Convenience translation - The German version is decisive. Wincor Nixdorf Aktiengesellschaft

Transcription

1 Convenience translation - The German version is decisive Wincor Nixdorf Aktiengesellschaft Paderborn Security identification number: A0CAYB ISIN: DE000A0CAYB2 Invitation to the Annual General Meeting Notice is hereby given to shareholders of our Company that the Annual General Meeting will be held on Monday, January 24, 2011, at 11:00 a.m. in the Hansesaal, Schützenhof Paderborn Schützenplatz Paderborn Germany I. Agenda 1. Submission of the adopted annual financial statements of Wincor Nixdorf Aktiengesellschaft and the approved group financial statements as of September 30, 2010, the management report and the group management report of the Company (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 2009/2010), as well as the Supervisory Board report for the fiscal year 2009/2010 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 AktG provides for the Annual General Meeting to receive the adopted annual financial statement, the management report 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 of Wincor Nixdorf Aktiengesellschaft and the group annual financial statements, both for the fiscal year 2009/2010, was approved by the Supervisory Board and thus adopted. As there was no special case pursuant to Section 173 AktG whereby the corresponding resolution of the Board of Directors and the Supervisory Board whereby the adoption of the annual financial statements were left to the Annual General Meeting, the Annual General Meeting does not require a resolution in terms of the above-mentioned documents. Page 1

2 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) AktG should inform the shareholders and the public of 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 appropriate 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 2009/2010 in the amount of 238,431,561.25: Payment of a dividend of 1.70 for each no-par value share entitled to a dividend with respect to 31,264,008 shares entitled to a dividend 53,148, Net profit brought forward 185,282, 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 include an unchanged dividend of 1.70 for each share entitled to a dividend. The dividend shall be presumptively paid out on January 25, Resolution on discharge from responsibility of the members of the Board of Directors for the fiscal year 2009/2010. 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 2009/ Resolution on discharge from responsibility of the members of the Supervisory Board for the fiscal year 2009/2010. The Board of Directors and the Supervisory Board propose that the members of the Supervisory Board be discharged from responsibility for the fiscal year 2009/ Election of the auditor and the group auditor for the fiscal year 2010/2011 The Supervisory Board proposes on recommendation of its audit committee the appointment of KPMG AG Wirtschaftsprüfungs-gesellschaft, Bielefeld as auditor and group auditor of Wincor Nixdorf Aktiengesellschaft for the fiscal year 2010/ 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), the Supervisory Board of the Company consists of twelve members of which six members must be elected from the shareholders pursuant to Sections 96 (1), 101 (1) AktG. The Annual General Meeting is not bound by the election suggestions during the election of the share holder representatives. Page 2

3 The terms of office of the shareholder representatives Dr. Alexander Dibelius and Dr. Harald Wiedmann of the Supervisory Board end with the close of the Annual General Meeting on January 24, That being said and upon the proposal of its nomination committee, the Supervisory Board proposes a resolution for the following proposals for election of shareholder representatives to the Supervisory Board: a) The Supervisory Board suggests the reelection of Dr. Alexander Dibelius, Managing Director at Goldman, Sachs & Co. ohg, Munich, 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 is not to be counted. Information pursuant to Section 125 (1) Sentence 3 AktG regarding the current membership of Dr. Dibelius in other legally required supervisory boards and membership in comparable domestic and foreign controlling bodies in commercial enterprises: KION Group GmbH, Wiesbaden KION Holding 1 GmbH, Wiesbaden Xella International Holdings S.à.r.l, Luxemburg. b) In addition, the Supervisory Board suggests the election of Mr. Hans-Ulrich Holdenried, Corporate Consultant, Grünwald, 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 is not to be counted. Information pursuant to Section 125 (1) Sentence 3 AktG regarding the current membership of Mr. Holdenried in other legally required supervisory boards and membership in comparable domestic and foreign controlling bodies in commercial enterprises: Infineon Technologies AG, Neubiberg Integrata AG, Stuttgart. It is intended that the Annual General Meeting vote on the elections to the Supervisory Board on an individual basis. 7. Resolution regarding the authorization to purchase and to use own shares according to Section 71 (1) Number 8 German Stock Corporation Act (AktG) and to exclude the subscription right The authorization of the Company to acquire own shares granted at the Annual General Meeting on January 25, 2010, will expire on July 26, It is to be replaced by a new authorization to acquire own shares. Page 3

