ANNUAL REPORT 2005/2006 THE SUCCESS STORY CONTINUES

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Transcription:

ANNUAL REPORT 25/26 THE SUCCESS STORY CONTINUES October 1, 25 to September 3, 26 EXPERIENCE MEETS VISION.

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) 1,948 535 27.5% 24/25 2) 1,744 486 27.9% Change 12% 1% 232 m Asia/Pacific/Africa 12% 155 m Americas 8% 569 m Germany 29% 51% 992 m Europe Research & development expenses 87 78 12% 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 287 14.7% 271 15.5% 6% Net Sales by Business Stream Operating profit (EBIT) 161 137 18% Goodwill amortization EBITA 5) EBITA as a percentage of net sales (EBITA margin) 161 8.3% 137 7.9% 18% 1,157 m Products 59% 41% 791 m Solutions / Services Depreciation of tangible assets and amortization of licenses 42 31 35% EBITDA EBITDA as a percentage of net sales (EBITDA margin) 23 1.4% 168 9.6% 21% Net Sales by Segment Net profit for the period 82 56 46% 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) 94 5.64 72 4.29 31% 1,178 m Banking 6 % 4% 77 m Retail Cash flow ( million) Cash flow from operating activities 155 133 17% Cash flow from investment activities 133 55 142% 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) 231 11.9% 2 275 7,787 24 11.7% 176 234 6,937 27 24 41 85 1) 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 16.542 million shares 7) including minority interests

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, 1,948 16 161 1,75 1,5 1,25 1, 75 1,52 1,336 1,338 1,258 1,576 1,462 1,44 1,345 1,744 14 12 1 8 6 63 76 83 88 14 116 137 5 4 4 25 2 23 96/97 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

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 77 716 +8% EBITA 12 15 +14% EBITA 41 32 +28% EBITA margin (%) 1.2 1.2 - EBITA margin (%) 5.3 4.5 - 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.

CONTENTS. TO SHAREHOLDERS Letter to Shareholders by the CEO... 2 Wincor Nixdorf Stock... 4 Corporate Governance... 8 Board of Directors... 12 Supervisory Board Report... 14 Project Report Aldi Nord, Germany... 18 FINANCIAL INFORMATION Declaration by the Board of Directors... 56 Consolidated Management Report... 58 Consolidated Financial Statements... 1 Consolidated Statement of Income... 1 Group Balance Sheet... 11 Group Cash Flow Statement... 12 Changes in Equity... 13 Notes to the Group Financial Statements 14 THE COMPANY Company Profile... 24 Auditor's Report... 145 Project Report Grupo Selco, Venezuela... 146 Project Report ABN AMRO, Netherlands... 3 Innovation... 36 Project Report Banca Intesa, Italy... 4 Sustainability... 46 Project Report Wells Fargo, USA... 5 FURTHER INFORMATION Glossary... 152 Index... 155 Financial Calendar, Editorial... 156 Foreign Subsidiaries... 157 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.

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.

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

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 3122.31 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: 5 12 11 143.3% 1 12.3% 9 8 112.5% 17.9% 1.% 7 Oct. 1, 25 Sept. 3, 26 Wincor Nixdorf MDAX (Performance-Index) MSCI World DJ STOXX 6

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 122.31, 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 114.65 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, 24 41. 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.

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) 8. 48. 41.7** Fiscal year-end price (Xetra) 114.65 8. 48. Fiscal year high (Xetra) 122.31 83.1 49.66** Fiscal year low (Xetra) 69.74 47.31 39.5** 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*** 2.1 1.21 Dividend yield (calculated using fiscal year-end price) 2.29% 2.63% 2.52% Earnings per share* 5.64 4.29 3.68 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.

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 www.wincor-nixdorf.com. 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.

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 http://www.wincor-nixdorf.com 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

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 7.4.1. 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 % 1 1 1 1 1 1 1 1) 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, 27,627 25 18,36 2) 2,345 32,38 Profit 25/26 k 55,36 1) 1) 2,46 2) 2,686 12,362

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 4.2.4 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 4.2.4 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 4.2.5 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 4.2.5 Paragraph 2 in the version dated June 12, 26).