ANNUAL REPORT 2005/2006 THE SUCCESS STORY CONTINUES
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- Benjamin Russell
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1 ANNUAL REPORT 25/26 THE SUCCESS STORY CONTINUES October 1, 25 to September 3, 26 EXPERIENCE MEETS VISION.
2 Company AN EXCELLENT FISCAL 25/26. Net sales growth of 12%, operating profit up 18% Net profit for the period increases by 46% Significant forward momentum in core business Further growth potential unlocked through out sourcing and reverse vending systems Double-digit growth rates in all regions; pronounced growth in the Americas and Asia/Pacific/Africa Key Figures. Net Sales by Region Statement of Income ( million) 3) Net sales Gross profit Gross profit as a percentage of net sales 25/26 1) 1, % 24/25 2) 1, % Change 12% 1% 232 m Asia/Pacific/Africa 12% 155 m Americas 8% 569 m Germany 29% 51% 992 m Europe Research & development expenses % R&D expenses as a percentage of net sales 4.5% 4.5% Selling, general and administration expenses 4) SG&A expenses as a percentage of net sales % % 6% Net Sales by Business Stream Operating profit (EBIT) % Goodwill amortization EBITA 5) EBITA as a percentage of net sales (EBITA margin) % % 18% 1,157 m Products 59% 41% 791 m Solutions / Services Depreciation of tangible assets and amortization of licenses % EBITDA EBITDA as a percentage of net sales (EBITDA margin) % % 21% Net Sales by Segment Net profit for the period % Net profit for the period as a percentage of net sales 4.2% 3.2% Net profit for the period before carve-out Earnings per share ( ) 6) % 1,178 m Banking 6 % 4% 77 m Retail Cash flow ( million) Cash flow from operating activities % Cash flow from investment activities % Sept.3,26 Sept. 3,24 Change Key Balance Sheet Figures ( million) Working Capital as a percentage of net sales (annualized) Net debt Equity 7) Human Resources Number of employees (September 3) % , % , ) October 1, 25 September 3, 26 2) October 1, 24 September 3, 25 3) before profit charges arising from carve-out 4) including other income and expenses as well as investment result 5) net profit on operating activities before interest, taxes and amortization of goodwill and product know-how 6) calculated on basis of million shares 7) including minority interests
3 THE COMPANY. Strong presence in more than 9 countries, with subsidiaries in 34 of these Approximately 7,8 employees worldwide epos systems, No. 2 in ATMs Solid position in Europe: No. 1 in programmable World s No. 3 in ATMs and programmable epos systems We are one of the world s leading providers of IT solutions and IT services for the retail and banking sectors. Our extensive portfolio of services is geared toward optimizing business processes in retail stores and bank branches. Essentially, our job is about reducing complexity and improving service to the end customer. Drawing on the expertise from our core business with banks and retailers, we are also expanding into related sectors, including post offices, lottery operators, the hospitality trade and service stations. 1-year Net Sales History. m 1-year EBITA History. m 2, 1, ,75 1,5 1,25 1, 75 1,52 1,336 1,338 1,258 1,576 1,462 1,44 1,345 1, /97 97/98 98/99 99/ /1 1/2 2/3 3/4 4/5 5/6 Change +2% +6% ±% +9% 8% +7% +9% +11% +12% 96/97 97/98 98/99 99/ /1 1/2 2/3 3/4 4/5 5/6 Change +74% +57% +21% +9% +6% +18% +12% +17% +18% OUR GOALS FOR FISCAL 26/27. Increase net sales by 6% and operating profit by 8%, thus reinforcing our medium-term growth targets Extend our portfolio within the area of complete solutions for branch business processes as well as high-end automated and self-service systems Strengthen our market position in all regions drive sales growth in the Americas and Asia/Pacific/ Africa Exploit potential for further growth in outsourcing and in related sectors
4 OUR CORE BUSINESS. Banking Segment. We offer retail banks a broad spectrum of services aimed at reshaping and automating branch processes. This ranges from analysis, advice and design through to deployment of products and services and their operation. Furthermore, we are committed to expanding our portfolio for the management of entire processes. For example, we can optimize a bank s cash management pro cess, take over its branch IT operations under an outsourcing arrangement or provide comprehensive security solutions for systems, networks and buildings. Our product portfolio includes ATMs with a wide variety of features from cash dispensing, cash or check depositing through to cash recycling, which supports both cash deposits and withdrawals. Our state-of-the-art banking terminals allow bank customers to conduct a range of transactions. At the heart of our software offerings are multivendor solutions that can be used to operate terminals from various manufacturers. We also offer multichannel solutions designed for the operation of applications and terminals within a uniform, server-based software architecture. Retail Segment. Our product and service portfolio within this segment is tailored to the in-store processes of retailers with international operations. It encompasses a range of sales solutions such as electronic checkout systems and application software as well as standardized, internationally deployable payment terminals and the handling of cashless transactions. We support the increasing trend toward automation and process migration to self-service with state-of-the-art solutions such as self-checkout systems. Our automation technologies also include reverse vending machines, mobile data-recording equipment, kiosk systems, electronic advertising displays and electronic shelf labels. Furthermore, we are expanding our retail cash management portfolio to cover the entire cash-handling process chain. With its open systems architecture, our family of modular, scalable BEETLE/EPOS (electronic point-of-sale) systems forms a fundamental part of our product range. We market an internationally deployable software platform for the management of processes at store level, capable of dealing with a wide range of checkout concepts from traditional stationary checkout systems to mobile scanning. We are active in IT and business consulting in a number of countries, with an emphasis on SAP. Key Performance Indicators: Banking Segment. m Key Performance Indicators: Retail Segment. m 5/6 4/5 Change 5/6 4/5 Change Net Sales 1,178 1,28 +15% Net Sales % EBITA % EBITA % EBITA margin (%) EBITA margin (%) We respond to our customers key requirement for maximum systems availability through a comprehensive Services offering. We monitor customer systems around the world 24 hours a day from our 26 customer centers to identify any irregularities as soon as they occur. We offer traditional maintenance, remote fault rectification and software and network management to safeguard the security of IT networks. In 26 countries, our technicians are located near our customers. Furthermore, we supply over one million spare parts per year from our logistics centers spread around the globe. Banks are outsourcing the entire operation of ATM networks, servers and PCs to us and entrusting us with their cash management processes. In so doing, they assign to us the task of managing business processes they regard as non-core activities. In turn, we are able to streamline their cost structures and improve the availability of systems.
5 CONTENTS. TO SHAREHOLDERS Letter to Shareholders by the CEO... 2 Wincor Nixdorf Stock... 4 Corporate Governance... 8 Board of Directors Supervisory Board Report Project Report Aldi Nord, Germany FINANCIAL INFORMATION Declaration by the Board of Directors Consolidated Management Report Consolidated Financial Statements... 1 Consolidated Statement of Income... 1 Group Balance Sheet Group Cash Flow Statement Changes in Equity Notes to the Group Financial Statements 14 THE COMPANY Company Profile Auditor's Report Project Report Grupo Selco, Venezuela Project Report ABN AMRO, Netherlands... 3 Innovation Project Report Banca Intesa, Italy... 4 Sustainability Project Report Wells Fargo, USA... 5 FURTHER INFORMATION Glossary Index Financial Calendar, Editorial Foreign Subsidiaries The Wincor Nixdorf Success Story Continues: It is not just the figures in this report that paint a clear picture. Our own success is also heavily dependent on the activities of our customers. The case studies in this management report highlight this and serve to illustrate and explain the solutions for which we stand. The cover image chosen for this report is also a symbol of the changes that Wincor Nixdorf is undergoing. Indeed, in the same way that we ourselves convert concrete items into digital information through the application of technology, the company, too, is being transformed into an IT partner that provides global solutions for its customers branch processes all over the world.
6 2 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile Wincor Nixdorf ends fiscal 25/26 in excellent shape and perfectly positioned to face the future. Net sales growth of 12 percent and an increase in operating profit of 18 percent demonstrate how successful the fiscal year has been. What makes these results even more satisfying is the number of factors that have contributed to them. We registered a significant increase in our core business of providing IT solutions and services to banks and retailers. In addition, we managed to grow our business in sectors that we have been specifically targeting in recent years. Our operations benefited from the most encouraging growth seen in Germany for some time, coupled with the continuing successful internationalization of our activities. Beyond this, Wincor Nixdorf has clearly demonstrated that success in business and job creation are not incompatible with each other but can in fact coexist very well. Our success is based on foundations accurately put in place to prepare Wincor Nixdorf for the future. The key principle guiding these activities was a strict focus on market and customer needs. The result was a series of highly effective innovations for high-end systems, net-centric software and modern services, not to mention better resources for our increasingly important Services business and a global production network that allows us to compete strongly in fast-growing regions. Our success in outsourcing and in reverse vending machines shows that we are also capable of developing new business sectors. Wincor Nixdorf is well positioned for further international growth. In Europe, having gained market leadership in the Retail segment, we are moving constantly closer to our stated objective of achieving the same in Banking. In parallel, we have strengthened our position globally for further expansion in regions of economic growth such as Eastern Europe, Asia/Pacific/Africa and the Americas. In two countries in which growth is of particular importance to us the United States and China we gained considerable momentum in the period under review.
7 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 3 Equally important, in my opinion, is the fact that Wincor Nixdorf is well on the way to having a comprehensive set of product and service solutions that enable it to support customers entire branch processes, thus allowing banks and retailers to concentrate on their core business. Outsourcing represents an excellent example of the changes that have taken place and of the tremendous potential we are gradually unlocking. Internationally renowned banks have entrusted us with the operation of their branch self-service systems and branch IT. A further example of our comprehensive solutions comes in the form of the cash-handling services we offer banks and retailers. We are therefore in an excellent position to create significant added value for our customers. In the long term, we see this activity as providing an essential interface between retailers and banks an area in which we intend to draw on our core competency with the purpose of driving innovation and achieving processing solutions that are even more effective. Further areas in which we can apply our ability to provide complete solutions include optimal management of branch-level IT and security systems, including associated IT and self-service infrastructures. All these examples underscore Wincor Nixdorf s commitment to continued, profitable growth. However, on the basis of the success achieved to date, we have considerably raised the bar we originally set ourselves. Nevertheless, our sights are firmly fixed on the growth targets set at the time of our Initial Public Offering (IPO) in 24, namely an average six percent increase in net sales and an eight percent rise in profit. These are the targets we have set ourselves for fiscal 26/27. The entire Wincor Nixdorf team has been a decisive factor in our success so far and will continue to be so in the future. We will never lose sight of this fact. On behalf of the Board of Directors, I would therefore like to thank all our employees, worldwide, for their commitment during the year gone by. While I thank you for your dedication in the past, I also urge you to remain steadfast in your determination to support the culture of success that characterizes our enterprise. I would also like to thank our customers for their confidence placed in us. Customer trust and satisfaction with our performance exert a key influence on our business performance and, with it, the satisfaction of our shareholders. For me, personally, the formidable track record achieved by our Company in recent times signals the right moment to hand over the reins at the head of Wincor Nixdorf to a younger pair of hands and step back from involvement in daily business. I do this with even greater peace of mind in the knowledge that Eckard Heidloff has unanimously been named as my successor. Not only have I worked closely with him for over 2 years, we also prepared and put in place all the foundations that underpin the Company today. Therefore, continuity of management is assured. On the back of an extremely successful fiscal year and given the direction the Company has taken in business and staff development, I am confident that Wincor Nixdorf will continue to meet the challenges of the future and completely deliver on what is expected: satisfied customers, satisfied shareholders and satisfied employees. Karl-Heinz Stiller
8 4 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile May 26: Wincor Nixdorf shares hit their highest ever price at June 26: Wincor Nixdorf included in Dow Jones Stoxx 6 Index Share growth clearly exceeds MDAX Performance Index Proposed dividend: 32.8 per share WINCOR NIXDORF SHARES GAIN 43.3% IN VALUE DURING FISCAL 25/26. Development of Wincor Nixdorf Shares compared to relevant Indices: % % % 17.9% 1.% 7 Oct. 1, 25 Sept. 3, 26 Wincor Nixdorf MDAX (Performance-Index) MSCI World DJ STOXX 6
9 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 5 Share Price Performance. Against the backdrop of a temporary dip experienced by stock markets at the beginning of the period under review, Wincor Nixdorf shares fell more sharply than the benchmark MDAX. However, stock markets gained momentum over the course of the remainder of 25 and at the beginning of 26, with Wincor Nixdorf shares more than offsetting their initial decline. In May 26, Wincor Nixdorf's share price climbed to , its highest level during this period. Shortly afterwards, international stock markets and in particular German mid caps underwent a period of significant adjustment prompted mainly by inflation fears. At times, the value of Wincor Nixdorf shares receded below the 9. mark. The stock regained its footing following the announcement of results for the third quarter of fiscal 25/26 and closed at on September 3, 26. Recording a gain of 43.3% in the period under review, Wincor Nixdorf shares outperformed the MDAX Performance Index (+ 2.3%) by a significant margin. This coincided with a palpable increase in the average trading volume of Wincor Nixdorf shares on all German stock exchanges. It rose from.8 million shares per month in fiscal 24/25 to 1.3 million shares per month in fiscal 25/26. Since the initial listing of Wincor Nixdorf shares (May 24) roughly two and half years ago, the Company's share price has risen by 179.6%. Basic Data. Commencement of trading Issue price Stock exchange Prime branch Total number of shares Ticker symbol ISIN May 19, Frankfurt Securities & Stock Exchange (Prime Standard) Industrial 16,542,494 shares with a nominal value of 1 each ACAYB DEACAYB2 Index Membership. Wincor Nixdorf shares have been a constituent element of the MDAX since September 2, 24. The stock is recognized as one of the 5 most important mid caps within the German capital market. Since June 1, 25, Wincor Nixdorf has also been included in the Technology Hardware & Equipment industry group of the MSCI World Index (Morgan Stanley Capital International). In addition, Wincor Nixdorf was listed in the Dow Jones STOXX 6 Index on June 19, 26. Shareholder Profile. Wincor Nixdorf has a free-float of 1%. Based on the announcements issued pursuant to Section 21 of the Securities Trading Act (Wertpapierhandelsgesetz WpHG), at the end of the reporting period the following entities each held an interest of more than 5% in Wincor Nixdorf: Fidelity International Ltd. Fidelity Management & Research Corp. Threadneedle Asset Management Ltd./Ameriprise Financial Inc.
10 6 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile Details concerning Directors Dealings pursuant to Section 15a WpHG can be accessed from the Investor Relations section on the Company's website. According to our own estimate, at the end of the reporting period, approximately 75% of our shares were held by investors outside Germany, many of them from the United Kingdom and the United States. Investor Relations ongoing Information. For us at Wincor Nixdorf, open and proactive communication means seeking direct contact with investors and analysts. The prime objective of our Investor Relations (IR) activities is to pursue a continuous dialog with those involved in the capital markets. We are committed to maintaining the highest possible standards of quality for IR communications and, as such, will continue to provide timely, transparent and intelligible information on the performance of the Company and its strategic direction. In the fiscal year just ended, we took the opportunity of maintaining our close rapport with existing partners and establishing new contacts as part of 22 roadshows and conferences held in Germany, the U.K., the U.S., Canada, France, Italy, Belgium, Spain, Austria and Switzerland. We also conducted numerous one-on-one meetings with investors at our headquarters in Paderborn, allowing them to gain more comprehensive insight into Wincor Nixdorf and our portfolio as part of plant visits and product presentations. Key Data Wincor Nixdorf Shares. 25/26 24/25 23/24 Opening price (Xetra) ** Fiscal year-end price (Xetra) Fiscal year high (Xetra) ** Fiscal year low (Xetra) ** Number of shares on September 3 16,542,494 16,542,494 16,542,494 Market capitalization on September 3 1,897 million 1,323 million 794 million Dividend 2.8*** Dividend yield (calculated using fiscal year-end price) 2.29% 2.63% 2.52% Earnings per share* Free-float 1% 1% 61.9% * Profit for the period before charges arising from the carve-out, based on 16,542 million shares. ** IPO May 24. *** Proposed dividend.
11 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 7 Coinciding with our annual Wincor World in-house exhibition hosted on January 25, 26, in Paderborn, we organized the 2nd Wincor Nixdorf Investors' Day, which featured an extensive range of information for investors and analysts. In all, the Board of Directors and Investor Relations team met with more than 2 institutional investors. In particular, fund managers from the U.K. and the U.S. showed a strong interest in our Company. Accompanying the announcement of our financial reports, the Company's financial situation and business performance in the respective segments were discussed at length during several conference calls with analysts and investors. Shareholders attending the Annual General Meeting held in Paderborn on February 21, 26, represented over 59% of the Company's voting shares. All resolutions on the agenda were passed with large majorities. The agenda for the 26 Annual General Meeting and all counterproposals received by the Company have been published on our website at The next Annual General Meeting of Shareholders is scheduled for January 29, 27 and will take place in Paderborn. All ad hoc announcements, press releases and quarterly reports are published promptly on our website, both in German and English. The website also contains extensive information on our corporate structure, management and strategy, in addition to providing details regarding Corporate Governance and our Annual General Meetings. Analyst Coverage. At present, the Company is covered by 19 financial analysts who regularly issue comments and recommendations. The number of research companies focusing on our performance has risen by five. These analysts are as follows (in alphabetical order): ABN Amro, Bankhaus Lampe, Berenberg Bank, B. Metzler, Cazenove, Cheuvreux, Deutsche Bank, DrKW, DZ Bank, Fairesearch, Goldman Sachs, HSBC Trinkaus & Burkhardt, HVB, LBBW, Merck Finck, NORD/LB, Sal. Oppenheim, UBS, WestLB. Dividend. In the period under review, we paid a dividend of 2.1 per share in respect of fiscal 24/25. For fiscal 25/26 the Board of Directors and the Supervisory Board are proposing to the Annual General Meeting of Shareholders a dividend of 2.8 per share. This represents a dividend increase of 33.3%. In the period under review, the Company made use of its authority to purchase its own shares in order to fulfill its obligations arising from the 24 share-based payment program subsequent to the expiry of the vesting period. To the extent that there was no cash settlement (192, share options), the settlement of share options was executed through the allocation of shares purchased on the market (7,25 share options) in June 26. The total number of shares issued remained unchanged.
12 8 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile New Declaration of Compliance with the German Corporate Governance Code Five ordinary meetings of the Supervisory Board Shareholders able to submit voting instructions to the AGM by Internet Complete transparency in dealings within and outside the company CORPORATE GOVERNANCE. At Wincor Nixdorf, responsible, transparent business management and control centered on the creation of sustained added value is an essential basis for business success. Board of Directors and Supervisory Board have issued the statutory statement of compliance in accordance with Section 161 of the German Stock Corporation Act, stating that Wincor Nixdorf is, with four exceptions, in compliance with the recommendations of the German Corporate Governance Code. Board of Directors and Supervisory Board monitor adherence to this Code. The statement of compliance, issued annually, is available permanently to all shareholders on the Internet at under the heading of Investor Relations. Close Collaboration between the Board of Directors and the Supervisory Board. A relationship based on close collaboration and mutual trust exists between the Board of Directors and the members of the Supervisory Board. The Board of Directors reports regularly to the Supervisory Board on the progress of business activities. There is an ongoing, constructive exchange of ideas and information with regard to strategy, corporate planning and company profitability. For further details, please refer to the Report of the Supervisory Board on pages 14 et seqq. The Supervisory Board conducted five scheduled meetings in the fiscal year under review. It also held one extraordinary meeting during this period. For further information, please refer to the Report of the Supervisory Board on pages 14 et seqq. The Supervisory Board has created three committees: a Mediation Committee pursuant to Section 27 (3) of the Ger man Corporate Codetermination Act; a Personnel Committee dealing with staff issues that pertain to the Board of Directors; and an Audit Committee. No conflicts of interest arose among members of the Board of Directors or the Super visory Board. For further details of the Company s boards, please refer to the notes to the consolidated financial statements on pages 14 et seqq. Internal and External Transparency. When interacting with the Company s shareholders, we pursue to provide comprehensive, continuous and prompt information. At the Annual General Meeting of Shareholders (AGM) on January 29, 27, we will again appoint a proxy vote representative in order to enable shareholders not attending
13 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 9 the AGM to exercise their voting rights. Shareholders will be able to issue their instructions via the Internet prior to the AGM. With a view to ensuring prompt, open communication with the public, we provide detailed documents and information on our website. This includes AGM information, financi al reports, current ad hoc announcements and press releases. Our Internet content also includes the Company s articles of association and information on Directors Dealings. We have approved an Insider Dealing Directive aimed at avoiding insider dealing by Company employees. The employees and Board members named on the Insider List are prohibited from undertaking transactions in Wincor Nixdorf shares or related financial instruments during certain periods before and after publication of quarterly and annual results. Whether directly or indirectly, Board of Directors and Supervisory Board hold shares or options in Wincor Nixdorf AG worth more than 1% of subscribed capital. Together, the four members of the Board of Directors hold 1.39% and the members of the Supervisory Board.5% of subscribed capital. Details of Directors Dealings pursuant to Section 15a of the German Securities Trading Act can be downloaded from the Company s website, Investor Relations section. Supplementary information on the Company s boards can be found in the notes to the consolidated financial statements. Risk Management System for Value-led Management of the Company s Affairs. A properly functioning risk management system is necessary for responsible governance. The risk management system at Wincor Nixdorf is geared toward meeting the practical requirements of our business. It is designed to highlight risks at an early stage and, where they occur, to help avoid or limit them. Details are provided in the section entitled Risk Report on pages 9 et seqq. Pursuant to Section of the German Corporate Governance Code, the key subsidiaries of Wincor Nixdorf are listed in the table below: Wincor Nixdorf International GmbH, Paderborn, Germany Wincor Nixdorf Facility GmbH, Paderborn, Germany Wincor Nixdorf Real Estate GmbH & Co. KG, Paderborn, Germany Wincor Nixdorf Logistics GmbH, Paderborn, Germany Wincor Nixdorf SAS, Montigny le Bretonneux (France) (Formerly: Wincor Nixdorf Systèmes Bancaires S.A.S, Plaisir, France) Wincor Nixdorf Ltd., Wokingham, United Kingdom Wincor Nixdorf Pte. Ltd., Singapore Holding % ) Profit and loss transfer agreement in place. 2) Before merger with Wincor Nixdorf S.A., Nanterre, France. Equity as of Sept.3,26 k 216,464 5, 27, ,36 2) 2,345 32,38 Profit 25/26 k 55,36 1) 1) 2,46 2) 2,686 12,362
14 1 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile Under Section 161 of the German Stock Corporation Act, the management and supervisory boards of listed companies must make a declaration each year stating that the recommendations of the Code of the Government Commission on German Corporate Governance published by the German Federal Ministry of Justice in the official section of the Fede ral Gazette (electronic version) have been met. It must also specify which recommendations are not being applied. Four Exceptions to the Corporate Governance Code. As required by Section 161 of the German Stock Corporation Act, the Board of Directors and the Super visory Board issued a new declaration of compliance on November 3, 26. Since its last declaration of compliance on November 3, 25, Wincor Nixdorf AG has complied with the recommendations of the German Corporate Governance Code (version dated June 2, 25) and with the recommendations of the revised version of the Code, which took effect on June 12, 26, apart from the following exceptional instances listed below: The D&O insurance policy agreed by Wincor Nixdorf AG for its Board of Directors and Supervisory Board does not feature a policy excess (GCGC, Section 3.8 Paragraph 2). The D&O insurance policy agreed by Wincor Nixdorf AG for its Board of Directors and Supervisory Board does not feature a policy excess. The D&O insurance is in place for a significant number of management staff across the entire Wincor Nixdorf Group at home and abroad, including members of the Company boards. For this reason, it does not appear proper to differentiate between Board members on the one hand and other management staff on the other. A policy excess is not customary outside Germany. Limited disclosure of the remuneration of the Board of Directors (GCGC, Sections and 4.2.5). Wincor Nixdorf AG has not disclosed the total remuneration of each individual member of the Board of Directors citing the name of each member and has not included a breakdown of remuneration into the categories fixed compensation, performance-related compensation and long-term incentive components (GCGC, Section version dated June 2, 25). Wincor Nixdorf AG will comply with the legal obligation of individual disclosure, as introduced by the Management Board Remuneration Disclosure Act ( Vorstandsvergütungsoffenlegungs-Gesetz ) of August 3, 25, in future reports (i.e. from the fiscal year October 1, 26, to September 3, 27, when the new Act first applies to Wincor Nixdorf). The remuneration of the Board of Directors is not disclosed in a specific compensation report that gives details of the remuneration system in a generally understandable form as part of the overall Corporate Governance report (GCGC, Section Paragraph 1 in the version dated June 12, 26). The presentation of the specific structure of a share option plan or comparable schemes for components with a long-term incentive effect and risk exposure does not include details of their value. In the case of agreed pension commitments, the allocations made to pension accruals or pension funds are not shown each year (GCGC, Section Paragraph 2 in the version dated June 12, 26).
15 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 11 The nature of fringe benefits provided by the Company has not been specified in a compensation report (GCGC, Section Paragraph 3 in the version dated June 12, 26). For reasons of privacy, the remuneration paid to members of the Board of Directors is not stated for each individual director. It is for this same reason that such data is not disclosed in a compensation report. Instead, we explain the structure of the remuneration system by offering the relevant information in this annual report. In addition to the stated total remuneration paid to the Board of Directors, pension accruals for members of the Board of Directors are shown separately. In setting the level of remuneration paid to members of the Supervisory Board, no account is taken of chairmanship of any committee other than the Audit Committee and of membership of any of the Supervisory Board com mittees (GCGC, Section Paragraph 1 Sentence 3). Remuneration for mere membership of a committee is deemed unnecessary. As regards the activities of the Supervisory Board, practice has shown that the vast majority of committee meetings are scheduled to coincide closely with meetings of the Supervisory Board itself. Chairmanship of the Audit Committee is remunerated separately due to the additional time and effort required by the role. Members of the Supervisory Board are not paid any performance-related remuneration in addition to their fixed emoluments (GCGC, Section Paragraph 2 Sentence 1). The Company has decided to monitor the development of relevant case law in order to establish a firm foundation for appropriate arrangements within this area. It would appear that legal debate concerning this issue has yet to be concluded, as evidenced by court rulings in recent years regarding the prohibition of share options for Supervisory Board members. Wincor Nixdorf AG will comply in future with the recommendations of the Code of the Government Commission on German Corporate Governance in the version dated June 12, 26, apart from the following exceptions (see explanations above): The D&O insurance policy agreed by Wincor Nixdorf AG for its Board of Directors and Supervisory Board does not feature a policy excess (GCGC, Section 3.8 Paragraph 2). In setting the level of remuneration paid to members of the Supervisory Board, no account is taken of chairmanship of any committee other than the Audit Committee and of membership of any of the Supervisory Board committees (GCGC, Section Paragraph 1 Sentence 3). Members of the Supervisory Board are not paid any performance-related remuneration in addition to their fixed emoluments (GCGC, Section 5.4 Paragraph 2 Sentence 1). Audit of the Consolidated Financial Statements by KPMG. The consolidated financial statements of Wincor Nixdorf AG for the fiscal year ended September 3, 26, have been prepared in accordance with the International Financial Reporting Standards (IFRS) promulgated by the International Accounting Standards Board (IASB), London, and valid at the end of the reporting period. The consolidated financial statements have been audited by KPMG Deutsche Treuhand-Gesellschaft Aktiengesell schaft Wirtschaftsprüfungsgesellschaft.
16 12 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile Stefan Auerbach Member of the Board of Directors, reponsible for the Banking business Born Joined Nixdorf in Member of the Executive Board since 1999 and responsi ble for the worldwide Services business. Member of the Board of Directors, since October 1, 25. Karl-Heinz Stiller President and Chief Executive Officer (CEO) Born Joined Nixdorf in 1966, Divisional Director, then Executive Director and Managing Director of all predecessor companies. Presi dent and CEO, since IPO in 24.
17 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 13 Jürgen Wilde Member of the Board of Directors, responsible for the Retail business Born Joined Nixdorf in Appointed as sales manager in Member of the Executive Board since 1999, responsible for the Retail business. Member of the Board of Directors, since October 1, 25. Eckard Heidloff Chief Financial Officer (CFO), Chief Operating Officer (COO) Born Joined Nixdorf in Head of Group Financial Accounting and Controlling since 1989 and Director of Commercial Operations since CFO since IPO; COO since October 1, 25.
18 14 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile SUPERVISORY BOARD REPORT. Dear Shareholders, Wincor Nixdorf AG can look back on a successful fiscal year 25/26. Our international business has grown, and we have strengthened our position as one of the leading providers of IT solutions for retail banking and the retail trade. The Company pushed forward with its efficiency improvement program, with the purpose of boosting international competitiveness. All these factors have contributed to improved net sales and operating profit. The Supervisory Board monitored and assisted the successful work carried out by the Board of Directors in the period under review. The Work of the Supervisory Board. In fiscal 25/26, the Supervisory Board of Wincor Nixdorf AG fulfilled its duties in accordance with statutory requirements and the Company s articles of association. First and foremost, this task involved advising and monitoring the Board of Directors on a regular basis as it led and managed the business. As part of this collaborative approach, the Board of Directors discussed and agreed to all decisions of a fundamental nature for the Company and its Group subsidiaries directly with the Supervisory Board and informed us in a regular, timely and comprehensive manner 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 aired and discussed by the Supervisory Board based on reports provided by the Board of Directors. The Supervisory Board held five scheduled meetings over the fiscal year 25/26, in which the Board of Directors kept us informed about the development of the Company. In addition to these five scheduled meetings, we held an extraordinary meeting the day before the Annual General Meeting of
19 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 15 Wincor Nixdorf AG shareholders. The only item on the agenda for this meeting was the Supervisory Board s proposal to the AGM of Prof. Dr. Harald Wiedmann as a replacement candidate for a position on the Supervisory Board representing the shareholder group. The initial candidate, Edward A. Gilhuly, had notified us that he would not be able to stand for election. Apart from the aforementioned, there were no other circumstances necessitating further extraordinary meetings of the Supervisory Board or specific supervisory measures. The five scheduled meetings were held on November 3, 25, as well as February 21, April 24, July 26 and September 19, 26. Karl-Heinz Stiller and Eckard Heidloff attended all meetings in their capacity as members of the Board of Directors. All the necessary resolutions were passed at these meetings on the basis of documentation prepared in advance on the issues to be decided. Between each meeting, the Board of Directors kept me promptly and fully informed about important events of particular significance in assessing the position and performance of the business and in managing and leading the Company. In addition, I was in continuous contact with the Board of Directors and was furnished with details about our current business position and significant occurrences, developments and decisions. The Supervisory Board analyzed the efficiency of its activities at regular intervals. Key Areas of Deliberation by the Supervisory Board. The Supervisory Board regularly discussed the business, net sales and operating profit performance of the Group and its segments at its individual meetings. We also looked at matters concerning the Group s cash flows, the implementation of strategy and HR development. The Supervisory Board paid special attention in its meetings to the Company s development as an integrated solutions provider, the issue of outsourcing and the implementation of a Contractual Trust Arrangement (CTA). The CTA has allowed us to safeguard our pension commitments by appointing an independent trustee to administer the pension obligations of Wincor Nixdorf AG and its German subsidiaries by means of a corresponding transfer of assets to the trustee. At its meeting on September 19, 26, the Supervisory Board gave its approval to the fiscal 26/27 budget proposed by the Board of Directors and to the medium-term strategic business development plan. Committee Work. The work of the Supervisory Board is supported by three committees, whose role is to prepare the ground for Supervisory Board resolutions and to examine issues to be addressed subsequently in plenary sessions. In certain cases, the Supervisory Board delegated decision-making authority to its committees. With the exception of the Audit Committee, which is chaired by Supervisory Board member Hero Brahms, committees are chaired by the Chairman of the Supervisory Board. The Audit Committee convened three times in the fiscal year under review. The main focus of its work was the audit of the annual accounts and the consolidated financial statements for Wincor Nixdorf AG, the
20 16 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile fiscal 26/27 budget and the Contractual Trust Arrangement (CTA). Other issues addressed were the Company s risk report and risk management policy. The Personnel Committee authorized the issue of stock options to members of the Board of Directors and to Wincor Nixdorf employees. The Mediation Committee did not have to convene 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. With regard to Corporate Governance, this annual report contains a separate section with a report by the Board of Directors, issued also on behalf of the Supervisory Board, pursuant to Section 3.1 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 Stock Corporation Act on November 3, 26, and made the declaration, along with details of non-compliance, permanently available to shareholders on the Company website. Approval of the Annual Accounts and Adoption of the Consolidated Financial Statements. On February 21, 26, the Annual General Meeting of Shareholders appointed KPMG Deutsche Treuhand-Gesellschaft AG, Bielefeld, as auditors of the accounts. The annual accounts for the fiscal year from October 1, 25, to September 3, 26, 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 audit opinion. The Wincor Nixdorf AG consolidated financial statements for the same year have been prepared under IFRS. The auditor has issued an unqualified audit opinion for the annual German GAAP accounts of Wincor Nixdorf AG and the consolidated IFRS financial statements of Wincor Nixdorf AG. The audit reports by KPMG Deutsche Treuhand-Gesellschaft AG Wirtschaftsprüfungsgesellschaft for the annual accounts and the consolidated financial statements were sent in a timely manner to all Supervisory Board members, together with the annual German GAAP accounts and the consolidated IFRS financial statements. The Audit Committee commenced its detailed review of the Company accounts and the consolidated financial statements at its meeting on November 3, 26, with the auditors in attendance. This was immediately followed by a comprehensive discussion of both sets of accounts by the complete 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 financial statements, the management report and the Group management report, we concurred with the results of the auditor s audit and approved the annual accounts and the consolidated financial statements at our meeting on Novem-
21 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 17 ber 3, 26, in accordance with the Audit Committee s recommendation issued the same day. As such, the annual accounts have been approved. We agreed with the proposal made by the Board of Directors regarding the appropriation of net income (profit available for distribution). The Supervisory Board also determined its proposed resolutions for the agenda of the Company s Annual General Meeting of Shareholders to be held on January 29, 27, 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 Hero Brahms, Walter Gunz and Prof. Walter Kröll continue up to the Annual General Meeting responsible for approving their actions for the fiscal year 27/28. The terms of office of the six employee representatives, those of Dr. Alexander Dibelius and Dr. Harald Wiedmann and my own term of office as Chairman of the Supervisory Board are due to expire at the end of the Annual General Meeting that will resolve a motion on the approval of our actions for the fiscal year 29/21. However, irre spective of my term of office, I informed the Supervisory Board at our meeting on November 8, 26, that for personal reasons I intended to step down as Chairman at the end of the next ordinary AGM on January 29, 27, and that a successor shall be appointed to replace me. At the same meeting, following a thorough discussion, the Supervisory Board adopted a resolution to propose Karl-Heinz Stiller for election as my replacement on the Supervisory Board. Mr. Stiller will step down from his current position as President and Chief Executive Officer of Wincor Nixdorf AG at the end of the next ordinary AGM and resign from the Board of Directors. After careful deliberation, the Supervisory Board unanimously agreed that his outstanding experi ence, understanding of the Company s operations and knowledge make him an ideal candidate for this office and that his election to the Supervisory Board would be in the acknowledged best interest of Wincor Nixdorf AG. It is these particular qualities of Karl-Heinz Stiller that led the Supervisory Board to propose his election. 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 under review. Paderborn, November 3, 26 Johannes P. Huth Chairman of the Supervisory Board
22 18 Wincor Nixdorf for Aldi Nord, Germany
23 Customer: Aldi Nord History: stretches back to the 194s Market position: leading hard discounter Business area: grocery retailing. Also significant non-food retailer Operations: 2,5 stores in Germany alone with additional markets in France, the Netherlands, Denmark, Belgium, Luxembourg, Portugal, Spain and the U.S. FULL GAS AHEAD FOR ALDI NORD. NOT ONLY WITH RETURNED EMPTIES. Speed has always been high on the list of priorities at Aldi Nord. Only a few retailers have grown more swiftly than the German food discount chain. Few turn their goods over faster and few demand such a response capability from their IT service providers. When Aldi Nord ordered reverse vending systems for its 2,5 German stores in November 25, the company sought nothing less than ultimate performance. It faced a May 1, 26 deadline to comply with a new German law requiring retailers to accept non-reusable bottles and cans. Wincor Nixdorf rose to the challenge, installing 2,48 reverse vending systems in a mere 49 working days, with a top performance of up to 71 stores in a single day. In a follow-up step, the company installed infrared readers to scan security labels based on the new standard. Aldi Nord was one of the first retailers to deploy the cutting-edge technology at the beginning of October 26. One of the biggest rollouts ever managed by Wincor Nixdorf had been preceded by large-scale development work. Initially, Aldi wanted the Revendo 7 reverse vending system to be made faster and then, in a next step, quieter. In order to generate higher revenue from the sale of the compressed bottles, the company also requested that material recognition technology be installed to differentiate between white and colored polyethylene terephthalate (PET) materials. Aldi assigned Wincor Nixdorf, its information technology partner of more than 2 years, the task of customizing all technologies to meet the retailer s specific requirements. The maxim at the Aldi Nord stores in Germany is the same for those in the Benelux countries as well as France, Spain and Denmark: Consumers should be able to buy top-quality groceries at bottom prices directly in their neighborhoods. With this strategy, the company s founders, the Albrecht brothers, established a small grocery business
24 2 Wincor Nixdorf for Aldi Nord, Germany in Essen after World War 2 and turned it into a global, highly respected discounter. In its home market, there s almost no escaping Aldi. More than 85 percent of German consumers shop at the company s huge nationwide chain of stores. Meanwhile, Aldi has become Germany s largest wine merchant. The Aldi principle is also reflected in the company s use of IT. The company s top quality at bottom prices strat egy means systems have to pay for themselves over their entire life cycles, and they have to be thin and efficient. In the 198s, Wincor Nixdorf manufactured cash terminals for Aldi at its plant in Paderborn. The system ran a DOS-based in-store software application, which, over the years, has been frequently adapted to cope with the new challenges of modern-day retailing. Even in those early days of collab-oration, Wincor Nixdorf and Aldi combined their resources to speed up the checkout process and reduce long lines. Faster, better, more integrated. Initially, prices for Aldi s range of products around 7 were entered without a decimal point. In the 199s prices were then replaced by three-digit numbers so-called price look-ups (PLUs). The company s steadily growing range of products eventually prompted the introduction of scanning in 23. Until then, scanners had always been slower than the cashiers nimble fingers. Aldi conducted an ergonomics and process study aimed at finding ways to improve checkout systems in terms of speed. Aldi checkouts became even faster and easier last year with the introduction of card terminals that customers can use for cashless payments. Wincor Nixdorf installed the terminals, ensuring a smooth flow of data right from the peripheral equipment to the servers run by the payment transactions company. More recently, Wincor Nixdorf ensured a smooth flow of data in connecting the Linux-based reverse vending systems to the checkout systems and also to the Wincor Nixdorf service infrastructure. From a remote location, all 2,48 Revendos are now being monitored, given software updates and actively maintained where required. All of these measures aim to keep Aldi in the fast lane.
