Creating Opportunities. Worldwide.

(1)

Annual report 2012/2013

October 1, 2012 to September 30, 2013

Creating Opportunities. Worldwide.

winc

or

nix

dorf Annual

report

2012/

(2)

Wincor Nixdorf AG Annual Report 2012/2013

10-year net Sales History. €m

Fiscal year 03/04 04/05 05/06 06/07 07/08 08/09 09/10 10/11 11/12 12/13 2,500 2,250 2,000 1,750 1,500 1,250 1,000 750 500 250 Change 11% 12% 10% 8% –3% 0% 4% 1% 5% 2012/20131 _2011/20122 _Change Statement of Income (€ millions)

net Sales 2,465 2,343 5%

Gross profit 543 490 11%

Gross profit as a percentage of net sales 22.0% 20.9% –

research & development expenses –99 –90 10%

R&D expenses as a percentage of net sales 4.0% 3.8% –

Selling, general and administration expenses3 _–312 _–299 _4%

SG&A expenses as a percentage of net sales 12.7% 12.8% –

operating profit (eBIt) 132 101 31%

goodwill amortization 0 0 –

eBItA4 ₁₃₂ ₁₀₁ _31%

EBITA as a percentage of net sales (EBITA margin) 5.4% 4.3% –

Amortization/depreciation of property, plant and equipment and

licenses and write-down of reworkable service parts 59 73 –19%

eBItDA 191 174 10%

EBITDA as a percentage of net sales (EBITDA margin) 7.7% 7.4% –

Profit for the period 88 63 40%

Profit for the period as a percentage of net sales 3.6% 2.7% –

Earnings per share (€)5 _2.93 _2.10 _–

cash flow (€ millions)

Cash flow from operating activities 160 88 82%

Cash flow from investment activities –50 –55 –9%

Sept. 30, 2013 Sept. 30, 2012 Change

Key Balance Sheet figures (€ millions)

working capital 340 337 3

as a percentage of net sales (annualized) 13.8% 14.4% –

net debt 124 199 –75

equity6 ₃₈₃ ₃₂₉ ₅₄

Human resources

number of employees (September 30) 8,826 9,057 –231

1)_{Oct. 1, 2012 – Sept. 30, 2013.} 2)_{Oct. 1, 2011 – Sept. 30, 2012.} 3)_{Including other operating}

income and expenses as well as net income from investments recognized under the equity method

4)_{Net profit on operating}

activities before interest, taxes and amortization of goodwill.

5)_{Calculated on basis of}

29.776 million shares.

6)_{Including non-controlling}

interests.

Key figures 2012/2013.

10-year eBItA History. €m

Fiscal year 03/04 04/05 05/06 06/07 07/08 08/09 09/10 10/11 11/12 12/13 250 225 200 175 150 125 100 75 50 25 Change 17% 18% 16% 11% –13% –9% 0% –38% 31% 116 137 161 186 206 179 162 162 101 132 1,5761,744 1,9482,145 2,319 2,250 2,239 2,3282,3432,465

(3)

10-year net Sales History. €m

Fiscal year 03/04 04/05 05/06 06/07 07/08 08/09 09/10 10/11 11/12 12/13 2,500 2,250 2,000 1,750 1,500 1,250 1,000 750 500 250 Change 11% 12% 10% 8% –3% 0% 4% 1% 5% 2012/20131 _2011/20122 _Change Statement of Income (€ millions)

net Sales 2,465 2,343 5%

Gross profit 543 490 11%

Gross profit as a percentage of net sales 22.0% 20.9% –

research & development expenses –99 –90 10%

R&D expenses as a percentage of net sales 4.0% 3.8% –

Selling, general and administration expenses3 _–312 _–299 _4%

SG&A expenses as a percentage of net sales 12.7% 12.8% –

operating profit (eBIt) 132 101 31%

goodwill amortization 0 0 –

eBItA4 ₁₃₂ ₁₀₁ _31%

EBITA as a percentage of net sales (EBITA margin) 5.4% 4.3% –

Amortization/depreciation of property, plant and equipment and

licenses and write-down of reworkable service parts 59 73 –19%

eBItDA 191 174 10%

EBITDA as a percentage of net sales (EBITDA margin) 7.7% 7.4% –

Profit for the period 88 63 40%

Profit for the period as a percentage of net sales 3.6% 2.7% –

Earnings per share (€)5 _2.93 _2.10 _–

cash flow (€ millions)

Cash flow from operating activities 160 88 82%

Cash flow from investment activities –50 –55 –9%

Sept. 30, 2013 Sept. 30, 2012 Change

Key Balance Sheet figures (€ millions)

working capital 340 337 3

as a percentage of net sales (annualized) 13.8% 14.4% –

net debt 124 199 –75

equity6 ₃₈₃ ₃₂₉ ₅₄

Human resources

number of employees (September 30) 8,826 9,057 –231

1)_{Oct. 1, 2012 – Sept. 30, 2013.} 2)_{Oct. 1, 2011 – Sept. 30, 2012.} 3)_{Including other operating}

income and expenses as well as net income from investments recognized under the equity method

4)_{Net profit on operating}

activities before interest, taxes and amortization of goodwill.

