisory Board report. The written report of the Supervisory Board pursuant to Section 171 (2) German Stock Corporation Act (AktG) is meant to inform the shareholders and the public of Page 1

2 Page 2 Convenience translation the results of its inspection of the financial statement documents and is also an accounting report of the Supervisory Board regarding its own activities. The above-mentioned documents and the proposal by the Board of Directors on the allocation of profits are available for inspection at the business premises of Wincor Nixdorf Aktiengesellschaft, Heinz-Nixdorf-Ring 1, Paderborn, Germany, and can be seen and downloaded on the internet at under the rubric Investor Relations, Annual General Meeting. Upon request, every shareholder will receive a copy of the documents without undue delay and free of charge. 2. Resolution on appropriation of net profit The Board of Directors and the Supervisory Board make the following proposal for appropriation of the net profit of Wincor Nixdorf Aktiengesellschaft for the fiscal year 2011/2012 in the amount of 190,005,826.90: Payment of a dividend of 1.05 for each no-par share entitled to a dividend with respect to 29,776,490 shares entitled to a dividend 31,265, Net profit brought forward 158,740, Should the number of shares entitled to a dividend change before the Annual General Meeting, the Annual General Meeting will be presented with an adjusted resolution which will included an unchanged dividend of 1.05 for each share entitled to a dividend. The dividend shall be presumptively paid out on January 22, Resolution on discharge from responsibility of the members of the Board of Directors for the fiscal year 2011/2012 The Board of Directors and the Supervisory Board propose that the members of the Board of Directors be discharged from responsibility for the fiscal year 2011/ Resolution on discharge from responsibility of the members of the Supervisory Board for the fiscal year 2011/2012 The Board of Directors and the Supervisory Board propose that the members of the Supervisory Board be discharged from responsibility for the fiscal year 2011/ Election of the auditor and the group auditor for the fiscal year 2012/2013 The Supervisory Board proposes the appointment of KPMG AG Wirtschaftsprüfungsgesellschaft, Bielefeld as auditor and group auditor of Wincor Nixdorf Aktiengesellschaft for the fiscal year 2012/ Election of shareholder representatives to the Supervisory Board Pursuant to Section 7 (1) of the Articles of Association in conjunction with Section 96 (1) German Stock Corporation Act (AktG) and Section 7 (1) Sentence 1 Number 3 German Codetermination Act (MitbestG) of May 4, 1976, the Supervisory Board of the Company consists of twelve members of which six members must be elected from the shareholders pursuant to

3 Sections 96 (1), 101 (1) German Stock Corporation Act (AktG). The Annual General Meeting is not bound by the election suggestions during the election of the shareholder representatives. The term of office of the shareholder representative Karl-Heinz Stiller of the Supervisory Board ends with the close of the Annual General Meeting on January 21, That being said and upon the proposal of its nomination committee, the Supervisory Board proposes a resolution for the following proposal for election of a shareholder representative to the Supervisory Board: The Supervisory Board suggests the election of Ms Zvezdana Seeger Chief Transformation Officer, DHL Global Management Berlin as shareholder representative on the Supervisory Board for the term until the end of the Annual General Meeting which includes the discharge from responsibility for the fourth fiscal year after the beginning of the new term, whereby the fiscal year in which the term begins in not counted. Ms Seeger has no personal or business relations to companies, bodies of the company or another shareholder significantly involved with the company. Information pursuant to Section 125 (1) Sentence 5 German Stock Corporation Act (AktG) regarding the current membership of Ms Seeger in other legally required supervisory boards and membership in comparable domestic and foreign controlling bodies in commercial enterprises: Ms Seeger has none of the memberships stated above. In the event of her election, Ms Seeger will not run for Chair of the Supervisory Board. The candidate for the Chair of the Supervisory Board has not yet been determined. 7. Authorization to issue participatory certificates with warrants and/or convertible participatory certificates and/or convertible bonds and/or bonds with warrants and/or income bonds (or combinations of these instruments) and to exclude the subscription right, together with creation of Conditional Capital and amendment of Section 4 (8) of the Articles of Association Item 10 resolved by the General Annual Meeting on January 28, 2008 authorizing the Board of Directors of the Company to issue participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds and/or income bonds (or combinations of these instruments) and to create Conditional Capital II pursuant to Section 4 (8) of the Articles of Association expires on January 27, It shall be replaced by new authorizations. With the suspension of the existing authorization, a new authorization with the same scope as before shall be granted for an additional five years. The Board of Directors and Supervisory Board propose that the following resolution be adopted: Page 3