4 Therefore, the Board of Directors and the Supervisory Board propose to pass the following resolution: a) The Company is authorized to purchase the Company s own shares, with the consent of the Supervisory Board, up to a total of 10 % of the current share capital at the time of the resolution or if this value is lower at the time of the exercising of this authorization in the period from January 25, 2011, up to and including January 24, In doing so, the shares acquired due to this authorization together with other shares of the Company which it has already acquired and still posseses or are assigned to it as per 71d, 71e of the German Stock Corporation Act (AktG) may not exceed 10 % of the respective share capital at any time. The authorization can be exercised for any legally permissible purpose; however, the Company may not trade in its own shares. The Company may purchase the shares on the stock exchange or by means of a public offering extended to all shareholders. The shares may also be acquired by the Company s dependent companies within the meaning of Section 17 German Stock Corporation Act (AktG) or companies in which the Company is the majority shareholder in the sense of 16, paragraph 1 of the German Stock Corporation Act (AktG) or, for its or their account, by third parties. b) In the event of acquisition via the stock exchange, the consideration paid by the Company for the acquisition of each share (without expenses incidental to the acquisition) shall not exceed or be below the share price by more than 10 %. The applicable share price within the meaning of the foregoing provision in case of acquisition on the stock exchange shall be the price determined on the day of the trade in the opening auction of a share of the Company of the same class with the same rights in XETRA trading (or a system replacing XETRA) on the Frankfurt Stock Exchange. c) In the event of acquisition via a public purchase offer, the Company may either publish a formal offer or require offers to be published publicly. In both cases, the Company shall determine the purchase price or purchase price range per share, whereby, in the case last mentioned, the final price shall be determined from the present acceptance declarations and/or sales offeres. The offer and/or offer request can provide acceptance and/or offer deadlines, conditions as well as the option to arrange a different purchase price range during the acceptance and/or offer period if significant price variations occur during this period. The purchase price per share of the Company (without expenses incidental to the acquisition) shall not exceed or be below the share price by more than 10 %. The applicable share price within the meaning of the foregoing provision shall, in the event of the publication of a formal offer by the Company, be the average price of the Company s shares of the same class with the same rights in the closing auction of XETRA trading (or a system replacing XETRA) on the Frankfurt Stock Exchange over the last 10 trading days prior to the day of the final decision of the Board of Directors regarding the public offer or, in the event of an adjustment to the offer, the day before the final decision of the Board of Directors regarding the offer adjustment. In the event of the publication of a request to provide sales offers, the day of the acceptance of the sales offer by the Company shall replace the day of the decision of the Board of Directors regarding the offer and/or the offer adjustment. The volume of the offering can be limited. If the total number of the offered and/or tendered share exceeds this volume, the shares must be acquired on a pro rata basis. A privileged acquisition of smaller numbers up to 100 offered and/or tendered shares as well as a rounding according to commercial prices can also be intended. d) The Board of Directors is authorized to use the shares for all legally permissible purposes, in particular to sell them through the stock exchange or by making a public offering to all shareholders. The shareholders have no subscription right in the event of a sale through the stock exchange. In the event of a sale by means of public offering, the Board of Directors is authorized, with the consent of the Supervisory Board, to exclude subscription rights for the shareholders for residual amounts. Page 4