5)_{Calculated on basis of}

29.776 million shares.

6)_{Including non-controlling}

interests.

Key figures 2012/2013.

10-year eBItA History. €m

Fiscal year 03/04 04/05 05/06 06/07 07/08 08/09 09/10 10/11 11/12 12/13 250 225 200 175 150 125 100 75 50 25 Change 17% 18% 16% 11% –13% –9% 0% –38% 31% 116 137 161 186 206 179 162 162 101 132 1,5761,744 1,9482,145 2,319 2,250 2,239 2,3282,3432,465

Markets and competitive

Positioning,

see page 57

the company.

global It Specialist Serving two Industries.  wincor nixdorf is acknowledged as one of the world's leading providers of It solutions and services for retail banks and retailers. Providing hardware, software, and It services, we assist both industries in managing changes to their business processes, particularly those that interface with the consumer.

Solutions Portfolio and core competencies.  targeted primarily at sales channels, our portfolio is geared toward the needs of branch operations, which remain the most important channel of distri-bution for banks and retailers. our core competence lies in the ability to optimize key processes and workflow by creating the best possible combination of hardware, software, and services, e.g., from a total cost of ownership perspective. Accordingly, our portfolio encompasses process con-sulting, design, implementation, integration, and operation of the respective solutions (see illus-tration).

continuing realignment against the Backdrop

of global Market trends.

Sustained growth with Hardware.  retail banks and retailers are recording significant forward momentum in the emerging markets, and we are committed to participating in this growth through our Hardware business. with this in mind, for example, we have set up specialist development resources at our site in Singapore. Additionally, the continued transformation of our international production and logistics network is aimed at further strengthening the competitiveness of our Hardware business at a global level.

with a portfolio that includes innovative high-end automation technology, wincor nixdorf is also very well equipped to respond to the complex requirements of optimization projects being im-plemented by market players operating in the industrialized countries.

globally Standardized Services as growth Drivers.  one of the focal points of our competitive offer-ing is to combine higher availability with streamlined operatoffer-ing costs – both for local and for global customers.

focusing on key customer processes

It Solutions by wincor nixdorf.

our It solutions components

How we create value for our customers

(4)

national campaign to expand its Software business, the aim being to propel business forward significantly in the coming years. our company is already among the top-ranked suppliers of spe-cialist software and associated Professional Services for retail banks and retailers. Some 1,500 employees are currently involved in developing and rendering these services, with global activities being coordinated from a dedicated base established in utrecht, netherlands.

In parallel, wincor nixdorf is expanding its business with solutions centered around mobile and cashless methods of payment.

International Subsidiaries,

see cover

Wincor Nixdorf Worldwide.

 our home market is europe. It is here that we generate more than 70% of our net sales.    Build-ing on our success, we will continue to expand our business in the emerg Build-ing markets.    we have established a market presence in more than 130 countries worldwide, 42 of which are served by our own subsidiaries.    More than half of our global workforce of around 9,000 people is employed outside of germany.    our research and development activities are performed in germany, Austria, Poland, Singapore, china, and Brazil.    we have an international network of production facilities that includes a number of external partners. the group's own production sites are loca-ted in germany, china, and Brazil.

wincor nixdorf Around the globe.

Countries with a Wincor Nixdorf presence Subsidiaries

Americas 5 10 Asia-Pacific 24 europe 3 Africa Asia/Pacific/Africa 418 (17%) 1,216 europe (49%) Americas 264 (11%) germany 567 (23%)

(5)

2012/2013: return to a Pattern of growth.