4 Page 4 Convenience translation a) Authorization to issue participatory certificates with warrants and/or convertible participatory certificates and/or convertible bonds and/or bonds with warrants and/or income bonds With suspension of the existing authorization, the Board of Directors is authorized, with the consent of the Supervisory Board, once or several times up to January 20, to issue bearer participatory certificates (i) to which bearer participatory certificates with warrants are attached or (ii) that are attached to a conversion right for the holder for a maximum term of 20 years as of their issue, and to grant option rights to the holders of participatory certificates with warrants and conversion rights to the holders of convertible participatory certificates to bearer shares in the Company as detailed by the conditions of the participatory certificates with warrants or convertible participatory certificates and instead of or in addition - to issue bearer bonds with warrants and/or bearer convertible bonds and/or bearer income bonds (hereinafter referred to jointly as bonds with warrants and/or convertible bonds ) with a maximum term of 20 years and to grant option rights to the holders of bonds with warrants and conversion rights to the holders of convertible bonds to bearer shares in the Company as detailed by the conditions of the bonds with warrants or convertible bonds. The aggregate principle amount of the participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds top be issued under this authorization shall not exceed 500,000, Option rights or conversion rights shall only be issued for Company shares that account for a maximum total of 10,000, of the share capital. The participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds can also be issued in the legal currency of an OECD country limited to the corresponding value in euros, calculated based on the euro reference rate of the European Central Bank on the day of the resolution regarding the issuance in addition to in euros. They can also be issued by a dependent group company of the Company within the meaning of Section 17 German Stock Corporation Act (AktG); in this case, the Board of Directors is authorized, with the consent of the Supervisory Board, to give a guarantee for participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds on behalf of the Company and to grant option rights or conversion rights to bearer shares in the Company to holders of participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds. The bonds with warrants and/or convertible bonds can also be issued in exchange for contributions in kind or the granting of rights. The participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds shall be offered for subscription to the shareholders. They can also be assumed by a bank or a consortium of banks, linked to the obligation to offer them for subscription to the shareholders. Companies operating in accordance with Section 53 (1) Sentence 1 or Section 53b (1) Sentence 1 or (7) of the German Banking Law (KWG) are equivalent to banks. If participatory certifi-

5 Page 5 Convenience translation cates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds are issued by dependent group companies of the Company within the meaning of Section 17 German Stock Corporation Act (AktG), the Company shall ensure that shareholders of the Company are granted the statutory subscription right in accordance with the above sentences. The Board of Directors is authorized to exclude the subscription right of shareholders, with the consent of the Supervisory Board, - to utilize fractions; - insofar as this is necessary so that holders of previously issued option or conversion rights can be granted a subscription right to new participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds to the extent to which they would be entitled after exercising the option or conversion rights as shareholders; - insofar as the issue takes place in exchange for cash payment, which, due to the shares of the Company exchanged or whose option rights are issued do not exceed a total of 10 percent of the share capital of the Company, neither at the time of the entering into force of this authorization nor at the time of its issuing and the issue price of the participatory certificates with warrants and/or convertible participatory certificates and/or convertible bonds and/or bonds with warrants and/or income bonds is not significantly below the theoretical market value of the participatory certificates and/or bonds determine according to recognized financial mathematical methods; all shares are to be applied to the 10 percent limit previously mentioned that are to be issued or sold on the basis of other pending or authorization resolved by the Annual General Meeting to issue or sell shares of the Company under the exclusion of the subscription right or in corresponding application of Section 186 (3) Sentence 4 German Stock Corporation Act (AktG); - if and insofar as the participatory certificates with warrants and/or convertible participatory certificates and/or convertible bonds and/or bonds with warrants are issued in exchange for contributions in kind to acquire companies, parts of companies or equity interests (including an increase in the stake) or for carrying out a merger. The above authorizations to decide on exclusion of the subscription right of shareholders shall be granted independently of each other. Conversion and/or option rights to shares up to a total of 20 percent of the share capital only shall be granted on the participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds issued on the basis of one of the above authorizations with exclusion of the subscription right of shareholders; in calculating the above maximum amount, allowance shall be made for all shares that are issued on the basis of other existing authorizations or authorizations adopted by this Annual General Meeting to issue shares in the Company with the exclusion of the subscription right pursuant to or in application mutatis mutandis of Section 186 (3) German Stock Corporation Act (AktG). Moreover, the above authorizations to decide on excluding the subscription right of shareholders shall not affect the authorization to issue the participatory certificates