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27 Wincor Nixdorf for Aldi Nord, Germany 23 MASS ROLLOUT WAS UNSETTLING BUT SUCCESSFUL. They were tempestuous and, at the end, very successful days for Heribert Stöcker, a Senior Project Manager at Wincor Nixdorf in Hilden, during a mass rollout of reverse vending systems. The painstaking planning of the installations in Aldi stores and the daily coordination of 35 technical teams and 35 logistics teams was one of the most strenuous tasks that he had ever taken on in his 28 years at Wincor Nixdorf. Sometimes we were really happy that we were able to work around the opening hours of the stores from 7 a.m. to 8 p.m., grinned Stöcker. Heribert Stöcker, Senior Project Manager, Wincor Nixdorf.
28 24 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile Wincor Nixdorf uses its know-how to transfer solutions between sectors Services available 24/7 around the globe Increasingly in charge of entire business processes Customer base includes 18 of the world s 25 largest banks, 17 of the world s 25 largest retailers 7, visitors at our showcase Wincor World trade event Widespread trend toward more self-service solutions helps to drive business COMPLETE SOLUTIONS FROM WINCOR NIXDORF: AUTOMATICALLY GOOD, EVERY TIME. Consumers come into contact with the striking logo with the red stripe in the middle on an almost daily basis: it adorns the ATMs in their bank, the customer display at their local store checkout or the reverse vending system in their supermarket. In post office branches, specialist systems facilitate the package acceptance process, while in lottery sales outlets, Wincor Nixdorf terminals process the tickets. What already appears to be a very diverse product range, however, is only the most visible part of a much wider proposition. Our capability lies not just in producing and supplying advanced IT systems but in delivering complete solutions comprising hardware, software and associated services which are tailored to the optimized design of processes in bank branches and retail outlets around the globe. As one of the world s leading providers of complete solutions, we help customers to streamline process costs and improve their service to consumers. We increasingly take a cross-sector view of the challenges facing our customers, using our expertise to provide comprehensive solutions for complex processes. To take just one example, our proposition for the optimization of cash processes is designed to improve the cash cycle at all cashpoints, including supermarket checkouts, safes and ATMs. We are therefore constructing a portfolio based on automated systems which simplify cash acceptance as early as at the supermarket checkout stage and software solutions that optimize cash logistics, thus ensuring the efficient, demanded management of cash cycles. In doing so, we employ our know-how from the banking and retail sectors and draw on our specific expertise in the fields of hardware, software and services.
29 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 25 IT SERVICES AROUND THE CLOCK, AROUND THE WORLD. The key requirement of customers is the guaranteed high availability (up-time) of their systems and solutions. Wincor Nixdorf s portfolio within this area is all-embracing, designed to meet customer needs with an extensive range of services spanning the entire value chain. We monitor customer systems around the world 24 hours a day via online links from our 26 customer centers. We offer traditional maintenance, remote fault rectification as well as software and network management and safeguard the security of our customers IT networks. Our technicians are stationed in close proximity to our customers in 26 countries. What is more, we supply over one million spare parts per year worldwide from our logistics centers spread around the globe. Banks are outsourcing the entire operation of their ATM networks, servers and PCs to us. In so doing, they are entrusting us with their cash management processes, assigning to us the task of managing processes they regard as non-core activities. In turn, we are able to reduce their costs and improve the availability of their systems. Our state-of-the-art eservices Platform enables complex service processes to be conducted with greater efficiency and speed. All systems are interconnected, including those that provide key services from Wincor Nixdorf and its partners as well as the customer s equipment and applications at head office locations, branches and stores. Within this electronically connected systems environment, equipment errors can be detected and classified automatically. Following this process, our response is initiated automatically, and the required service functions, such as the Customer Care Center (service desk), spare parts logistics or service technicians are alerted accordingly. CUSTOMER SEGMENTS AND THE SALES FUNCTION. In its various areas of business, Wincor Nixdorf enjoys longstanding relationships with well-known international customers including 18 of the world s 25 largest banks (based on market capitalization) and all of Europe s 25 largest financial institutions. In the retail sector, our customers include 17 of the world s top 25 retailers and 19 of the top 25 European retailers (based on sales revenue). Over the past years, we have been applying a highly focused game plan, which includes gaining momentum internationally, growing our in-house service capacity and software capability, and expanding our market share and profitability by significant margins. In Europe, we are the number two in ATMs and the market leader in programmable electronic point-of-sale systems. Worldwide, we hold the number three position in each of these markets.
30 26 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile Closeness to the Customer: a Business Model. We sell our products and services primarily through our own sales organization, as well as involving sales and cooperation partners. Our customer-led business model is characterized by a high degree of proximity to the customer. We apply this model via our own subsidiaries in 34 countries and have an overall market presence in more than 9 countries. BANKING. With its comprehensive range of standardization and automation solutions, Wincor Nixdorf is able to cover the entire branch process chain from analysis and design through implementation of products and services and their operation. Our Branch Optimizer analysis software, developed in-house, simulates and analyzes the transfer of branch transaction processes to self-service systems, ultimately resulting in greater efficiency and profitability. We design intelligent, multifunctional concepts consistent with the new in-store designs implemented by many banks at branch level. We offer retail banks complete solutions for the optimization and automation of their branch-level business processes. Increasingly, these involve the provision of software and services. Furthermore, Wincor Nixdorf has developed particular expertise in combining these with hardware solutions to enable it to deploy complete solutions that meet the specific needs of bank branches. Optimizing Branch Processes. Bank branches remain an essential sales channel. They guarantee a bank direct, personal contact with its customers and enable it to react quickly and flexibly to individual customer needs. Integrated processes and services improve their bottom line, with standard transactions increasingly migrating to self-service. Systems for all Cash Movements. Wincor Nixdorf is one of the few providers of self-service and automation solutions covering all activities in branch banking. Our portfolio ranges from ATMs with a wide variety of features to intelligent deposit and cash recycling systems, which use deposited cash for withdrawals. Customers can conduct banking and stock market transactions on our transaction terminals. Additional products include specialist account passbook printers and bank statement printers. These systems are also being used increasingly by public-sector organizations, large corporations and in the health industry to simplify standard processes and improve customer service, while reducing costs.
31 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 27 Cash Management. Increasingly, there is a requirement for solutions that enable entire business processes to be managed in a fully integrated manner. Through cash management, banks seek to optimize cash levels in ATMs, checkouts and safes in order to avoid interest losses, ensure the fluid operation of cashpoints and optimize their cash logistics. Wincor Nixdorf brings clarity to branch-level cash flows, helping to optimize the cash transportation process. ATMs capable of recycling cash shorten the cash cycle from the outset. We are also developing software solutions capable of pinpointing the most efficient replenishment intervals for ATMs and automated teller safes. In this way, cash handling and logistics costs are reined back, without compromising availability, and interest expenses reduced. Security for Self-Service Systems. Wincor Nixdorf has developed a comprehensive security concept for IT environments in retail banking. Our solution is based on the four pillars: product security, process security, personal security and facility security. This approach involves combining innovative base technologies. We offer solutions for the distribution of electronic keys, optimize cash logistics, provide anti-virus protection for IT networks and guarantee secure data communications and anti-fraud protection for our systems. We use our know-how in the field of image recognition to improve anti-fraud protection in self-service environments and are also increasingly integrating intelligent video surveillance systems into our customers IT environments. Multivendor and Multichannel. In recognition of the fact that retail bank networks are often made up of systems produced by more than one manufacturer, Wincor Nixdorf has developed a software platform which ensures that all systems connected to the network can be controlled using a single software application. We help retail banks optimize cost structures across a wide range of sales channels and manage the process from beginning to end. Our ProClassic/Enterprise software platform allows products from different vendors to be run via a single, uniform architecture. Adjustments and feature add-ons can be managed centrally, thus lowering the total cost of ownership and allowing greater flexibility in developing new functions. RETAIL. Faced with considerable price and operational pressures, retailers are increasingly looking to cost efficiencies, improved service and new products to differentiate themselves from their competitors. Retailers are responding to the challenges they face by automating outlet process chains and migrating them to self-service systems. Wincor Nixdorf has designed its portfolio around the store processes of retailers operating within the global arena. It ranges from sales point solutions such as checkout systems to standardized, internationally deployable payment terminals and the handling of cashless payment flows.
32 28 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile We support the increasing trend toward automation and process migration to self-service with solutions such as self-checkout systems, enabling customers to handle the checkout process themselves. Our automation technologies also include reverse vending systems, mobile data-recording equipment, kiosk systems, electronic advertising displays and electronic shelf labels. We are expanding our retail cash management portfolio to cover the entire cash-handling process chain, with the purpose of optimizing such procedures from the checkout to the bank credit note. With its PC-based, open-systems architecture, our family of modular, scalable BEETLE/EPOS (electronic point-ofsale) systems forms a fundamental part of our product range. Comprehensive Software Portfolio for Retailers. Wincor Nixdorf supplies an internationally deployable software platform for the management of processes in retail stores. Our TP.net and TPLinux store solutions can be used with a wide range of checkout concepts from traditional stationary checkout systems to mobile scanning to integrate branch-level IT and therefore reduce costs. We also supply software solutions enabling the management of a wide range of terminals, plus software applications allowing the centralized analysis of many types of transactions. Our portfolio is designed to facilitate the seamless integration of IT infrastructure and business processes. We also ensure that our software can be adapted to local conditions in a simple, straightforward manner, thus guaranteeing product availability around the globe and locally delivered expertise in each country in which our products are sold. We are active in IT and business consulting in a number of countries, with an emphasis on SAP. EXPANSION INTO RELATED SECTORS. Wincor Nixdorf s extensive know-how acquired over many years in the banking and retail sectors is also in increasing demand in other sectors, such as postal and lottery companies, service stations and catering businesses. We will to convert this demand into further growth potential. Know-how Transfer to Postal Service Companies. The full-coverage branch networks of postal service enterprises, similar to those of banks and retailers, offer Wincor Nixdorf an opportunity to take customer processes that lend themselves to the self-service model, automate them and migrate them from the counter to self-service systems. We offer self-service systems such as ATMs with added functionality, such as the capability to issue postage stamps and weigh packages. In the area of counter systems, we offer specially adapted epos systems and peripherals, such as scanners and weighing scales.
33 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 29 Solutions for Lotteries, Service Stations and Hospitality Chains. The Wincor Nixdorf portfolio includes complete in-store solutions for service stations, terminals for lottery sales outlets and epos systems for catering businesses. A number of service station operators now use sophisticated epos systems, running software such as NAMOS compact, which can be used to monitor pumps and control car wash equipment. For lottery companies, we offer a modular family of products such as sales terminals and software components to meet the widest possible variety of requirements around the world, from lottery chains in Germany to gaming companies in Asia. As is the case with hospitality products for canteens, hotels, pubs, restaurants and leisure parks, selfservice terminals are now widely used in the lottery sector, allowing players to enter their numbers or waiters to type in table orders, as the case may be. The products offered to these sectors are mainly based on our BEETLE family of epos products used in the retail industry. TRADE SHOW FOR RETAIL BANKING AND RETAILERS. Taking place at the beginning of each year, Wincor World has established itself as an event of international repute. It provides a platform for experts from the banking and retail sectors to find out about the latest solutions for optimizing business processes. At the same time, they can take advantage of the chance to meet with their industry counterparts. Its mixture of exhibition space and accompanying presentations and symposia makes Wincor World a highly informative and attractive event. On the one hand, visitors are given a broad overview of the latest solutions and IT services, on the other hand, they are able to learn from the practical experience of others. Customers can discuss the use and integration of IT solutions in their business processes with other customers, with company experts and with independent consultants. Around 6% of the 7, visitors to Wincor World 26 came from outside Germany, while 7 well-known companies participated as partners.
34 3 Wincor Nixdorf for ABN AMRO, Netherlands
35 Customer: ABN AMRO Founded: 1824 Market position: one of the leading banks in Europe Operations: asset management and transaction banking, global markets Locations: more than 4,5 branches in 53 countries Employ ees: more than 11, Total Assets: 999 billion (as of September 3, 26) OUTSOURCING AT ITS BEST: WINCOR NIXDORF TAKES OVER CASH CYCLE MANAGEMENT FOR ABN AMRO. BN AMRO had been planning for some time to concen- on its core competencies. In fact, the Dutch bank Atrate had already set its goals: to offer better service, improve quality and reduce costs. As to how to achieve these goals, the bank and Wincor Nixdorf reviewed all supporting functions. Before making any decisions, ABN AMRO believed a comprehensive review of the situation was essential to ensure that if the bank opted to outsource certain tasks, then it should do so only from a position of strength. ABN AMRO didn t want to deal with the topic if it meant solving a problem as is the case with many outsourcing decisions, says Frans Woelders, Executive Vice President of Services Operations at ABN AMRO in the Netherlands. The ultimate goal was to improve all business processes in the long term and consequently further improve client satisfaction. Potential areas of improvement. Areas where ABN AMRO saw opportunities for improvement were self-service and cash supply, especially the per service costs associated with transporting money securely, system availability, staff relief and cash levels in Automated Teller Machines (ATMs). All these areas seem predestined for outsourcing. The decision in favor of Wincor Nixdorf was no coincidence. Both the bank and German IT company have maintained business relations for years. Wincor Nixdorf is a key software supplier and recently impressed the bank with the successful conversion from mono- to multifunctional ATMs. These previous dealings helped establish a trustful basis for the two partners to embark on a new project. 2, ATMs need to run smoothly. Following an intensive definition of the project, ABN AMRO was convinced of Wincor Nixdorf s outsourcing capabilities. In the summer of 25, it awarded a contract to take over and operate its more than 2, ATMs and other self-service terminals in the Netherlands. At the heart of the service contract is cash cycle management, which involves providing cash to self-service terminals and the bank branches. Wincor Nixdorf serves as prime contractor and trusted partner for the contract. Frans Woelders, Executive Vice President Services Operations, ABN AMRO.
36 32 Wincor Nixdorf for ABN AMRO, Netherlands Optimal availability. Among the most important tasks of the project are the monitoring and controlling of the systems over the network, upgrading software and early detecting and resolving of problems. As such, Wincor Nixdorf is not only able to ensure an optimal supply of cash but also prevent remotely costly trips by local support staff to correct faults. Responsibility for the cash cycle management also includes planning necessary cash levels and monitoring them online as well as filling ATMs and providing cash to branch offices. All these measures are aimed at reducing costs. Transport cash is being performed under the management role of Wincor Nixdorf. Less is more: Concentration on the core business. ABN AMRO expects to gain more efficiency from its decision to outsource its ATM and other self-service terminal activities in the Netherlands. Not only that, by transferring cash cycle management to Wincor Nixdorf, the Netherlands largest business bank has finally freed itself of tasks that are not part of its core business. As a result, it can provide more customer service. The contract, on the other hand, allows Wincor Nixdorf, as a provider of outsourcing services, to establish itself in the area of cash cycle management. eedless to say, the outsourcing task is challenging, N even for a specialist with years of experience, especially when considering ABN AMRO s enormous terminal park: 1,5 mono- and multifunctional ATM s from various vendors in nearly 6 locations, with roughly one third of them outside of branches. In addition, the bank operates more than 1,7 self-service systems, nearly 1,1 of which are chip card terminals. Approximately 12 million transactions are processed yearly by the ATMs. Not surprisingly, reliability is an absolute must. We are now able to guarantee our customers a very high level of device availability in a very cost-efficient way, says ABN AMRO manager Frans Woelders. This availability covers not only hardware and software but also cash; it can only be guaranteed in this combination by Wincor Nixdorf.
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39 Wincor Nixdorf for ABN AMRO, Netherlands 35 HUGE CHALLENGES OFFER GREAT OPPORTUNITIES. Mario Koevoets likes challenges. So it was no surprise that the Dutch manager jumped at the opportunity to steer Wincor Nixdorf into uncharted waters with a contract from ABN AMRO to take over not only the operation of its self-service devices but also its entire cash chain. This was the first time a bank decided to outsource its complete cash chain, says Mario Koevoets, Business Unit Manager Services. It was a huge challenge but also a great opportunity. After receiving extensive support from Wincor Nixdorf headquarters, Koevoets and his team took over full responsibility for the ABN AMRO outsourcing account, one of the company s largest ever. Mario Koevoets, Business Unit Manager Services, Wincor Nixdorf.
40 36 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile Innovation strongly driven by customer needs and technical progress Steady focus on consumer service and business streamlining Wincor Nixdorf increasingly supports customers entire process chains Improved security network links Trend toward cross-sector convergence solutions Customers inspired by optimization of IT services processes Successful cooperation between global production sites INTELLIGENT CONNECTIONS AT ALL LEVELS. Our development processes are defined essentially by our customers requirements and the advancement of technology. Our key customer groups banks and retailers are faced with almost identical challenges in terms of globalization, increasing competition and ever-growing cost pressures. As a result, the demands they make on their own IT systems are equally high. There is an ongoing drive to streamline processes and procedures in both sectors. Wincor Nixdorf supports this development through innovative products, solutions and IT services that manage not only individual business processes but, increasingly, entire process chains as well. More and more, banks and retailers are responding to future demands by implementing processes that are becoming increasingly similar in the type of technology they use. This process of convergence presents us with tremendous opportunities in a number of different fields, drawing on our technological strengths in areas such as self-service, cash deposit and recycling solutions as well as in the field of net-centric software architectures. System availability is another of our customers major requirements. With a view to increasing availability rates and, at the same time, optimizing our own processes, we have made further
41 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 37 improvements in serviceability, enabling, for instance, our solutions to be maintained and supported faster and more efficiently. Our innovation strategy is geared at all times to the business processes of our customers. Our fundamental approach to research and development is to focus, within defined limits, on a number of specific areas with potential for innovation. The results are then used to ensure the continuous improvement of customer processes. Intelligent Deposit. One key area of innovation is our ongoing development work on intelligent deposits. Examples include intelligent cash and check deposits and the automated handling of returned empties (reverse vending) in the retail sector. Our banking solution verifies checks and cash for authenticity using the latest high-precision image processing technology and can automate the entire account-entry process, thus eliminating the need for further manual processing of cash and checks. We have already initiated a program to transfer this technology to the area of front-office operations, where automated check processing is considered an equally viable solution. Net-centric Software. Net-centric software is used to help our customers in banking and retail further reduce their costs over entire installed lifetimes (total cost of ownership). Under this approach, the software is installed on a central server, avoiding the need to store the entire program on each ATM or epos system and thus reducing costs for both software distribution and maintenance. Additional functions can be added to net-centric software, allowing it to be deployed in other sectors such as postal service organizations and service stations. We are also working on the development of tried-and-tested components from the selfservice field for use in the counter/checkout environment. Monitoring and Control of Customer Systems. Another key area of innovation is the development of solutions for monitoring and controlling systems at our customers premises. As a service provider, we design our solutions to reflect the processes in retail and business environments as closely as possible and to highlight the operational status of all network-based systems at any time. For instance, our solutions manage and control product platforms using specific diagnostic functions; they report on the operating status of equipment and monitor entire business processes within multi-vendor networks. They can even take over full operational management under an outsourcing model.
42 38 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile Cash Management. In the area of cash management, our aim is to optimize the cash cycle across the whole spectrum of cash transaction points in banks and retail stores, ranging from checkouts and safes to ATMs. With their cash recycling facility, our ATMs are designed to streamline the cycle right from the outset. We are also developing software solutions using mathematical optimization models that are able to identify the ideal replenishment intervals for ATMs and automated teller safes. In this way, we are able to achieve a reduction in our customers cash logistics costs without compromising availability, while at the same time downscaling interest expenses. In the long term, we aim to combine new hardware and software solutions with intelligent IT services to develop a cross-industry cash management model that will make cash circulation as efficient, local and demand-led as possible. We refer to this development as closed-loop cash cycles. Security. Security is the overriding issue for all our customers. We are working to pull together innovative base technologies in an intelligent way. Our aim is to further improve existing concepts such as the distribution of electronic keys to optimize cash logistics, anti-virus protection for IT networks, secure data communications and anti-fraud protection for our systems and solutions and to develop new security products. We are increasingly integrating video monitoring systems into our customers IT environments, drawing on our expertise in the image recognition field to improve anti-fraud protection in the field of self-service technology.
43 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 39 Serviceability. Our project to improve serviceability covers a wide range of issues and offers benefits for our own processes as well as those of our customers. By developing a system to gather, process and analyze detailed information about each system s components and status, we can control service processes more efficiently, carry out preventive servicing and plan the most effective maintenance schedule. Some 79 specialists are working on the implementation of this innovative strategy at our seven development centers in Germany, Burgdorf (Switzerland), Singapore, Jakarta, Shanghai and Boston. Our core competences are mechatronics, the development of embedded software, platform and application software, and image recognition. We also gain access to valuable know-how from our carefully selected partnerships with other leading organizations carrying out fundamental research in the technology field. All these research and development activities form part of the entire Group s efforts to lower production costs. By ensuring it has all necessary information about suppliers processes, the purchasing department is able to identify the most suitable method of production and thus improve the overall competitive position.
44 4 Wincor Nixdorf for Banca Intesa, Italy
45 Customer: Banca Intesa History: established in 1998 following the integration of Banco Cariplo and Banco Ambrosiano Veneto, with Banca Commerciale Italiana joining in 1999 Market position: ranked first in Italy in several categories with more than 28 billion in assets Business area: banking, investments and finance services for consumers and businesses Operations: serves approximately 13.8 million customers through a network of around 4,4 branches in Italy and abroad BANCA INTESA IS ALWAYS OPEN FOR CHECKS, CASH AND MORE SERVICE. anca Intesa, one of Italy s largest banking groups, is B delivering what its busy customers increasingly seek: more around-the-clock, flexible service. After being established through the merger of Banco Ambrosiano Veneto and Cariplo in 1998 and expanding later with the integration of Banca Commerciale Italiana, the bank has embarked on a program to redesign its branch operations. The goal: to create a banking environment where customers can easily and conveniently manage their banking tasks with new state-of-the-art self-service systems and where services at the counter are shifted from teller to seller in a move to offer greater consulting support. More customer satisfaction. Delivered fully automatically. The thrust of our new branch design program is to achieve higher customer satisfaction by offering banking services 24 hours a day, 7 days a week, 365 days a year and by reducing time-consuming queues, says Mario Giordani, Application Service Division Manager at Banca Intesa. Self-service technology allows customers to handle many of their basic banking tasks on their own, such as cash withdrawals, statement printouts and payments, and equally important to perform all these tasks whenever they like. Customers entering a branch with their own card are identified and have immediate access to services, says Giordani. In this way, we reduce queues, and thanks to an extensive use of self-service terminals for deposit transactions, our staff is free to offer greater service. For customers unfamil iar with the self-service terminals, our greeter helps them get started. Italians love their checks. In a country where checks are still a popular means of payment for goods and services, Banca Intesa selected Wincor Nixdorf s ProCash 31xe system with its unique Cash/Check Deposit Module (CCDM). In addition to withdrawing cash, the system allows customers to deposit cash in bundles up to 4 banknotes and also checks in bundles up to 5. Mario Giordani, Application Service Division Manager, Banca Intesa.
46 42 Wincor Nixdorf for Banca Intesa, Italy Banca Intesa has been the first bank in Italy to offer customers an automated cash-in/cash-out and checkin service. Checks are still popular in Italy, says Giordani. With Wincor Nixdorf technology, we are able to meet a customer requirement to provide this combined cash and check deposit service and to do so around the clock through a self-service terminal. Customers can deposit a bundle of checks into the ProCash 31xe. Each check is scanned by the system, which then asks customers to confirm the transaction. The same process is used for banknotes. The terminal is designed to detect counterfeit banknotes. This security feature meets all fraud detection requirements of the European Central Bank. Modernization of the branch network will continue. The fact that Wincor Nixdorf was able to tailor the ProCash 31xe systems to meet the requirements of Banca Intesa was another key reason for selecting us, in addition to our compliance with European Central Bank counterfeit banknote detection regulations, says Giuseppe Galleri, Account Manager at Wincor Nixdorf s Italian subsidiary. After conducting its own tests on the ProCash 31xe and seeking the opinion of selected customers, the bank installed the terminal with its unique CCDM feature in 48 redesigned branches. Nearly 17 additional branches will be modernized and equipped with the technology this year. We ll continue to expand the number of branches with the new model, says Giordani, referring to the bank s five-year branch modernization program. We believe that more people in the future will use direct channels to the bank, including self-service terminals like Wincor Nixdorf s ProCash, Internet banking and call centers. To date, a significant number of bank and check deposit transactions in the newly redesigned branches have been migrated from traditional teller stations to the selfservice area and more than a quarter of the deposit transactions are made outside business hours.
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49 Wincor Nixdorf for Banca Intesa, Italy 45 COMMITMENT RISES WITH CHASE TO CATCH UP. From to 1 in twelve weeks! For Giuseppe Galleri, Wincor Nixdorf s Account Manager for Banca Intesa, the starting situation can be explained very quickly: We had absolutely no familiarity with the customer s software environment. But that changed completely within three months. The team worked around the clock, testing software and processes, regardless of hours and often even family commitments, Mr. Galleri remembers. Now the project is moving into its next phase at the bank. The goal is to improve both customer loyalty and the system s design by expanding the software, and to make new functions such as advertising available at the ATM. Giuseppe Galleri, Account Manager, Wincor Nixdorf.
50 46 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile Focus on environment, workforce and society Sustainable development with an international perspective Preventing climate change by lowering CO 2 emissions Closed life cycles for all product components Training and support for Wincor Nixdorf staff at all levels Developing solutions for the disabled Active exchange with scientific institutions WINCOR NIXDORF AS A GLOBAL PLAYER. Through the actions of its workforce and the impact of its products and services, Wincor Nixdorf s activities within the business arena inevitably involve the Company in a range of global, social and sociopolitical issues. We firmly believe that our continued success within this complex system depends on our adopting a sustainable approach to business. For us, that means achieving a balance between economic, environmental and social objectives one that is indispensable if we wish to enjoy the confidence of the public over the long term. Success and wider acceptance by the society in which we operate depend in turn on creating something of value value that cannot be achieved through activities that generate today s profits by exploiting resources on which future generations may depend. At Wincor Nixdorf, sustainability means economic growth that is accompanied by a commitment to protect our environment, foster the aspirations of our workforce and translate our social responsibility into positive action. CARING FOR THE ENVIRONMENT. Protecting the environment is part of our social responsibility. It is a key element of our business strategy which aims to promote long-term growth in enterprise value. We want to make a positive contribution to a secure and sustainable future by improving our own environmental performance and encouraging our staff, suppliers, and customers to do the same. The optimization and development of our processes and organizational structure lie at the center of our endeavors. Our aim is to manufacture our products as safely as possible, using a minimum of resources. Environmental Management Systems. Wincor Nixdorf has implemented an environmental management system that is regularly audited by the German Association for the Certification of Management Systems (DQS) in line with DIN EN ISO 141. We use this system to implement our environmental policies and to optimize all our pro cesses with a view to improving the environmental performance of our company.
51 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 47 Reducing Emissions of Climate-changing Substances. Under the terms of the Kyoto Protocol, the EU is obliged to reduce its emissions of climate-changing substances. To help achieve this goal, we have been running a modern cogeneration plant at our Paderborn site for some years. The plant is based on combined heat and power (CHP) and saves around 5, tons of CO 2 per year. We are also involved in emissions trading. Compliance with Statutory Environmental Protection Regulations. A key aspect of our environmental activity is for example the implementation of European Directives on the return and disposal of Waste Electrical and Electronic Equipment (WEEE) and the restricted use of certain environmentally hazardous substances in new electronic equipment (RoHS). In the year under review, we made considerable efforts to implement as quickly as possible a series of measures that will help protect the environment. Sustainable Products. Our responsibility to the environment applies not only to the production process but also to the entire life cycle of our products from development and production to operation and, ultimately, recycling. Right at the development stage we make every effort to manufacture products with a long life cycle, avoid the use of damaging substances, reduce the number of materials used, and, wherever possible, recycle them. To the extent that decommissioned machines or devices cannot be reused as complete systems, we aim to remove components and assemblies in order to reuse them as spare parts FOCUS ON PEOPLE. Last year saw an increase in the number of employees who represent Wincor Nixdorf in its dealings with customers and business partners. The company now enjoys the support of around 7,8 employees based in every continent, and it is the sum of their individual efforts that underlies our success. That is why we regard the support and development of our human resources as a key investment in our future. Staff Development Attracting the Most Talented People. It is the expertise, creativity and commitment of our employees that largely determine the Company s success. Wincor Nixdorf invests in the training of young people to ensure that it can continue to attract the best-qualified new entrants into the profession at every level of the Company. It is equally vital to offer ongoing training and development opportunities to ensure that employees have the skills to carry out their current duties and to qualify them for new challenges. Wherever possible, we prefer to fill management positions with skilled personnel from within our own ranks. This allows us to make efficient use of the know-how available within the Group. To achieve this objective, we have successfully expanded our international Young Professionals staff development program, which prepares employees over the medium term for management positions.