5 e) The Board of Directors is further authorized, with the consent of the Supervisory Board, to effect a sale of the Company s acquired own shares in a manner other than through the stock exchange or by making a public offering to all shareholders, provided the acquired own shares are sold for cash for a price not substantially lower than the stock market price for Company shares of the same class with the same rights on the date of such sale. However, this authorization shall only apply under the condition that the shares so sold may not exceed an aggregate of 10 % of the Company s share capital at the time of such resolution or if this is lower at the time of the exercising of this authorization. In calculating this 10 % limit, an allowance shall be made for the issuance of shares after this authorization from authorized capital excluding subscription rights in accordance with Section 186 (3) Sentence 4 German Stock Corporation Act (AktG) and for the granting of option or conversion rights for Company shares after this authorization if the grant excludes subscription rights in accordance with Section 186 (3) Sentence 4 German Stock Corporation Act (AktG). f) In addition, the Board of Directors is also authorized, with the consent of the Supervisory Board, to use the acquired own shares in whole or in part as full or partial consideration for third parties as part of mergers or direct or indirect acquisitions of companies, parts of companies or equity interests. g) The Board of Directors is also authorized to use the own shares acquired on the basis of this authorization to fulfill obligations in connection with stock options (subscription rights) that are granted to members of the Board of Directors, other executives or employees of the Company and/or its subordinate associated companies in accordance with the resolution passed at the Annual General Meeting of January 25, The Supervisory Board shall have exclusive authority to issue such shares to members of the Board of Directors. h) The Board of Directors is further authorized, with the consent of the Supervisory Board, to use the own shares acquired pursuant to this authorization to fulfill conversion rights or obligations from participatory certificates with warrants and/or convertible participatory certificates and/or convertible bonds and/or bonds with warrants and/or income bonds issued by the Company or by the Company s independent group companies within the meaning of Section 17 German Stock Corporation Act (AktG). i) Finally, the Board of Directors is, with the consent of the Supervisory Board, also authorized to redeem the Company s own shares acquired on the basis of this authorization. No additional resolution of the Annual General Meeting is required for redemption or the implementation thereof. j) The above authorizations may be exercised once or several times, in whole or in part, individually or jointly. The authorization to acquire own shares adopted at the Annual General Meeting of Wincor Nixdorf Aktiengesellschaft on January 25, 2010, shall expire when this new authorization takes effect. k) Shareholders subscription rights with respect to the Company s own shares shall be excluded to the extent that the shares are used pursuant to the authorizations specified above in sub-clauses e), f), g) and h). 8. Resolution regarding the authorization to purchase own shares using derivatives and to exclude the subscription right In addition to the purchasing methods suggested in the authorization listed in Item 7, the possibility should also exist to purchase own shares using derivatives. The Board of Directors and Supervisory Boards thus propose to resolve: a) In supplement to the authorization to purchase own shares proposed in Item 7, own shares can also be purchased using put or call options or future purchase agreements Page 5