6 Page 6 Convenience translation with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds with granting of a subscription right to shareholders or to a bank or a consortium of banks, linked to the obligation to offer them for subscription to shareholders. If participatory certificates with warrants and/or bonds with warrants are issued, each participatory certificate or each bond shall have attached one or more warrants that authorize the holder to subscribe to bearer shares in the Company as detailed by the option conditions to be defined by the Board of Directors. For participatory certificates with warrants and/or bonds with warrants denominated in euros and issued by the Company or by dependent group companies of the Company within the meaning of Section 17 German Stock Corporation Act (AktG), the option conditions can stipulate that the option price may also be settled by the transfer of participatory certificates or bonds and, if applicable, an additional cash payment. In this case, the pro-rate amount of the share capital for shares to be subscribed to for each participatory certificate or bond shall not exceed the principal amount of the participatory certificate with warrants or bond with warrants. The price at which the shares are acquired shall correspond to at least 90 percent of the arithmetical mean of the closing prices of shares in the Company in XETRA trading (or a system replacing XETRA) on the last five days of stock market trading before the resolution by the Board of Directors on defining the option price. If there are fractions of new shares, it is possible to stipulate that these fractions can be added up in accordance with the option conditions, if applicable with an additional cash payment, so that full shares can be acquired. If convertible participatory certificates and/or convertible bonds are issued, the holders shall obtain the non-retractable right to convert the participatory certificates or bonds into bearer shares in the Company in accordance with the conversion conditions to be defined by the Board of Directors. The conversion ratio shall be derived by dividing the principal amount or the issue amount below the principal amount of a participatory certificate or bond by the set conversion price for a share in the Company and can be rounded up or down to a full number; in addition, an additional cash payment and pooling of or compensation for fractions that cannot be converted can be defined. The conversion price shall correspond to at least 90 percent of the arithmetical mean of the closing prices of shares in the Company in XETRA trading (or a system replacing XETRA) on the last five days of stock market trading before the resolution by the Board of Directors on defining the conversion price. Notwithstanding Section 9 (1) German Stock Corporation Act (AktG), the option or conversion price can be reduced pursuant to a dilution protection clause as detailed in the conditions for the participatory certificates with warrants and/or convertible participatory certificates or the conditions for the convertible bonds or bonds with warrants if, during the option of conversion period, the Company increases the share capital and grants an exclusive subscription right to its shareholders or by means of a capital increase from company funds or issues further participatory certificates with warrants or convertible participatory certificates or bonds with warrants or convertible bonds or grants or guarantees option or conversion rights or obligations and the holders of existing option or conversion rights or obligations are not granted thereto any subscription right as they would be entitled to after exercising the option or conversion right or fulfilling the option or conversion obligation. Reduction of the option or conversion price can also be effected by a cash payment when the option or conversion right is exercised or when the option or conversion obligation is fulfilled or by reducing the addi-

7 Page 7 Convenience translation tional payment. The conditions of the option rights or obligations or participatory certificates with warrants or convertible participatory certificates or bonds with warrants or convertible bonds can also stipulate adjustment of the option or conversion rights or option or conversion obligations in the event of a capital reduction, restructuring, extremely high dividends, a third party gaining control of the Company or comparable measures. In all these cases, the adjustment shall be made in conformity to Section 216 (3) German Stock Corporation Act (AktG) so that the economic value of the conversion or option rights or obligations following the adjustment essentially corresponds to the economic value of the conversion or option rights or obligations directly before the measures that initiated the adjustment. If a third party gains control of the Company, adjustment of the option or conversion price in line with market practice can be provided for. The bond or option conditions can stipulate that the Company has the right not to grant new shares when the conversion or option right is exercised or the conversion or option obligation is fulfilled, but to pay a cash amount for the number of shares that would otherwise have to be provided that corresponds to the mean closing price of shares in the Company, not weighted by volume, in XETRA trading on the Frankfurt Stock Exchange or a system replacing XETRA over the last ten