52 48 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile We are maintaining our Peer Group program in order to encourage exchanges between employees in different areas of the Company. The program makes it possible for employees involved in a range of activities to meet and share the expertise they have gained across the entire Company and to jointly develop their management skills and techniques. Employee Benefits. Individual performance and business success are the key factors that determine the Wincor Nixdorf staff remuneration policy. We have adopted a variable, performance-based remuneration scheme that allows staff to benefit from our success, while increasing motiv ation and encouraging employees to identify with the Company. This allows employees to increase their contractually agreed individual incomes per annum. In consultation with staff representatives, we have converted the current mixture of company pension schemes of some 2,5 Wincor Nixdorf International GmbH employees to a new and uniform system. This new system reflects changing demographic trends and establishes a balance between Wincor Nixdorf s social security payments as an employer and its economic potential. By setting up a pension fund (Contractual Trust Arrange ment, CTA) in Germany, we have been able to provide an even greater degree of security to cover our post-employment obligations. Wide-ranging Dialog with Employees and the Public. Intensive communication generates trust, heightens transparency and acts as a vehicle for the transfer of knowledge. For this reason, we believe it is important to communicate openly and frequently both within and outside the organization. Internally, among others, we place tremendous importance on making information available promptly to all employees throughout the organization. For this reason, and also to exchange information between ourselves, we decided to revise and restructure the Company s intranet during the year under review. In order to optimize internal communications and training processes across the entire Group, we also introduced the concept of live e-training. Colleagues from different countries can meet in virtual groups to hold joint online conferences or courses and at the same time exchange knowledge and information. The last fiscal year also saw a particular effort to consolidate and expand our communications with the public. To achieve this, we make use of a wide range of information channels at international level: we publish in online and offline media, provide appropriate press releases to journalists worldwide and ensure that we are actively represented at trade fairs and seminars. We make full use of our extensive global sales organization to conduct an open dialog with customers, including special business events where we promote an ongoing exchange of information and experiences. Some of these
53 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 49 are organized by the Company itself, such as the international Wincor World trade fair, our International Management Seminar and the international Retail Banking Conference, which is run in collaboration with the Börsen- Zeitung journal. Along with a number of other specialist banking conferences, these events have become an established part of our customer communication activities. SOCIAL RESPONSIBILITY. be operated from a wheelchair. Wincor Nixdorf has received several awards for its work in this field, including the German Design Award presented by the Federal Ministry of Economics and Technology. In collaboration with the German Society for the Blind and Visually Impaired (DBSV), we aim to design all our ATMs in such a way that blind and visually impaired customers can easily perform their own cash transactions using self-service systems. This, of course, involves complying with international standards on ergonomics and other design issues. To be successful, Wincor Nixdorf must establish a close rapport with its workforce and partners throughout the world. For this reason, wherever we establish a presence, we endeavor to be a reliable partner and an attractive employer committed to our social responsibilities. This responsibility comprises maintaining a dialog with universities as well as academic and research institutions. We make considerable efforts to accommodate the special needs of those with physical disabilities, and we strive to implement solutions that will make our products accessible to them. Design for the Disabled. When designing products and systems, we ensure that they are both functional and suitable for the disabled. Example banking: With our technology, disabled people are able to manage their banking tasks independently thanks to ergonomically designed keys and controls, voice-driven menu controls, large-sized numeric keys with special embossed characters, and ATMs that can Collaboration with Academic Institutions. We support young academics and scientists with a variety of initiatives and projects. Working together with universities and colleges, we conduct a range of studies and ensure that we have access to the latest research in our field by awarding dissertation places, student grants and intern schemes, and by engaging in direct interaction with the academic and scientific community. We provide selected institutions with support in the form of hardware and software. Furthermore, our expert speakers give lectures and seminars at various university faculties. Some of the most outstanding examples of our work with academic institutions involve our long-standing link to the Heinz Nixdorf Institute at Paderborn University and other Universities of Applied Sciences throughout the region in the field of mechatronics, and to the Fraunhofer Institute in the development of technologies aimed at increasing ATM security.
54 5 Wincor Nixdorf for Wells Fargo, USA
55 Customer: Wells Fargo History: launched in 1852 as a provider of transportation and financial services in the American West Market position: ranked fifth in the U.S. with US$5 billion in assets Business area: banking, insurance, investments, mortgage and consumer finance services Operations: offers services to more than 23 million customers through 6,2 stores, the Internet and other distribution channels across North America and elsewhere internationally Employees: 154, DEPOSITING CHECKS AND CASH VIA SELF-SERVICE AT WELLS FARGO. Wells Fargo has a tradition of innovative customer service that goes back to its founding in 1852 as a provider of transportation and financial services in the American West. Perhaps no recent effort better exemplifies that tradition than the bank s launch of envelope-free ATM deposits. The nation s third-largest retail bank, Wells Fargo, has embarked on an ambitious plan to significantly improve customer service by making envelopes for check and cash deposits a thing of the past. In a first step, completed in November of this year, the bank converted 4 ATMs in northern California into new envelope-free ATMs using technology provided by Wincor Nixdorf. Its vision includes equipping all 6,6 of its ATMs with envelope-free technology. More security and a better feeling. The benefits to Wells Fargo customers are greater convenience and increased confidence in their ATM deposits. With the envelope-free ATM, we are able to give customers instant access to their cash deposits and a later cutoff time for their check deposits, while the check images on the ATM screen and the receipt provide additional assurance that the bank has received their deposit, says Jonathan Velline, Senior Vice President and head of Wells Fargo s ATM Banking division. Customers simply insert their checks or bills in one stack into the ATM, and the system does the rest it scans the front and back of each check or bill, reads and shows the amount, does the math and presents the customer with a summary of their deposit. Jonathan Velline, Senior Vice President and head of Wells Fargo's ATM Banking division.
56 52 Wincor Nixdorf for Wells Fargo, USA ustomers can request a receipt with a tiny picture of C the scanned check or a traditional receipt listing each amount, as well as an itemized listing by denomination of bills deposited. Authenticated bills are immediately credited to customers accounts. Savings on the cost of processing ATM envelopes helps fund the improvements in customer service. Bundled deposits preferred. Wells Fargo conducted a six-month pilot of 6 envelope-free ATMs from three vendors, evaluating the systems according to reliability, performance and acceptance by customers and employees alike. In the end, the bank s customers told Wells Fargo that they preferred the bulk check accepter, which only Wincor could provide, says Bill Raymond, Account Executive for Wells Fargo at Wincor Nixdorf. Our machine provides a single input slot for checks or banknotes; rival systems have separate inserts for each. And while ours takes many checks in a bundle, the others take only one check at a time. The Wincor Nixdorf ProCash family of envelope-free ATMs featuring the Cash and Check Deposit Module (CCDM) is designed to accept up to 5 checks or banknotes in a single transaction. Customized Application and Interface. Wells Fargo paid particular attention to developing a customized envelope-free ATM interface as part of the bank s Web-enabled ATM application. The application combines Wells Fargo proprietary software and Wincor s Pro Topas on a Windowsbased TCP/IP ATM. Wells Fargo was one of the first banks in the U.S. to Web-enable its complete network of ATMs, says Raymond. The bank has focused significant attention on designing customer-friendly interfaces. That attention to detail is also reflected in ATM screens that Wells Fargo developed to guide its customers through the envelope-free deposit transaction. incor Nixdorf is not only delivering the envelopefree ATMs but also providing maintenance support W on the ground. Since October 25, the company has had its own team of local technicians maintaining an installed base of over 1,2 ATMs at Wells Fargo. Wincor Nixdorf has invested heavily to grow the service organization and provide the tools necessary to deliver world-class service, and remains committed to building an organization that will cover the entire U.S. and establish Wincor Nixdorf as a leader in service quality ATMs continue to be a critical service channel, with customers performing as many transactions at these machines as they do with our tellers, says Velline. We recognize the need to continually invest in our ATM network and to provide our customers with the best level of service we can.
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59 Wincor Nixdorf for Wells Fargo, USA 55 MAKE IT SIMPLE. EVEN IF IT ISN T SIMPLE. Shawn Smothers has a relationship with Wells Fargo that spans more than 16 years. Having supported the bank with numerous solutions from other companies, Smothers joined Wincor Nixdorf in November 23 as Wells Fargo project manager. He oversees the installation of envelope-free ATMs at Wells Fargo in his role as a senior project manager. Wells Fargo is a customer with very high expectations, both for themselves and for their partners, Shawn notes. The environment is demanding, but it is rewarding to work with such a high caliber team. There is a special satisfaction that comes from delivering successfully to a customer with such high standards. Shawn Smothers, Project Manager, Wincor Nixdorf.
60 56 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile DECLARATION BY THE BOARD OF DIRECTORS. The Board of Directors of Wincor Nixdorf Aktiengesellschaft, Paderborn, is responsible for compiling the consolidated financial statements and the Group management report. The consolidated financial statements have been compiled in accordance with German Accepted Accounting Principles and International Financial Reporting Standards (IFRS). The Group management report is consistent with the consolidated financial statements. Reporting conformity and compliance with statutory requirements are ensured at the instruction of the Board of Directors through the establishment of effective internal control systems within the entities included in the consolidated financial statements. In addition, training and education initiatives ensure that the employees responsible for these activities are able to fulfill the requirements made of them. The observance of directives and regulations and the reliability and proper functioning of control systems are subject to continuous checks performed by means of internal auditing. Together with reporting procedures that are conducted in accordance with uniform directives across the Group, these measures ensure that the numeric depiction of business activity corresponds to the entity s actual circumstances and that the Board of Directors is in a position to identify changes in business and financial performance, as well as any resultant risks to the Company s asset and financing positions, at an early stage. The risk management systems established for use within the Group ensure, in accordance with legal requirements, that developments potentially able to pose a risk to the continued existence of Wincor Nixdorf Aktiengesellschaft and the Wincor Nixdorf Group are identified in good time and that corrective action can be taken where relevant. This also creates the basis for accurate information in the consolidated financial statements and Group management report, including the separate company accounts that they contain. The Board of Directors is committed to the goal of continuously increasing the value of Wincor Nixdorf. The Group is managed and run under the principles of sustainable business management in the interests of shareholders and in awareness of its responsibility to employees, society and the environment in all countries in which Wincor Nixdorf operates. The Board of Directors and the Supervisory Board of the Company have passed a joint declaration of compliance, pursuant to Article 161 of the German Stock Corporation Act, with the recommendations of the German Corporate Governance Code. The consolidated financial statements and Group management report have been audited by KPMG Deutsche Treuhand- Gesellschaft Aktiengesellschaft in accordance with the resolution passed by the Annual General Meeting of Shareholders and the instructions issued by the Supervisory Board. The consolidated financial statements, the Group management report and the auditor s report were discussed in detail by the Supervisory Board s Finance Committee, with the auditors in attendance. The Supervisory Board s report contains details of the outcome of these deliberations. KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft has issued an unqualified audit opinion. The Board of Directors of Wincor Nixdorf Aktiengesellschaft
61 CONTENT MANAGEMENT REPORT. Company Profile Management and Control of the Company by the Board of Directors and the Supervisory Board Strategy, Targets and Value Management at Wincor Nixdorf Achieving Sustained Growth in Value Business Environment Group Business Performance Net Sales Regional Performance Performance by Business Stream... 7 Costs Profit Dividend Segment Performance Banking Segment Retail Segment Acquisitions Capital Investments Performance, Financial Position and Assets Research & Development Purchasing and Logistics Employees Risk Report... 9 Events after the Balance Sheet Date Future Perspectives... 94
62 58 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile WINCOR NIXDORF AG GROUP MANAGEMENT REPORT. COMPANY PROFILE. Wincor Nixdorf Group ( Wincor Nixdorf or the Group ) is one of the leading global providers of IT solutions for retail banking and the retail sector. Our head office and much of our production are based in Germany. At the same time, Wincor Nixdorf is a truly international organization. Our overseas business has grown consistently in recent years and now accounts for about 7% of our net sales. The Group is represented in more than 9 countries. In 34 of these, we have our own subsidiaries. Key production sites are located in Paderborn, Singapore and Shanghai. Our comprehensive services and sales network allows us to manage our operations in the major overseas markets efficiently and successfully. Our products and solutions are geared toward optimizing the business processes of our customers in the branch networks of the banking and retail sectors. Within this context, one of our prime objectives is to offer customers best-in-class solutions irrespective of where they are located around the globe. Our product portfolio comprises hardware, software, consultancy and IT services. The main focus of our products is on reducing the costs and complexity of business processes and providing the best possible service. At the same time, we ensure that our products can be easily integrated into the existing IT and data structures of the target company as a whole. We view our greatest strength in being able to offer networked solutions that cover entire business processes. We combine hardware, software and IT services to meet the specific requirements of our customers. Successful examples of this approach are our Cash Management system (for branch-based cash handling), IT Enterprise Management (for optimization of IT management and control) and a range of security solutions to meet branch IT requirements. Our efforts do not stop there, however. On request, we can also take over responsibility for the operation of customers IT processes on the basis of an outsourcing agreement. In doing so, we assume responsibility for processes that are beyond the scope of a bank's core business. The key benefits
63 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 59 of this approach are that we are able to create more flexible cost structures, streamline capital expenditure by providing state-of-the-art solutions in line with technological advance and further enhance the level of system availability. The expertise we gain from our core business in the banking and retail sectors can be extended to our activities in other sectors. Our customer base now includes lottery companies, service station operators and restaurant chains, as well as postal and logistics companies with extensive branch networks. Further information on our competitive position and our key sales markets can be found in the sections on Strategy, Targets and Value Management at Wincor Nixdorf on pages 61 et seqq. and Regional Performance on pages 69 et seq. Within the retail banking sector, Wincor Nixdorf provides a wide range of services that include branch restructuring, process automation and migrating customer-related business processes to self-service systems, such as ATMs, information and transaction terminals and statement printers. We can provide software that will operate not just our own self-service systems but also those of other manufacturers (multivendor capability). We have also developed a net-centric software solution (ProClassic/Enterprise) that combines self-service systems with other sales channels such as the Internet or telephone banking on a single platform allowing the banks to standardize customer service across all their sales channels. Wincor Nixdorf s innovations in the retail sector include hardware and software solutions for branch automation such as self-checkout, electronic shelf labeling and reverse vending machines, as well as electronic point-of-sale (epos) systems with the required sales software. Our products also focus on the integration of branch systems into the retailer s overall IT infrastructure. This integration involves providing solutions that can manage and control the logistics chain (supply & demand) and optimize the value chain, while ensuring that the services offered by the branch are aligned with customer requirements (ECR = Efficient Consumer Response). In some countries, Wincor Nixdorf is also involved in the IT and Business Consulting field with an emphasis on SAP. So that banks and retailers can concentrate fully on their operating business, Wincor Nixdorf offers a comprehensive service portfolio to ensure the availability of systems over the entire product life cycle. The support we offer ranges from telephone helplines to on-site service management and global spare-parts logistics. MANAGEMENT AND CONTROL OF THE COMPANY BY THE BOARD OF DIRECTORS AND THE SUPERVISORY BOARD. Board of Directors. The Board of Directors of Wincor Nixdorf AG is made up of four members: Karl-Heinz Stiller (President and Chief Executive Officer), Eckard Heidloff (Executive Vice President), Stefan Auerbach and Jürgen Wilde. The Board of Directors is responsible for managing the company and for ensuring that business is conducted in accordance with legal requirements, Wincor Nixdorf AG s Articles of Association and the Rules of Procedure of the Board of Directors. The central focus of all decisions and actions is on protecting the interests of the Company. All resolutions are taken by simple majority. Where the votes are split, the vote of the President/Chief Executive Officer is counted twice. Certain transactions require the approval of the Supervisory Board. These are defined in the Rules of Procedure of the Board of Directors.
64 6 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile It is the role of the Board of Directors to determine the strategic direction of the company in conjunction with the Supervisory Board and then to implement the corresponding policies in a responsible fashion. The Board of Directors also monitors the effectiveness and efficiency of the measures taken throughout the Company. Wincor Nixdorf aims to provide a better service to its customers than its competitors and to achieve sustained growth in the value of the enterprise. Planning, control and risk management systems are consequently given a high management priority and are the means by which the Company s operations are controlled. The Board of Directors maintains regular, prompt and detailed contact with the Supervisory Board on all relevant issues of planning, business trends and the current risk situation. All departures from agreed plans or established targets are reported and explained to the Supervisory Board. Supervisory Board. The role of the Supervisory Board is to monitor the activities of the Board of Directors. The powers of the Supervisory Board are prescribed by law, the Articles of Association, the Rules of Procedure for the Supervisory Board and any resolutions of the Supervisory Board itself. The Supervisory Board and the Board of Directors work together on the basis of mutual trust in the best interests of the Company. In accordance with the Codetermination Act (1976), the Supervisory Board of Wincor Nixdorf AG is made up of twelve members. Six members represent the shareholders and a further six members represent the workforce. Decisions of the Supervisory Board are adopted by resolution. These are passed by a simple majority of the votes cast, except where the law stipulates a different majority requirement. If the votes are split on the Supervisory Board, a second vote is taken on the same proposal. If this second vote is also split, the Chairman s vote is counted twice. The Supervisory Board established a Mediation Committee, pursuant to Section 27 (3) of the Codetermination Act, as well as a Personnel Committee and an Audit Committee, all of which are comprised of members of the Supervisory Board. The Chairman of each committee reports back to the Supervisory Board on a regular basis (no later than the next full meeting) on the key results of the committee s discussions. The Personnel Committee is made up of four members two representatives of the shareholders and two representatives of the workforce. The Chairman of the Supervisory Board, Johannes P. Huth, also holds the position of Chairman of the Personnel Committee. The function of the Personnel Committee is to prepare the ground for decisions of the Supervisory Board in relation to employees, in particular the appointment and removal of members of the Board of Directors and the nomination of the President/ Chief Executive Officer. The Personnel Committee may itself decide on certain transactions instead of the Supervisory Board. In such cases, it must have due regard for the requirements of the law and the provisions of the Supervisory Board s Rules of Procedure. The Audit Committee is also made up of four members. As the Personnel Committee, it includes two representatives of the shareholders and two representatives of the workforce. The Chairman of the Audit Committee is Hero Brahms. The Audit Committee prepares the decisions of the Super-
65 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 61 visory Board with regard to the approval of the annual accounts and adoption of the consolidated financial statements. It conducts a prior check of the annual accounts, consolidated financial statements, management reports and proposals for the appropriation of profits. The Audit Committee also supports the Supervisory Board in monitoring the management of the Company and ensures compliance with the risk and opportunity management system. The remuneration of the Supervisory Board and the shareholdings of its members are published in the Company s annual report. The duties of the Supervisory Board are performed on the basis of a consensus approach between shareholder and employee representatives. Members of the Supervisory Board receive fixed annual compensation payable at the end of the fiscal year. For further details on Supervisory Board compensation as well as remuneration of the Board of Directors, please refer to the section entitled Related Parties in the Notes to the Group Financial Statements. STRATEGY, TARGETS AND VALUE MANAGEMENT AT WINCOR NIXDORF. Successful Strategy for Continued Growth. Wincor Nixdorf aims to continue its profitable expansion as one of the three leading global providers of IT solutions for the branch operations of retail banking and retail trade and to capture an additional share of the market (see page 62 on our market position). Our strategy is based on three key objectives: We develop our core business and core competencies. We expand our global operations. We exploit new potential for growth. Wincor Nixdorf has pursued this strategy from the very beginning. As well as guiding our actions within the business arena, it provides a measure for the continued development of the Company. Thanks to the consistent implementation of this strategy, Wincor Nixdorf has been able to make continuous progress in terms of market position and business development, as well as continous increase of net sales and operating profit in recent years. Developing Our Core Business and Core Competencies. A key element of Wincor Nixdorf s core business involves servicing the branch activities of the banking and retail sectors. Our strength lies in combining hardware with software and support services and in developing solutions that meet the needs of the market and of our customers. All our solutions are based on open standards, thus facilitating smooth integration into our customers existing IT environments. One of our principal aims is to build on this specific advantage over our competitors. In order to achieve this objective, we focus on the development of our own products, software and services and exploit new market potential. In terms of products, Wincor Nixdorf specializes in the area of self-service, automation and epos systems. The focus here is on the development, production and marketing of innovative high-end solutions. Our aim is to establish Wincor Nixdorf as a high-quality provider in this market by offering innovative solutions. We have also set up an interconnected global manufacturing system and have standardized products and processes so that we can respond costeffectively to increasing customer demand in line with market requirements. We expect the share of net sales provided by Solutions/ Services to increase to 5% over the long term. Growth in this area is mainly driven by the worldwide expansion of
66 62 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile product-related services, the outsourcing of complete selfservice and branch networks as well as device application software for the integration of business processes or of multifaceted sales channels. Our customers central requirement is for maximum availability of their systems and solutions, while at the same time ensuring that costs are kept as low as possible throughout the entire lifetime of those solutions. We meet these needs by providing a comprehensive range of services that span the entire value chain and by offering our banking and retail customers branch system software that has been developed using a net-centric approach. By applying this methodology, we can simplify software distribution and maintenance and thus reduce costs. In addition to operating software for individual systems and networks, we offer our customers software that can be used in conjunction with hardware and IT services to bring about considerable improvements in customer transaction processes. An example of this is our Cash Management software, which optimizes cash logistics at our customers premises. In order to promote further growth in the IT services business, we are building up our international resources in this field and extending our customer support network. At the same time, we are continuously expanding and updating our services portfolio and extending it into other related sectors. We now provide IT services for lottery terminal solutions and for the reverse vending machines developed to accept returned beverage containers. Global Business Expansion. Over the last few years, Wincor Nixdorf has seen strong growth particularly in Europe as a provider of integrated solutions. We aim to strengthen our global market position still further and work our way up from our current third place to take the lead in our particular segments. The share of overall ATM and epos transactions can be taken as a useful indicator of the current market position. As a means of pooling and leveraging our strengths in individual countries, we have developed our Road to the Top program across the entire Group to provide examples of best practice on ways of improving our market position. In the medium term, we aim to strengthen our core business and achieve market leadership in Europe. We have already reached this target in the retail sector. Within the European banking industry we currently occupy the number two position. Target markets identified for accelerated growth include Asia and the Americas, our main focus being on the United States. To this end, at the beginning of the fiscal year under review, we made a number of new appointments at senior management level with particular responsibility for these regions. Their role is to coordinate our activities in these areas, pool our existing resources and achieve specific targets for attracting and binding strategically important customers. One of the key elements of our international expansion is our global production concept. By manufacturing our products on site, we can ensure that we establish a close rapport with customers in these growth areas and provide a fast and cost-efficient service. Equally, by increasing investment in user-focused development, we can meet the specific needs of our customers. We are also exploiting further potential for international growth through our Services business and by establishing a worldwide service network. The work required to achieve this has already been largely completed in Europe, while we will expand our service network in the Americas and Asia.
67 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 63 Exploiting Further Potential for Growth. We are extending our range of products and services, with the purpose of exploiting further potential for growth. Over the last fiscal year, our outsourcing operations in the branch banking sector and our reverse vending machines for used beverage containers in the retail industry provided good examples of our success in unlocking new opportunities. At the same time, we are applying the expertise we have gained in branch banking and retail to other related but smaller sectors such as lottery companies, service stations, restaurant chains, and postal organizations with large branch networks. This allows us to benefit from further potential growth without losing sight of our core business. ACHIEVING SUSTAINED GROWTH IN VALUE. Wincor Nixdorf s primary goal is to achieve sustained growth in the value of the enterprise. This strategy requires us to think ahead and plan for the long term. The criteria we use to measure this sustained growth in value are gains in profitability, innovative products and solutions, returns that meet our market expectations and the creation of new and secure jobs. Wincor Nixdorf aims to achieve continued growth in net sales and profits, above the industry average. Across the board, the Group s targets are expressed in such a way that all our actions and processes are geared toward achieving profitable growth within the Group. Our remuneration system is characterized by a high proportion of variable salary components. It is applied to all areas from production through to management. Both operating and non-operating business within the Wincor Nixdorf Group is controlled by means of a series of financial and non-financial indicators that feed into a central indicator control system at Group level. These indicators are carefully matched and interconnected. We measure the success of each region, of our sales and associated companies, our core segments Banking and Retail, our hardware and Solutions/Services, our production and development divisions and our central administration departments. The indicators we use to determine the performance of regions, sales companies and the core segments Banking and Retail are primarily based on growth in net sales and profit, operating margin and cash flow. Operating performance is also measured using profit drivers such as growth in product sales and growth in the solutions business, comprising software, consultancy and services. Other indicators include gross profits and margins, selling, general and administration expenses and working capital. We control and evaluate our global production and development network on the basis of key performance indicators that are intended to achieve the most efficient use of resources. We also evaluate quality, supplier reliability and stockturn. In the case of our central administration departments, we ensure that, as far as possible, annual increases in input costs are offset by productivity gains and economies of scale. Our non-operating business is controlled by value-based indicators with a particular focus on the financial result (finance costs minus finance income) and the Group s effective tax rate.
68 64 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile All of these operating and non-operating elements flow into the calculation of the earnings per share indicator. This indicator reflects the overall performance of the Group and compares the profit attributable to equity holders of Wincor Nixdorf AG with the average number of Wincor Nixdorf shares outstanding. The starting point for all management and control processes is strategic planning. First of all, a heavily condensed multi-year business plan is prepared at Group level, focusing on potential growth and profit drivers. This plan is then used to establish medium-term objectives for the core segments Banking and Retail. At the same time, we determine which sectors merit ongoing investment. Subsequently, the objectives of the multi-year plan are applied to our sales and associated companies, business streams products and solutions, production and development divisions, and to those operations involving direct contact with and support for the customer. It also serves as the basis for establishing budget targets as part of our operational planning. These are then firmed up by means of an iterative process. During the planning process, wherever differences emerge between the Group s objectives and the views of the planning teams involved, we aim to reconcile them through our Road to the Top growth program and the ProImprove program aimed at boosting profitability. As part of operational planning, we compile a portfolio of opportunities and threats that forms the basis of our operational risk and opportunity management as well as our risk-based evaluations conducted by the internal auditing unit. Monthly rolling forecasts are produced to gauge progress toward our targets and to identify any departures from the agreed plan. These forecasts allow us to take appropriate measures at an early stage wherever required. Our planning, monitoring and reporting processes are clearly mapped out using integrated information systems, which assure the continuous management and control of our business units. The information systems are also used to produce relevant analyses across the different organizational units and information systems. These results flow into the decision-making process and can provide valuable support if action is needed to counteract potentially harmful developments. BUSINESS ENVIRONMENT. Impact of Legal and Economic Factors on the Business. In fiscal 25/26, Wincor Nixdorf s business activities were affected by the requirements of European Directives 22/95/EC dated January 27, 23 (RoHS) and 22/96/EC dated January 27, 23 (WEEE) as well as the corresponding national legislation (for Germany the ElektroG Act of March 16, 25). During the course of fiscal 25/ 26, Wincor Nixdorf introduced a comprehensive set of measures to implement the provisions relating to prohibited and waste materials and other requirements of the above directives and laws. The second phase of the Leergut-Rücknahmeverordnung, a regulation governing the return of empty beverage containers, acquired legal force in Germany on May 1, 26, with the prohibition of arrangements whereby the retailer will only take back its own goods. This means that retailers who sell returnable deposit cans, PET or one-way bottles
69 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 65 will be obliged to take back not only their own used items but also those of other providers. In the fiscal year under review, this led to a corresponding increase in demand for reverse vending machines in the German market. Wincor Nixdorf was able to prepare itself for this eventuality by expanding its portfolio. The economic factors that are currently affecting and may in future affect our activities are described in detail in the Risk Report from page 9. Global Economic Trends. Overall, the global economy showed continued strong growth over the last fiscal year. Following the successful performance in 25, it is expected that 26 will generate further growth. The International Monetary Fund (IMF) has increased its forecast for world economic growth in 26 to 5.1% from 4.8%. In spite of this positive outlook, the IMF has nevertheless drawn attention to the increased risks caused by global imbalances. Above all, economic growth could be dampened by spiraling oil and raw materials prices and higher inflation, especially in the U.S. Overall economic performance in the Eurozone was also positive. In its interim report, the Organization for Economic Cooperation and Development (OECD) raised its forecast for growth in 26 to 2.7% from 2.2%. The Eurozone has benefited from an increase in domestic demand and a reduction in unemployment in the major economies France and Germany. For the first time since 21, the unemployment rate in the twelve member states of the currency union fell to below 8%, while in the second quarter of 26 and for the first time in years the Eurozone economy reported higher growth than the United States. Germany was one of the main drivers of economic growth in Europe. The German economy grew faster than at any time over the last five years. Real Gross Domestic Product (GDP) in the second quarter of 26 was 1.% higher than for the same period in 25, according to the Federal Statistics Office. The Kiel Institute for the World Economy has increased its forecast for GDP to 2.4% from 2.1%, while the OECD now expects growth of 2.2% up from 1.8%. 26 has seen a significant slowdown in the U.S. economy. GDP growth fell off in the second quarter to 2.6%, whereas in the first quarter the economy had grown at the equivalent of 5.6% per year, according to the U.S. Trade Department. Inflationary pressures in the world s biggest economy remain high. The core rate of inflation (based on the consumer price index but excluding energy and food) rose by 2.7% the biggest increase since the beginning of 21. The first-quarter increase was 2.1%. Strong growth was again reported in Asia. The Asian Development Bank (ADB) predicts that the region s economies will grow by an average of 7.7% in 26, with particularly high growth levels expected in China and India. The ADB expects Chinese GDP to grow by 1.4%. (Sources: International Monetary Fund [IMF], Organization for Economic Cooperation and Development [OECD], Kiel Institute for the World Economy, Asian Development Bank [ADB]) Currency Trends. The euro has appreciated against the U.S. dollar over the last twelve months. At the beginning of fiscal 25/26, one euro was worth around 1.2 U.S. dollars. Following a setback in November 25, when it fell to under 1.17 U.S. dollars, the euro had reached its highest level of 1.29 U.S. dollars by the end of May 26. At the end of the fiscal year, it had fallen back to just under 1.27 U.S. dollars.
70 66 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile Developments in the Banking and Retail Sectors. In addition to a range of other industry-specific challenges, both the retail banking and retail trade sectors faced continued cost pressures and increasingly stiff competition for customers. Against this background, both sectors are striving to develop the quality of their range of products and services to respond more flexibly to changing market conditions and to overcome business risks. Existing business processes are continuously reviewed to identify possible scope for optimization. IT-based hardware products, software and IT services have a crucial role to play in achieving these objectives. Increasingly, business processes are being automated and moved over to a customer self-service basis. With a view to keeping their integration and coordination costs as low as possible, these sectors tend to prefer manufacturers that can offer everything from a single source. Investments are evaluated over the entire life cycle of the hardware and software. As well as the actual purchase price, these investments cover the costs incurred for operation and the maintenance of availability (total cost of ownership or TCO). As a result of the increasing complexity and more challenging control of business processes, a trend has emerged toward the outsourcing of specific subprocesses, such as IT operations and IT management, to external service providers. From a regional perspective, both the retail banking and retail trade sectors face distinctive competition in the established markets of Germany, Western Europe and North America. Positive economic developments in these regions favor and accelerate investment in existing sales channels. Both sectors are also expanding their operations, extending their business models and investing in the fast-growing regions of Eastern Europe, Asia, the Middle East and Latin America. During the fiscal year under review, the global retail banking sector successfully consolidated its position and attractiveness as a stable source of earnings within the banking industry. An international study of 41 retail banks (16 in the Eurozone, 15 outside, five in China and five in North America) carried out by the consultancy firm Capgemini highlighted the growing importance of Internet-based sales and service concepts. It also confirmed the strong position held by branches in the proactive marketing of products for which customers require more detailed advice. According to the survey, more and more customer services are being transferred to the Internet. Equally, the ATM, which was at the forefront of the drive to rationalize branch activities, has maintained its vital role in presenting information about banking services and offering new services. The challenge faced by the retail banks is how to expand their business strongly while keeping costs under control. In many countries, they also have to compete with specialist providers such as direct banks or consumer credit banks. These organizations have specialized in particular core aspects of the retail banking business. They offer a range of inexpensive core products and are able to keep their operating costs down since they have either a small branch network or no network. Especially in the U.S. and Western Europe, the number of off-premises providers offering independent, self-service banking at busy sites is growing rapidly.
71 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 67 Traditional retail banks have responded to these challenges by expanding their range of products and services through their existing sales channels. In some countries, this expansion has led to a reduction of the branch network. Customers requirements are handled instead through alternative sales channels and self-service arrangements. Given the intense competition, however, most retail banks still regard the branch as a key factor that distinguishes them from other providers. Many banks have begun to invest in their branch networks and reposition them with a stronger sales team geared toward personal contact with customers (a form of branch renaissance ). This is particularly the case in Western Europe and North America. The aim is to exploit their existing customer base to generate more potential business (cross selling). This involves examining and providing for the customer s entire range of requirements through all the bank s sales channels (multichannel integration). According to a market study by Capgemini, 88% of the banks surveyed plan to invest substantially in staff training in order to promote this type of proactive selling, while 85% intend to continue with the automation of existing business processes to reduce costs and a further 5% aim to expand their existing branch network. It is also worth noting the banks investments in the expansion of their alternative sales channels and the low charges for their use. This is intended to help win over customers to these methods of providing services. A study of 865 banks throughout the world, conducted by the consultancy firm Accenture in collaboration with the e-finance lab at Frankfurt University, also reveals that branch business is regarded as increasingly important when it comes to capturing new market share. There is a particular emphasis on the benefit of personal contact. Banks are focused on optimizing current working processes in order to disburden their branch staff. Equal importance is given to the integration of all existing sales channels to obtain a more holistic view of potential customer requirements. According to a study conducted by Accenture, retail banks still operate at high vertical integration to provide their range of services. The study outlines potential savings within this area, citing the automotive industry as an example of reducing vertical integration. According to a study of trends about IT investments in the delivery channels of the retail banking sector, conducted by the market research firm IDC, the retail banks total spending in this area in 26 will reach approximately US$26 billion (on hardware, software and IT services in North and Latin America, Western Europe and Asia/Pacific). It is estimated that in 26 around 47% of this volume will go toward investments in branch process automation, 19% toward investments to ATMs, 19% toward call centers and approximately 15% toward Internet selling. Developments in the retail trade continue to be dominated by globalization, competition for market share and price wars. The need to be cost-efficient, provide better customer support and offer new products and services is becoming increasingly important as retail firms strive to distinguish themselves from their competitors. IDC predicts overall average annual growth in IT investments for the worldwide retail trade of 6% between 26 and 21. It expects to see average annual growth of 4.9% in hardware, 7.6% in software and 6.% in IT services. It believes total expenditure on IT in 26 will be US$59.2 billion, with US$2.6 billion being spent on hardware, US$14.6 billion on software and US$24. billion on IT services.
72 68 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile The tough competitive environment entails the introduction of more automation and self-service solutions. Many large retail firms are actively seeking new concepts that will allow them to implement self-service systems in the checkout area (self-checkout). Various approaches are being tried in the different regions and across sales channels. In contrast to the U.S., where the scan & bag solution (a form of self-checkout where the goods are packed into bags once they have been scanned) is preferred, no single self-checkout solution has yet come out on top in Europe. In addition, mobile solutions are being deployed. The continuing trend toward software that can be used in an international context and across the whole range of a company s operations is now expanding to include more and more small and medium-sized businesses, with a particular focus on the central management of a range of branch processes. At the same time, these branch solutions must be capable of expansion to include central management and communications components. There is also an increasing trend toward process standardization in the field of cashless transactions, especially as a result of the European Union s SEPA (Single Euro Payment Area) initiative. SEPA aims to create a single, Europewide payment zone in which there are no differences between national and cross-border payments. In response to this initiative, Wincor Nixdorf has developed a standardized and flexible international payment interface (O.P.I. Open Payment Initiative) to implement the concept. Using O.P.I. reduces dependence on checkout and payment solutions to a minimum and therefore offers considerable flexibility in view of changing market demands. The issue of security is becoming increasingly important with regard to payment transactions. Chip & PIN solutions a method of payment that is secured by means of a chip and a PIN have been particularly successful in the U.K.: payment involves transferring the data from an integrated chip on the card and entering a PIN. Following the example of the banking industry, where biometric identification has already been undergoing assess ment for many years, German retailers have now tested similar methods for use in payment transactions, e.g. finger print identification. The supply and removal of cash also involve significant security risks. Because the process is very cost-intensive, increasingly more retail companies are testing and expressing an interest in cash management solutions. The aim of cash management is to optimize the movement of cash from the checkout to the bank. In Germany, new legislation on one-way deposit systems (the prohibition of arrangements whereby the retailer will only take back its own goods) is creating strong demand for reverse vending machines. This area also expanding internationally with Scandinavia leading the way in recent years.