6 (jointly: derivatives ). The Company will be authorized to sell options to third parties which the Company obligates to purchase shares of the Company upon exercising the option (put option), to purchase options which give the Company the right to purchase shares of the Company upon exercising the option (call option) and to purchase shares of the Company using a combination of put and call options. These respective option conditions must ensure that the Company is only provided shares which it has purchased while upholding the principle of equality in treatment (Section 53a German Stock Corporation Act [AktG]). All purchases of shares using derivatives are restricted to a maximum of 5 % of the existing share capital at the time of the resolution of the Annual General Meeting regarding this authorization or if this is lower at the time of exercising this authorization. The terms of the derivatives must end, at the latest, on January 24, 2016, whereby the term of an individual derivative may not exceed 18 months. b) The option premiums paid by the Company for call options and received by the Company for put options may not be significantly higher and/or lower than the theoretical market value determined by recognized financial mathematical methods of the respective option; the agreed upon exercise price is to be taken into consideration with this determination. The purchase price per share of the Company to be paid upon exercising the option and/or upon due date of the future purchase agreements may not exceed the average price of the Company s shares of the same class with the same rights in the closing auction of XETRA trading (or a system replacing XETRA) on the Frankfurt Stock Exchange over the last 3 trading days prior to the day of the conclusion of the relevant option and/or future purchase agreement by more than 10 % or fall short of this by more than 20 % (respectively without ancillary purchase costs but taking the option premium received and/or paid into account). c) The option transactions must be concluded respectively with an independent bank or independent financial institution at conditions close to the market. d) The sale and collection of own shares purchased using derivatives may only take place pursuant to the regulation determined in Item 7. II. Report of the Board of Directors regarding Items 7 and 8 of the Annual General Meeting on January 24, 2011 ( Resolution regarding the authorization to purchase and to use own shares pursuant to Section 71 (1) Number 8 German Stock Corporation Act [AktG] and to exclude the subscription right as well as Resolution regarding the authorization to purchase own shares using derivatives and to exclude the subscription right ) The resolution proposed by the Board of Directors and the Supervisory Board as Item 7 provides on the basis of Section 71 (1) Number 8 AktG for the Company to authorize the purchase of own shares in the amount of up to 10 % of the share capital through the Annual General Meeting for up to five (5) years, maximum. The purchase requires the approval of the Supervisory Board. The Board of Directors already has an authorization to purchase back own shares. This authorization to purchase own shares, resolved on a chronologically limited basis during the Annual General Meeting of the Wincor Nixdorf Aktiengesellschaft on January 25, 2010, should now be replaced by the proposed authorization to allow the Board of Directors to purchase own shares even after the expiration of the existing authorization. The authorization should be issued by the Annual General Meeting for the authorization period of five (5) years legally allowed pursuant to Section 71 (1) Number 8 AktG. The principle of equality in treatment pursuant to Section 53a AktG must be observed while purchasing own shares. The proposed purchase of shares via the stock exchange or a public offer, which can be enacted via the publication of an offer to purchase or by the publication of a request to provide a sales offer, must also observe this principle. Insofar as a public offer is oversubscribed, the purchase must take place in relation to the respectively offered and/or tendered shares. A preferred purchase of numbers of shares up to 100 offered and/or tendered shares as well as a rounding pursuant to commercial principles can take place in order to ease the technical processing and allow smaller shareholders to participate in the offer. Page 6

7 The use of derivatives to purchase own shares proposed in Item 8 will provide the Company the opportunity to optimally structure the repurchasing of own shares. In doing so, as the limit of 5 % of the share capital emphasizes, only the instrumentation for repurchasing of own shares is being supplemented. In terms of reselling own shares which have been purchased, the law generally provides for sales via the stock exchange or via an offer to all shareholders, whereby the principle of equality in treatment pursuant to Section 53a AktG must be observed. In the event of a sale using a public offer, the subscription right for residual amounts can be excluded in order to ease the technical processing by presenting a smooth subscription ratio. The own shares remaining as free residuals as the result of the exclusion of the subscription right will be used as best possible for the Company via a sale on the stock exchange or other method. The Annual General Meeting, however, can also resolve another form of sale in corresponding application of Section 186 (3) and (4) AktG. Insofar as provided by the authorization resolution, the Board of Director is authorized, with the approval of the Supervisory Board, to undertake a sale of the own shares purchased using a method other than the stock exchange or an offer to all shareholders if the own shares purchased are sold for cash at a price that does not significantly fall short of the stock market price for shares of the Company of the same class with the same rights at the time of the sale. A possible deduction from the current stock market price of up to 5 % of the stock market price is currently deemed acceptable in the professional literature. This authorization makes use of the option to exclude the subscription right of Section 71 (1), Number 8 AktG with correspondingly application of Section 186 (3), Sentence 4 AktG. This option to exclude the subscription right in the event of the resale of own shares of the Company in corresponding application of Section 186 (3), Sentence 4 severs the interests of the Company of selling own shares to further investors of the company and especially allows a quicker and less expensive placement of the shares than by selling them via an offer to all shareholders. This places the Management in the position to use the options offered by the respective stock market opportunities quickly, flexibly and inexpensively, especially if a significant fall in the stock price if sold on the stock market cannot be ruled out due to the number of shares to be sold. In addition, this can also allow new groups of shareholders domestically and abroad to be acquired. This provides the Board of Directors with an additional financing instrument with which to strengthen the Company in domestic and foreign markets. All in all, the financial interests as well as the voting right interests of the shareholders are reasonably maintained in the event of a sale of own shares to third parties with the exclusion of the subscription right from shareholders on the basis of Section 71 (1), Number 8 AktG. The authorization is limited to a maximum of 10 % of the share capital of the Company at the time of the resolution or - if this is lower - at the time of the exercising of the authorization. Shares as well as subscription or conversion rights to shares which have been issued since the time of the awarding of the authorization on the basis of approved capital pursuant to Section 203 (2), 186 (3), Sentence 4 AktG and/or on the basis of an authorization pursuant to Section 221 (4), 186 (3), Sentence 4 AktG are to be applied to this highest limit. For shareholders who are interested in the retention of their voting rights, there is a general option to purchase a corresponding number of shares on the stock market. The Board of Directors and the Supervisory Board are of the opinion that this framework for action serves the interests of the Company under consideration of the strategy of the Company and is also reasonable in consideration of the interests of the shareholders. In addition, the resolution provides an authorization for the Board of Directors, with the approval of the Supervisory Board, to offer and/or the own shares purchased in whole or in part within the framework of corporate mergers or in the event (also indirectly) of the purchase of companies, parts of companies or shares of companies to third parties as (partial) consideration. Page 7