days of stock market trading before notice of exercise of the conversion or option right or fulfillment of the conversion or option obligation is given. The conditions for participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds can also stipulate that the participatory certificates with warrants and/or convertible participatory certificates or bonds with warrants or convertible bonds can, at the discretion of the Company, be converted to existing shares instead of new shares of the Company from Conditional Capital or that the option right or option obligation can be fulfilled by providing such shares. The conditions for participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds may also provide for a conversion or option obligation at the end of the term or at another time or give the Company the right, upon final maturity of the participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds, the grant the participatory certificate and/or bond creditors shares in the Company in full or in part instead of payment of the due cash amount. In the latter case, the option or conversion price can correspond to the mean price of the Company s shares, not weighted by volume, in the closing auction in electronic trading on the Frankfurt Stock Exchange over the last five days of stock market trading before the final maturity date, as detailed by the conditions for participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds. Section 9 (1) in conjunction with Section 199 (2) German Stock Corporation Act (AktG) shall be observed. The interest on the participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds may be variable. In addition, it can be dependent on key profit ratios of the Company and/or the group (including the net income or the dividend for Company shares set by the resolution on appropriation of the net income). In this case, the participatory certificates and/or bonds must not be assigned a conversion and/or option right. Moreover, a subsequent payment for benefits/payments not provided in previous years can be specified.

8 The Board of Directors is authorized, with the consent of the Supervisory Board, to define the further details of the issue and rights of the participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds, in particular the rate of interest, issue price, term and denomination, the option or conversion period and the option and conversion price or in agreement with the boards of the associated company of the Company that issues the participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds. b) Conditional Capital The share capital is conditionally increased by up to 10,000, divided into up to 10,000,000 bearer shares. The Conditional Capital increase is to be used to grant option rights or option obligations, in accordance with the option conditions, to the holders of warrants from participatory certificates with warrants and/or bonds with warrants or to grant conversion rights or conversion obligations, in accordance with the conversion conditions, to the holders of convertible participatory certificates and/or convertible bonds that are issued by the Company or a dependent group company of the Company within the meaning of Section 17 German Stock Corporation Act (AktG) by January 20, 2018, pursuant to the authorization adopted by the Annual General Meeting on January 21, 2013 under item 7, letter a). The new shares shall be issued at the option or conversion price to be defined in accordance with the above authorization adopted. The increase in Conditional Capital shall be carried out only if the participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds are issued and only insofar as the holders of the participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds make use of their option or conversion rights or holders of participatory certificates or bonds who are obliged to convert them or exercise their option fulfill their obligation to convert them or exercise their option and the Conditional Capital is required in accordance with the conditions of the participatory certificates with warrants or convertible participatory certificates or bonds with warrants or convertible bonds. The new shares issued pursuant to exercise of the option or conversion right shall carry dividend rights from the beginning of the fiscal year in which they are issued. If they are issued before the Ordinary Annual General Meeting, the new shares shall be entitled to dividends for the previous fiscal year as well. The Board of Directors is authorized, with the consent of the Supervisory Board, to define the further details of the Conditional Capital increase. The Supervisory Board is authorized to amend the wording of the Articles of Association in accordance with the respective issue of shares and make all connected adaptations to the Articles of Association that only relate to the wording. The same shall apply if the authorization to issue participatory certificates with warrants or convertible participatory certificates or bonds with warrants or convertible bonds is not used after expiry of Page 8