73 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 69 GROUP BUSINESS PERFORMANCE. Net Sales History. m At the start of fiscal 25/26, Wincor Nixdorf assumed that net sales would increase by 8% and that EBITA would lift by 1%. The Banking segment was forecast to grow at a more pronounced rate than the Retail segment. Activities abroad and stronger business in Germany should boost sales. We projected a further increase for both our product business and also, at a stronger rate, for our Solutions/ Services business. Our expectations were already surpassed after the first few months of the fiscal year. This was due in particular to business in Western and Eastern European countries and significantly improved performance in the German market. In addition, our product business grew much more dynamically than anticipated. Against this background, we revised our forecasts upward when we published our results for the first half. We lifted our net sales forecast to 1% from 8% and our EBITA forecast to 15% from 1%. This positive trend continued in the second half of the fiscal year, thus reinforcing our adjusted forecast. On announcing our results for the first nine months, we outlined that the forecasts for net sales and EBITA represented the lower threshold for our results in fiscal 25/26. Net Sales. Consolidated net sales enjoyed a double-digit percentage increase in the fiscal year under review, emulating the performance seen in fiscal 24/25. Net sales increased by 12% to 1,948 million (previous year: 1,744 million). This increase was attributable almost exclusively to organic growth. 2, 1,948 1,8 1,744 1,6 1,576 1,44 1,4 1,345 1,2 1, /2 2/3 3/4 4/5 5/6 Change on previous year +7% +9% +11% +12% After adjustment for changes in the EUR/USD exchange rate, sales growth totaled 11%. Regional Performance. Sales growth was bolstered by a strong international performance as well as satisfactory business within Germany. After an extended period of stagnation, Wincor Nixdorf was able to increase its net sales in Germany by 11%. Net sales totaled 569 million (previous year: 513 million). The ratio of business generated in Germany to total net sales stands at 29%. Strong sales in Germany s Banking segment were primarily driven by Wincor Nixdorf Portavis GmbH's outsourcing business, while the Retail segment benefited from an investment boost in reverse vending machines.
74 7 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile In Europe (excluding Germany), net sales increased by 1% to 992 million in fiscal 25/26 (previous year: 92 million). The European region (excluding Germany) constitutes the bulk of the Group's total sales at 51% (previous year: 52%). The Road to the Top program aimed at global business expansion has made a major contribution to this success. Wincor Nixdorf aims to become the market leader in the European region a goal the company already achieved in the Retail segment. Business in Asia/Pacific/Africa recorded a solid level of growth in the Banking segment. This region, which also forms part of the dollar zone, enjoyed year-on-year sales growth of 15% in U.S. dollars. Calculated on the basis of euros, this represents an 18% increase in net sales to 232 million (previous year: 196 million). Overall, this figure accounts for 12% of the Group's total net sales (previous year: 11%). Net sales in U.S. dollars were up 13% in the Americas in fiscal 25/26. In euros, sales increased by 17% to 155 million (previous year: 133 million). The Americas currently account for 8% (previous year: 8%) of the Group's total net sales. Performance by Business Stream. Our product business enjoyed better-than-expected growth in the period under review. Net sales increased by 12% to 1,157 million (previous year: 1,32 million). The ratio of net sales from product business to total net sales remained constant year on year at 59% (previous year: 59%). Product business was characterized by significantly stronger demand for premium-priced high-end systems and particularly buoyant demand for less complex systems, which bolstered economies of scale. Changes in Regional Sales Profile. m 2, 1,8 1,6 1,4 1,2 1, Total 1,345 4% 38% 1,44 33% 43% 45% 48% 5% 5% 7% 1,576 29% 52% 8% 1,744 29% 51% 12% 12% 12% 11% 12% 1/2 2/3 3/4 4/5 5/6 Change on previous year +7% +9% +11% +12% % 1, Germany Change on previous year +1% 5% % +11% 1, Europe Change on previous year +12% +18% +18% +1% Asia/Pacific/ Africa Change on previous year +8% +7% +7% +18% America Change on previous year +8% +45% +18% +17%
75 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 71 Against this background, the global development and production facilities were further enhanced during the fiscal year just ended. Lower production costs, consistently high product quality and short lead times made a significant contribution to reinforcing our product business. The plant in Shanghai was expanded. As regards products destined for the Asian market, our Singapore-based facility produced ATMs and kiosk systems for the first time in fiscal 25/26. This allowed us to slash delivery times. This local-for-local production concept has also been successfully implemented at our São Paulo production facility. Germany (Paderborn, Arnstadt) is of central importance in our global production network as a technology supplier for mechatronic components as well as recycling and deposit systems. In addition, Paderborn provides logistics support for the European market. For a global production network to operate effectively, all processes must be covered by standardized IT systems from market rollout to product delivery and quality management. As a result, our uniform IT platform was expanded and improved for all of our production facilities during the year under review. Within this context, standardized Key Performance Indicators (KPIs) allow process control and corresponding improvements in efficiency. We recorded double-digit percentage growth within the area of Solutions/Services, as we did already a year earlier. Net sales increased by 11% to 791 million (previous year: 712 million). However, this growth is not reflected in the proportion of Solutions/Services business to total net sales. As in the previous year, Solutions/Services accounted for 41% of total net sales. This is due to the fact that growth levels in net sales were virtually identical within both our product and our Solutions/Services business. Therefore, the respective percentages calculated on the basis of total net sales Net Sales Split: Products and Solutions/Services. m 2, 1,8 1,6 1,4 1,2 1, Total Change on previous year +7% +9% +11% +12% 1,2 1, ,32 Products Change on previous year +8% +8% +9% +12% ,345 1/2 2/3 3/4 4/5 5/ ,44 39% 39% 4% 61% 61% 6% 556 1, % 59% 1, % 59% 2 Solutions/ Services Change on previous year +6% +13% +14% +11% 1,948 1,
76 72 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile remained unchanged year on year. Over the long term, we are looking to grow the Solutions/Services share of our business at an accelerated pace to around 5% of total net sales. We have further reinforced our global network of local solutions competence centers, with the purpose of expanding our Solutions/Services business. This move will allow us to ensure that we can implement, update and integrate solutions worldwide within our customers' IT landscapes. Close collaboration on the ground also ensures that we are directly involved in the ongoing development of our customers' business processes and are thus able to offer them new solutions. In both the Banking and Retail segments, openness, stronger internationalization and the expansion of our software solutions to include new functions were top priorities in the fiscal year under review. The multichannel software architecture ProClassic/ Enterprise, which guarantees banks investment protection and flexibility, has become more established. Indeed, in the period under review, it was installed in several networks operated by major banks. Thus, we were able to further consolidate our already strong position in middleware for retail banks. In addition, we have already received initial follow-on orders linked to these installations. Demand was also strong for the installation of software to operate multivendor ATM networks. We again received several orders from large international banks for these applications. We were also successful with our software for the remote monitoring of self-service systems (ProView). For the first time, banks based outside of Germany ordered this software to control processes for assisted self-service solutions. We have moved closer to our claim of being a global provider of end-to-end solutions for retail branches by securing key orders from major international operators within this area. At the same time, our in-store solutions have been extended to include additional functions to operate new, automated checkout concepts as well as features for the centralized analysis of business data. Our Services business was able to continue its aboveaverage growth from the past year. The bulk of this stemmed from a formidable performance in Germany as well as strong growth in the rest of Europe and Asia. In the period under review, Wincor Nixdorf took several measures to drive its internationalization still further. We strengthened our resources already existing within the Company in Western European countries, in particular, and expanded capacity in Eastern Europe via service partners. In Asia/Pacific/Africa, which together with the U.S. is the region with the highest growth potential for Wincor Nixdorf's Services business, we also formed new service partnerships and reinforced our own service organization in China, Malaysia and Thailand. In the Americas, we drove ahead with expanding our own service organization in the U.S. In Central and South America, work commenced on the establishment of a service network. Product-related services generally constitute the bulk of Wincor Nixdorf's business, in particular services that are combined with the purchase of self-service or POS systems for a specified period of time (packaged services). Additionally, demand for services focusing on preventive maintenance of IT infrastructures, applications and databases by means of centralized remote monitoring and control (remote services) was particularly buoyant. Multivendor services as well as transaction-based invoicing models also contributed to our success. The service
77 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 73 fee for these invoicing solutions is based on how often the self-service systems are used. This allows the costs to be invoiced where they actually arise. Increasingly, we are industrializing our service offering in order to offer infrastructure services, remote services, IT outsourcing and business process outsourcing services on a competitive basis. In other words, we standardize and automate the services we offer in order to generate economies of scale and consistently high quality. One example of this is our eservices Platform, which Wincor Nixdorf deploys to offer its services in an increasing number of countries. Disruptions to the connected IT systems are reported automatically, and the subsequent service processes, interfaces, and procedures are managed on a consistent basis, benefiting customers and partners alike. This approach is particularly suited to large multinational corporations requiring uniform IT infrastructures and transparent processes. The "eservices Platform" enables services to be managed efficiently using agreed indicators (Key Performance Indicators). Our Services business also benefited from the trend toward outsourcing subprocesses to service providers. Operating according to schedule, Wincor Nixdorf optimized major outsourcing projects already under way relating to branch IT structures at banks in the year under review. In addition, we began other projects at the start of the fiscal year (for example Wincor Nixdorf Portavis GmbH, Hamburg, Germany). Demand for managed services has enjoyed excellent growth. These service packages are centered around operational concepts for entire branch IT infrastructures at banks and retail companies. This area covers the control, monitoring and software distribution for self-service systems (for example ATMs), POS systems, clients, server and applications. Costs. Wincor Nixdorf is committed to improving its cost structures on an ongoing basis. The Group-wide Prolmprove profit enhancement program provides the foundation for efficient cost management. Selling, general and administration expenses, including other operating income and expenses, amounted to 287 million (previous year: 272 million). Calculated in relation to net sales, selling, general and administration expenses were reined back by.9 percentage points to 14.7% in the fiscal year under review (previous year: 15.6%). With a highly effective cost management system in place, we succeeded in more than offsetting the.4 percentage point reduction in gross margin, before amortization of product know-how, to 27.5% (previous year: 27.9%). This deterioration in the gross margin was mainly due to start-up costs for outsourcing projects and international expansion. Research and development costs rose by 9 million to 87 million (previous year: 78 million) and were thus up 12% year on year. The ratio of R&D expenses to net sales remained unchanged at 4.5%. Profit. Earnings before interest, and amortization (EBITA) of product know-how increased yet again in the period under review. Wincor Nixdorf thus further improved its earnings strength in fiscal 25/26. EBITA before amortization of product know-how increased by 18% and totaled 161 million (previous year: 137 million). Return on sales at EBITA level was up.4 percentage points to 8.3% (previous year: 7.9%). This excellent performance was the combined result of the rise in net sales, economies of scale in products and the Prolmprove profit enhancement program.
78 74 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile EBITA History. m /2 2/3 3/4 4/5 5/6 Change on previous year +18% +12% +17% +18% We counter exchange rate fluctuations that could have adverse effects on profit through comprehensive natural hedging techniques such as vendor selection and locationrelated decisions. We also make use of financial derivatives. The financial result (finance costs minus finance income) was dominated by expense items. The net result was 13 million (previous year: 2 million). This includes interest expenses for pension obligations of Wincor Nixdorf International GmbH in the amount of 4 million (previous year: 7 million), which were reported as finance costs prior to the establishment of the Contractual Trust Arrangement (CTA) effective from June 3, 26. Since the establishment of the CTA, income and expenses attributable to pension obligations are recognized as functional costs. In fiscal 25/26, 3 million interest costs for pension obligations, 21 million (previous year: 1 million) actuarial losses from changes in interest rates and other parameters, as well as returns from plan alterations of 9 million (previous year: million) and returns of plan assets of 3 million (previous year: 1 million) were recognized as functional costs. Profit before taxes increased by 37 million or 41% to 128 million (previous year: 91 million). The Group's effective tax rate in the fiscal year under review was 36% (previous year: 39%). Net profit for the period increased by 26 million or 46% to 82 million in the fiscal year under review (previous year: 56 million). Thus, net profit for the period improved to 4.2% (previous year: 3.2%). The Group's enhanced earnings strength can also be seen in the increase in profit for the period before carve-out expenses. This climbed to 94 million (previous year: 72 million). Product know-how was created at the Company's carve-out from the Siemens Group in Dividend. The Board of Directors proposes to the Supervisory Board and the Annual General Meeting of Shareholders (AGM) that, of Wincor Nixdorf AG's final distributable net profit of 55,29, a sum of 46,318,983.2 be distributed to shareholders (equivalent to 2.8 per share). This is payable immediately after the AGM on January 29, 27. The residual profit is to be carried forward.
79 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 75 SEGMENT PERFORMANCE. Both the Banking and Retail segments contributed to the increase in net sales and operating profit. Net sales in the Banking segment grew slightly faster than in the Retail segment. The Banking segment accounted for 6% of total net sales, and the Retail segment accounted for 4%. Net Sales Split: Banking and Retail. m 2, 1,8 1,744 1,6 1,576 1,44 1,4 1,2 1, 8 6 1,345 41% 59% 42% 58% 41% 59% 41% 59% 4 1,948 4% 6% 2 Total 1/2 2/3 3/4 4/5 5/6 Change on previous year +7% +9% +11% +12% Banking Retail Banking Segment. The Banking segment performed very well in the fiscal year just ended. Net sales increased by 15% to 1,178 million (previous year: 1,28 million). We succeeded in generating forward momentum in both our product and Services business in all regions. EBITA in the Banking segment climbed by 14% to 12 million (previous year: 15 million). This increase in profit was the result of higher net sales and strict cost management. The EBITA margin remained unchanged year on year at 1.2%. We benefit from an exceptional level of expertise in business processes relating to bank branches as well as in the field of self-service solutions. This is also expressed in the fact that we offer an all-embracing range of hardware products, software and services. We increasingly link this portfolio of products and services to end-to-end solutions for all business processes. The best example of this is cash management, i.e. IT-assisted optimization and automation of cash handling in bank branches. Wincor Nixdorf took another major step forward in the area of next-generation cash management solutions during the year under review. This included, for example, software that identifies the replenishment intervals for self-service systems, transmits this data remotely and thus reduces costs for cash logistics and interest expense via made-tomeasure replenishment. A further component of our portfolio is self-service systems that are able to automate the entire acceptance and account-entry process for cash and checks (cash/check deposit). These self-service systems contribute to a reduction in processing and handling costs. We have leveraged further competitive advantages in net-centric and multichannel software architectures through continued development. This includes the net-centric software solution ProClassic/Enterprise, which allows various sales channels to be integrated on a single platform. New self-service functions and teller/cashier applications as well as modifications and changes are provided centrally and are available for all networked systems. In addition, implementation based on internationally recognized J2EE standards and application server technology allows inclusion of the self-service channel in a top-level multichannel architecture.
80 76 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile We were also highly successful with innovative software tools to monitor and control self-service systems. These software tools are designed to identify and monitor the operating status of all systems within the networks at any time, thus significantly increasing system availability. We received several awards for our innovations in the previous fiscal year from specialist audiences: The U.K. specialist journal The Banker awarded Wincor Nixdorf and the U.K. bank HSBC with the Banker Technology Award for an exemplary design and branch refurbishment project. The aim was to exclusively equip branches to meet customer needs and introduce an improved service. The use of state-of-the-art self-service technology played a pivotal role. The Self-Service World Magazine honored Barclays Bank for its successful kiosk project that it implemented together with Wincor Nixdorf. The result: a Gold Award. This project aimed to take the strain off cashiers and the back office within the area of invoice settlement and money transfers by deploying multifunctional bank terminals. In addition, the Bundesagentur für Arbeit (Germany s Federal Employment Agency) received a Silver Award from Self-Service World Magazine in the cate gory of Public-sector Clients for the self-service project implemented together with Wincor Nixdorf: Cash Dispensers for Fast Social Payments. The CIFTEE (China International Exhibition on Financial Banking Technology & Equipment) jury honored the cash recycling system ProCash 4 as Best Product at CIFTEE 25. Landesbank Berlin won second place in the category Best Use of IT in Retail Banking for the European Banking Technology Awards 25 with a branch concept equipped with the ProCash/Fonet software. Viewed geographically, business in Germany was up slightly year on year. Investments primarily served to increase branch competitiveness. At the same time, they reinforced sales activities at branch level with the help of self-service systems as sales and marketing instruments. Wincor Nixdorf continued its growth in Europe. Our product business was driven by replacement investments in self-service systems, which were acquired as part of the Y2K conversion and the introduction of the euro. We were able to secure many orders in countries with highly distinctive retail banking, such as Italy, France, Spain and the U.K. Within this area, the main emphasis is on automating branch processes. The focus was on solutions that optimize cash handling processes using self-service technology (deposit and recycling systems, CCDM Cash Check Deposit Module) and solutions to strengthen sales capabilities in the branches. Wincor Nixdorf also recorded higher order intake in Eastern Europe for these products. Solutions to make IT infrastructures more uniform were furthermore in demand. The largest growth driver, however, was the expansion of branch networks. This also applies to the Turkish market, where we were able to further grow our strong position in the products market. The highest growth rates were recorded in Asia/Pacific/ Africa. The expansion of self-service networks continued in almost all countries, as did the automation of cash handling. This gave a major boost to our product business for monofunctional systems. Business in China enjoyed particularly strong growth. Wincor Nixdorf is listed as a supplier for all Tier 1 banks in China and secured several key orders. We were able to generate significant successes in our product business in India, Asia's second-largest highgrowth market.
81 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 77 We continued on a path of solid growth in the Americas during the past fiscal year. Our strategic sales alliance with IBM made a positive impact in particular in the Canadian and Latin American markets. Demand for the CCDM deposit module was particularly favorable as a result of Initiative Check 21 in the U.S., a program that supports automated check processing (envelope-free). Our CCDM module allows checks and cash to be deposited directly into the system, with subsequent account processing. We improved the launch pad for future growth in Mexico and Brazil as well as in Argentina and Columbia, where we were able to acquire key strategic projects. In addition, Banking business in Venezuela accounted for a major proportion of growth in the region. Product Business. Business focusing on hardware products for retail banking grew better than expected. The bulk of our product business was due to cash systems. These mostly comprise ATMs and automated teller safes as well as high-end deposit/recycling systems. We were able to increase our sales volume significantly year on year. The key growth drivers were, above all, new installations in high-growth regions as well as replacement investments within developed markets, prompted by factors including new security requirements for banks, the conversion to uniform standards for credit card systems (EMV Europay, Master- and VISA-Card) or changes to operating systems. Demand for monofunctional systems was also driven by installations for off-premises suppliers. The advantages of significantly increased economies of scale for monofunctional and multifunctional ATMs had a positive impact on both costs and prices. The proportion of multifunctional systems again increased year on year. As these systems are positioned in a premium-priced segment, net sales and earnings were given a further boost. Net Sales and EBITA History: Banking. m 1,2 1, ,28 1/2 2/3 3/4 4/5 5/6 Net Sales Change on previous year +6% +11% +11% +15% 12 1,178 EBITA Change on previous year +13% +8% +14% +14% EBITA margin +9.5% +1.1% +9.9% +1.2% +1.2% Sales volumes relating to automated teller safes and selfservice systems for assisted self-service increased further. In particular, demand for high-end devices increased for example, systems with combined deposit and payout functions, or systems that allow assisted self-service by issuing electronic cards for specific transactions. Wincor Nixdorf has underscored its strong position in the market for intelligent deposit systems with another increase in sales volume. These deposit/recycling systems fundamentally restructure cash and/or check processes at branch level. During the past fiscal year, further large banks in Europe and America invested in our tried and true technology for intelligent deposit modules used in cash and check processing (CCDM).
82 78 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile We were able to successfully position our new compact recycling model ProCash 4 with its innovative cassette technology in Germany and Asia, recording strong demand in these regions. This new technology simplifies system handling, replenishment and emptying of the recycling system. As for non-cash products, once again bank terminals designed for the purpose of migrating routine banking operations to self-service applications dominated our business, as evidenced by a substantial increase in sales volumes. We were also able to expand our solution concept for the manufacturing industry using modified bank terminals and corresponding software (for example the employee selfservice solution for employees without direct Internet access). Business with voucher and document printers remained at a high level. As a result of its speed and dependability, the HighPrint document printer enjoys global recognition from our customers. Solutions/Services. Our Solutions/Services business once again recorded significant growth. Software solutions and services increased sub - stantially. Net-centric software applications such as the ProClassic/Enterprise software architecture as a corporate solution and the multivendor platform software ProClassic accounted for a particularly high proportion of business growth. There was also strong demand for software to increase security and for the ongoing control of self-service systems. Both of these functions are offered by our ProView monitoring software, which identifies manipulations and monitors perfect functioning of the system during operation. An anti-skimming solution comprising software and special sensors that monitors the entire card-input area for devices that were added on at a later date is also enjoying strong demand. Many banks are redesigning their branches, which also allowed us to successfully participate in the co-development and introduction of intelligent, multifunctional business-to-consumer concepts. Within this area, our Branch Optimizer analysis software proved particularly effective. This software simulates and analyzes the possibilities of transferring specific processes in branches to self-service systems, as well as providing information on more efficient and more profitable branch workflows prior to implementation. Our Services business with banks enjoyed strong growth, in particular in Germany/Europe and Asia. The further expansion of our own resources as well as services provided by our partners, have allowed us to improve the quality of our portfolio. Furthermore, the performance of close-tothe-product services has been increased thanks to process improvements. We have gradually expanded our network of global service partners in order to ensure across-the-board support for our customers in the banking sector. For example, we have substantially reinforced our service organization in the U.S., and are now present in a large number of states. Our outsourcing business continued to gain importance during the year under review, with newly launched or further developed outsourcing projects. We are benefiting from our experience in self-service, service, and IT operation management. A new model introduced in Germany was the formation of Wincor Nixdorf Portavis GmbH, which commenced its
83 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 79 operations at the start of the fiscal year. Our two partners Hamburger Sparkasse and Sparkasse Bremen have outsourced all of their decentralized IT systems, including media technology and networks, to this joint venture, whose operations are managed by Wincor Nixdorf. Retail Segment. The Retail segment also grew during the past fiscal year, with net sales climbing 8% to 77 million (previous year: 716 million). This growth is prim arily due to our activities in Germany. In fiscal 25/26, EBITA increased by 28% to 41 million (previous year: 32 million). Our high-end product business with reverse vending machines and a further improvement in our software business had a positive impact on earnings. At the same time, the EBITA margin improved from 4.5% to 5.3%. The uniform product platform of the BEETLE systems proved to be a formidable competitive advantage. These systems form the basic foundation for self-checkout systems as well as kiosk and lottery systems and are also used in our reverse vending machines. The systems are characterized by consistently using the same basic technology. This allows them to be integrated more easily into the various systems within a branch, thus facilitating maintenance and cutting operating costs over the entire product life cycle (TCO). Retail companies are increasingly investing in standardized software designed to control various systems at branch level. Developed by Wincor Nixdorf, TP.net is a software solution tailored to these requirements. In the year under review, we added functions for the central control of branch systems and the analysis of business processes. We supported the increased use of automation and selfservice solutions by developing and piloting innovative products. For example, our cash management solution, which covers the cash handling process from the teller through to crediting the cash to the retail company's bank account, proved itself in test installations. We were able to roll out the first self-checkouts for international customers after successful pilot projects. We successfully followed through on our consulting services for the redesign of a checkout and payment process for a well-known international retail company with a customer-specific concept. Checkout systems previously tested were installed at this retailer's branches. During the past fiscal year, Wincor Nixdorf also benefited from being able to offer its customers standardized, modular and scalable concepts. These allow us to react more quickly and flexibly to customer wishes. We are a system provider and can offer end-to-end systems comprising hardware, software, and services for the purpose of organizing retail companies' branches. In addition to international availability, the openness of our software when implementing innovative business processes in branches and for branch management has proved to be of key importance. Our customers demand solutions to automate their branches. At the same time, the reduction of IT complexity within the branch and highly effective rollout are considered essential prerequisites. Wincor Nixdorf's branch software TP.net is ideally suited for this purpose, and we were able to implement this solution for a number of leading retailers.
84 8 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile As more and more retailers are working internationally, our ability to compete depends on the global use of our products and solutions, our international presence with competence centers and a global service organization. We have established tangible advantages in this regard compared to many of our competitors as a result of our proven track record in the banking sector in particular in areas where technology is converging, such as the cash management and self-service solutions which are now being developed. In geographical terms, we succeeded in increasing sales in Germany in the face of market conditions, which have been difficult on the whole. The directive for the return of certain types of bottles and beverage containers came into effect on May 1, 26, and gave fresh impetus to our German business. We have benefited from investments in reverse vending machines and were able to expand our strong position in the market for POS systems. We succeeded in emulating our extraordinarily good performance in fiscal 24/25 in Western Europe. Net sales increased across the board. Our business in France was particularly successful, and we were able to replace competitor systems with Wincor Nixdorf systems for several customers operating a large branch network. In addition, we implemented the first major rollouts for self-checkout systems there. The dynamism recorded within our Retail business continued in Central and Eastern Europe in the year under review. Growth was driven by the continued expansion in these regions of international retail groups which we have been supporting with our solutions for several years, and also by new orders from local retail companies. Business in Asia/Pacific/Africa increased slightly. Especially in China and Malaysia the business volume increased as a result of new installations of POS systems at local providers. The Americas reached the same level as in fiscal 24/25. Net Sales and EBITA History: Retail. m /2 2/3 3/4 4/5 5/6 Net Sales Change on previous year +9% +7% +11% +8% EBITA Change on previous year +46% +32% +28% +28% EBITA margin +2.4% +3.2% +3.9% +4.5% +5.3% 77 Product Business. The further enhanced modular BEETLE/ EPOS system family proved its attractiveness to the market with several orders received for new and replacement investments. It fulfills perfectly specific requirements for retailers operating both internationally and locally. We were again able to significantly grow our sales of POS systems 41
85 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 81 last fiscal year, which boosted economies of scale. This has allowed us to expand our lead in the European market and to consolidate our position within the global arena. As already mentioned, our retail product business was boosted by the strong demand for reverse vending machines. Wincor Nixdorf positioned itself within this market at an early stage with the ReVendo family of products. We were immediately able to attain our target market share of around 3% of systems ordered in Germany. Solutions/Services. Growth in our Solutions/Services business lagged behind the outstanding performance achieved in the area of retail products. However, we succeeded in driving our global business with the branch software TP.net via implementation at additional large multinational retailers and significantly increasing the number of licenses sold. We were also able to successfully market our NAMOS branch solution for international service station networks. Our icash cash management solution met with great interest. This solution automates cash processing workflows from the checkout through to the bank. The closed, automated cash cycle makes manipulation by employees impossible and prevents casual errors, for example when returning change. The main focus, however, is on the savings resulting from the automated processes both for the transaction at the checkout as well as for checkout handovers and cashing up. We implemented the icash solution for various customers at the POS as well as in the back office environment. We established Wincor Nixdorf Retail Services GmbH in order to offer excellent service for the reverse vending machines installed in Germany. Our new service company has geared its offering specifically to the needs of retail customers and is able to rectify defects within four hours of these being reported. Our online service center is located in Ilmenau in Thuringia, the team of service technicians is managed from our Hilden facility. We have gradually expanded our network of global service partners in order to ensure across-the-board support for our global retail customers. Furthermore, we have, to a large extent, concluded integration of the U.K.-based Datalect Group acquired in fiscal year 23/24. This group primarily offers IT services for retail companies. ACQUISITIONS. We acquired the remaining 49.99% interest in Siemens Niederlande B.V., The Hague, the Netherlands, in January 26. This company operates in the area of sales and services. In order to reinforce our Services business in the Netherlands, we also acquired a 1% interest in the Dutch security transport company HEROS Security Nederland B.V., Rotterdam, the Netherlands, in May 26. Afterwards, the company was renamed SecurCash B.V. This company supplements the process chain for our Dutch outsourcing business. We also accelerated expansion of our distribution network in Thailand and Algeria via the formation of independent companies. Our Retail Services business in Germany was bolstered with the support of Paderborn-based Wincor Nixdorf Retail Services GmbH. This company is responsible for installing and maintaining products and solutions for German retail companies.
86 82 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile We plan to further expand our German development facility in Ilmenau, Thuringia. Wincor Nixdorf Grundstücksverwaltung Ilmenau GmbH & Co. KG, Paderborn, will be responsible for this expansion. All changes to the consolidated Group are discussed in the Notes to the Group Financial Statements under Methods of Consolidation. In the period under review, we invested 56 million (previous year: 38 million) in data-processing systems, specialist tools, production facilities, software and other fixed assets and office equipment as well as reworkable service parts. We spent 15 million on setting up our outsourcing business in Germany alone last fiscal year. Furthermore, we invested 6 million in reworkable service parts that we use in the service process. CAPITAL INVESTMENTS. Our capital investments have expanded capacity levels and improved our productivity and quality of services. Capital Investment History. m PERFORMANCE, FINANCIAL POSITION AND ASSETS. Performance. Wincor Nixdorf was able once again to increase its net profit before minority interest in fiscal 25/26. It amounted to 82 million (previous year: 56 million). Growth in net profit was driven by several factors, including net sales growth of 12% and the associated economies of scale attributable to our products. At the same time, we successfully continued our ProImprove profitability program. Despite double-digit growth in revenue, selling, general and administration expenses rose slower in relation to net sales. Earnings before interest, taxes, depreciation and amortization (EBITDA) were raised once again, climbing by 35 million to 23 million (previous year: 168 million). The EBITDA margin stood at 1.4% (previous year: 9.6%). 1/2 2/3 3/4 4/5 5/6 Change on previous year +23% +3% +9% +47 %% %%
87 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 83 Reconciliation of Result from Business Operations (EBITDA). m Derivation of Cash and Cash Equivalents from EBITDA (Group, before Exceptionals). m 25/26 24/25 25/26 24/25 Profit for the period EBITDA Income taxes Financial result 13 2 Cash flow from operating activities Amortization of product knowhow (exceptional item) 2 26 Cash flow from investment activities EBITA before charges arising from the carve-out + Amortization/Depreciation of tangible fixed assets and licenses + Write-down of reworkable service parts EBITDA before charges arising from the carve-out Cash flow from financing activities = Change in liquidity Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period Financial position. The solid progression of business in the fiscal year ended is reflected in the cash flows from operating activities. Net cash from operating activities improved further year on year, increasing by 22 million to 155 million (previous year: 133 million). Growth within this area was driven to a large extent by the rise in EBITDA by 35 million to 23 million (previous year: 168 million). Alongside net profit, cash flow from operating activities is influenced mainly by changes in working capital. Working capital comprises inventories, trade payables and trade receivables, prepayments received and deferred income. Owing to solid business in fiscal 25/26, we added to working capital in the period under review. This resulted in a cash outflow of 54 million. Despite this increase, working capital in relation to net sales remains unchanged year on year at 12%. Net cash used in investment activities amounted to 133 million (previous year: 55 million net cash used). In fiscal 25/26, Wincor Nixdorf created plan assets within the meaning of IAS 19 by transferring assets to a registered society (so-called eingetragener Verein ) as part of a contractual trust arrangement. The plan assets comprise interests in a property that has a third-party tenant as well as interests in a management company in the amount of 15 million, trade receivables in the amount of 3 million and cash totaling 84 million. In cash flow from investment activities, the cash outflow is reported as a transfer to Wincor Nixdorf Pension Trust e.v.
88 84 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile Investments in intangible assets and property, plant and equipment amounted to 56 million (previous year: 38 million). The main emphasis was on investments in other fixed assets and office equipment, which totaled 31 million (previous year: 27 million). In the previous year, net cash used in investing activities included investments in acquisitions amounting to 19 million. In the period under review, reworkable service parts are reported as non-current assets, as is customary in our industry. We invested 6 million in reworkable service parts. Cash flow from investment activities includes a cash inflow of 6 million attributable to funds received for the assumption of staff-related liabilities in connection with an acquisition. Net cash used in financing activities totaled 27 million (previous year: 13 million). This figure includes the payment of dividends amounting to 35 million (previous year: 2 million) as well as payments made in connection with the 24 share-based payment program (less tax effects) in the amount of 7 million. We took out financial loans amounting to 18 million in fiscal 25/26 and made principal repayments of 2 million. Based on its positive cash flow from operating activities, the Wincor Nixdorf Group was and continues to be capable of discharging its payment obligations. In view of these circumstances, Wincor Nixdorf has not seen the need to commission a rating. Assets. In accordance with the revised version of IAS 1, the balance sheet is classified using the current/non-current distinction. The balance sheet is divided into non-current and current assets as well as non-current and current liabilities and equity; equity now also includes minority interest. Assets. m Assets Intangible assets Tangible assets and financial assets Non-current receivables and other assets Non-current assets Inventories Current receivables and other assets Cash and cash equivalents Current assets Total assets Equity and Liabilities Equity (incl. minority interest) Pension accruals and other accruals Financial liabilities Other liabilities Non-current liabilities Other accruals Trade payables Other current liabilities Current liabilities Total equity and liabilities Sept.3, , ,162 Sept.3, , ,11 At the balance sheet date, the balance sheet total of Wincor Nixdorf amounted to 1,162 million. Compared with fiscal 24/25, it thus increased by 52 million or 4.7%. Noncurrent assets totaled 524 million (previous year: 551 million). Current assets amounted to 638 million (previous year: 559 million).
89 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 85 Within non-current assets, intangible assets decreased by 17 million to 384 million (previous year: 41 million). The year-on-year change is mainly attributable to the amortization of product know-how in the amount of 2 million (previous year: 26 million), which was accounted for as part of the carve-out from the Siemens Group. Amortization of industrial property rights and licenses amounted to 7 million. Investments in intangible assets totaled 9 million. Property, plant and equipment decreased by 2 million. Capital expenditure of 4 million on property, plant and equipment mainly encompassed specialist tools, IT equipment and other office equipment. Depreciation amounted to 29 million. We transferred to Wincor Nixdorf Pension Trust e.v. a total of 15 million in assets relating to property occupied by third-party tenants, the objective being to secure entitlements to retirement benefits. Non-current assets include reworkable service parts totaling 16 million (previous year: 13 million). In the event of a defect of reworkable service parts used in Wincor Nixdorf or third-party products, these parts are serviced by Wincor Nixdorf or other partners as part of a specific logistics and repair process. They are subsequently returned to the stock of spare parts. As is customary in our industry, reworkable service parts are classified as non-current. The Group's solid position within the area of order intake had an impact on current assets. Inventories increased by 89 million. Trade receivables rose by 21 million after a factoring transaction of 3 million with Wincor Nixdorf Pension Trust e.v. Owing to more expansive business activities, other current assets such as prepaid expenses increased by 1 million to 5 million (previous year: 4 million). Based on active management of short-term cash funds and bank borrowings, cash and consequently liabilities were reduced by 41 million. Equity including minority interest increased by 41 million in fiscal 25/26 to 275 million (previous year: 234 million). The equity ratio thus stands at 24% (previous year: 21%). Changes in equity were mainly due to the market valuation of cash flow hedges of 7 million and the payout of the 24 share-based payment program in the amount of 11 million, less tax effects totaling 7 million. Other changes in equity are set out in the Group Financial Statements under Changes in Equity. At Group level, non-current accruals for pensions, taxes and environmental protection declined by 96 million to 47 million (previous year: 143 million). This is due to the offsetting of retirement benefit obligations with plan assets in the amount of 128 million. Non-current liabilities mainly comprise Group financial liabilities. They amounted to 192 million (previous year: 174 million). For the purpose of securing entitlements to retirement benefits, Wincor Nixdorf assigned property as well as receivables and cash totaling 84 million to Wincor Nixdorf Pension Trust e.v. The Group mainly utilized its cash flow from operating activities of the current year for this cash outflow.