8 It corresponds to the intention of the Company to further strengthen and expand its competitive position in the short-term or mid-term through the targeted purchase of companies or shares of companies within the framework of the object of the Company according to its Articles of Association when opportunities allow. The owners of companies and shares of companies frequently expect, especially within international frameworks, shares of the purchasing company as consideration for the sale of the company and/or shares of the company. The suggested authorization will place the Company in the position to be able to use existing own shares as consideration in concrete acquisition plans for which it is possibly in competition with other interests and thus, under certain circumstances, be able to avoid an increase in the share capital which otherwise would have been necessary through an investment in kind. The Company should be further authorized to use own shares to fulfill obligations from share options which were issued on the basis of the authorization to issue share options on the basis of the resolution of the Annual General Meeting of January 25, This authorization is in the interests of the Company and the shareholders because it provides the Company the opportunity, insofar as this is appropriate in the concrete situation, to issue new shares from the contingent capital and thus avoid an increase of capital and the dilution of the voting and quota rights of the shareholders. The price at which the shares can be issued in the cases named above depends upon the respective individual circumstances and the time. The Board of Directors will serve the interests of the Company in determining the price. If the shares are used to serve share options, the price at which the shares are sold will correspond to the respective exercise price for the share options. The authorization further intends that the own shares, with the approval of the Supervisory Board and the exclusion of the subscription right of the shareholders, could be used to fulfill conversion rights of owners of option and/or conversion certificates and/or conversion, option and/or participating bonds issued by the Company or other dependent companies. It can be useful to use own shares in whole or in part to fulfill conversion rights in place of new shares from a (contingent) capital increase. This method will especially avoid a further dilution of the shareholders. Due to the existing considerations, it is the opinion of the Board of Directors and the Supervisory Board that the proposed authorization to purchase own shares is in the interest of the shareholders and can justify the exclusion of the subscription right of the shareholders on an individual basis. The Board of Directors and the Supervisory Board will investigate each individual cases and determine whether the granting of own shares with the exclusion of the subscription right is in the predominant interest of the Company. The Board of Directors will provide a report at the next Annual General Meeting regarding any use of the proposed authorization to purchase and use own shares. III. Details on the 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. However, the Company does not have rights for the own shares it holds. At the time the Annual General Meeting is convened on December 10, 2010, the Company holds 1,820,980 no-par value own shares. Consequently, of the total of 33,084,988 no-par value shares in the Company, 31,264,008 no-par value shares are entitled to vote at the time the Annual General Meeting is convened. 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 17 January, 2011 (24.00 hours CET) at the following address Page 8