9 the period of authorization and if the Conditional Capital is not used after expiry of the periods for exercising option or conversion rights. c) Amendment of the Articles of Association Section 4 (8) will read as follows. "The share capital is conditionally increased by up to 10,000, )in words: ten million euros), divided into up to 10,000,000 bearer shares (Conditional Capital II). The Conditional Capital increase is to be used to grant option rights or option obligations, in accordance with the option conditions, to the holders of warrants from participatory certificates with warrants and/or bonds with warrants or to grant conversion rights or conversion obligations, in accordance with the conversion conditions, to the holders of convertible participatory certificates and/or convertible bonds that are issued by the Company or a dependent group company of the Company within the meaning of Section 17 German Stock Corporation Act (AktG) by January 20, 2018, pursuant to the authorization adopted by the Annual General Meeting on January 21, 2013 under item 7, letter a). The new shares shall be issued at the option or conversion price to be defined in accordance with the above authorization adopted. The Conditional Capital increase shall be carried out only in the event of the issuing of option or conversion rights or participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds insofar as the holders of warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds make use of their option or conversion rights or, if they are have conversion/option obligations fulfill their conversion/option obligation or the bonds with warrants or convertible bonds are required. The new shares issued pursuant to exercise of the option or conversion right shall carry dividend rights from the beginning of the fiscal year in which they are issued. If they are issued before the Ordinary Annual General Meeting, the new shares shall be entitled to dividends for the previous fiscal year as well. The Board of Directors is authorized, with the consent of the Supervisory Board, to define the further details of the Conditional Capital increase. The Supervisory Board is further authorized to amend the wording of Section 4 (8) of the Articles of Association in accordance with the respective issue of shares and make all connected adaptations to the Articles of Association that only relate to the wording. The same shall apply if the authorization to issue participatory certificates with warrants or convertible participatory certificates or bonds with warrants or convertible bonds is not used after expiry of the period of authorization and if the Conditional Capital is not used after expiry of the periods for exercising option or conversion rights." II. Report of the Board of Directors in accordance with item 7 on the agenda of the Annual General Meeting on January 21, 2013 on the issue of participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds and/or income bonds in accordance with Section 221 (4) in conjunction with Section 186 (4) Sentence 2 German Stock Corporation Act (AktG) The proposed authorization to issue participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds (including income bonds or combinations of these instruments) to an aggregate principal amount of up to 500,000, and to create associated Conditional Capital of up to Page 9

10 Page 10 Convenience translation 10,000, has been intended since the 2008 Annual General Meeting to widen the ways by which the Company can finance its activities so that the Board of Directors, with the consent of the Supervisory Board, is provided with means of flexible and timely financing in the interests of the Company, especially when conditions on the capital market are favorable. In particular the authorization to issue profit-related or profit-oriented instruments (income bonds) extends the Company s existing possibilities pursuant to the authorization to date of strengthening its financial resources by issuing hybrid financing instruments. In addition, the Company is growing, in particular abroad, and will therefore try to gear itself to international standards if and when it requires funding so as to address groups of external financial backers that are as broad and stable as possible. Consequently, creation of an authorization to issue participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds and/or income bonds (or combinations of these instruments) is proposed to the Annual General Meeting for an additional five years. In total, participatory certificates and/or bonds up to a total aggregate amount of 500,000, that authorize holders to subscribe to up to 10,000,000 bearer shares in the company can be issued. Reference is made to the resolution proposed by the Board of Directors and Supervisory Board, printed as item 7on the agenda, for details of the authorization. In principle, shareholders are entitled to the statutory subscription right to the participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds (Section 221 (4) in conjunction with Section 186 (1) German Stock Corporation Act (AktG)). So as to simplify handling, it is possible in accordance with the customary practice in corporate financing to make use of the possibility of issuing the participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds to a bank or a consortium of banks, linking this to the obligation for them to offer the participatory certificates or bonds to shareholders in accordance with their subscription right (indirect subscription right within the meaning of Section 186 (5) German Stock Corporation Act (AktG)). Exclusion of the subscription right for fractions enables presentation of a practical subscription ratio in relation to the aggregate amount of the respectively issued participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds. If the subscription right for fractions were not excluded, this would make technical implementation of the issue and exercise of the subscription right far more difficult, especially if participatory certificates or bonds were to be issued in round amounts. Exclusion of the subscription right in favor of holders of already issued participatory certificates with warrants and/or convertible participatory certificates and/or convertible bonds and/or bonds with warrants has the advantage that the conversion