90 86 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile Syndicated loan financing consists of a revolving facility covering a loan volume of 35 million for Wincor Nixdorf AG and Wincor Nixdorf International GmbH; the loan term is seven years, ending on August 1, 212. The banking syndicate has made funds available on the basis of terms of 1, 2, 3, 6 or 12 months or other terms by agreement. Interest is payable at the EURIBOR rate plus a margin. The Group's financial flexibility has further improved as a result of this financing, because the revolving nature of the facility means the loan amount is available throughout the entire term. In addition, there are no ongoing capital repayment obligations until the end of the seven-year term. Current accruals for operating activities totaled 14 million (previous year: 115 million). They cover obligations from warranties, delay and contract penalties, potential losses on pending transactions as well as staff-related obligations. Payables and advances received on orders carried as current liabilities increased by 62 million. Overall Assessment of Economic Position. Overall, the Board of Directors judges as sound the economic position of the Wincor Nixdorf Group at the date on which the Group management report was prepared. In view of the fact that business in the first few weeks of fiscal 26/27 has progressed in line with expectations, as reflected in net sales and EBITA, the Board of Directors anticipates that performance will continue to be favorable. RESEARCH & DEVELOPMENT. In Research and Development (R&D), we constantly seek to address two key questions: firstly, what are the challenges facing our customers?; and secondly, how can we create added value for them through our hardware, software and IT services? In line with its strategic objectives, Wincor Nixdorf invested approximately 87 million (previous year: 78 million) in research and development in fiscal 25/26. This is an increase of 12% compared to the previous year. R&D as a percentage of net sales remained unchanged at 4.5%. With a view to reinforcing our technological strength in the future and fulfilling our stated commitment to customer-oriented research and development, we recruited additional staff in R&D in the period under review. At the end of the reporting period, the number of employees working in R&D was 79 (previous year: 714), equivalent to 1% of the total headcount. They work at development facilities in Germany, Switzerland, Singapore, Indonesia, the U.S. and China. Our R&D staff has been working on a significant number of new developments. Worldwide, we registered 54 (55) new patents, bringing the total number of active patents up to 92 (866). R&D Areas of Focus. R&D activities during the year focused on three key areas: convergent base technologies for our core Retail and Banking business integrated hardware, software and services solutions to provide customers with complete process chains serviceability of our hard- and software in order to make future customer installations easier to maintain.
91 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 87 History of R&D Expenses plus Embedded R&D Ratio in % of Net Sales. m /2 2/3 3/4 4/5 5/6 Change on previous year +5% +11% +7% +12% One excellent example of how we implement convergent base technologies and take advantage of our range of integrated solutions is our Cash Management portfolio, which enables retailers and banks to automate their cash handling process. Options range from the automated acceptance of cash at checkouts to account entry and cash recycling, through the distribution of money via ATMs. A further example of the application of convergent base technologies comes in the form of our modular solutions developed for postal service companies, which now go beyond the selfservice area to include the automation of counter processes. In the Banking segment, we succeeded in establishing our deposit and recycling technologies in a number of strategically important markets. We have adapted both technologies to meet the specific requirements of key countries and integrated them into our customers processes. Our key product lines in the Banking segment, such as ATMs and % 8% 7% 6% 5% 4% 3% 2% 1% terminal systems, have been continuously enhanced, guided by the needs of our customers. In addition, we have expanded our ATM portfolio to include a simple cash dispensing system specially designed for third-party providers. Having completed development of our net-centric applications for managing large self-service networks (Pro- Classic/Enterprise) and proven their market readiness, we are now developing additional modules designed to add functionality in the counter/teller environment and at the branch level. We have also been paying particular attention to expanding our extensive IT security product family. Prominent within this area are programs for the distribution and management of electronic codes and software which fulfill the security requirements of globally active credit card companies. In retail, we successfully piloted a new approach to automated cash handling and expanded our product portfolio to the point where it now offers a complete range of solutions. Self-checkout systems have proven their worth, and our product family has been further extended and tested successfully in trial applications at customer sites. The product lines currently offered to the retail sector, such as the BEETLE epos systems and terminal solutions for lottery companies, have undergone continuous development and adaptation to meet the needs of our customers. Our emphasis in software development has been on adding new features and components to our TP.net pointof-sale software to enable the management of new concepts, such as self-checkout and new mobile scanning solutions, and to enable the centralized management of branch systems. The software has also been enhanced with features designed to analyze business processes.
92 88 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile PURCHASING AND LOGISTICS. Wincor Nixdorf operates an international purchasing system, enabling a global sourcing of products, components and assemblies, services and software from contracted suppliers. In all our activities, we seek to collaborate as closely as possible with our customers and partners, with a view to deriving the maximum possible benefit for all parties concerned. Not only does this approach deliver continuous improvements in quality, it also allows us to optimize purchasing and achieve significant cost savings. Consolidation of purchasing flows and close communication with subsidiaries and production plants generates additional cost advantages. Decentralized purchasing units in the various countries are coordinated centrally by our strategic purchasing department. All procurement activities are undertaken in close collaboration with local offices and production facilities. By that we ensure that purchasing activities within the Group are undertaken in close collaboration with all parties involved. Wincor Nixdorf is aware of the fact that keeping customers satisfied requires tremendous commitment and the ability to innovate, while consistently offering a high level of service. For this reason, we make every effort to maintain and, where possible, continuously improve the quality of our products and services. This includes, for example, working in close cooperation with our suppliers with whom we regularly exchange ideas for possible new developments. During the year under review, Wincor Nixdorf extended its Group quality management network and reinforced it by means of a targeted quality campaign. During the past fiscal year, Wincor Nixdorf further strengthened its strategic purchasing organization in the burgeoning Asian market, establishing deals with a number of additional local suppliers. In doing so, we considered it particularly important to gain a firm commitment from suppliers that they respect certain environmental protection considerations and adhere to the SA 8 (Standard for Social Accountability) standard. Among other things, adherence to SA 8 requires that no child labor be used, that employees work a maximum of 48 hours per week with one day off, that wages are sufficient to meet the needs of workers and their families, that humane working conditions are maintained and that documentation is made available (through certification) to prove that these conditions have been met. Not only were we able to identify new suppliers in Asia, we also further expanded our production sites in Shanghai and Singapore, enabling us to shorten delivery times and counteract fluctuations in product prices. As regards logistics, we are continuously looking for ways in which to optimize our supply chain, with the objective of reducing throughput times and increasing flexibility in the fulfillment of customer orders. Close cooperation with our global network of suppliers is a key factor in enabling us to achieve this. EMPLOYEES. Targeted Expansion of the Workforce. The implementation of Wincor Nixdorf s corporate strategy and its success in generating forward momentum within the business arena are reflected in further increases in the size of the workforce a solid basis for future growth. Overall, the number of employees rose by 85 to reach 7,787 worldwide as of September 3, compared with 6,937 employees at the end of fiscal 24/25
93 Innovation Sustainability Accounts Notes to the Group Financial Statements Further Information 89 Consolidated Management Report Development of Headcount. where we have been able to establish a stronger basis for 8, 7,787 growth in our core business. As a result of this greater emphasis on international expansion, the gap between the 7, 6,937 size of our foreign and domestic workforces continued to 6, 5, 4, 4,618 4,983 6,114 widen in the period under review. At 3,685, the headcount in Germany increased by 29 year on year (previous year: 3,395). If we examine the figures by business activity, the 3, majority of new employees were appointed to strengthen 2, our Services team. Most of the expansion in this area 1, occurred at international level, although there were increas- 1/2 2/3 3/4 4/5 5/6 es in Germany, too (Wincor Nixdorf Portavis GmbH; services for reverse vending machines). Some of the new appoint- The main focus of this recruitment drive was outside of Germany, where the number of employees rose by 56 to 4,12 (previous year: 3,542). Many of these new jobs were created in Europe and the Asia/Pacific/Africa regions, ments were made with the purpose of expanding our international manufacturing network. In addition, we strengthened our sales teams in growing markets, as well as further enhancing our HR structures in research and development. Development of Headcount by Regions. Development of Headcount by Functions. 8, 242 8, 284 7, 6, 5, 4, 3, 2, , ,9 3, ,9 1,77 3, ,291 2,76 3,395 1,456 2,44 3,685 7, 6, 5, 4, 3, 2, , , ,652 1, ,17 2, ,726 2,174 1, 1, 1,424 1,416 1,562 1,718 1,813 1/2 2/3 3/4 4/5 5/6 Germany Europe Asia/Pacific/Africa America 1/2 2/3 3/4 4/5 5/6 Production Sales Services R&D Administration
94 9 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile Areas of Focus in Personnel Management. A key goal of our personnel policy is to attract and retain highly skilled people. We therefore place great emphasis on recruiting such highly qualified employees. In expanding our workforce over the past fiscal year, we paid special attention to integrating into our organization new recruits and employees from companies acquired by Wincor Nixdorf. One important issue addressed during the past fiscal year was the conversion of a diverse mix of retirement benefit plans, covering around 2,5 employees of Wincor Nixdorf International GmbH, into a new, uniform system. Working in close collaboration with employee representatives, we are pleased to report the success of this conversion. The new system takes into account changed demographic circumstances and establishes an appropriate link between the social contribution of the employer and its economic capabilities. At the same time, the transfer of pension accruals to a pension fund (Contractual Trust Arrangement CTA) provides even greater security for company retirement benefit plans. As in the past, Wincor Nixdorf gave employees the opportunity to benefit from the Company s successful performance in fiscal 25/26. In line with the overall remuneration policy, which is based on individual and company performance, staff members achieved above-average additional compensation at all levels. The Board of Directors is aware of the fact that the Company s success is dependent on the overall performance of Wincor Nixdorf employees worldwide. It is with this in mind that the Board wishes to express its gratitude and appreciation to the entire workforce for the outstanding level of commitment and high performance shown throughout the fiscal year. RISK REPORT. Risk Management. Risk management considerations play a central role in all decisions and business processes at Wincor Nixdorf AG. Comprehensive risk management, built into our activities in the form of management structures, company-wide standards as well as reporting and information systems, allows us to identify risks at an early stage. The associated control procedures enable us to promptly isolate and monitor both general and specific risks. Our objective in applying risk management is not only to manage and avoid risk but also to use it to take considered advantage of opportunities that arise and which may add value to our business, even where these are associated with an elevated risk potential. New areas of business, for example outsourcing projects or entry into new markets, are approached with the issue of risk in mind and appropriate approval procedures are defined via quantitative thresholds. Company-wide guidelines and checklists allow for structured analysis, enabling us to highlight potential risks and opportunities alike. Risk management forms an integral part of our controlling and financial reporting systems. It includes an annual risk management report, monthly situation analyses/forecast reporting and project-specific variance analyses. Risk management is integrated into the Group controlling process and functions on two levels. The first level consists of a Group holding company control function, which takes responsibility for identifying risk across the company, setting standards and developing short, medium and longterm strategic approaches to its management. On the sec - ond level, specific risk affecting individual subsidiaries and business units is identified and resolved at an early stage through key performance indicators and project analysis.
95 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 91 Compliance, Operational Efficiency and Security. The Group internal audit function regularly reviews the internal control systems and business processes both of subsidiaries and head office functions for compliance, operational efficiency and security. Internal audit checks monitor compliance with directives, organizational security measures, profit-and-loss data, balance sheet indicators and contracts. Furthermore, internal audit works out proposals for optimization of process efficiency. These internal checks are regularly submitted to external review in respect of internal processes and quality as well as compliance with legal and industry regulations. The Group internal audit function reports as an independent body directly to the Board of Directors and the Audit Committee of the Supervisory Board. Macroeconomic Risks. Wincor Nixdorf expects world economic growth to continue in 27, in particular in Asia and Eastern Europe. In Germany, the economic environment is likely to improve only slowly, and growth potential for the company will come along with international market expansion. Potential risks to the world economy are likely to include a further rise in raw material prices and continuing dollar weakness. Both could have a negative effect on global economic activity and subsequently on our business. In addition, we perceive risk to our customers and ourselves from potential natural disasters and terrorist attacks. Corporate Strategy Risks. In all its business dealings, the Company strives for profitable growth. Investment and acquisition/disposal decisions are continually assessed against this criterion. At present, we do not perceive any substantial risks that could have a negative effect on our profitability or on our asset or cash positions. Wincor Nixdorf has successfully expanded its service portfolio with outsourcing. With this service, we assume responsibility for a wide range of business processes from our customers. The complexity of outsourcing projects, however, brings with it a higher degree of risk. We seek to counter this risk by conducting early risk analyses and ongoing risk management. By concentrating management of these outsourced business processes within a team of specialists, we have been able to minimize risk, to the benefit of both ourselves and our customers. In addition, we take out insurance and use other back-up measures to minimize risk. Financial Risks. Our business is exposed to credit, currency and interest rate risks. The Group treasury function and efforts to limit financial risk are managed centrally. Interest expenses are mainly linked to the short-term variable market interest rate (EURIBOR) plus a margin. This margin can be subject to change depending on certain financial ratios vary. Being tied to a market interest rate means that we are exposed to an interest rate risk. Rising interest rates could lead to interest expenses higher than originally planned. We have entered into interest rate options to hedge these risks. As a result, the effective interest rate on our financial debt (plus margin) fluctuates between 1.75% and 5.%. We have also negotiated a fixed interest swap at 3.797% on 5 million as a hedge against rising money market interest rates.
96 92 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile The global nature of the Group s business generates payments in both directions in a range of currencies. Incoming and outgoing payments in individual currencies are netted off against each other. Thus, by selecting suitable suppliers and making appropriate location-related decisions, we actively seek to create a natural hedging effect to the greatest extent possible. The netted-off amounts represent our remaining exchange rate risk. These are then hedged up to 1% (depending on volume and currency) on a rolling 12-month basis by means of suitable financial instruments. We reduce credit risks by consistently obtaining credit reports, setting credit limits and running a proactive debtor management function, including a payment reminder system and active debt collection. Letters of credit are used to secure receivables from countries classified as presenting a credit risk. Capital Market and Risks to Pension Commitments. Share, bond, property and other markets are subject to fluctuations in valuation, which can have an effect on our plan assets. In addition, changes in rate of return can affect pension commitments. Other changes in the environment, which may also lead to an increase or reduction in pension and related commitments, include pay rises, changes in the number of those contributing to and benefiting from the scheme, mortality rates, increases in healthcare costs and other factors. Such changes can have a negative effect on pension expenses, future contributions and equity. As such, it is possible that future pension commitments and contributions may have a negative effect on the financial position and profitability of Wincor Nixdorf. Market and Competition Risks. Banks and retailers operate in markets characterized by fierce competition. This intense competition can result in price pressure for our products and services pressure that is expected to get stronger during the current fiscal year. In addition to the competitive pressures facing our customers, we also see a risk to our business through increasing internationalization and competition, coupled with diminishing barriers to entry. Heightened competition in the marketplace may have a negative effect on future profitability. Purchasing, Productivity and Production Risks. As a manufacturing company, Wincor Nixdorf is dependent on the supply of a wide range of raw and processed materials. This dependence brings with it risks, which we strive to minimize, in particular, through management of our supplier base. The quality assurance process at work within the supply chain ensures compliance with quality standards. The Company is constantly working to consolidate its purchasing and save costs through good purchasing management. Nevertheless, rises in the price of raw materials such as oil and steel may result in an increase in the purchase prices of components and assemblies we require. Other negative effects on purchase prices could include statutory requirements. Changes to employment conditions in Germany, combined with cost increases, may also impact the cost situation.
97 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 93 Technology and Quality Risks. The Company strives to strengthen its market position by offering products and services that are internationally competitive. This requires an intensive process of innovation and development to enable us to meet high customer demands for quality. In addition, we endeavor to work closely with our customers, especially our key hardware and software accounts, to deploy applications at an early stage. These endeavors often result in innovative business ideas and customer-specific products and services. A leading position in innovation and quality allows Wincor Nixdorf to differentiate itself effectively from the competition. Our key goal is to maintain and build on our technological lead over our competitors. Our approach in working toward this goal, and also ensuring that any potential product weak points are quickly resolved, is based around a program established to deliver greater innovation and quality. Risks that might result from quality shortfalls are minimized through a quality and environmental management system, a rigorous approach to product releases and through insurance. IT Risks. Appropriate availability of our own IT systems is a basic requirement for us to be able to meet our productivity objectives and avoid damage claims from business customers. In fiscal 25/26, we were able to achieve the planned level of availability of our IT systems despite a series of attacks by viruses and trojans. In the current fiscal year, too, attacks on our IT systems may affect availability levels. We continuously work to optimize our systems in terms of information security, and to improve them by conducting specific security analyses. To prevent operational disruptions caused by external factors such as viruses penetrating the computer system, we always deploy the latest hardware and software solutions available on the market. In addition, our IT systems and architectures are regularly audited by independent experts. Legal Risks. We are not presently aware of any actual or potential legal disputes that could affect our financial position to any significant extent. Currently, there is a possibility of a claim for compensation and a pending legal dispute in connection with existing cash management service agreements. Risks of a potentially significant nature cannot be ruled out entirely for the future. Personnel Risks. Employee performance is essential for Wincor Nixdorf s future development and growth. We are in competition with other businesses for highly qualified specialists and managers. In order to attract and retain qualified people in the long term, we offer attractive compensation packages and social benefit schemes in addition to extensive training and development opportunities. We do not see any issues that may pose a risk to our filling specialist or management posts in line with our growth objectives. Overall Risk. At present and in the foreseeable future, we perceive no individual risks that could pose a danger to the continued existence of Wincor Nixdorf. Moreover, the sum of risks does not show Wincor Nixdorf to be in any jeopardy.
98 94 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile EVENTS AFTER THE BALANCE SHEET DATE. In an extraordinary meeting convened on November 8, 26, the Supervisory Board approved the request of Karl- Heinz Stiller to step down from his position as President and Chief Executive Officer of Wincor Nixdorf AG after the next Annual General Meeting of Shareholders on January 29, 27, and to resign from the Board of Directors. At the same meeting, the Supervisory Board passed a resolution appointing Eckard Heidloff, currently Executive Vice President, Chief Financial Officer and Chief Operating Officer, to succeed Karl-Heinz Stiller following the next Annual General Meeting of Shareholders on January 29, 27. There will also be a number of changes to the Supervisory Board of Wincor Nixdorf AG. Johannes P. Huth, currently Chairman of the Supervisory Board, has asked to step down from his position with effect from the close of the next Annual General Meeting of Shareholders on January 29, 27. At the same meeting, the Supervisory Board will propose Karl-Heinz Stiller for election as a member of the shareholder representatives group on the Supervisory Board of Wincor Nixdorf AG. Should he be elected to the Supervisory Board, Karl-Heinz Stiller will stand as a candidate for the position of Chairman of the Supervisory Board. No other events of particular significance have occurred since the balance sheet date. FUTURE PERSPECTIVES. General. The outlook for the Wincor Nixdorf Group remains positive, with good prospects for continued profitable growth. Over the next few years, we expect to see average growth of 6% in net sales and 8% in operating profit. This underscores the general medium-term trend forecast by the Board of Directors at our IPO in 24. However, thanks to strong growth in recent years, the trend is at a much higher level than we had originally expected. Our sales forecasts are based largely on anticipated organic growth in our operations. We aim to pursue our successful business policy and continue implementing a Group strategy that focuses on developing our core activities, making further progress on internationalization and exploiting potential opportunities in areas that represent an extension of our core business or are related to it. In parallel, we are committed to accelerating the process of evolution toward a service offering that is focused on fully integrated solutions. With the market increasingly receptive to companies offering an all-embracing service, we believe this approach offers Wincor Nixdorf an opportunity to establish a unique identity. Global Economy. According to forecasts from the main economic research institutes, the global economy is likely to witness a modest slowdown in growth in 27. However, at present, there are no signs of a more serious downturn in global momentum.
99 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 95 The Institute for the World Economy (IfW) predicts global economic growth of 4.4% in the coming year, although it expects to see a slight downturn in the United States, which has been one of the main engines driving the global economy in recent years. The same is true of Germany. The institute believes growth in 27 will be limited to 1.3%. The principal factor affecting prospects for growth will be the higher level of value-added tax, which is set to rise by three percentage points. Taking Europe as a whole, the economic slowdown is expected to be rather less pronounced. The experts of the institute predict an annual average increase of 2.%, with a good chance of inflation falling to 2.1% given the prospect of continuing stable energy prices. The International Monetary Fund (IMF) expects growth in the U.S. to reach 2.5%. Tighter monetary policy and a weaker realty market will act as a decelerating force on further growth. Meanwhile, the Asian economies remain strong, and the Asian Development Bank (ADB) believes this trend will continue with 7.1% growth in 27 on the back of an expected 7.7% in 26. Developments in the Banking and Retail Sectors. In the retail banking sector, we foresee continued investment in the established markets of Western Europe and North America aimed at optimizing and expanding privateclient business. This outlook is reinforced by the successful repositioning of the retail banking sector. The main focus of investment is likely to remain on strengthening branch operations. This creates additional demand for automated systems combining hardware and software with modern IT support concepts and for other solutions that can help optimize branch systems to deal with a rapidly increasing number of transactions. By adopting such an approach, the banks endeavor to improve their customer support by offering new products and to enhance process efficiency. The trend toward outsourcing branch IT operations is likely to become more pronounced, with a corresponding increase in the need for high-quality IT services. Additional product growth is assured by the installation of new self-service systems, especially by off-premises providers. Growth will also be driven by investment in new infrastructure. Many banks are introducing multifunctional high-end systems that offer improved customer service or a greater level of automation. Wincor Nixdorf also sees potential for growth in moves by financial service providers to expand their sales channels. For banks, the challenge is to find a single software architecture that incorporates all these different channels. Wincor Nixdorf offers just such a software architecture that makes it possible to integrate individual channels step by step. We also expect to benefit from investments by major retailers in new epos systems and in process optimization, especially in Western Europe and the United States. There is likely to be further growth in demand for automated systems and modern self-service concepts. We also foresee an increasing trend for international retail groups to standardize their branch IT systems by introducing uniform software platforms with extended branch functionality.
100 96 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile Both the banking and retail sectors continue to invest heavily in the fast-growing economies of Eastern Europe, Asia and Latin America. However, we also see significant potential for growth in developing countries such as India. Demand for our products should rise in line with the strong economic growth in these countries together with a higher standard of living, increasing urbanization and the development of a modern infrastructure. Exchange Rates. We expect exchange rate movements to have an impact on our competitive position throughout fiscal 26/27 and 27/28, as our competitors production facilities are mostly located in the U.S. dollar zone. Thanks to the global structure of our Group, we are able to take the necessary steps (choice of suppliers and locations) to create a natural form of hedging that will cover our activities to a large extent. This strategy will be supported by further international expansion planned over the next few years. Our remaining currency exposure will be hedged by appropriate transactions on the forward currency market. Targeted Growth in Sales and Earnings. We have set a target of increasing consolidated net sales by 6% in each of the next two fiscal years. Expressed in absolute terms, this means that the Wincor Nixdorf Group aims to achieve net sales of around 2,64 million in fiscal 26/27 and 2,188 million in fiscal 27/28. Regional Development. Our aim is to increase our market share still further, especially at an international level, and to achieve net sales growth in every region. Europe will remain our largest market. Within Germany, we hope to maintain our market leadership in both segments and attract new high-profile customers. We expect a small increase in net sales over the next two fiscal years. At the European level, we aim to achieve above-market average growth in our retail banking operations, while maintaining our dominant position in the retail trade sector. We believe that within Europe as a whole, we can achieve growth in sales to match that of the entire Group. In line with our strategy of focusing on Asia and the Americas, we hope to achieve a level of growth in these markets that lies above that of the Group. Thanks to a series of measures introduced in the year under review, we believe that double-digit growth is possible in both regions. Outlook by Business Stream. We aim to increase the share of our Solutions/Services activities in total sales to around 5% in the long term. With a view to reaching this target, we are making continued efforts to strengthen this business stream and push forward our development work. We expect our Solutions/Services operations to maintain the same high levels of growth as in recent years. At the same time, this will speed up the process of transition toward providing integrated solutions. In spite of this positive development, the share of the Solutions/Services stream in total sales will not increase rapidly, as we expect to see equally impressive growth in our Product business.
101 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 97 Costs. Over the next two fiscal years, as part of our Groupwide ProImprove program aimed at boosting profitability, we aim to optimize our costs still further and strengthen our earnings capacity. Through the optimization of our processes and the globalization of our production and development activities, we hope to achieve productivity gains that will have a beneficial effect on earnings. By exploiting economies of scale and recycling solutions, we can make a positive impact on start-up investments and help achieve a faster return. As a proportion of revenue, selling and administration costs for fiscal 26/27 should remain slightly beneath the already low level of the year under review. We expect to further reduce the selling and administration cost ratio in fiscal 27/28 through economies of scale and process optimization across the Group. Profit. Earnings before interest, taxes and amortization (EBITA) are expected to grow by 8% in each of the next two fiscal years, with EBITA figures of 174 million for fiscal 26/27 and 188 million for fiscal 27/28. Net profit for the period is likely to show a greater increase than EBITA in the coming years. This is due to improved operating profit and a number of other factors: charges arising from the carve-out will fall considerably as a result of lower amortization expense associated with product know-how. The financial result will be reduced thanks to the Group s healthy financing position. It will also be eased by interest payments for pensions; this expense item will now be accounted for as functional costs under the CTA system. The Group s overall tax burden will be further reduced by Wincor Nixdorf s continued internationalization. Our shareholders will continue to benefit fully from earnings growth, as we intend to maintain our company policy of distributing around half of the adjusted net profit for the period in the form of dividends. The figure for adjusted net profit for the period is calculated by removing amortization of product know-how and any corresponding tax effects. Segment Performance. Both the Banking and Retail segments of our business will contribute to the Group s overall growth in the next two fiscal years. Maintaining and Enhancing our Financial Strength. Our goal is to further improve the equity ratio in fiscal 26/27. We will seek to keep the amount of funds tied up in the Group, and with it the ratio of working capital to net sales, at a low level. We also expect to see an improvement in operating cash flow. The figure for net financial liability is expected to lie below the average of recent years. Targeted Capital Investment Projects. Over the course of the next two fiscal years, we intend to make further targeted capital investments in Germany and Asia, expand our production structures and strengthen our international services and sales activities. We will also maintain an acquisitions policy that provides for individual company purchases on a relatively small scale to complement our service activities.
102 98 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile Workforce. In terms of employee numbers, we expect to pass the 8, mark within the entire Group in fiscal 26/27 (compared to 7,787 in the year under review). This increase will be concentrated outside Germany and will primarily serve to build up our service and sales resources, as well as research and development. There are likely to be further appointments in the following year. However, the scale of this increase will depend on achieving anticipated sales growth and productivity targets. New personnel will also be weighted toward our faster-growing regional markets outside Germany. In fiscal 26/27, we will hold a series of new pay negotiations with the majority of our employees in Germany, in an effort to maintain the competitiveness of the German workforce as part of our global operating network. Research and Development. With a view to expanding our portfolio and taking advantage of our strength in the field of innovation, we will devote increasing investment to research and development in the coming years, thus maintaining our established R&D ratio of around 4.5% of net sales. The main focus of our development work is likely to remain constant for the foreseeable future. Purchasing. We expect the trend toward falling prices of our products and services to continue in the next few years. As part of the ProImprove program, we will collaborate with our suppliers and partners to develop and implement appropriate solutions to compensate for receding prices. One such measure involves pooling our purchasing volumes by means of a procurement management system in order to reduce costs. On the manufacturing side, we intend to expand our global production and development network still further. Our aim is to mesh our own processes even more closely with those of our suppliers. This will allow us to optimize logistical processes, improve reliability of supply and streamline costs. By globalizing our procurement operations, we hope to offset the impact of higher prices for raw materials, which are generally traded on the world market in U.S. dollars. This trend is likely to continue in both 26/27 and 27/28. Opportunities. We believe we hold a very strong competitive hand within our markets. Thanks to our impressive record of innovation and a comprehensive portfolio of services, we are in a position to identify potential opportunities and translate them into new growth. We are likely to benefit from continuing optimization pressures in our target sectors and are well prepared to meet these demands through the ongoing development of our hardware and software as well as our IT services and solutions. From a geographical perspective, the European region, which for our target sectors is a particularly competitive one and also the region where we have the strongest presence, provides us with vital new impetus for the further development of highly complex solutions and services. In turn, this makes us more competitive at an international level.
103 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 99 We see particularly good prospects over the next few years in the American and Asia/Pacific/Africa markets, with the potential to achieve levels of growth well above those of the national economies of these regions. Our focus here is on two countries that could make a significant contribution to that growth: the United States, where we have improved our future business prospects by expanding our services infrastructure, and China, where we have succeeded in strengthening our competitive position, especially in the banking market. Our solutions are also helping to promote economic growth in newly industrialized countries (NICs). Our aim is to drive forward international growth through our network of subsidiaries. In addition, we will look to strengthen our established partnerships and expand our network of partners, particularly in markets such as Australia, New Zealand and the Arab states. We believe that the levels of growth we have already achieved confirm our strategy of accelerating our servicebased operations, and we expect to see continuing growth in both software and services. Sustained demand for outsourcing solutions offers further opportunities for growth. In expanding our product business, we aim to exploit the opportunities that arise from our customers requirements for replacement systems. Our strategy of offering innovative high-end solutions, such as in Intelligent Deposit for retail banks, reverse vending and self-checkout systems for the retail trade, is bearing fruit. These innovations allow us to respond to market demand both for highly complex system solutions geared toward the increasing automation of business processes and for volume-production systems. Regarding the latter, we are able to benefit particularly from the strong position we have developed through our global manufacturing network. Risks. As outlined, we anticipate possible risks in the rising cost of raw materials and a further depreciation of the dollar vis-à-vis the euro. We also expect to face increased pressure on prices for our own products and services as a result of intense competition. Our risk management system allows us to identify risks at an early stage across the entire Group and in relation to individual business streams, and to take appropriate action to minimize and avoid them. In this way, we can ensure we are well prepared to deal thoroughly with potential risks, including those arising from new business streams. A more detailed picture and explanation of the risks affecting the Group can be found in the Risk Report.
104 1 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile CONSOLIDATED STATEMENT OF INCOME FOR THE PERIOD FROM OCTOBER 1, 25 TO SEPTEMBER 3, 26. k Note 25/26 24/25 Net sales 1 1,947,569 1,743,732 Cost of sales 1,432,249 1,283,746 Gross profit 2 515,32 459,986 Research and development expenses 87,437 78,7 Selling, general and administration expenses 3 29,683 27,619 Other operating income 4 4, Other operating expenses 921 1,965 Net profit on operating activities 14,786 11,388 Finance income 5 21,93 2,574 Finance costs 5 33,874 22, Profit before tax 128,5 9,962 Income taxes 6 46,152 35,384 Profit for the period 81,853 55,578 Profit attributable to minority interest Profit attributable to equity holders of Wincor Nixdorf AG 81,8 54,99 Shares for calculation of basic earnings per share (in thousands) 16,542 16,542 Shares for calculation of diluted earnings per share (in thousands) 16,647 16,589 Basic earnings per share ( ) Diluted earnings per share ( )
105 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 11 GROUP BALANCE SHEET AS OF SEPTEMBER 3, 26. Assets k Note Sept. 3, 26 Sept. 3, 25 Non-current assets Intangible assets 8 383,646 4,8 Property, plant and equipment 9 14,66 16,338 Investments 1 1,47 16 Reworkable service parts 11 15,71 13,87 Trade receivables 12 5,31 3,876 Other assets 12 3,131 2,173 Deferred tax assets 13 1, ,687 24, ,71 Current assets Inventories , ,861 Trade receivables , ,595 Amounts owed by undertakings in which the company has a participating interest Current tax assets 12 2,458 2,78 Other assets 12 5,374 39,723 Financial assets Cash and cash equivalents 15 9,64 637,815 5, ,929 Total assets 1,161,52 1,11, Equity and Liabilities k Note Sept. 3, 26 Sept. 3, 25 Equity Equity attributable to equity holders of Wincor Nixdorf AG ,819 Ω 227,633 Minority interest 17 4, ,745 6,14 233,773 Non-current liabilities Accruals for pensions and similar commitments 18 19, ,935 Other accruals 19 27,5 2,95 Financial liabilities 2 192, ,14 Trade payables 2 1,72 Other liabilities Deferred tax liabilities 13 12, ,225 12,32 329,681 Current liabilities Other accruals ,62 115,298 Financial liabilities 2 16,873 52,59 Advances received on orders 2 76,368 26,571 Trade payables 2 211,78 194,529 Amounts owed to undertakings in which the company has a participating interest Current income tax liabilities 2 21,329 2,33 Other liabilities 2 166,23 632, , ,546 Total equity and liabilities 1,161,52 1,11,
106 12 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile GROUP CASH FLOW STATEMENT. 1) EBITA 2) Amortization/depreciation of property rights, licenses and property, plant and equipment Write-down of reworkable service parts EBITDA 2) Interest paid Income taxes paid Gain/loss on disposal of intangible assets and property, plant and equipment Increase in accruals Other non-cash expenses, less other non-cash income Increase in working capital Increase in other assets and other liabilities Cash flow from operating activities Payments received from the disposal of property, plant and equipment Payments received from the disposal of investments Payments received in connection with takeover of other business units Payments made for investment in intangible assets Payments made for investment in property, plant and equipment Payments made for acquisition of consolidated affiliated companies and other business units Payments made for investments Payments made for investment in reworkable service parts Transfer to Wincor Nixdorf Pension Trust e.v. Cash flow from investment activities Payments made to equity holders Payments received from loan draw-downs Payments made for repayment of financial loans Payments received from minority interest Settlement of share-based payment program and payments made to minority interest Payments made/received due to special items Cash flow from financing activities Change in liquidity Change in cash and cash equivalents from exchange rate movements Cash and cash equivalents as of October 1 Cash and cash equivalents as of September 3 25/26 16,817 36,94 5,274 22,995 7,541 28, , ,484 2, , ,442 9,447 4, ,7-84, ,221 34,739 17,632 2, 784 7, ,13 4, ,185 5,982 k 24/25 136,61 3, ,917 11,455 29, ,84 2,462 1,22 8, ,637 1,64 9 5,683 28,456 18, ,243 54,9 2,16 115,273 2, ,582 13,194 52, ,8 1,185 1) For further explanations, see Note 27. 2) Following elimination of profit charges arising from the carve-out (see Note 29).