9 Wincor Nixdorf Aktiengesellschaft c/o WestLB AG represented by the dwpbank - Annual General Meeting - Wildunger Straße Frankfurt am Main Germany Fax: +49 (0) 69/ hv-eintrittskarten@dwpbank.de 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 21 st day before the Annual General Meeting, i.e. January 3, 2011, 0.00 hours CET (record date), and must reach the Company by no later than the close (24.00 hours CET) of January 17, 2011 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 captions Investor Relations, Annual General Meeting. The authorization and its revocation can either be declared in text form (Section 126b BGB) to the company exclusively at Wincor Nixdorf Aktiengesellschaft Investor Relations Paderborn Germany Fax: (05251) Page 9

10 or in text form (Section 126b 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 BGB). This can be sent to the Company until the conclusion of the voting in the Annual General Meeting on January 24, 2011 at the address above as well as submitted under the Internet address under the captions Investor Relations, Annual General Meeting up to that date. In addition, the verification can also be provided in text form (Section 126b 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 21, 2011, 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 Germany By fax: (05251) or Electronically: investor-relations@wincor-nixdorf.com Authorizations and directives to proxies can also be granted or revoked via the electronic authorization and directive system at under the captions Investor Relations, Annual General Meeting. Authorizations and directives submitted via this method must also be received, at the latest, by January 21, 2011, 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 captions Investor Relations, Annual General Meeting. Page 10

11 VI. Shareholders rights pursuant to Section 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 24, 2010, 0.00 a.m. 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 24, 2010, 0.00 hours CET at the latest: Wincor Nixdorf Aktiengesellschaft Der Vorstand c/o PR im Turm HV-Service Aktiengesellschaft Wasserturm Wallstadt Römerstraße Mannheim Germany Countermotions and election suggestions pursuant to Section 126 (1), 127 AktG are to be addressed exclusively to: By post: Wincor Nixdorf Aktiengesellschaft c/o PR im Turm HV-Service Aktiengesellschaft Wasserturm Wallstadt Römerstraße Mannheim Germany 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 and 127 German Stock Corporation Act (AktG) have been met, countermotions and election suggestions of shareholders that are received at the above address at least 14 days before the day of the Annual General Meeting, i.e. by January 9, 2011, hours CET, at the latest, will be made accessible immediately to all shareholders together with any comment on the part of the administration, on the internet at under the captions Investor Relations, Annual General Meeting. Countermotions and election suggestions of shareholders sent to any other address cannot be taken into account. According to Section 131 (1) German Stock Corporation Act (AktG), each shareholder can request information from the Board of Directors in the Annual General Meeting regarding the Company s affairs to the extent required to allow for a proper assessment of the items of the agenda. The obligation to provide information also extends to the legal and business relationships between the Company and an associated company and to the situation of the group and the enterprises included in the consolidated financial statements. The Board of Directors may refuse to answer individual questions for the reasons set forth in Section 131 (3) German Stock Corporation Act (AktG), for example, in so far as according to sound business judgment, the providing of such information is likely to cause not inconsiderable damage to the Company or an associated company. According to Section 17 (2) of the Articles of Association of the Company, the chairman of the Meeting is authorized to set reasonable limits on the time available to shareholders for speaking and asking questions. Page 11

12 VII. Announcements on the Company s website The information according to Section 124a German Stock Corporation Act (AktG) will be made available to the shareholders on the Internet under the captions Investor Relations, Annual General Meeting of the Wincor Nixdorf Aktiengesellschaft website at Further explanations concerning the shareholders rights pursuant to Sections 122 (2), 126 (1), 127 and 131 (1) German Stock Corporation ActG (AktG) are also accessible there. Paderborn, in December 2010 Wincor Nixdorf Aktiengesellschaft The Board of Directors Page 12