or option price for the already issued conversion or option rights does not need to be reduced, thus permitting more funds to be raised as a whole. Both cases of exclusion of the subscription right are therefore in the interests of the Company and its shareholders. The Board of Directors will continue to be authorized as before, with the consent of the Supervisory Board, to exclude the subscription right of shareholders completely if the participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds are issued at a price that is not significantly below the market value of the participatory certificates or bonds. This gives the Company the ability to exploit favorable market situations quickly and at very short notice and, thanks to marketoriented specification of the terms, achieve better conditions in defining the rate of interest, option or conversion price and issue price of the participatory certificates with warrants

11 and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds. Market-oriented setting of terms and smooth placement would only be possible to a limited extent if the subscription right were safeguarded. Section 186 (2) German Stock Corporation Act (AktG) does not permit publication of the subscription price (and so the conditions for participatory certificates with warrants and/or convertible participatory certificates and/or convertible bonds and/or bonds with warrants) until the third-last day of the subscription period. However, given the increased stock market volatility, there is then a market risk over several days, meaning that security margins have to be granted in setting the terms for participatory certificates and bonds and resulting in terms that are not market-oriented. A subscription right also means uncertainty as to whether it will be exercised, jeopardizing successful placement with third parties and entailing additional costs. Finally, if a subscription right is granted, there is no possibility of responding to favorable market circumstances at short notice due to the length of the subscription period. The provision of Section 186 (3) Sentence 4 German Stock Corporation Act (AktG) applies analogously in accordance with Section 221 (4) Sentence 2 German Stock Corporation Act (AktG) to exclusion of the subscription right in this case. Under the proposed resolution, exclusion of the subscription right is possible only insofar as the limit of 10 % of the share capital is observed, with allowance being made for the shares that are issued on the basis of other existing authorizations or authorizations adopted by this Annual General Meeting to issue shares in the Company with the exclusion of the subscription right pursuant to or in application mutatis mutandis of Section 186 (3) Sentence 4 German Stock Corporation Act (AktG). The amount of Conditional Capital of 10,000, corresponds to around 30.0 % of the Company s current share capital. Section 186 (3) Sentence 4 German Stock Corporation Act (AktG) further stipulates that the issue price must not be significantly below the stock market price. This is intended to ensure that any significant economic dilution of the shares value does not occur. It is possible to determine whether such a dilution effect occurs when participatory certificates with warrants or convertible participatory certificates or bonds with warrants or convertible bonds are issued without subscription rights by calculating the hypothetical stock market price of the participatory certificates with warrants or convertible participatory certificates or bonds with warrants or convertible bonds on the basis of acknowledged mathematical methods used in finance and comparing this with the issue price. If the issue price is not significantly below the hypothetical stock market price at the time the participatory certificates with warrants or convertible participatory certificates or convertible bonds or bonds with warrants are issued, exclusion of the subscription right is permissible in accordance with the intention and purpose of Section 186 (3) Sentence 4 German Stock Corporation Act (AktG (due to the fact that the markdown is merely insignificant. As a result, the imputed market value of a subscription right would fall to almost zero, with the result that shareholders cannot incur any significant economic disadvantages as a result of exclusion of the subscription right. Where the Board of Directors considers it reasonable to seek expert advice in a specific situation, it can enlist the assistance of third parties. For example, any underwriting banks accompanying the issue can pledge to the Board of Directors in suitable form that any significant dilution of the shares value is not be expected. This can also be confirmed by an independent bank or an expert. Irrespective of this examination by the Board of Directors, terms can be set to reflect market conditions and so any significant dilution avoided if a bookbuilding method is applied. In this, the participatory certificates with warrants or convertible participatory certificates or bonds with warrants or convertible bonds are not offered at a fixed issue price; instead, the issue price or individual conditions of the participatory certificates with warrants or convertible participatory certificates or bonds with warrants or convertible bonds (e.g. rate of interest and conversion or option price) are set on the basis of the Page 11