107 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 13 CHANGES IN EQUITY. 1) k Equity attributable to equity holders of Wincor Nixdorf AG Subscribed capital Add. paidin capital Retained earnings Revaluation reserve Total Minority interest Equity As of October 1, 24 16, ,289 8, ,15 4,52 198,535 Fair value cash flow hedge and securities 4,42 4,42 4,42 Share options Exchange rate changes 1,963 1, ,959 Other changes Net income recognized directly in equity 847 2,372 4,42 1,21 4 1,25 Profit for the period 54,99 54, ,578 Total recognized income and expense for the period ,281 4,42 53, ,373 Contributions 2,559 2,559 Takeover of shares 1,64 1,64 Distributions 2,9 2,9 2,9 As of September 3, 25 16, ,136 46,134 4, ,633 6,14 233,773 As of October 1, 25 16, ,136 46,134 4, ,633 6,14 233,773 Fair value cash flow hedges and securities 4,486 4,486 4,486 Share options 322 6,486 6,164 6,164 Exchange rate changes 2,251 2,251 2,251 Other changes 45, 45, Net income recognized directly in equity 44,678 36,263 4,486 3,929 3,929 Profit for the period 81,8 81, ,853 Total recognized income and expense for the period 44, ,271 4,486 77, ,924 Contributions Takeover of shares 2,17 2,17 Distributions 34,893 34,893 34,893 As of September 3, 26 16, , , ,819 4, ,745 1) For further explanations, see Note 16 and 17.
108 14 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile NOTES TO THE GROUP FINANCIAL STATEMENTS FOR THE FISCAL YEAR 25/26. Group Changes in Intangible Assets and Property, Plant and Equipment 25/26. Cost of acquisition or production B/F Oct. 1, 25 Currency translation Additions arising from the acquisition of business operations Additions Transfers Disposals Sept. 3, 26 I. Intangible assets 1. Commercial patents and similar rights/ items plus licenses to such rights/items 29, , ,945 33,316 thereof impairment 2. Product know-how 26,664 26,664 thereof impairment 3. Goodwill 334, ,55 thereof impairment 4. Advances made 677 3,71 4, , , , ,917 II. Property, plant and equipment 1. Land, buildings and other equivalent rights 62, ,86 45,92 2. Plant and machinery 49, , ,249 52,74 thereof impairment 3. Other fixed assets and office equipment 144,353 1,485 4,638 31, ,15 162,161 thereof impairment 4. Products leased to customers 5, , Advances made and equipment under construction 2, ,589 1,899 3,78 264,279 2,464 4,638 4, , ,13 835,692 2,81 5,149 49,533 39, ,47
109 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 15 k Amortization/Depreciation/Impairment Book values B/F Oct. 1, 25 Currency translation Amortization/ Depreciation/ Impairment for the fiscal year Additions arising from the acquisition of business operations Transfers Disposals Sept. 3, 26 Sept. 3, 26 Sept. 3, 25 12, ,45 2,764 17,221 16,95 16, ,853 2,31 174,884 31,78 51,811 1,845 2,984 13,829 3,166 3, , ,587 3,166 3,166 4, , ,481 2, , ,646 4,8 14, , ,558 12,474 33,446 48,536 39, , ,197 39,26 12,814 1, ,424 1,298 24, ,87 18,99 54,62 44, , , ,78 2,32 157,941 1,844 29, ,67 165,64 14,66 16, ,554 1,93 56, ,371 36, ,712 57,138
110 16 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile Group Changes in Intangible Assets and Property, Plant and Equipment 24/25. Cost of acquisition or production B/F Oct. 1, 24 Currency translation Additions arising from the acquisition of business operations Additions Transfers Disposals Sept. 3, 25 I. Intangible assets 1. Commercial patents and similar rights/ items plus licenses to such rights/items 19, ,142 5,599 3,553 6,53 29, Product know-how 26,664 26,664 thereof impairment 3. Goodwill 333,319 1) , ,753 thereof impairment 4. Advances made 3, , , ,384 7,72 6 6,73 571,413 II. Property, plant and equipment 1. Land, buildings and other equivalent rights 62, , Plant and machinery 5, , ,449 49, Other fixed assets and office equipment 122, ,25 3,182 9, ,353 thereof impairment 4. Products leased to customers 5, , Advances made and equipment under construction 2, ,683 3, ,32 243, , ,11 264,279 86, ,662 38,773 18, ,692 1) Adjustment due to initial application of IFRS 3.
111 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 17 k Amortization/Depreciation/Impairment Book values B/F Oct. 1, 24 Currency translation Amortization/ Depreciation/ Impairment for the fiscal year Additions arising from the acquisition of business operations Transfers Disposals Sept. 3, 25 Sept. 3, 25 Sept. 3, 24 12, , ,894 12,594 16,725 6, ,64 26, ,853 51,811 78,24 5,64 5,781 1,845 3,166 1) 3, ,587 33,153 3,166 3, ,79 144, , ,894 17,613 4,8 418,694 12, , ,63 48,536 49,989 39, ,429 2,38 39,25 1,719 11,821 87, , ,762 99,424 44,929 34, , , ,32 2, , , , ,941 16,338 1, , , , ,554 57, ,83
112 18 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile Segment Report by Division. 1) k Net sales to external customers Operating profit (EBITA) 2) Segment assets Segment liabilities Investments in property rights, licenses and property, plant and equipment Investments in reworkable service parts Amortization/depreciation of property rights, licenses and property, plant and equipment Write-down of reworkable service parts Research & development expenses Banking 1,177,69 (1,28,65) 119,781 (15,1) 432,834 (357,134) 192,69 (13,815) 38,72 (23,626) 4,86 (2,594) 26,8 (2,886) 4,219 (649) 56,95 (48,667) Retail Group 769,879 1,947,569 (715,667) (1,743,732) 41,36 16,817 (31,6) (136,61) 288,53 72,887 (249,25) (66,159) 172, ,325 (147,41) (278,216) 1,831 49,533 (1,865) (34,491) 1,21 6,7 (649) (3,243) 1,14 36,94 (9,619) (3,55) 1,55 5,274 (162) (811) 3,532 87,437 (29,34) (78,7) 1) For further explanations, see Note 28. 2) After elimination of profit charges arising from the carve-out (see Note 29). Segment Report by Market Geography. 1) k Germany Europe excl. Germany Asia- Pacific & Africa America Group Net sales to external customers 569,28 (512,5) 991,363 (92,398) 231,754 (195,752) 155,172 (133,82) 1,947,569 (1,743,732) Segment assets 269,621 (234,125) 299,384 (245,686) 111,66 (97,161) 4,276 (29,187) 72,887 (66,159) Investments in property rights, licenses and property, plant and equipment 37,53 (23,847) 7,466 (4,375) 769 (3,711) 4,245 (2,558) 49,533 (34,491) Investments in reworkable service parts 6,7 (3,243) () () () 6,7 (3,243) 1) For further explanations, see Note 28. Last year s figures are shown in brackets for each item.
113 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 19 GENERAL INFORMATION. The Wincor Nixdorf Group (in the following Wincor Nixdorf or the Group ) was demerged from Siemens Group by means of a leveraged buy-out on October 1, The ultimate parent company is Wincor Nixdorf AG located in Paderborn, Germany. The company is registered at the local court office in Paderborn, Germany. The stock of Wincor Nixdorf is listed on the Frankfurt Stock Exchange in the Prime Standard segment and is part of the MDAX. The Group s fiscal year commences on October 1 and ends on September 3 of the subsequent calendar year. Wincor Nixdorf is one of the world s leading providers of IT solutions to retailers and retail banks. Our extensive portfolio is aimed at optimizing business processes within bank branches and retail outlets. This is essentially about reducing complexity and cost, and improving service to the end customer. Wincor Nixdorf is represented in over 9 countries around the world and has its own subsidiary companies in 34 of these. Major business geographies are Germany and Europe; however, the company also operates in America, Africa and Asia. The Group s production facilities are located in Paderborn and Arnstadt (Germany), Burgdorf (Switzerland), Singapore, Shanghai (China) and São Paulo (Brazil). Research and development locations are Germany, Switzerland, Singapore, Indonesia, the U.S. and China. The Banking Division proposition includes automated teller machines, bank statement printers, services and multimedia information and service terminals targeted at banks as well as other service providers. Through its Retail Division, Wincor Nixdorf provides products, solutions and services covering the entire value added chain in the retail industry. Key elements of the company s proposition include in-store solutions such as point-of-sale systems, consulting services and implementation of company-wide solutions covering the issues Enterprise Resource Planning, Category Management, Customer Relationship Management and ecommerce. Reported figures are shown in thousands of euros ( k). On November 24, 26, the Board of Directors of Wincor Nixdorf AG released the Group financial statements for the purpose of forwarding them to the Supervisory Board. The Supervisory Board is responsible for assessing the Group financial statements and specifying whether it is in a position to issue an approval of the Group financial statements. Use of International Financial Reporting Standards (IFRS). The Group financial statements of Wincor Nixdorf AG as of September 3, 26, have been prepared in accordance with the International Financial Reporting Standards (IFRS) produced by the International Accounting Standards Board (IASB), London, mandatory at the balance sheet date. All of the International Accounting Standards (IAS), interpretations of the International Financial Reporting Interpretations Committee/Standing Interpretations Committee (IFRIC/SIC) binding in the European Union during the fiscal year 25/26 as well as the statutory requirements according to Section 315a (1) of the German Commercial Code have been considered.
114 11 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile In fiscal 25/26, Wincor Nixdorf AG has applied the following standards which have been revised in the course of the Improvements Project : IAS 1 Presentation of Financial Statements IAS 2 Inventories IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors IAS 1 Events after the Balance Sheet Date IAS 16 Property, Plant and Equipment IAS 17 Leases IAS 21 The Effects of Changes in Foreign Exchange Rates IAS 24 Related Party Disclosures IAS 27 Consolidated and Separate Financial Statements IAS 28 Investments in Associates IAS 31 Interests in Joint Ventures IAS 32 Financial Instruments: Disclosure and Presentation IAS 33 Earnings per Share IAS 39 Financial Instruments: Recognition and Measurement IAS 4 Investment Property IFRS 4 Insurance Contracts IFRS 5 Non-current Assets Held for Sale and Discontinued Operations These standards are applied in conformity with the applicable transitional provisions. To the extent that individual standards contain no specific provisions and no further details have been provided in the subsequent sections, all standards have been applied retrospectively, i.e. as if the new accounting policies had always been applied. Figures pertaining to the preceding year were adjusted accordingly. The first-time application of the revised International Financial Reporting Standards has mainly the following effects on the Group financial statements of Wincor Nixdorf AG as of September 3, 26: IAS 1 Presentation of Financial Statements The IAS 1 revision means the balance sheet has to be presented by current/non-current distinction. Assets and li - abilities are divided up into current and non-current items, and equity now also includes minority interest. Current assets are those which are turned over within the entity s normal operating cycle, which are primarily held for the purpose of being traded, which are expected to be realized within twelve months after the balance sheet date or which are cash or cash equivalents. Current liabilities are those which are expected to be settled within the entity s normal operating cycle, which are primarily held for the purpose of being traded, which are due to be settled within twelve months after the balance sheet date or in respect of which the entity does not have an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date. This differentiation results in a change to the structure of the balance sheet of Wincor Nixdorf AG in fiscal 25/26. The Group balance sheet as of September 3, 25 has been adjusted accordingly, with trade receivables, other assets, other accruals, financial liabilities and other liabilities split up into constituent current and non-current components. Accruals for pensions and similar commitments are characterized as non-current liabilities. Deferred taxes have to be classified as non-current.
115 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 111 In addition, spare parts used by the service business have so far been reported under inventories. These are split up into reworkable service parts and other spare parts. If reworkable parts of Wincor Nixdorf products break down, they are made serviceable again by Wincor Nixdorf or other service providers under a logistics and repairs process and returned to the spare parts inventory. As per typical industry practice, reworkable service parts are now being reported for the first time as non-current assets. Write-down of reworkable service parts is presented separately in the Group Cash Flow statement. The profit or loss attributable to minority interest is included in the profit for the period in the Consolidated Statement of Income. The profit attributable to equity holders of Wincor Nixdorf AG and the profit attributable to minority interest is shown separately. In addition, the following standards, interpretations and amendments have been released by the IASB; however, they are not yet applicable for the Group financial statements of Wincor Nixdorf AG in fiscal 25/26: Amendments to IFRS 4 Insurance Contracts (to be applied after January 1, 26) IFRS 6 Exploration for and Evaluation of Mineral Resources (to be applied after January 1, 26) IFRS 7 Financial Instruments: Disclosures (to be applied after January 1, 27) Amendments to IAS 1 Presentation of Financial Statements (to be applied after January 1, 26) Amendments to IAS 19 Employee Benefits (to be applied after January 1, 26) Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates (to be applied after January 1, 26) Amendments to IAS 39 Financial Instruments: Recognition and Measurement (to be applied after January 1, 26) IFRIC 4 Determining whether an Arrangement Contains a Lease (to be applied after January 1, 26) IFRIC 5 Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds (to be applied after January 1, 26) IFRIC 6 Liabilities arising from Participating in a Specific Market Waste Electrical and Electronic Equipment (to be applied after December 1, 25) IFRIC 7 Applying the Restatement Approach under IAS 29 (to be applied after March 1, 26) IFRIC 8 Scope of IFRS 2 (to be applied after May 1, 26) IFRIC 9 Reassessment of Embedded Derivatives (to be applied after June 1, 26) We intend to consider the standards, interpretations and amendments in our consolidated financial statements in the fiscal year in which they have to be applied according to the guidelines of the IASB. We do not expect any mater ial effects on the Group financial statements of Wincor Nixdorf AG at the moment of first-time adoption.
116 112 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile METHODS OF CONSOLIDATION. Consolidation Group. In addition to the parent company Wincor Nixdorf AG, the Group financial statements as of September 3, 26 essentially include all domestic and foreign subsidiaries in which Wincor Nixdorf AG possesses, either directly or indirectly, over 5% of the shares or voting rights. Other changes in shareholdings and changes as a result of new foundations and business unit takeovers were as follows: By means of a purchase agreement as of January 13, 26, Wincor Nixdorf acquired the remaining 49.99% interest in Siemens Nixdorf B.V., The Hague, the Netherlands, for a consideration of 454k. The purchase price was paid during fiscal 25/26. The contributable equity as of January 13, 26, came to 2,17k. The resulting excess amount of 1,716k has been immediately recognized as other operating income in profit and loss, as at the time of acquisition no future risks from the acquisition were apparent. The entity has been renamed to Wincor Nixdorf B.V. The entity s share in the net profit for the period is 69k. With effect May 1, 26, 1% of the shares in HEROS Security Nederland B.V., Rotterdam, the Netherlands, have been acquired for a purchase price of 39k (part of bankrupt's estate of HEROS Transport GmbH, Hanover, Germany). The purchase price has been paid during fiscal 25/26. Subsequently, the entity was renamed to SecurCash B.V. The entity offers cash management for automated teller machines within outsourcing contracts. The entity has been fully consolidated into the Wincor Nixdorf Group financial statements for the first time on May 1, 26. The contributable equity as of May 1, 26, came to 1,19k. The resulting excess amount of 719k has been immediately recognized as other operating income in profit and loss. The excess amount has been mainly used up by starting losses during the current fiscal year. Acquired assets and liabilities have no material effect on the Group financial statements. The entity s share in the net profit for the period is 713k. Effective September 29, 26, the French subsidiaries Wincor Nixdorf S.A., Nanterre, France, and Wincor Nixdorf Systèmes Bancaires S.A.S., Plaisir, France, have been merged. The merged entity operates under Wincor Nixdorf SAS, Montigny le Bretonneux, France. The merger had no effect on the Group s performance, financial position and cash flows. In addition, the following new foundations took place in fiscal 26: Wincor Nixdorf Retail Services GmbH, Paderborn, subscribed capital of 25k WINCOR NIXDORF Grundstücksverwaltung Ilmenau GmbH & Co. KG, Paderborn, limited partner's capital interest of 1k Wincor Nixdorf (Thailand) Co., Ltd., Bangkok, Thailand, subscribed capital of THB 38,k Wincor Nixdorf EURL, Algiers, Algeria, subscribed capital of DZD 1,k
117 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 113 As a result, the consolidation group at the year-end was made up of 61 companies, including Wincor Nixdorf AG, Paderborn. Had the acquisition date of the newly acquired entity been effected on October 1, 25, Group net sales would have been 234k higher. The effects of an earlier acquisition date on Group profit are of minor importance. Consolidation Principles. The Group financial statements are based on the annual accounts of companies forming part of the Group, such accounts having been compiled under uniform Group rules as of September 3, 26 and, for the comparative period, as of September 3, 25, duly audited and approved by KPMG. By departure from this, we have used audited interim accounts in respect of four companies, as local statutory requirements dictate that these companies have fiscal years ending December 31. Capital consolidation was carried out using the purchase method in accordance with IFRS 3 for all acquisitions after October 1, 23. The approach of quoting shares in the affiliated companies at their book value in the parent company is replaced by the assets at their settlement value and the debts of the consolidated companies. In this way, subsidiary companies equity is compared with the book value of the shares held by the parent company. Goodwill arising from initial consolidation is no longer amortized on a scheduled basis since October 1, 23. Moreover, goodwill is tested for impairment annually or if an indication for impairment exists and eventually an impairment loss is recorded. The interests in subsidiary companies which are not attributable to the parent company are shown within Group equity as minority interest. Other shareholders interests are calculated on the basis of the book values of the assets and liabilities attributable to them. Mutual receivables and payables between companies included in the consolidated accounts are offset against each other. Intra-group income and expenses are consolidated without effect on profit. Intercompany profits arising from intra-group delivery of goods and services are eliminated with a corresponding effect on profit. On consolidation transactions with effect on profit deferred taxes are applied. Currency Translation. Annual accounts prepared in foreign currencies have been converted using the functional currency method. The functional currency is the currency in which a foreign entity primarily operates or settles payments. As Wincor Nixdorf Group companies undertake business dealings financially, economically and organizationally independently, the functional currency is in general identical with the local currency. However, in the case
118 114 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile of Wincor Nixdorf C.A., Venezuela, Wincor Nixdorf Pte. Ltd., Singapore, as well as Wincor Nixdorf S.A. de C.V., Mexico City, Mexico, and Wincor Nixdorf IT Support S.A. de C.V., Mexico City, Mexico, the U.S. dollar and in the case of Wincor Nixdorf Bilgisayar Sistemleri A.S., Ayazaga, Turkey, the euro is used as the functional currency, since these currencies influence the purchase and sales prices for goods and services of the foreign entity. Balance sheet items, including goodwill, are converted at the mid exchange rate applicable on the balance sheet date, and income and expenses on the statement of income are converted using average exchange rates (annual averages). The variance so arising is offset against shareholders equity without affecting profit. In the individual company reports included, foreign currency transactions are recorded at the exchange rates applicable at the time of the transactions. Monetary items in foreign currency (cash and cash equivalents, receivables and payables) are valued at the mid exchange rate on the balance sheet date. The exchange rate profits or losses arising from the valuation or transaction of monetary items are shown in the statement of income. Non-monetary items are translated using historical exchange rates. The foreign exchange rates of the significant currencies for the Wincor Nixdorf Group have developed as follows: ISO- 1 = Code Swiss franc CHF Pound sterling GBP U.S. dollar USD 25/26 Average rate / Closing rate Sept. 3, Sept. 3, Accounting & Valuation Principles. Assets and liabilities have been valued at historical acquisition/production cost, with the exception of equity investments, securities classified as available-for-sale and held for trading and derivatives, which have been included at their relevant market valuations. In compiling the Group financial statements, assumptions have been made, and estimates used, which have affected the value and reporting of capitalized assets and liabilities, of income and expenditure and of contingent liabilities. The assumptions and estimates mainly relate to Group-wide setting of standard economic utilization periods of fixed asset items, to the valuation of inventories, to assumptions for the valuation of pension commitments, to capitalization and valuation of other accruals and also to the ability of future tax benefits to be realized. The actual values may vary in individual instances from the assumptions and estimates made. Changes are incorporated, with a corresponding effect on profit, once improved knowledge is obtained. Intangible Assets. Intangible assets are accounted for at cost and, as the useful lives are finite, amortized in a scheduled manner in equal annual amounts over the relevant utilization period. The amortization period for commercial patents, licenses and product know-how is a maximum of ten years. The remaining useful life of the product know-how is two years. According to IFRS 3, goodwill is no longer amortized on a scheduled basis but only if a need for impairment loss exists.
119 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 115 Property, Plant and Equipment. Property, plant and equipment are valued at cost of acquisition or production, less scheduled amortization. Production costs include direct costs as well as proportionate indirect costs. Business and factory premises are amortized over a maximum of 5 years, plant and machinery over an average of ten years, other fixed assets and office equipment mainly over five years and products leased to customers as per the terms of the relevant contract. Property, plant and equipment are mainly depreciated using the straight-line method in accordance with economic utilization. Plant and machinery and other fixed assets and office equipment used in the production process are written down using front-loaded depreciation rates as a result of multi-shift operations. If parts of single assets have different useful lives, they are separately depreciated on a scheduled basis. Investments. In accordance with IAS 39 Financial Instruments: Recognition and Measurement, investments are considered to be financial assets. They are carried at fair value. Subsequent measurement of recognized loans to employees occurs on the basis of amortized cost, as these items are classified as held-to-maturity. Reworkable Service Parts and Current Inventories. Reworkable service parts and current inventories are valued at purchase or production cost, or at lower net realizable value. The purchase cost of reworkable service parts, raw materials, supplies and merchandise is calculated using the average valuation method. In accordance with IAS 2 Inventories, pro-rata material costs and production overheads (assuming normal utilization), including depreciation on production equipment and production-related social security costs, are included along with production material and production wages in the production cost of reworkable service parts, finished and unfinished products. Interest on loan capital is not capitalized. Write-downs for inventory risks are undertaken to an appropriate and adequate extent. Account was taken for loss-free valuation. Lower net realizable values are used where required. As of the balance sheet date, there were no substantial orders that would require capitalization in accordance with IAS 11 Construction Contracts. Trade Receivables and Other Assets. Receivables and other assets are valued at nominal value or at amortized costs. Provisions for bad debts are considered if an indication for a default in payment exists. The amounts are estimated on the basis of past experience. The expenses are recorded in profit and loss under the functional cost headings.
120 116 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile Cash and Cash Equivalents. Cash and cash equivalents include marketable securities as well as cash in hand and cash at bank (including checks). Securities are financial assets according to IAS 39 and contain securities classified as available-for-sale and held for trading. They are valued at fair value. In order to determine the fair value of marketable securities at the balance sheet date respective quotations of banks have been obtained as well as market prices of trading systems have been used. Changes in value of the securities classified as held for trading are recorded in finance income and finance costs. Changes in securities classified as availablefor-sale are recorded in the revaluation reserve within equity under consideration of deferred tax effects. At the selling date, realized gains or losses are recorded in finance income or finance costs. Purchases and sales of securities are accounted for with the settlement price at trade date. Liquid funds are accounted for at par value. Foreign currency stocks are valued at their mid-price on the balance sheet date. In the current fiscal year, time deposits were temporarily held with banks. At the same time, collateralization of these funds by the counterparties took place in the form of shares with corresponding dividend income; in parallel, expenses were incurred in connection with the aforementioned transactions. Income and expense attributable to these transactions are carried separately under the appropriate income and expense items of finance income and finance costs. Accruals & Liabilities. Pension accruals in respect of employees and pensioners pension entitlements are created using actuarial principles and biometric data corresponding to the Projected Unit Credit method. This method takes account not only of known pensions and known earned future pension entitlements at the balance sheet date, but also of expected future increases in pensions and salaries having estimated the relevant influencing factors. Under this system, actuarial gains and losses are reported immediately in the relevant year s net profit. Pension-like liabilities are valued along the same lines. In accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets, accruals are created on the balance sheet in respect of legal or actual obligations where the outflow of funds to settle such obligations is probable and can be estimated reliably. The values used for such accruals are based on the amounts required to cover the Group s future payment obligations, foreseeable risks and non-specific obligations. Where required, accruals are stated net of unaccrued interest. Liabilities are shown at amortized costs. Impairment. With the exception of inventories (see inventories), deferred tax assets (see deferred tax assets) as well as financial assets (equity investments, loans, receivables, securities and derivatives), the book values of assets held by the Wincor Nixdorf Group are checked on the balance sheet date to see whether there are indicators favoring impairment. Where such indicators exist, the settlement value of the assets is estimated and devaluation is made with a corresponding charge to the statement of income.
121 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 117 Goodwill is tested for impairment annually or if an indication for impairment exists by the execution of an impairment test according to IAS 36. In doing so, the book value of a business unit is compared with the recoverable amount. The Retail and Banking business carved out of the Siemens Group as of October 1, 1999, is considered as one business unit (cash generating unit); all of the following acquisitions are treated individually as independent business units (cash generating units) according to IFRS 3/IAS 36. The recoverable amount equals the value in use, which is determined by the discounted cash flow method. Basis for the determination of future cash flows are data from the detailed Group planning for the periods until 28/29 with subsequent transition to perpetuity. The assumptive continual growth of 1 to 2% for perpetuity complies with the general expectation of the business development. The present value of cash flows is calculated by discounting the free cash flows with an interest rate before taxes between 8 and 12% resembling the referring rate of return of the business units. If the recoverable amount of a business unit is lower than its book value, a goodwill impairment loss is recorded in the amount of the difference. Derivates. Wincor Nixdorf uses derivatives to limit existing interest rate fluctuation risks arising from financing and exchange rate risks of the Group. No derivatives are held for trading purposes. Nevertheless, derivatives not meeting the requirements for cash flow hedge accounting are valued as trading instruments. Derivative transactions are accounted for at acquisition cost at the settlement date. They are then capitalized at a later date at their attributable market values. Resultant profits or losses flow through to profit for the period in question where the requirements for cash flow hedge accounting are not met. If hedging relationships are effective, the amounts of profit are under consideration of deferred tax effects credited (and losses charged) to equity, with no effect on accounting profit. Leasing. Wincor Nixdorf Group offers leasing of banking machines to external customers. According to IAS 17 Leases, such leasing arrangements predominantly qualify as operating leases. Arrangements that qualify as finance leases are presented at the present value of future minimum lease payments receivable under trade accounts receivable. In addition, the detail of certain contracts, such as company vehicle leases, result in the reporting of liabilities arising from financing leases. These are shown under financial liabilities and stated at the cash value of the minimum lease payments.
122 118 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile Public Sector Assistance. Public sector financial assistance is reflected in our accounts in accordance with IAS 2 Accounting for Government Grants and Disclosure of Government Assistance only where there is reasonable certainty of the associated conditions being met and the assistance provided. Assistance is reported as income, in effect simultaneously offsetting the expenses for which the assistance was provided. During the year, public sector assistance came to 95k (previous year: 753k) and is reported in the profit and loss statement under functional costs (cost of sales, research and development expenses and selling, general and administration expenses). Net Sales. Net sales from the delivery of goods are recognized as soon as the entity has transferred to the customer the significant risks and rewards of ownership of the goods. Within this context, the entity retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold. The amount of revenue can be measured reliably, and it is probable that the economic benefits associated with the transaction will flow to the enterprise. Net sales from services are recognized when the service is rendered, insofar as the amount of revenue can be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the enterprise. In the case of maintenance agreements concluded for a period from one to five years, net sales are recognized on a straight-line basis. Cost of Sales. The cost of sales includes costs of the sale of products and services as well as purchase costs of the sale of merchandise. In addition to direct material and production costs, the cost of sales comprises overheads including the pro-rata consumption of fixed assets. Research & Development Expenses. Under IAS 38, research and development expenses can only be capitalized when certain precise preconditions are met. Under these rules, capitalization is required wherever the development activity will, with an adequate degree of probability, result in future cash inflows which will cover the relevant development expenses in addition to normal costs. Moreover, certain criteria must also be met cumulatively in terms of the development project or the project or process to be developed. These preconditions are not met, as the nature and dimension of characterizing research and development risks mean that the functional and commercial risk inherent in the products under development can, as a rule, only be estimated with sufficient reliability when development of the relevant products or processes has been completed, and post-development sales and marketing activities conducted during the pre-marketing stage (marketing and sale as a trial product) have proven that the products meet the technical and commercial requirements posed by the market.
123 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 119 Taxes. Taxes on income and profit comprise both ongoing and deferred taxes. Taxes are recorded in the statement of income unless they refer to items directly recorded under shareholders equity, in which case the corresponding deferred taxes are also entered under shareholders equity without any effect upon profit. Ongoing taxes are taxes expected to be payable for the year, on the basis of tax rates valid in the year in question, plus any tax corrections for previous years. Deferred taxes are reported in respect of temporary differences between the values, for tax purposes, of assets and liabilities and their values in the Group financial statements. By departure from this, no deferred taxes are reported in respect of goodwill, amortization of which is non-taxdeductible. In addition, deferred tax assets in respect of the future utilization of tax losses carried forward are shown. Deferred tax assets on temporary differences and tax losses carried forward are recognized to the extent that it is probable that sufficient taxable income will be available in order to use them. The deferred taxes are shown at the rates of tax that will be effective under applicable law at the time at which the temporary differences are predicted to turn around or at which the tax losses carried forward can probably be used. NOTES TO THE STATEMENT OF INCOME. Structure of Accounts. The statement of income is structured using the cost of sales method. 1 Net Sales. Net sales are divided into those from the sale of products ( 1,157,22k; previous year: 1,31,984k) and those from the provision of services ( 79,367k; previous year: 711,748k) reduced by sales deductions. 2 Gross Profit on Sales. Gross margin is 26.5% (previous year: 26.4%) of net sales. After adjusting for profit charges arising from the carve-out (see Note 29), the gross margin is 27.5% (previous year: 27.9%). The currency profits/losses of 6,999k (previous year 13,397k) shown in the statement of income after set-off are essentially comprised within the cost of sales. 3 Selling, General and Administration Expenses. These mainly comprise personnel and material costs in administrative departments, plus miscellaneous taxes. 4 Other Operating Income. Other operating income includes excess amounts, recognized in profit or loss, of 2,435k, which are attributable to acquisitions executed during the fiscal year. In addition, this item mainly includes gains on the disposal of land and buildings in the amount of 1,99k.
124 12 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile 5 Finance Income and Finance Costs. Finance income and finance costs are comprised as follows: Finance income Interest and similar expenses Interest element within additions to long-term accruals and other finance costs Finance costs 25/26 21,93 28,658 5,216 33,874 12,781 k 24/25 2,574 12,475 9,525 22, 19,426 During the year under review, interest expended on longterm bank debt amounted to 4,973k (previous year: 7,332k). All borrowing costs have been immediately recognized in profit and loss. 6 Income Taxes. Ongoing taxes on income and profit Deferred tax expenses Deferred tax income 25/26 31,32 21,422 6,32 46,152 k 24/25 28,22 21,69 14,247 35,384 The amounts shown above for ongoing taxes on income and profit relate, within Germany, to corporate income tax and municipal corporate income tax plus proceeds from partial release of tax accruals made during the previous year and, in the case of foreign subsidiaries, income-related taxes calculated in accordance with the national tax legislation applicable to the individual companies. Deferred taxes in the amount of 3,456k (previous year: 2,683k) have been recorded in equity without any effect on profit and loss. They result from the market valuation of the cash flow hedges and of the available-for-sale securities: the tax effect on the settlement of the share-based payment program 24 in fiscal 25/26 has also been recognized directly in equity. The deferred taxes are the result of time-related variances in reported values between the tax accounts of individual companies and the values of the Group financial statements using the liability method plus capitalization of tax losses capable of being carried forward. As of September 3, 26, tax losses carried forward in the amount of 1,195k have not been capitalized. As of September 3, 26, all German deferred taxes were calculated in respect of temporary differences using a combined tax rate of 39%. The reported value of all deferred taxes on tax losses carried forward was arrived at by using tax rates of 17% for municipal corporate income tax and % for corporation tax whilst allowing for the ability of municipal corporate income tax to be treated as a taxdeductible expense for corporation tax purposes. Any dividends payable in the future of Wincor Nixdorf AG will have no effect upon the Group s tax charges. Actual tax expenses are 3,77k below those which would be expected to be arrived at through the application of the ultimate parent company s tax rate for distributions. Last year, mainly due to the effect of extraordinary items, actual tax proceeds were 91k below those which could have been expected.
125 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 121 The table below contains a reconciliation of expected net tax expenses with the actual reported tax: Group profit before tax 25/26 128,5 k 24/25 9,962 Expected tax expenses based on a tax rate of 39% (24/25: 39%) Differences from expected tax expenses Difference from local tax rates Difference arising from change of tax rate for deferred taxes Increases/decreases in tax due to tax-exempt income and non-tax-deductible expenses Consolidation entries excl. deferred taxes or with differing tax rates Corrections arising from tax audits and other effects Valuation allowances on deferred tax assets capitalized for tax losses carried forward Total adjustments Actual tax expenses The effective tax rate is 36.1% (previous year: 38.9%). 49,922 8, , , ,77 46,152 35,475 5, ,953 1,75 1, ,384 The deferred tax assets and liabilities relate to the following balance sheet items: k Intangible assets Tangible assets Financial assets Inventories Receivables and other current assets Pension accruals Other accruals Liabilities Losses carried forward Netting off of deferred tax assets and liabilities Sept. 3, 26 Deferred tax assets 966 1, ,771 9,42 2,84 11,427 5,732 6,846 68,149 57,363 1,786 Deferred tax liabilities 49,87 1,97 11, ,336 7,25 57,363 12,842 Sept. 3, 25 Deferred tax assets ,253 2,452 17,869 1,472 14,174 16,154 73,346 48,655 24,691 Deferred tax liabilities 44,893 2,22 3,96 6, ,541 6,975 48,655 12,32
126 122 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile 7 Earnings per Share. Earnings per share are calculated by dividing profit attributable to ordinary equity holders by the weighted average of ordinary shares outstanding. Profit attributable to the ordinary equity holders of Wincor Nixdorf AG ( k) Weighted average of ordinary shares outstanding (in thousands) Basic Earnings per share ( ) Weighted average of ordinary shares outstanding plus diluting share options (in thousands) Diluted Earnings per share ( ) 25/26 81,8 16, , /25 54,99 16, , The share-based payment program is described under Note 16. Amortization of product know-how is 2,31k (previous year: 26,213k). This figure includes impairment losses of 2,984k (previous year: 5,781k) due to a lack of intrinsic value. The depreciation of other intangible assets, including impairment of 134k (previous year: k), amounts to 7,45k (previous year: 6,87k). During fiscal 25/26, the acquisition of commercial patents and similar rights plus licenses to such rights resulted in additions of 5,737k (previous year: 5,599k). Advances made amount to 3,71k (previous year: 434k). The reduction in goodwill by 43k is due to subsequent adjustments to the purchase consideration relating to BEB Industrie-Elektronik AG, Burgdorf, Switzerland, acquired in fiscal 24/25. In the statement of income, product know-how amortization is shown under cost of sales. The depreciation of other intangible assets is included in the statement of income under the various functional cost headings (cost of sales, research and development expenses, selling expenses and general administration expenses). NOTES TO THE BALANCE SHEET. 8 Intangible Assets. Changes during fiscal 25/ 26 and fiscal 24/25 to individual items within intangible assets are shown in the Group Changes in Intangible Assets and Property, Plant and Equipment tables. Intangible assets as of September 3, 26 include product know-how of 31,78k (previous year: 51,811k) arising from the leveraged buy-out. The product know-how arising from the leveraged buyout contains the acquired development services, valued on a historical cost basis, for products and solutions in the Retail and Banking segments. 9 Property, Plant and Equipment. Changes during fiscal 25/26 and fiscal 24/25 to individual items within property, plant and equipment are shown in the Group Changes in Intangible Assets and Property, Plant and Equipment tables.