12 applications from investors to buy them. All this ensures that any significant dilution of the shares value does not occur as a result of exclusion of the subscription right. In addition, shareholders can maintain their stake in the Company s share capital, even after conversion or options rights have been exercised, by buying additional shares on the stock market at any time. The Company is also to be given the possibility of offering participatory certificates with warrants or convertible participatory certificates and/or bonds with warrants or convertible bonds as part of mergers or in the acquisition of companies, parts of companies or equity interests (including an increase of existing stakes) as a consideration instead of cash. The authorization aims to give the Company the necessary freedom of action to exploit opportunities to acquire other companies, equity interests or parts of companies and carry out mergers quickly and flexibly in response to international competition. The proposed exclusion of the subscription right reflects this. In setting the option or conversion conditions, the Board of Directors will ensure that the interests of shareholders are adequately safeguarded. It will normally be guided by the price of the Company s shares on the stock market and will comply with the stipulations of the authorization relating to definition of the issue amount for the participatory certificates with warrants or convertible participatory certificates or bonds with warrants or convertible bonds. However, no schematic linkage to a stock market price is envisaged, in particular to ensure that results from negotiations are not compromised by fluctuations in the stock market price. The participatory certificates with warrants and/or convertible participatory certificates and/or bonds with warrants and/or convertible bonds issued on the basis of one of the authorizations explained above with exclusion of the subscription right of shareholders shall only grant conversion and/or option rights to shares up to a total of 20 percent of the share capital; in calculating the above maximum amount, allowance shall be made for all shares that are issued on the basis of other existing authorizations or authorizations adopted by this Annual General Meeting to issue shares in the Company with the exclusion of the subscription right pursuant to or in application mutatis mutandis of Section 186 (3) German Stock Corporation Act (AktG). The authorization to exclude the subscription right in accordance with Section 40 (5 and 6) of the Company s Articles of Association (authorized capital I and II 2009) is therefore included in the 20 percent limit as well as the subscription right exclusion in the event of the sale of own shares held by the Company. III. Total number of shares and voting rights at the time the Annual General Meeting is convened The Company s share capital of 33,084, is divided into 33,084,988 no-par value shares at the time the Annual General Meeting is convened. Each no-par value share entitles the holder to one vote so that the total number of shares and voting rights amount to 33,084,988 at the time the Annual General Meeting is convened. At the time the Annual General Meeting is convened on December 7, 2012, the Company holds 3,308,498 no-par value own shares with no rights. IV. Participation in the Annual General Meeting Only those shareholders are entitled to attend the Annual General Meeting and to exercise their voting rights who have registered with the Company by no later than the close of January 14, 2013 (24:00 hours CET) at the following address: Page 12

13 Wincor Nixdorf Aktiengesellschaft c/o DZ Bank AG represented by the dwpbank WASHV Landsberger Str Munich Fax: +49 (0) 69/ Registration must be issued in text form (Section 126b of the German Civil Code (BGB)) in German or in English. Shareholders must provide proof of their entitlement to attend the Annual General Meeting and to exercise voting rights by means of a special certificate of share ownership in German or English, issued in text form ( 126b German Civil Code (BGB)) by their depository. The certificate of share ownership must relate to the beginning (0:00 hours CET) of the 21st day before the Annual General Meeting, i.e. December 31, 2012, 0:00 hours CET (record date) and must reach the Company by no later than the close (24:00 hours CET) of January 14, 2013 under the address given above. In relation to the Company, only those persons who have provided proof are entitled to attend the Annual General Meeting and to exercise their voting rights as shareholders; in particular, disposals or other transfers of shares after the record date have no effect in any way on the previous shareholder s legal right to attend the Annual General Meeting and to exercise voting rights. This also applies to the purchase of shares after the record date. Persons who do not yet hold shares at the record date and only become shareholders after the record date are not entitled to attend the Annual General Meeting or to exercise voting rights. The record date has no effect on dividend rights. V. Voting by proxies Shareholders who do not attend the Annual General Meeting in person may have their voting rights exercised by proxies, e.g. by a shareholders' association, a bank or another third party. In this respect, as a special service to our shareholders, we offer to authorize Companynominated proxies who are bound to instructions before the Annual General Meeting to represent them in the voting. The timely registration and verification of the ownership of shares is also required in the event of voting by proxy. If neither a bank nor a shareholders' association or a person or institution of equal status pursuant to Section 135 (8) German Stock Corporation Act (AktG) or pursuant to Section 135 (10) German Stock Corporation Act (AktG) in conjunction with Section 125 (5) German Stock Corporation Act (AktG) is authorized, the authorization must be issued in text form (Section 126b German Civil Code (BGB)) pursuant to Section 134 (3) sentence 3 German Stock Corporation Act (AktG). The revocation of a proxy as well as the proof of authorization vis-à-vis the Company also require text form (Section 126b German Civil Code (BGB)) pursuant to Section 134 (3) sentence 3 German Stock Corporation Act (AktG). Shareholders who wish to authorize a proxy are requested to do so by means of the proxy form which can be obtained from the Company. Together with the entrance card shareholders will receive a proxy form and additional information with respect to the authorization. The proxy form will also be sent to shareholders at any time upon written request and is also available on the Internet at under the rubric Investor Relations, Annual General Meeting. Page 13