127 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 123 Additions to property, plant and equipment are valued at 4,86k (previous year: 31,71k), with large individual elements of this being other fixed assets & office equipment at 31,213k (essentially specialist tools and IT equipment), plant and machinery at 4,39 and equipment under construction at 3,589k, mainly the result of specialist tools not yet finished. The depreciation of 29,454k (previous year: 25,229k) is included in the statement of income under the various functional cost headings. The leasing of banking machines essentially corresponds to operating leases as defined by IAS 17. Under the tailored terms of product lease agreements between Wincor Nixdorf as lessor and customers as lessees, the main risks and rewards remain with Wincor Nixdorf. The minimum lease periods are between three and five years, with extension options in existence under identical terms. Depreciation and book values as on the balance sheet dates are shown in the Group Changes in Fixed Assets table. At the end of fiscal 25/26 all existing product lease agreements have expired. 1 Investments. The 6% interest in WINCOR NIXDORF Immobilien GmbH & Co. KG, Paderborn, has been recognized as an addition to investments in the amount of 96k. The investment is accounted for at fair value through profit or loss. The measurement at fair value showed an increase in the fair value of 22k as of September 3, 26. This gain is recognized in the income statement as operating income. In addition, within equity investments the 1% investment in RUBEAN AG, Munich, fully depreciated during fiscal year 21/22 is presented. Included under loans to employees classified as heldto-maturity of 91k (previous year: 148k) are current lendings of 26k (previous year: 42k). 11 Reworkable Service Parts. Where necessary, the lower net realizable value was used, with due regard to selling and production costs still to be incurred. The total value of reworkable service parts valued as of September 3, 26 at their lower settlement values was 15,71k (previous year: 13,87k). Write-down of reworkable service parts reported under cost of sales is 5,274k. 12 Receivables and Other Assets. Trade receivables Amounts owed by undertakings in which the company has a participating interest Current tax assets Other assets Sept. 3, 26 of which with a residual term of more than one year 267,873 5, ,458 53,55 3, ,861 8,432 k Sept. 3, 25 of which with a residual term of more than one year 245,471 3,876 2,78 41,896 2,173 29,147 6,49 The trade receivables are reduced by necessary valuation allowances amounting to 15,26k (previous year: 15,277k).
128 124 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile Trade receivables comprise receivables from finance leases in the amount of 4,677k (previous year: 4,926k). The leasing contracts are concluded for a term of up to ten years. Residual terms of present value of minimum lease payments receivable. k Residual term up to 1 year Residual term between 1 and 5 years Residual term more than 5 years Residual term up to 1 year Residual term between 1 and 5 years Residual term more than 5 years Unearned finance income Present value of minimum lease payments receivable 25/26 1,194 2, ,677 25/26 1,465 3, ,167 4,677 24/25 1,492 2, ,926 Residual terms of total gross investment in the lease. k 24/25 1,727 3,156 1,277 1,234 4,926 Other assets include sales tax of 14,375k (previous year: 13,46k), receivables from employees and other receivables of 4,216k (previous year: 1,818k), a surplus of plan assets over pension liabilities in Germany of 1,851k (previous year k) and debit balances in creditors of 796k (previous year: 2,386k). Moreover, other assets include the current and non-current portion of prepaid expenses ( 2,618k, previous year: 14,83k and k, previous year: 679k respectively). 13 Deferred Taxes. Deferred taxes have been accrued for under the temporary concept in accordance with IAS 12 Income Taxes, using the tax rates in force, approved and known as of the balance sheet date. This item includes deferred tax assets as of September 3, 26, 1,786k (previous year: 24,691k) after netting off deferred tax liabilities. Deferred tax assets of 6,846k are the result of future utilization of tax losses brought forward in accordance with IAS. Further expla natory notes on deferred tax assets are contained in Note 6 to the accounts (Income Taxes). 14 Inventories. k Raw materials and supplies Unfinished goods Finished goods and merchandise Advances made Sept. 3,26 59,518 24, ,648 1, ,756 Sept.3,25 43,326 15, , ,861 Where necessary, the lower net realizable value was used, with due regard to selling and production costs still to be incurred. The total value of inventories valued as of September 3, 26 at their lower settlement values was 43,574k (previous year: 63,479k). Inventory impairment reported under cost of sales is 1,475k (previous year: 15,443k).
129 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information Cash and cash equivalents. Marketable securities. As of September 3, 26, marketable securities amount to 68k (previous year: 69k). The available-for-sale securities are held as security-backing, as required by Sect. 14 of the Austrian Income Tax Act, for our Austrian subsidiary s pension accruals. Movements in market value are accounted for in the revaluation reserve, with no effect on accounting profit, and 1k were added to this during the fiscal year. The historical acquisition cost of available-for-sale securities is 5k. Cash in Hand and at Bank (including Checks). The cash in hand of 1,36k (previous year: 1,579k) mainly includes test cash for automated teller machines. Bank balances, including payments en-route, are 5,569k (previous year: 48,144k). Checks amount to 2,67k (previous year: 1,136k). 16 Group Equity. The changes in Group equity and individual elements thereof are shown in detail in the Changes in Equity table. Distributions. Under the German Stock Corporations Act, the distributable dividend depends on the amount of consolidated profit reported in the Wincor Nixdorf AG financial statements, i.e. 55,21k as of September 3, 26. The amount of Wincor Nixdorf AG s final distributable profit for fiscal 25/26 being proposed for distribution by the Annual General Meeting is 46,319k (equivalent to 2.8 per share). The remaining amount is to be carried forward. The amount of 34,739k ( 2.1 per share) was distributed to Wincor Nixdorf AG equity holders during the year. Subscribed Capital. The capital stock is divided into 16,542,494 ordinary shares. All shares issued up to and including September 3, 26 are fully paid-up. Each share is granting equal voting rights and dividend entitlement. Authorized Share Capital. As the result of a resolution at the AGM on May 14, 24, the Board of Directors has been authorized to increase the company s nominal share capital with the Supervisory Board s approval by up to 1,654,249. (Authorized Share Capital I 24) through the issue for cash of new ordinary bearer shares under single or multiple initiatives up to May 13, 29. The Board of Directors was also authorized by resolution of the AGM on May 14, 24 to increase the company s nominal share capital with the Supervisory Board s approval by up to 6,616,997. (Authorized Share Capital II 24) through the issue for cash and/or contributions in kind of new ordinary bearer shares under single or multiple initiatives. Contingent Share Capital. The AGM on May 14, 24 resolved that the company s nominal share capital may be increased, subject to certain conditions being met, by a maximum of 1,46,112., divided into a maximum of 1,46,112 bearer shares. This contingent increase in share capital is exclusively for purposes of awarding share options to members of the Board of Directors of the company and to members of the management bodies of subsidiary domestic and foreign affiliated companies as well as to other managers and employees of the company and its subsidiary affiliated companies in accordance with more detailed criteria as set out in the authorization resolution passed at the AGM on May 14, 24, in the version of the supplementary resolution passed by the AGM on February 21, 26.
130 126 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile Additional Paid-in Capital. Additional paid-in capital reflects the additional funds received from the issue of shares and the personnel expenses arising from the management share-based payment program 25 and 26 (previous year: share-based payment program 24 and 25). Retained Earnings. Other retained earnings contain the cumulative profits made by the subsidiary companies included in the Group financial statements, the consolidated profit, other consolidation reserves and currency translation adjustments. Revaluation Reserve. The revaluation reserve includes the variances between the purchase cost of securities shown under Note 15 and their referring market values as well as the market valuation of the cash flow hedges, less deferred taxes. Share-based Payment. As of June 2, 24, Wincor Nixdorf granted 212,5 share options for an exercise price of 45.1 under a share-based payment program to its managers (share-based payment program 24). The vesting period of the share options is two years. Each share option entitles the bearer to purchase one share in the company at the exercise price (strike price). There is no limit to the profit which can accrue upon purchase. The strike price in each instance corresponds to 11% of the value at the outset; it takes account of distributions made during the life of the options, such as dividend payments and any drawing rights or other special rights. The target criteria are not subsequently lowered during the life of the program. In order to sign up to acquire, and later exercise, share options, employees must make a separate private investment in company shares at a ratio of 1:1 (shares : share options), and such shares must be held by them for the entire holding period of two years. The share option must be exercised within ten days after the end of the vesting period. The company is entitled to settle the options either in shares or cash. The holder of the option has to remain in the company s employ until the end of the vesting period. The fair value of the option of 5.22 has been calculated by the application of the Black-Scholes-Merton formula by an external expert. The following inputs have been used: Exercise price of the option 45.1 Expected volatility 32.6% Option life 2 years Expected dividend 3.2 Risk-free interest rate 2.5% Fluctuation of employees 3.6% Due to the going public of Wincor Nixdorf on May 19, 24, the expected volatility is based on the historical volatility of eleven listed companies that supply similar goods and services.
131 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 127 The vesting period for the 24 share-based payment program expired on June 2, 26, and of the 212,5 share options issued 199,25 have been exercised. The weighted average share price at the date of exercise was The share options were redeemed by the allocation of shares (7,25 share options), which have been purchased on the market at a weighted average share price of 95.43, and by cash settlement (192, share options). The portion of the purchased shares with regard to the capital stock of Wincor Nixdorf AG amounts to.4%. This did not produce any change to the total number of shares in issue. The expenses incurred have been charged directly against retained earnings within equity. Personnel costs in connection with the share-based payment program 24 recorded in additional paid-in capital have been reclassed to retained earnings. As of March 1, 25, Wincor Nixdorf granted 175,25 share options for an exercise price of under a second share-based payment program to its managers (share-based payment program 25). The vesting period of the share options is two years. Each share option entitles the bearer to purchase one share in the company at the exercise price (strike price). There is no limit to the profit, which can accrue upon purchase. The strike price in each instance corresponds to 11% of the value at the outset; it takes account of distributions made during the life of the options, such as dividend payments and any drawing rights or other special rights. The target criteria are not subsequently lowered during the life of the program. In order to sign up to acquire, and later exercise, share options, employees must make a separate private investment in company shares at a ratio of 1:1 (shares : share options), and such shares must be held by them for the entire holding period of two years. The share option must be exercised within ten days after the end of the vesting period. The company is entitled to settle the options either in shares or cash. The holder of the option has to remain in the company s employ until the end of the vesting period. The fair value of the option of 6.97 has been calculated by the application of the Black-Scholes-Merton formula by an external expert. The following inputs have been used: Exercise price of the option Expected volatility 23.6% Option life 2 years Expected dividend 4.33 Risk-free interest rate 2.5% Fluctuation of employees 3.3% Expected volatility is the average of the 3 months historic volatility and the volatility based on the 1-year period of the Wincor Nixdorf share. Further long-term volatilities are not available because of the going public in May 24. As of March 27, 26, Wincor Nixdorf granted 166,89 share options for an exercise price of under a third share-based payment program to its managers (share-based payment program 26). The vesting period of the share options is two years. Each share option entitles the bearer to purchase one share in the company at the exercise price (strike price). There is no limit to the profit which can accrue upon purchase. The strike price in each instance corresponds
132 128 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile to 11% of the value at the outset; it takes account of distributions made during the life of the options, such as dividend payments and any drawing rights or other special rights. The target criteria are not subsequently lowered during the life of the program. In order to sign up to acquire, and later exercise, share options, employees must make a separate private investment in company shares at a ratio of 1:1 (shares : share options), and such shares must be held by them for the entire holding period of two years. The share option must be exercised within ten days after the end of the vesting period. The company is entitled to settle the options either in shares or cash. The holder of the option has to remain in the company s employ until the end of the vesting period. The fair value of the option of has been calculated by the application of the Black-Scholes-Merton formula by an external expert. The following inputs have been used: Exercise price of the option Expected volatility 26.9% Option life 2 years Expected dividend 5.2 Risk-free interest rate 3.156% Fluctuation of employees 3.4% The changes in the composition of share options are as follows: As of October 1 Granted during the period Exercised during the period Expired during the period As of September 3 Exercisable at the end of the period 25/26 Average Share exercise options price number 387, , , , , /25 Average Share exercise options price number 212, , , During the fiscal year, personnel costs in connection with the share-based payment programs amounted to 1,351k (previous year: 847k). The additional paid-in capital has been increased by this amount. However, personnel costs in connection with the share-based payment program 24 ( 343k) have been reclassed to retained earnings together with the amount carried forward for the share-based payment program 24 in additional paid-in capital ( 686k). Expected volatility is the average of the 3 months historic volatility as well as the volatility based on the 1-year period and 18 months volatility of the Wincor Nixdorf share. Further long-term volatilities are not available because of the going public in May Minority Interest. Minority interest is presented in detail in the Changes in Equity table.
133 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information Accruals for Pensions and Similar Commitments. Present value of unfunded obligations Present value of funded obligations Market value of plan assets Past service cost not included in profit and loss Net liabilities Amount recognized as asset Accruals for pensions and similar commitments Sept.3,26 17, , , ,11 1,851 19,961 k Sept.3,25 12,657 2,837 18, , ,935 Depending on legal, economic and tax environments of the country in question, employees of the Wincor Nixdorf Group have various retirement planning systems available to them. The greater part of them classify as defined benefit plan. The pension plan run by WINCOR NIXDORF Inter national GmbH, Paderborn, is based upon direct performance-related commitments. Differentiation must be made between pension commitments to tariff employees and those to non-tariff employees. For tariff employees, commitments depend on length of service and tariff grade, and also partly on length of service and salary when the pension is put into payment. The value of pension commitments is generally reviewed once every three years. For non-tariff employees there are fixed-sum commitments related to age 6. These take the form of varying individual pension commitments set out and agreed on the basis of individual contracts. The amounts are related to income and progression of income. Wincor Nixdorf converted parts of the employer s pension scheme arrangements in the third quarter of 26 from pension payments to a one-time pay-off or payment in several installments. This alteration has resulted in a change to the pension obligations valuation in fiscal 25/26. In June 26, Wincor Nixdorf created plan assets according to IAS 19 as part of a Contractual Trust Arrangement by transferring assets to a registered association (Wincor Nixdorf Pension Trust e.v.). The association, as an independent pension fund, is entitled to the plan assets, which fund pension obligations to employees in Germany. The plan assets, which were transferred to the association at their market values, are divided into an equity interest in a real estate company ( 14,562k), equity interest in a management company ( 25k), trade receivables ( 3,69k) as well as cash ( 56,k). The plan assets have been deducted from the corresponding pension obligations. In September 26, additional 28,275k has been allocated to the pension fund by means of cash. As of September 3, 26, the pension plan was over funded by 1,851k. The amount is presented under other non-current assets. With regard to Wincor Nixdorf entities, the underlying actuarial assumptions (weighted average) are as follows: Interest rate Income trend Pension trend 25/26 4.2% 2.6% 1.9% 24/25 4.4% 1.6% 1.3%
134 13 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile In addition, life expectancy assumptions have been considered. The 25G Heubeck Tables have been used for Germany. In doing this, actuarial gains and losses are recorded immediately in the relevant year s annual net profit in the functional cost headings. Pension expenses consist of current service costs and interest costs. Current service costs are accounted for within functional cost headings. Interest costs related to the measurement of the pension plan of WINCOR NIXDORF International GmbH have been presented in finance costs until June 3, 26. Due to the creation of plan assets, interest costs for the pension plan of WINCOR NIXDORF International GmbH are shown in the functional cost headings since July 1, 26 together with the expected return on plan assets. Interest costs for the other pension plans in Germany are recorded in finance costs. The distribution of the total costs of Wincor Nixdorf is made up as follows: k Current service cost Interest cost Expected return on plan assets Actuarial gains and losses Returns from plan alteration Past service cost Total profit effect 25/26 8,953 7,127 2,55 2,583 8, ,661 24/25 6,76 6, ,751 The present value of pension accruals of Wincor Nixdorf is as follows: k October 1 Transfers/Exchange rate differences Current service cost Interest cost Expected return on plan assets Actuarial gains and losses Returns from plan alterations Past service cost Transfer to pension trust Pension payments Net liability Amount recognized as asset September 3 25/26 122,935 5,71 8,953 7,127 2,55 2,583 8, ,145 1,42 18,11 1,851 19,961 24/25 18,513 2,833 6,76 6, , , ,935 Expected return on plan assets is determined based on a weighted average of 4.7% (previous year: 3.6%) and shown within the functional cost headings (previous year: finance income). The actual return on plan assets was 2,652k (previous year: 824k). Subsidiaries in Belgium, the Netherlands and Sweden have installed so-called multi-employer plans. According to IAS 19, these plans have to be treated as defined benefit plans. Since the required information of the plans is not available, the plans are treated as defined contribution plans. The personnel expenses of the fiscal year include expenses for defined contribution plans in the amount of 21,82k (previous year: 17,353k).
135 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information Other Accruals. k Oct. 1, 25 Currency variances & misc. Draw-downs Releases Additions Accumulation Sept. 3, 26 Non-current other accruals Miscellaneous accruals for personnel expenses 19, , , ,248 Miscellaneous 365 4,437 4,82 Total non-current other accruals 2, , , ,5 Current other accruals Accruals for other taxes Miscellaneous accruals for personnel expenses 42, ,39 5,655 32,696 42,71 Accruals for Warranties 35, ,129 1,222 41,222 5,834 Delay and contract penalties 4, ,433 5,971 Potential losses on pending transactions 11, , ,858 13,431 Miscellaneous 4, ,71 1,388 5,683 6,931 Total current accruals associated with sales and procurement markets 54, ,851 3,63 6,196 77,167 Other current miscellaneous accruals 17, ,385 5,59 16,61 19,73 Total current other accruals 115, ,319 14,816 18,99 139,62 Total other accruals 135, ,466 15,428 12, ,67 In accordance with IAS 37, accruals are created on the balance sheet in respect of legal or actual obligations where the outflow of funds to settle such obligations is probable and can be estimated reliably. The accruals for personnel costs have been created essentially for pre-retirement part-time working arrangements, vacation and flexi-time not taken, service anniversary awards, severance payments in connection with dismissals and company social benefit top-up schemes. As a means of entering into early retirement, WINCOR NIXDORF International GmbH, Paderborn, offers a com - pany-subsidized pre-retirement part-time working scheme using the block model. The term of the scheme is between two and six years, and entry to the scheme is permitted no earlier than the employee s 55th birthday. Essentially, during the working phase, the employee performs full duties on half pay. During the release phase, the employee no longer works, but receives the remaining 5% of his or her
136 132 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile remuneration. The employer subsidy takes the form of topping up of remuneration and pension plan contributions. The accrued amount has been offset by 3,21k in the previous year, which was invested for insolvency protection of funds related to the German pre-retirement part-time working scheme in marketable securities ( 2,999k) and in a trustee account ( 211k). In the current fiscal year, this insolvency protection has been handled by a guarantee agreement closed with an external bank. Warranty accruals are created in respect of product warranty obligations which are prescribed by statute or contractually agreed or which have arisen de facto. Where delay and contract penalties are agreed in contracts for the supply of goods and/or services, and where the incurrence of penalties is probable in the light of the current position, a corresponding accrual for delay and contract penalties is created. Where income from an order does not cover prime cost, accruals are created for potential losses on pending transactions to the value of the variance between income and expenses. The risks associated with the potential claims for damages and pending legal proceedings have been accounted for in other non-current accruals. Other miscellaneous accruals contain mainly accruals for outstanding invoices of services received plus accruals for costs associated with external annual accounts. 2 Liabilities. Financial liabilities Advances received on orders Trade payables Amounts owed to undertakings in which the company has a participating interest Current income tax liabilities Other liabilities Total amount 29,35) (226,694) 76,368) (26,571) 213,41) (194,529) 611) () 21,329) (2,33) 166,216) (137,455) 687,284 (65,579) Residual term up to 1 year 16,873) (52,59) 76,368) (26,571) 211,78) (194,529) 611) () 21,329 (2,33) 166,23) (137,228) 492,912 (431,248) Residual term between 1 and 5 years 6,298) (3,24) ) () 1,72) () ) () () 187) (227) 8,187 (3,431) Last year s equivalent figures are shown in brackets. k Residual term more than 5 years 186,179) (17,9) ) () ) () ) () ) () 6) () 186,185 (17,9) Financial Liabilities. Financial liabilities consist of bank liabilities and liabilities from finance leases. The liabilities are shown at amortized costs. These generally reflect the market values. The revolving facility credit agreement set up on August 2, 25, has been concluded for a term of seven years until August 1, 212. Within this term, Wincor Nixdorf may unrestrictedly dispose of the volume of credit of 35,k with variable maturities. The interest is based on an additional margin on the relevant EURIBOR rate. The additional margin is derived from a fixed scaling of the relation of net debt to EBITA of Wincor Nixdorf Group.
137 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 133 Bank liabilities as of the balance sheet date came to a total of 23,218k (previous year: 224,113k) of which 185,k (previous year: 17,k) were from the revolving facility. The liable parties are WINCOR NIXDORF International GmbH ( 15,k, previous year: 135,k) and Wincor Nixdorf AG ( 35,k, previous year: 35,k). The revolving facility agreement also allows further loans over and above the funding already taken out to be drawn down. Liabilities from finance leases amount to 6,132k (previous year: 2,581k). The referring assets are disclosed as tangible assets ( 4,434k, previous year: 638k) and trade receivables ( 1,725k, previous year: 1,844k). Residual terms of present value of minimum lease payments. k Residual term up to 1 year Residual term between 1 and 5 years Residual term more than 5 years Residual term up to 1 year Residual term between 1 and 5 years Residual term more than 5 years Interest Present value of minimum lease payments 25/26 1,287 3,666 1,179 6,132 25/26 1,354 4,179 1, ,132 24/ ,24 9 2,581 Residual terms of future total minimum lease payments. k 24/ ,254 1, ,581 Amounts Owed to Undertakings in which the Company has a Participating Interest. The payables relate to WINCOR NIXDORF Immobilien GmbH & Co. KG, Paderborn, for remittable rental income, which is in part offset against receivables attributable to incidental rental expenses on-billed. Other Liabilities. Other liabilities comprise tax liabilities of 2,721k (previous year 16,38k), social security liabilities of 6,785k (previous year: 1,244k) and other miscellaneous liabilities of 63,774k (previous year: 53,714k). For the remaining liabilities, there are also usual industry and ipso jure sureties in place to the customary extent. In addition, deferred income of a total amount of 74,936k (pre vious year: 57,116k) is presented within other liabilities. This mainly includes deferred maintenance agreements to a value of 62,91k (previous year: 51,58k). 21 Derivative Financial Instruments. Currency Risks. At Wincor Nixdorf Group, both sales and purchases are transacted in foreign currency. After netting off, there remains a net volume of foreign currency which is roughly equivalent to 6% of net sales and can therefore be regarded as being of a minor nature. The entire Group s currency risk is managed and controlled by WINCOR NIXDORF International GmbH, Paderborn. The U.S. dollar currency risk is nearly completely hedged for the next twelve months by a combination of fiscal and natural hedge.
138 134 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile Since the end of fiscal 23/24, the monthly expected future U.S. dollar, sterling and Japanese yen payments received and/or payments made are hedged for a period of twelve months by external monthly due forward currency transactions undertaken with banks. Since the hedge is classified as highly effective, a cash flow hedge is accounted for according to IAS 39 Financial Instruments: Recognition and Measurement. The nominal sum of the forward currency transactions amounts to 131,9k. The corresponding market values which are determined by market prices amount to 1,276k and 891k respectively (previous year: 17k and 6,988k) at the balance sheet date and have been recorded without any impact on profit and loss in the revaluation reserve within equity. The market values are presented under other assets or other liabilities respectively. Market prices have been obtained by respective quotations of banks. The forward currency transactions will affect profit and loss at maturity date. During this fiscal year, 6,881k (previous year: 284k) have been released from revaluation reserves and recorded in profit and loss under cost of sales. The flows of foreign currency are recorded centrally for the entire Group and, where feasible, equalized out. No foreign currency options were transacted during the fiscal year. Interest Rate Risks. In order to reduce the risk of interest rate changes, Wincor Nixdorf entered into an agreement of three collars with a nominal sum of 15,k, with a variety of different banks. Two of the three collars run until December 31, 21, with the third collar running until December 31, 27. A collar is a combination of interest rate cap and interest rate floor. An interest rate cap is taken to mean an agreement between buyer and seller under which the seller pays the buyer the difference between the agreed upper interest rate limit and the reference rate (if higher) on an agreed nominal sum over a set term. An interest rate floor, on the other hand, is the description given to an agreement between buyer and seller stipulating that the seller will pay the buyer the difference between the agreed lower interest rate limit and the reference rate (if lower) on an agreed nominal sum over a set period. Wincor Nixdorf has secured an upper interest rate limit of 5.% (as buyer of the interest rate caps) and a lower interest rate limit of 1.75% (as seller of the interest rate floors). The underlying reference rate is the 3-months EURIBOR. By the collar, Wincor Nixdorf is not only protected against rising interest rates but is also able to benefit from falling rates down to the lower limit of 1.75%. The interest rate caps and floors performed as follows up to the balance sheet date: Market value: interest rate caps Nominal sum: interest rate caps Market value: interest rate floors Nominal sum: interest rate floors Sept.3, , 26 15, k Sept.3, , ,
139 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 135 The market value is arrived at by taking the value of outstanding positions at market prices without adjusting for adverse movements in the value of the underlying transactions. It shows the effect that smoothing of interest rate caps and floors had on profit as of the year-end. The market values were arrived at based upon corresponding quotations obtained from banks using mark-to-market models. The positive market value of the interest rate caps as of September 3, 26 is shown as relevant under other noncurrent assets. The negative market value of the interest rate floors is shown under other non-current liabilities. The changes in value are included under finance income and finance costs. The impact of the changes in value on profit and loss is 176k (previous year: 1,52k). The following residual terms apply: Residual terms of the interest rate caps Sept. 3, 26 Residual terms of the interest rate floors Sept. 3, 26 Nominal sum 15, (15,) 15, (15,) Residual Residual term term less between than 1 year 1 and 5 years () () 15, (5,) 15, (5,) k Residual term over 5 years (1,) (1,) Last year s equivalent figures are shown in brackets. As the underlying contract was entered into with banks of impeccable financial standing, there are no credit risks associated with this financial instrument. In addition, since September 27, 26, Wincor Nixdorf has effected an interest rate swap for a nominal sum of 5,k at a secured interest rate of 3.797% until July 31, 212. In doing so, Wincor Nixdorf is hedging the EURIBOR interest rate risk associated with outgoing interest payments for 5,k of the floating-rate loan from the revolving facility of August 2, 25, the loan term of which ends on July 31, 212 (for further explanations, please refer to details of Financial Liabilities outlined in Note 2). The annual interest payments for the floating-rate loan from the revolving facility are compensated for by the settlement payments from the interest rate swap. As the hedge relationship is determined to be highly effective, it is accounted for as a cash flow hedge in accordance with IAS 39 Financial Instruments: Recognition and Measurement. At the balance sheet date, the fair value, which is measured at market prices, is 92k and has been directly recognized in the revaluation reserve in equity, having taken into account deferred taxes. The fair value is presented in other non-current assets. The market price is determined on the basis of price quotations provided by banks. The interest adjustment takes place at the end of each quarter. Credit Risks. In the case of derivative financial instruments, the Wincor Nixdorf Group is exposed to credit risk arising from the non-performance of contractual obligations by the contracting parties. This risk is minimized by only entering into agreements with contracting parties who have a firstclass credit rating. Wincor Nixdorf attempts to reduce the credit risk by using trading information, credit limits and debtor management including a payment reminders system and pro-active debt collection. We operate with letters of credit to safeguard receivables from countries with a credit risk, such as Sri Lanka, Thailand, Saudi-Arabia, Ukraine and Russia.
140 136 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile OTHER INFORMATION. 22 Cost of Materials. The average number of employees during the year was 7,444 (previous year: 6,59), excluding trainees and apprentices. Headcount breakdown by function was as follows: k Heads 25/26 24/25 25/26 24/25 Cost of raw materials, supplies and bought-in goods Cost of bought-in services 793, ,4 1,135, , ,67 965,9 Production Sales/Services Research & Development Administration 1,79 4, ,665 3, ,444 6,59 23 Personnel Costs. k The headcount increase in Sales was essentially due to the 25/26 24/25 establishment of an in-house service function. Wages & salaries 382, ,564 Social security payments and welfare expenses Pension costs 62,365 27, ,656 56,2 7, , Contingent Liabilities. There exist obligations of 1,32k (previous year: 1,643k) arising from warranty contracts. These mainly take the form of sureties to support and safeguard sales activities. 25 Other Financial Commitments. k Total Due within 1 year Due between 1 and 5 years Due > 5 years Future payment commitments from real estate leases 55,524 (59,142) 16,456 (13,772) 33,837 (32,895) 5,231 (12,475) miscellaneous hire agreements and leases 9,714 (11,9) 4,8 (5,343) 4,911 (5,666) 3 () long-term purchase and service contracts 8,978 (12,462) 5,978 (7,125) 3, (5,337) () the acquisition of fixed assets 7,876 (3,571) 7,79 (3,527) 86 (29) (15) Total 82,92 (86,184) 35,24 (29,767) 41,834 (43,927) 5,234 (12,49) Last year s equivalent figures are shown in brackets.
141 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 137 The future payment commitments from real estate leases and miscellaneous hire agreements and leases represent the future minimum lease payments in connection with operating leases as per IAS 17. The agreements comprise the leasing of buildings and motor vehicles. Leasing expenses were 37,13k (previous year: 3,146k) in the year under review. 26 Related Parties. A list of affiliated and associated companies is included in Note 3. Related parties according to IAS 24 Related Party Disclosures are, besides the Board of Directors, essentially the Supervisory Board, affiliated companies and shareholders. Each member of the Supervisory Board receives a fixed annual remuneration of 3k, which is payable at the end of the relevant fiscal year. The Chairman receives double the amount and the Deputy Chairman as well as the Chairman of the Audit Committee receives one and a half times that amount. In fiscal year 25/26, the members of the Supervisory Board received emoluments of 68k (previous year: 594k). As Chairman of the Supervisory Board, Johannes P. Huth received emoluments totaling 72k, while his Deputy, Manfred Feierabend, received 63k. Compensation paid to Dr. Alexander Dibelius and Hero Brahms for their services as members of the Supervisory Board and Chairman of the Audit Committee amounted to 51k and 57k respectively. Thomas Meilwes, Michael Schild, Volker Kotnig and Prof. Dr. Walter Kröll each received 45k, while Walter Gunz received 39k. Compensation attributable to Edmund Schäfer and Helga Schwarz-Schumann for their services on the Supervisory Board until February 21, 26, was 19k; Edward A. Gilhuly received 15k. Dr. Bernhard Motzko and Franz Tölle received compensation of 32k for their Supervisory Board tenure since February 21, 26; Prof. Dr. Harald Wiedmann received 29k. The emoluments and pension entitlements of the members of the Board of Directors in fiscal 25/26 amounted to 6,863k and 2,576k respectively (previous year: 3,515k and 1,57k respectively). The emoluments include the cash settlement of the share-based payment program 24 in the amount of 1,42k. The increase in comparison to the previous year is due to the appointment of Philip Mantle (departed on December 22, 25), Jürgen Wilde and Stefan Auerbach to the Board of Directors of Wincor Nixdorf AG as of October 1, 25. The members of the Board of Directors have received 3, options within the scope of the share-based payment program 26 and 2, options within the scope of the share-based payment program 25. During the year under review, the members of the Board of Directors and Supervisory Board own shares representing directly or indirectly a nominal value of more than 1% of the subscribed capital. All four members of the Board of Directors are holding 1.39% of the subscribed capital. The members of the Supervisory Board held.5% of the subscribed capital. No goods or services were supplied to RUBEAN AG, Munich, either during fiscal 25/26 or during the previous year. No receivables nor liabilities vis-à-vis this company were in existence as of the balance sheet date. In relation to WINCOR NIXDORF Immobilien GmbH & Co. KG, incidental rental expenses were on-billed for buildings held and rented out by the company. Provision of goods and services was billed and paid for at arm s length prices as would apply between unconnected third parties. No other business of a material nature was transacted with related parties.
142 138 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile 27 Notes to the Consolidated Cash Flow Statement. The consolidated cash flow statement has been drawn up in accordance with IAS 7 Cash Flow Statements. Cash and cash equivalents include not only cash ( 9,536k) and marketable securities ( 68k) but also bank liabilities repayable at any time ( 15,586k) as these could be considered in the management of cash. The increase in working capital is a result of the following changes: Increase/reduction in inventories Increase/reduction in advances received from customers Increase in trade receivables Increase in trade payables Increase in deferred income Increase in working capital Sept.3,26 88,888 49,796 51,536 18,325 17,819 54,484 k Sept.3, ,932 11,541 3,746 1,75 1,22 Overall, the EBITDA of 22,995k, the increase in accruals of 45,55k and the increase in working capital to 54,484k essentially resulted in cash flow from operating activities of 154,646k. The change in consolidation group resulted in a.2 mil lion (previous year: decrease of 1.7 million) increase in working capital as well as a.1 million (previous year:.5 million) increase in cash and cash equivalents. Please see our explanatory notes on the Consolidation Group. 28 Segment Report. The breakdown of net worth, profitability and other measurables by areas of activity and by region as per IAS 14 Segment Reporting is shown in the Segment Report. The segment breakdown is along the lines of the internal Wincor Nixdorf organization, with a primary breakdown into the Retail and Banking divisions and a secondary breakdown by geographic markets. The distribution of net sales to external customers by market geography is based on the domicile of the customer; segment assets and investments by market geography are based on the location of the entity which shows the assets. The nature of products and services in the Retail and Banking segments are shown in the General Information and in the Group Management Report. Reconciliation of Segment Assets & Segment Liabilities. k Total balance sheet assets Non-operating miscellaneous intangible assets (goodwill and product know-how) Loans Equity investments Amounts owed by undertakings in which the company has a participating interest Non-operating miscellaneous assets and current tax assets Cash and cash equivalents Deferred tax assets Segment assets Liabilities (Note 2) Financial liabilities Current income tax liabilities Non-operating miscellaneous liabilities Segment liabilities Sept.3,26 1,161,52 363, ,963 9,64 1,786 72, ,284 29,35 21,329 91,28 365,325 Sept.3,25 1,11, 383, ,676 5,928 24,691 66,159 65, ,694 2,33 8, ,216 Non-operating miscellaneous liabilities include other liabilities without deferred income.