14 The authorization and its revocation can either be declared in text form (Section 126b German Civil Code (BGB)) to the company exclusively at Wincor Nixdorf Aktiengesellschaft Investor Relations Paderborn Fax: (05251) or in text form (Section 126b German Civil Code (BGB)) to the proxy. If the authorization is issued to the proxy, it requires verification of the authorization to the Company in text form (Section 126b German Civil Code (BGB)). This can be sent to the Company at the address above as well as submitted under the Internet address under the rubric Investor Relations, Annual General Meeting. In addition, the verification can also be provided in text form (Section 126b German Civil Code (BGB)) on the day of the Annual General Meeting at the entrance. To the extent that authorizations are to be issued to a bank, a shareholders' association or a person or institution of equal status in accordance with Section 135 (8) German Stock Corporation Act (AktG) or Section 135 (10) German Stock Corporation Act (AktG) in conjunction with Section 125 (5) German Stock Corporation Act (AktG), the Articles of Association do not provide for a special regulation. However, we would like to draw your attention to the fact that the institutions or persons to be authorized might request a special form of authorization because in accordance with Section 135 German Stock Corporation Act (AktG) they must record the authorization in a verifiable form. Thus, in case you intend to issue an authorization to a bank, a shareholders' association or a person or institution of equal status pursuant to Section 135 (8) German Stock Corporation Act (AktG) or Section 135 (10) German Stock Corporation Act (AktG) in conjunction with Section 125 (5) German Stock Corporation Act (AktG), please coordinate the potential form of the proxy with the person to be authorized in due time in advance. In this case, special verification of the authorization to the Company is not required. If proxies nominated by the Company are to be authorized, the shareholder must always issue instructions how the voting right is to be exercised. The authorization shall be invalid as a whole if such directives are not issued. Proxies are obligated to vote as instructed. Please note that proxies are not entitled to accept requests for the floor, to ask questions or to accept motions and are not entitled either to support procedural and unannounced motions by shareholders. Authorizations with the directives issued to the proxy of the Company, must be received by the Company by January 18, 2013, 18:00 hours CET, at the latest, otherwise they cannot be taken into account. They are to be sent to the following address: By post: Wincor Nixdorf Aktiengesellschaft Investor Relations Paderborn By fax: (05251) or Electronically: investor-relations@wincor-nixdorf.com Page 14

15 Authorizations and directives to proxies can also be granted or revoked via the electronic authorization and directive system at under the rubric Investor Relations, Annual General Meeting. Authorizations and directives submitted via this method must also be received, at the latest, January 18, 2013, 18:00 hours CET or they cannot be taken into account. Should a shareholder authorize more than one person, the Company may refuse to accept one or more of them. More information regarding registration and voting by proxy is available on the Internet at under the rubric Investor Relations, Annual General Meeting. VI. Shareholders rights pursuant to Sections 122 (2), 126 (1), 127 and 131 (1) of the German Stock Corporation Act (AktG) According to Section 122 (2) German Stock Corporation Act (AktG), shareholders with an aggregate shareholding of at least 5% of the share capital or the proportionate amount of 500,000 may request that items be put on the agenda and announced. A statement of reasons or a draft resolution must be attached to each new item. Every shareholder must provide a certificate of share ownership evidencing that he/she has owned the shares for at least three months prior to the day of the Annual General Meeting, i.e. at least as of October 21, 2012, 0:00 hours CET. This request must be received by the Company in writing (Section 126 German Civil Code (BGB)) or by fax upon provision of the certificate of share ownership at the address specified below, at least 30 days prior to the Annual General Meeting, i.e. by December 21, 2012, 24:00 hours CET at the latest. Wincor Nixdorf Aktiengesellschaft Der Vorstand c/o PR im Turm HV-Service Aktiengesellschaft Wasserturm Wallstadt Römerstraße Mannheim Countermotions and election suggestions pursuant to Sections 126 (1), 127 German Stock Corporation Act (AktG) are to be addressed exclusively to: By post: Wincor Nixdorf Aktiengesellschaft c/o PR im Turm HV-Service Aktiengesellschaft Wasserturm Wallstadt Römerstraße Mannheim or By fax: (0621) or By wincor-hv@pr-im-turm.de Provided that all other conditions for an announcement obligation according to Section 126 Page 15