143 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 139 Reconciliation of Segment Profit to Profit Attributable to Equity Holders of Wincor Nixdorf AG. k Operating profit (EBITA) Goodwill amortization Operating profit (EBIT) Profit charges arising from the carve-out (Note 29) Finance income and finance costs Profit before tax Income taxes Profit for the period Profit attributable to minority interest Profit attributable to equity holders of Wincor Nixdorf AG 25/26 16,817 16,817 2,31 12, ,5 46,152 81, ,8 24/25 136,61 136,61 26,213 19,426 9,962 35,384 55, ,99 Since the product know-how is used by both segments, this depreciation was not divided across both the segments, Retail and Banking, as in previous years. 29 Effect of Profit Charges arising from the Carve-out. The Wincor Nixdorf Group was demerged from Siemens Group by means of a leveraged buy-out on October 1, The amount of the purchase price paid over and above net assets acquired was divided up as follows: k The consequences of this affected profit before taxes as follows: Amortization of product know-how Net sales Cost of sales Gross profit Gross margin (%) Research and development expenses Selling, general and administration expenses Other operating income Other operating expenses Operating profit (EBIT) Goodwill amortization EBITA Amortization/depreciation of property rights, licenses and property, plant and equipment and write-down of reworkable service parts EBITDA 25/26 2,31 25/26 1,947,569 1,412, , % 87,437 29,683 4, ,817 16,817 k 24/25 26,213 Statement of Income before Profit Charges arising from the Carve-out. k 42,178 22,995 24/25 1,743,732 1,257, , % 78,7 27, , ,61 136,61 31, ,917 Product know-how Goodwill Negative goodwill Oct. 1, , ,623 1, ,13 The book value of the goodwill as of September 3, 26 was 28,14k (previous year: 28,14k).
144 14 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile Profit Attributable to Equity Holders of Wincor Nixdorf AG before Carve-out per Share. k Profit attributable to equity holders of Wincor Nixdorf AG Amortization product know-how Calculated tax effect Profit attributable to equity holders of Wincor Nixdorf AG before carve-out Shares for calculation of profit attributable to equity holders of Wincor Nixdorf AG before carve-out per share (in thousands) Profit attributable to equity holders of Wincor Nixdorf AG before carve-out per share ( ) 25/26 81,8 2,31 7,812 93,227 16, Share Ownership as of September 3, /25 54,99 26,213 1,223 7,899 16, Share in capital % Germany Wincor Nixdorf Aktiengesellschaft, Paderborn WINCOR NIXDORF International GmbH, Paderborn 1 WINCOR NIXDORF Banking Consulting GmbH, Paderborn 1 WINCOR NIXDORF Customer Care GmbH, Paderborn 1 Wincor Nixdorf Dienstleistungs GmbH, Paderborn 1 WINCOR NIXDORF Facility GmbH, Paderborn 1 WINCOR NIXDORF Facility Services GmbH, Paderborn 1 WINCOR NIXDORF Grundstücksverwaltung Ilmenau GmbH & Co. KG, Paderborn 1 WINCOR NIXDORF Immobilien GmbH & Co. KG, Paderborn 6 Wincor Nixdorf Logistics GmbH, Paderborn 1 Wincor Nixdorf Lottery Solutions GmbH, Constance 1 Wincor Nixdorf Portavis GmbH, Hamburg 51 WINCOR NIXDORF Real Estate GmbH & Co. KG, Paderborn 1) 1 WINCOR NIXDORF Retail Consulting GmbH, Paderborn 1 Wincor Nixdorf Retail Services GmbH, Paderborn 1 WINCOR NIXDORF Security GmbH, Paderborn 1 Wincor Nixdorf Services GmbH, Paderborn 1 WINCOR NIXDORF Technology GmbH, Paderborn 1 Share in capital % Europe (excl. Germany) Wincor Nixdorf S.A., Brussels (Belgium) 1 Wincor Nixdorf Services S.A., Brussels (Belgium) 56.5 Wincor Nixdorf A/S, Ballerup (Denmark) 1 Wincor Nixdorf Oy, Espoo (Finland) 1 Wincor Nixdorf SAS, Montigny le Bretonneux (France) (Formerly Wincor Nixdorf Systèmes Bancaires S.A.S., Plaisir (France)) 1 Wincor Nixdorf Information Systems S.A., Athens (Greece) 1 Datalect Group Ltd., Perivale, Middlesex (United Kingdom) 1 Wincor Nixdorf Banking Services Ltd., Wokingham (United Kingdom) 1 Wincor Nixdorf Ltd., Wokingham (United Kingdom) 1 Wincor Nixdorf Ltd., Dublin (Ireland) 1 Wincor Nixdorf Retail S.r.l., Massa e Cozzile (Italy) 1 Wincor Nixdorf Retail Consulting S.r.l., Segrate (Italy) 1 Wincor Nixdorf S.r.l., Milan (Italy) 1 SecurCash B.V., Rotterdam (Netherlands) 1 Wincor Nixdorf Finance B.V., in liquidation, Amsterdam (Netherlands) 2) 1 Wincor Nixdorf B.V., The Hague (Netherlands) 1 Wincor Nixdorf A/S, Oslo (Norway) 1 Wincor Nixdorf GmbH, Vienna (Austria) 1 Wincor Nixdorf Sp.z.o.o., Warsaw (Poland) 1 Wincor Nixdorf Lda., Amadora (Portugal) 1 Wincor Nixdorf A.B., Solna (Sweden) 1 BEB Industrie-Elektronik AG, Burgdorf (Switzerland) 1 Wincor Nixdorf Finance AG, Baar (Switzerland) 1 Wincor Nixdorf AG, Brüttisellen (Switzerland) 1 Wincor Nixdorf s.r.o., Bratislava (Slovakia) 1 Wincor Nixdorf S.L., Alcobendas (Spain) 1 Wincor Nixdorf s.r.o., Prague (Czech Republic) 1 Wincor Nixdorf Bilgisayar Sistemleri A.S., Ayazaga (Turkey) 1 Wincor Nixdorf Kft., Budapest (Hungary) 1 1) According to Section 264b of the German Commercial Code, the company does not have to publish financial statements or a directors report. 2) Alternative fiscal year ending December 31.
145 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 141 Share in capital % America Wincor Nixdorf Soluções em Tecnologia da Informação Ltda., São Paulo (Brazil) 1 Wincor Nixdorf IT Support S.A. de C.V., Mexico City (Mexico) 1) Wincor Nixdorf S.A. de C.V., Mexico City (Mexico) 1) 1 Wincor Nixdorf Inc., Austin (USA) 1 Wincor Nixdorf C.A., Caracas (Venezuela) 1 Asia-Pacific Wincor Nixdorf (Hong Kong) Ltd., Hong Kong (China) 1 Wincor Nixdorf Retail & Banking Systems (Shanghai) Co., Ltd., Shanghai (China) 1) 1 Pt. Wincor Nixdorf Indonesia, Jakarta Selatan (Indonesia) 1 Wincor Nixdorf (M) Sdn. Bhd., Kuala Lumpur (Malaysia) 1 Wincor Nixdorf Pte. Ltd., Singapore (Singapore) 1 Wincor Nixdorf Ltd., Seoul (South Korea) 1 Wincor Nixdorf Taiwan Ltd., Taipei (Taiwan) Wincor Nixdorf (Thailand) Co., Ltd., Bangkok (Thailand) 1 Africa Wincor Nixdorf EURL, Algiers (Algeria) 1 Wincor Nixdorf S.A., Casablanca (Morocco) ) Alternative fiscal year ending December Statutory Company Boards. Members of the Board of Directors of Wincor Nixdorf AG Karl-Heinz Stiller, Paderborn President and Chief Executive Officer Eckard Heidloff, Paderborn Executive Vice President, Chief Financial Officer, Chief Operating Officer Philip Mantle, Brockenhurst Hanst, United Kingdom (departed), Executive Vice President Banking (until December 22, 25) Stefan Auerbach, Bad Orb Executive Vice President Services (until February 7, 26) Banking (since February 8, 26) Jürgen Wilde, Habichtswald Executive Vice President Retail The President and Chief Executive Officer is member of the Advisory Board of Flughafen Paderborn/Lippstadt GmbH, Büren, as well as member of the Supervisory Board of M. P. Media-Print Informationstechnologie GmbH, Paderborn. None of the other members of the Board of Directors holds memberships in Supervisory Boards. Executive Board Javier Lopez Bartolomé, Senior Vice President Americas and Iberia Jens Bohlen, Senior Vice President Services Lim Khoon Hong, Senior Vice President Asia Rainer Pfeil, Senior Vice President Human Resources Reinhard Rabenstein, Senior Vice President Chief Technology Officer
146 142 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile Members of the Supervisory Board are: Name Role Appointment Expiration Johannes P. Huth (Chairman) Managing Director Kohlberg Kravis Roberts & Co. Ltd. 9/1/2 End of Annual General Meeting (AGM) for fiscal 29/21 Manfred Feierabend (Deputy Chairman) Technician, WINCOR NIXDORF International GmbH 1/23/2 End of AGM for fiscal 29/21 Hero Brahms (since February 21, 26 Chairman of Audit Committee) Consultant advisor 5/14/24 End of AGM for fiscal 27/28 Dr. Alexander Dibelius (until February 21, 26 Chairman of Audit Committee) Managing Director Goldman, Sachs & Co. ohg 9/1/2 End of AGM for fiscal 29/21 Edward A. Gilhuly Managing Director Kohlberg Kravis Roberts & Co. Ltd. 9/1/2 2/21/26 (End of AGM) Walter Gunz Managing Director Axel Springer ecommerce GmbH & Co. KG 5/14/24 End of AGM for fiscal 27/28 Volker Kotnig Trade union secretary, German Metalworkers Union 1/23/2 End of AGM for fiscal 29/21 Prof. Dr. rer. nat. Walter Kröll Consultant advisor 5/14/24 End of AGM for fiscal 27/28 Thomas Meilwes Promoter WINCOR NIXDORF International GmbH 1/23/2 End of AGM for fiscal 29/21 Dr. Bernhard Motzko Head of Logistics & Productions WINCOR NIXDORF International GmbH 2/21/26 End of AGM for fiscal 29/21 Edmund Schaefer Country Germany Banking, Head of Business Unit S-Finanzgruppe, WINCOR NIXDORF International GmbH 1/23/2 2/21/26 (End of AGM) Helga Schwarz-Schumann Trade union secretary, German Metalworkers Union, Member of the Provincial Parliament of North-Rhine Westphalia 1/23/2 2/21/26 (End of AGM) Michael Schild Programmer WINCOR NIXDORF International GmbH 1/23/2 End of AGM for fiscal 29/21 Franz Tölle Trade union secretary, German Metalworkers Union, Regional HQ North-Rhine Westphalia 2/21/26 End of AGM for fiscal 29/21 Prof. Dr. Harald Wiedmann Lawyer 2/21/26 End of AGM for fiscal 29/21
147 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information Notes according to Section 314 (1) No. 9 of the German Commercial Code. 33 Equity Interest pursuant to Section 21 of the German Securities Trading Act. The following fees for our Group auditor, KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, were recognized as expenses in fiscal 25/26: for audit fees for other certification or valuation services for tax consultancy for other services rendered to Wincor Nixdorf AG or its subsidiaries k 25/ ,259 According to Section 21 of the German Securities Trading Act, Wincor Nixdorf has to receive a notification if any person s equity interest reaches, exceeds or falls below 5%, 1%, 25%, 5% or 75% of the voting rights of Wincor Nixdorf AG. During the fiscal year, the following notifications have been received: American Express Company, New York, USA Lazard Asset Management LLC, New York, USA Schroders Holdings plc, London, Great Britain Lazard Asset Management LLC, New York, USA Ameriprise Financial, Inc., Minneapolis, USA Fidelity International Ltd., Hamilton, Bermuda Ameriprise Financial, Inc., Minneapolis, USA FMR Corp., Boston, USA Schroders plc, London, Great Britain Fidelity International Ltd., Hamilton, Bermuda AKO Fund Limited, George Town, Cayman Islands AKO Fund Limited, George Town, Cayman Islands Date Sept.3,25 Oct.21,25 Oct.26,25 Nov.16,25 Jan.26,26 Feb.2,26 March 24, 26 Apr.7,26 Apr.7,26 May16,26 July18,26 Aug.24,26 Equity interest % < 5% (4.64%) % < 5% (3.99%) < 5% (4.89%) < 5% (4.1%) > 5% (5.36%) > 5% (5.46%) < 5% (4.46%) > 5% (5.9%) > 5% (5.7%) < 5% (4.92%)
148 144 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile 34 Statement of Compliance with German Code of Corporate Governance. The Board of Directors and the Supervisory Board of Wincor Nixdorf AG have issued the statement of compliance with the German Code of Corporate Governance according to Section 161 of German Stock Corporation Act and have made it publicly available to the shareholders on the Wincor Nixdorf home page. Information reported pursuant to Section 15a of the German Securities Trading Act ( Directors Dealings ) can be obtained from our website ( 35 Events after the Balance Sheet Date. In an extraordinary meeting convened on November 8, 26, the Supervisory Board approved the request of Karl-Heinz Stiller to step down from his position as President and Chief Executive Officer of Wincor Nixdorf AG after the next AGM on January 29, 27, and to resign from the Board of Directors. At the same meeting, the Supervisory Board passed a resolution appointing Eckard Heidloff, currently Executive Vice President, Chief Financial Officer and Chief Operating Officer, to succeed Karl-Heinz Stiller following the next AGM on January 29, 27. There will also be a number of changes to the Supervisory Board of Wincor Nixdorf AG. Johannes P. Huth, currently Chairman of the Supervisory Board, has asked to step down from his position with effect from the close of the next AGM on January 29, 27. At the same meeting, the Supervisory Board will propose Karl-Heinz Stiller for election as a member of the shareholder representatives' group on the Supervisory Board of Wincor Nixdorf AG. Should he be elected to the Supervisory Board, Karl-Heinz Stiller will stand as a candidate for the position of Chairman of the Supervisory Board. No other events of particular significance have occurred after the balance sheet date. Paderborn, November 24, 26 Wincor Nixdorf AG, Paderborn Stiller Heidloff President Chief Financial Officer and Chief Executive Officer and Chief Operating Officer Auerbach Executive Vice President Wilde Executive Vice President
149 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 145 AUDITOR S REPORT. We have audited the consolidated financial statements prepared by Wincor Nixdorf Aktiengesellschaft, comprising the balance sheet, the income statement, statement of changes in equity, cash flow statement and the notes to the consolidated financial statements, together with the group management report for the business year from October 1, 25 to September 3, 26. The preparation of the consolidated financial statements and the group management report in accordance with IFRSs, as adopted by the EU, and the additional requirements of German commercial law pursuant to 315a Abs. 1 HGB are the responsibility of the parent company`s management. Our responsibility is to express an opinion on the consolidated financial statements and on the group management report based on our audit. We conducted our audit of the consolidated financial statements in accordance with 317 HGB [Handelsgesetzbuch German Commercial Code ] and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the consolidated financial statements in accordance with the applicable financial reporting framework and in the group management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the consolidated financial statements and the group management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of those entities included in consolidation, the determination of entities to be included in consolidation, the accounting and consolidation principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and group management report. We believe that our audit provides a reasonable basis for our opinion. Our audit has not led to any reservations. In our opinion, based on the findings of our audit, the consolidated financial statements comply with IFRSs, as adopted by the EU, the additional requirements of German commercial law pursuant to 315a Abs. 1 HGB (and supplementary provisions of the shareholder agreement/articles of incorporation) and give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with these requirements. The group management report is consistent with the consolidated financial statements and as a whole provides a suitable view of the Group s position and suitably presents the opportunities and risks of future development. Bielefeld, November 3, 26 KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft Reinke Rehnen Auditor Auditor
150 146 Wincor Nixdorf for Grupo Selco, Venezuela
151 Customer: Grupo Selco Founded: 1997 Market position: Grupo Selco is the market leader with their product Triple Gordo and serving more than 1,6 branches Operations: design, creation, marketing and operation of lottery games of two kinds: preprinted tickets and online bets using Xion/M terminals Locations: headquarters in Barquisimeto, Venezuela, and offices in Caracas Employees: 135 Sales/Revenues: US$6 million VENEZUELA S LOTTERY RELIES FULLY ON WINCOR NIXDORF. Venezuelans love to bet, with more than six million of them participating regularly in the country s numerous lotteries. Grupo Selco is one of Venezuela s largest providers of lottery games, equipment and support services. And Wincor Nixdorf is a key technology partner, having supplied the group with 5 Xion/M terminals in 25 to bring the total to more than 2,. The company focused on the design, development and merchandising of lottery games, including online games for horse racing and other sports. Its Triple Gordo product is the leading lottery game in Venezuela. In addition, the group services a nationwide point-of-sale network for lottery tickets, working closely with eight state-run lottery organizations. Together with its IT support unit Sistemas y Máquinas On Line, Grupo Selco serves more than 1,6 sales points, all connected to its nationwide data network. Most of these are independent lottery operators, although the group owns and operates lottery shops of its own. Its service portfolio is extensive, including not only the provision and installation of hardware and software but also service and maintenance, free hotline support and backup systems. Video is a planned new online feature of the terminals. Availability and security ensure each bet. To ensure fast, reliable and secure computing, the Venezuelan lottery group uses QNX, a real-time transaction-oriented operating system. The system was designed not only to use few hardware resources but also to run critical applications in complex real-time lottery environments, such as horse racing. It also meets the group s high security requirements. Indeed, security is a top priority at Grupo Selco. The company has numerous safeguards in place to avoid hackers and other criminals from manipulating its systems. Each sales point, for instance, is equipped with a router that not only connects the terminal to the group s data network but also serves as a firewall. Wincor Nixdorf s mature Xion/M technology fully meets Grupo Selco s strict security requirements. But that is not the only reason why the group selected the German IT company in 22 and has remained a customer ever since; other key factors include the company s flexible software and local support. Rosangel Coutinho, IT & Administration Vice President, Grupo Selco.
152 148 Wincor Nixdorf for Grupo Selco, Venezuela New game, new application, no problem. From the start, IT experts at Grupo Selco made it clear they needed a flexible application, which could be changed quickly, to run on a reliable terminal, says Robert Sira, Account Manager for Wincor Nixdorf Venezuela. The lottery rules in the country change quickly and the company must quickly adapt. Not only that, the group also wanted to be in a position to develop new software applications that generate additional revenue and have a free hand in implementing them. The flexibility of the Xion/M allows us to easily integrate new devices, such as screens, printers and speakers, which are required for new applications, says Rosangel Coutinho, IT & Administration VP at Grupo Selco. New applications will help us obtain more benefits from our system. Grupo Selco is the first company in Venezuela to implement a centralized online lottery system. The system is completely auditable by the state sponsors and tax authorities. It is also highly secure, thanks to the QNX operating system, integrated firewall and centralized downloads. Luckily, Wincor Nixdorf is locally present. Support was another key for selecting Wincor Nixdorf. We value the company s support provided through its local operating center in Venezuela, says Coutinho. The center is a big plus. Wincor Nixdorf s ability to offer local technical support is absolutely essential to Grupo Selco s operations. The lottery operator relies on service level agreements with aggressive response times to keep its huge network of Xion/M terminals installed across the country up and running. Wincor Nixdorf s local consulting group has also supported Grupo Selco from the start of the project, helping, for instance, with the customization of the Application Reference System (RAS) supplied by the German IT company s development center.
153
154
155 Wincor Nixdorf for Grupo Selco, Venezuela 151 THE HIGHEST AVAILABILITY IS NOT LUCK BUT HARD WORK. Reinaldo Reinoso gained valuable experience while managing the project to deploy Xion/M terminals for Grupo Selco, one of Venezuela s largest providers of lottery games, equipment and support services. With no prior knowledge of the lottery business, Reinoso decided to visit lottery shops and observe for himself how people play and pay. His observations flowed into a recommendation that he later fine-tuned together with the customer. This was one part of the Venezuelan account manager s valuable learning experience. Another part was assuming full responsibility for realizing the Grupo Selco project. This was the first time the company gave me the opportunity to manage a project all by myself, Reinoso says. I won Wincor Nixdorf Venezuela s Employee of the Year Award for my successful work with Grupo Selco. Reinaldo Reinoso, Account Manager, Wincor Nixdorf.
156 152 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile GLOSSARY. COMPANY TERMINOLOGY. Automated Teller Safe (ATS): Safe designed for the deposit/dispensing of cash in the front-office area of banks. Security devices such as armored glass for bank counters are no longer required. Banking (Segment): The segment within Wincor Nixdorf responsible for the development, manufacture and sale of products and services for customers in the banking sector. Cash Management: Management of cashbased transactions at branch level that optimizes cash holdings in ATMs, checkout systems and safes in order to prevent interest losses and improve logistical processes. Cashpoints: Machines or devices in which money is held or stored, such as ATMs, safes, automated teller safes, checkout systems, etc. Cash Recycling System: Cash machine that counterfeit-checks deposited bank notes and subsequently makes this cash available for withdrawals. Cash Systems: Cash systems include devices for dispensing or depositing cash as well as combined cash recycling systems for self-service and teller/cashier operation. CCDM, Cash/Check Deposit Module: Module that automates the process of accepting and identifying banknotes and checks. Checkout Systems: Systems, made up of hardware and software, used for the process of scanning and payment of goods in retail outlets. Clients: PCs linked to a server as part of a network. Applications may be installed on the PC or on the server. Distribution Channels: Distribution (or sales) channels are the various channels used for communication with customers. Offering products and services through a number of different distribution channels is often referred to as multichannel distribution (see also Multichannel). Electronic Checkout System (epos): Electronic checkout (or electronic point-ofsale) systems are taken to include all types of checkout systems that function electronically rather than mechanically. Electronic Point-of-Sale (epos) Device: See Electronic Checkout System. EMV: EMV describes a specification for payment cards equipped with processor chips and for the associated chip card equipment (POS systems and ATMs). The letters EMV stand for the three companies which developed the standard: Europay, MasterCard and VISA. Intelligent Deposit: Solutions, consisting of hardware and software, which automate the process of taking in and processing items such as bottles (reverse vending systems) as well as cash and/or checks (CCDM). Kiosk Systems: Computer-supported, network-compatible information and interactive systems with which transient and mostly unidentified users download multimedia information or execute transactions (usually while standing) in a relatively short period of time. The applications are controlled primarily through intuitive and easy-touse touch screens. Middleware: Middleware is the term used for software that acts as an intermediary between two software programs, i.e. bet ween applications running on self-service systems and applications running on backoffice systems.
157 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 153 Multichannel: Under the multichannel principle transactions that are executed using various distribution or sales channels, such as counter, Internet or ATM transactions, can be settled and managed through a uniform system that makes it possible to use identical applications and data sets. Multifunctional Systems: Unlike monofunctional systems, these devices have more than one function for instance, they can be multifunctional cash systems that permit not only cash withdrawals but also cash deposits. Multivendor: Under the multivendor principle, the products of one supplier can be combined with the products of another supplier. Alternatively, the products of a third-party supplier that are already installed within a customer s system may be integrated into a specific software architecture. Net-centric Software: In the case of software applications designed around this principle, the entire software required to run equipment is no longer installed on the client systems, ATMs or epos systems, but rather on a central server. Off-premises Provider: Provider of ATM services in third-party locations such as supermarkets, etc. Open Standards: Systems with standard interfaces or standard software components that allow the products of one supplier to be combined with the products of another. Outsourcing: This term refers to the delegation of operational functions and duties to outside suppliers. Point-of-Sale (POS) Systems: Checkout systems. Retail (Segment): The development, production, logistics, marketing and sale of hardware products together with software solutions and other services for Wincor Nixdorf s retail customers. Rollout: Rollout describes the process of implementing new technologies, products or applications; in other words, the launch for final use and consumption. Alternatively, it can also mean large-scale installation projects such as epos systems or ATMs in branch offices or stores under a stipulated project timetable. Self-checkout: This checkout procedure is executed at the checkout counter without a cashier. The customer scans the products and pays for them at the machine using cash or a debit or credit card. Self-service Systems: Equipment or devices that permit consumers or bank customers to execute transactions without the assistance of service or sales personnel or banking staff. Self-service products are, for example, ATMs, self-checkout systems or kiosk terminals. SEPA: SEPA stands for Single Euro Payment Area. Within this area there should no longer be any differences for customers between national and cross-border payments. Software Solutions: A software solution is software that is tailored to a customer s individual needs. It may comprise one or more software products and is integrated into the customer s IT environment. TCO (Total Cost of Ownership): The total costs of a product or service, including all direct and indirect costs (including consequential costs).
158 154 To Shareholders Stock Corporate Governance Board of Directors Supervisory Board Report Company Profile FINANCIAL TERMINOLOGY. Amortization/Depreciation: The systematic allocation of the depreciable amount of an asset over its useful life. In the case of an intangible asset or goodwill, the term amortization is generally used instead of depreciation. Both terms have the same meaning. Carve-out: The demerger of one or more business units from a company, group of companies or a group corporation. The Retail and Banking business was demerged from the Siemens Group on October 1, Net Profit for the Period: Net profit of the Group before it is divided into Profit attributable to minority interest and Profit attributable to equity holders of Wincor Nixdorf AG. Net Profit for the Period (before Carveout): Net profit for the period, adjusted for amortization of product know-how identified as part of the carve-out and adjusted for the amount of deferred taxes associated therewith. R&D Expenditure: Expenditure on research and development activities. EBITA (Operating Profit): Earnings before interest, taxes and amortization of goodwill and product know-how. Wincor Nixdorf uses EBITA as an indicator of the underlying profitability of its core Retail and Banking businesses. Working Capital: Working capital is defined as inventories plus trade receivables, less trade payables, less prepayments received and deferred income. EBITDA: Earnings before interest, taxes, depreciation and amortization of goodwill, product know-how and licenses. Net Debt: Miscellaneous securities plus cash in hand and at bank (including checks), minus bank liabilities.
159 Innovation Sustainability Consolidated Management Report Accounts Notes to the Group Financial Statements Further Information 155 INDEX. A Amortization...73, 83, 85, 97, et seqq., 122 et seq. Accruals et seqq., 116, 129, et seq. Acquisitions...81, 84 Assets Auditor s Report B Balance Sheet Board of Directors...12, 56, 59 et seqq.,...94, 137, 141, 144 C Cash Flow...83 et seqq., 12 Cash Flow Statement Company Profile...24 et seqq. Corporate Governance..8 et seqq., 16, 144 D Dividend... 6 et seq., 84, 97, 125 et seqq. E Economy...65, 91, 94 et seqq. Employees et seqq., 88 et seqq.,...98, 129 et seqq., 136 Environmental Management System...46, 93 Events after the Balance Sheet Date Equity...84 et seq., 11, 13, et seqq. F Financial Calendar Financial Position Future....2 et seq., 36, 46 et seq. Future Perspectives...94 et seqq. G Group Management Report...57 et seqq. I Innovation...36 et seqq., 76, 93 Investments , 84 et seq., 97 Investor Relations... 6 et seqq. L Logistics M Management Report (see Group Management Report) Methods of Consolidation N Net Sales...86, 94 et seqq., 118 et seq., Notes (see Notes to the Group Financial Statements) Notes to the Group Financial Statements et seqq. O Operating Profit (EBITA)... 69, 73 et seq.,... 97, 139 Outlook (see Future Perspectives) P Patents Personnel Costs Production...47, 71, 92, 97 et seq. Profitability Purchasing... 88, 92,98 R Research and Development...86, 98, 118 Risk Management... 9, 9 et seqq., 99 S Segment Report et seqq., 18, et seq. Share et seqq., 7 et seqq. Share-based Payment Program et seqq., 137 Staff Development Statement of Income...1 Supervisory Board..7 et seqq., 14 et seqq.,...59 et seqq., 94, 137, 142, 144 Supervisory Board Report...14 et seqq. Suppliers... 39, 88, 92, 98 Sustainability...46 et seqq. T Taxes et seqq., 124 W Wincor World...29, 49
160 156 FINANCIAL CALENDAR 26/27* January 29, 27: Interim report on Quarter 1, 26/27 January 29, 27: Annual General Meeting of Shareholders in Paderborn April 25, 27: Half-year interim report, 26/27 July 24, 27: Nine-month interim report, 26/27 For further up-to-date investor relations dates, please refer to the Investor Relations section of our Group website at: This annual report is available for download on the Internet at: under the "Investor Relations/Financial Reports heading. * All dates are provisional and subject to change. EDITORIAL DETAILS. Published by. Wincor Nixdorf AG Heinz-Nixdorf-Ring 1 D-3316 Paderborn Phone +49 () Fax +49 () [email protected] Wincor Nixdorf AG Corporate Communications. Andreas Bruck Phone +49 () Fax +49 () [email protected] Investor Relations. Peter Holder Phone +49 () Fax +49 () [email protected]
161 FOREIGN SUBSIDIARIES. Algeria Wincor Nixdorf EURL Algeria Business Center Pins Maritimes-Mohammedia Alger Austria Wincor Nixdorf GmbH Guglgasse Vienna Phone Fax Belgium Wincor Nixdorf S.A./N.V. Ikaros Business Park Ikaroslaan Zaventem Phone Fax Brazil Wincor Nixdorf Soluções em Tecnologia da Informação Ltda. Avenida Guido Caloi 1935 Terreo Bloco C São Paulo Brazil Phone Fax China Wincor Nixdorf Retail&Banking Systems (Shanghai) Ltd. Block 7, No. 36 Yiwei Road Waigaoqiao Free Trade Zone 2313 Shanghai Phone Fax Wincor Nixdorf (Hong Kong) Ltd. Unit 1-2, 4/F China Resources Building 26 Harbour Road Wan Chai Phone Fax Czech Republic Wincor Nixdorf s.r.o. Evropska 33 a 16 Prague 6 Phone Fax Denmark Wincor Nixdorf A/S Tempovej Ballerup Phone Fax Finland Wincor Nixdorf Oy Nuijalantie Espoo Phone Fax France Wincor Nixdorf SAS Banking Division 1, rue du fort de St-Cyr 7818 Montigny le Bretonneux Phone Fax Retail Division Immeuble Le Capitole 55, avenue des Champs Pierreux 9212 Nanterre Cedex Phone Fax Greece Wincor Nixdorf Information Systems S.A. 14th km, Athens Lamia Nat. Road Zip Code P.O. Box Kifisia Phone Fax Hungary Wincor Nixdorf Kft. Kunigunda útja Budapest Phone Fax Indonesia PT. Wincor Nixdorf Indonesia Graha Mampang, 4th Floor Jalan Mampang Prapatan Raya No.1 Jakarta 1276 Phone Fax Ireland Wincor Nixdorf Ltd Orchard Avenue Citywest Business Campus Dublin, 24 Phone Fax Italy Wincor Nixdorf s.r.l. Centro Direzionale Milanofiori Strada 2, Ingresso C3. 29 Assago MI Phone Fax
162 Korea Wincor Nixdorf Ltd. 7th Fl, Bookook Securities Bldg Yeouido-Dong Yeoungdeungpo-Gu Seoul Phone Fax Malaysia Wincor Nixdorf (M) Sdn Bhd Suites E-13A-2, Plaza Mont Kiara No. 2 Jalan Kiara 548 Kuala Lumpur Phone Fax Mexico Wincor Nixdorf S.A. de C.V. Av. Mariano Escobedo No. 51 Piso 12 Colonia Anzures C.P Mexico City Phone Fax Morocco Wincor Nixdorf S.A. 226, Boulevard Zerktouni 2 Casablanca Phone Fax Netherlands Wincor Nixdorf B.V. Binckhorstlaan 287A 2516 BC The Hague Phone Fax SecurCash B.V. Kiotoweg BG Rotterdam Phone Fax Norway Wincor Nixdorf A/S Strømsveien Oslo Phone Fax Poland Wincor Nixdorf Sp. z o.o. ul. Popularna Warsaw Phone Fax Portugal Wincor Nixdorf Lda. Edifício Prime Av. Quinta Grande, 53 piso 5 fracção A Alfragide Amadora Phone Fax Singapore Wincor Nixdorf Pte Ltd. 2 Kallang Sector Singapore Phone Fax Slovakia Wincor Nixdorf s.r.o. Vajnorská 98/D 8314 Bratislava Phone Fax Spain Wincor Nixdorf S.L. Valportillo Primera, 11 Polígono Industrial Alcobendas 2818 Alcobendas Madrid Phone Fax Sweden Wincor Nixdorf AB Anderstorpsvägen 12 Box Solna Phone Fax Switzerland Wincor Nixdorf AG Stationsstrasse Brüttisellen Phone Fax BEB Industrie-Elektronik AG Progressastrasse Oberburg Phone Fax Taiwan Wincor Nixdorf Taiwan Ltd. 9 Floor, No. 496 Rueiguang Road Nei-Hu District Taipei 114, Taiwan R.O.C. Phone Fax Thailand Wincor Nixdorf (Thailand) Co. Ltd. 889 Thai CC Tower Unit 39, 3th Fl. South Sathorn Road, Yannawa, Sathorn Bangkok 112 Thailand Phone Fax Turkey Wincor Nixdorf Bilgisayar Sistemleri A.S. Kosuyolu Mahallesi Cenap Sahabettin Sok. No Kadikoy-Istanbul Phone Fax United Kingdom Wincor Nixdorf Ltd. Alba House Mulberry Business Park Fishponds Road Wokingham Berkshire RG41 2GY Phone Fax Datalect Group Ltd. Perivale Business Centre 12 Aintree Road Perivale Greenford Middlesex UB6 7 LA Phone Fax USA Wincor Nixdorf Inc. 24 Grand Avenue Parkway Suite Austin, Texas Phone Fax Venezuela Wincor Nixdorf C.A. Av. Paseo Colón Edificio Polar Torre Oeste, Piso 13 Plaza Venezuela, Los Caobos Caracas 15-A P.O. Box 6167 Phone ext. 89 Fax ext. 89 2
163 Foreign Subsidiaries This document contains forward-looking statements that are based on current estimates and assumptions made by the management of Wincor Nixdorf AG to the best of its knowledge. Such forward-looking statements are subject to risks and uncertainties, the non-occurrence or occurrence of which could cause the actual results, including the financial condition and profitability of Wincor Nixdorf, to differ materially from or be more negative than those expressed or implied by such forward-looking statements. This also applies to the forward-looking estimates and forecasts derived from third-party studies. Consequently, neither the Company nor its management can give any assurance regarding the future accuracy of the opinions set forth in this document or the actual occurrence of the predicted developments.
164 Wincor Nixdorf AG Heinz-Nixdorf-Ring 1 D-3316 Paderborn Phone +49 () Fax +49 () [email protected] Order No. R463-J-Z Printed in Germany
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