group:    Marked improvement in all financial indicators.    group net sales up 5% to €2,465 mil-lion.    operating profit (eBItA) up 31% to €132 milmil-lion.    Profit for the year increases by 40%, cash flow expands by 82%.    with business flourishing in the emerging markets, the company manages to offset the effects of continued sluggishness afflicting some of the key industrialized nations in its home market of europe.    restructuring activities scheduled for execution over a two-year pe-riod and completed in the fiscal year under review have a positive impact on business.    encour-aging growth in Hardware business, particularly in emerging markets; up 8%.    Software/Services up 3%; they continue to account for more than 50% of total net sales.    Strategic realignment continues: focus on expanding Software business and market activities in emerging countries. Banking segment:    net sales up 6% to €1,614 million (2011/2012: €1,524 million).    eBItA up 49% to €103 million (2011/2012: €69 million).    eBItA margin up 1.9 percentage points to 6.4% (2011/2012: 4.5%).

retail segment:   net sales up 4% to €851 million (2011/2012: €819 million).    eBItA down 9% to €29 million (2011/2012: €32 million).    eBItA margin down 0.5 percentage points to 3.4% (2011/2012: 3.9%)

2013/2014: continuation of growth and

Strategic realignment.

 no signs of significant upturn in investment spending in europe, in particular, despite slight im-provement in macroeconomic stability.    Against this background, the effects of continued slug-gishness in capital expenditure within key industrialized markets will again be offset by growth generated by wincor nixdorf in the emerging markets.    Stable growth in net sales of around 4% projected for the group.    eBItA estimated to grow by 17% to €155 million.    Business in first quarter expected to be weaker than in buoyant Q1 2011/2012.

group Business Performance, see page 68 et seq.

Segment Performance, see page 75 et seq.

report on expected Developments, see page 100 et seq.

851 retail

(34,5%)

Banking 1,614

(65,5%)

net Sales by Segments. €m

Software / 1,280 Services

(52%)

Hardware 1,185

(48%)

(6)

Magazine

IntellIgent SolutIonS for new ProceSSeS,

p. 23 et seq.

Creating Opportunities. Worldwide.

the heading we have chosen for this year’s annual report reflects the measures we have taken to prepare ourselves better for the changes we can observe all around us. Being open to new opportunities means that we have to be ready to change the way we see things. the same principle was outlined by the greek philosopher Socrates around 2,400 years ago: “let him that would move the world first move himself.” this refers to the in-ner willingness to change as a prerequisite for successful action.

In terms of our own customers, it means that we need to reevaluate and reapply the potential of information technology for their business activities in the light of technolog-ical change. whatever the case, It is, and will remain, one of the key levers for boosting efficiency and reducing costs. nevertheless, adopting a fresh perspective allows us to open up new and innovative paths, as demonstrated by an article in the magazine section of our annual report on the outsourcing by one of germany’s largest banks to wincor nixdorf of its operational It management and substantial parts of its It infrastructure. At the same time, It is no longer regarded simply as a means of ensuring cost efficiency, but increasingly as a driving force for competitive growth. More and more, it sets the pace for change within enterprises and has therefore established itself as a key element of our customers’ strategic planning and operational business. examples of this include the potential of digitization and the integration of new sales channels into our customers’ existing business models. In this context, we believe that while the business opportuni-ties presented by their branch operations may have changed, they are no less important, and our solutions are there to provide the support required.

our management report looks at how wincor nixdorf is creating new opportunities by evolving its business. the main focus of these changes is on our drive to expand in emerg-ing markets, so that we can benefit from an even greater share in the economic growth of those countries, and on the expansion of our Software business. In conjunction with innovative hardware, software plays an increasingly important role when it comes to facilitating changes to the business processes of retail banks and retailers. we are also driving forward our mobile and cashless payments business. By combining our previous activities in these fields, we can now offer even more comprehensive support to our cus-tomers as they deal with their own business transformation.

(7)

Wincor Nixdorf AG Annual Report 2012/2013 Cross reference within

the Annual Report

link to Internet

Reference to nonfinancial

performance indicators

Contents.

letter to Shareholders. 4

the Management team. 6

wincor nixdorf Stock. 8

Corporate Governance. 12

Supervisory Board report. 18

MAGAZINE: INtEllIGENt SolutIoNS for NEw ProcESSES. 23

responsibility Statement. 48

group Management report. 50

Group Accounts. 106

notes to the group financial Statements. 110

Auditor’s report. 152

glossary. 153

financial calender, editorial. 156

(8)

The fiscal year 2012/2013 was a milestone in many ways – not only because our generally strong performance allowed us to return to growth, but also for two other reasons: the progress we made in reshaping our Company and the key foundations we laid for our future. “Wincor Nixdorf drives forward Software business” – this head

-line chosen by the German newspaper Frankfurter Allgemeine Zeitung in one of its most recent articles relating to our business activities encapsulates one of the Group’s most important projects currently on the agenda.

During the fiscal year under review, we achieved significant growth in the emerging markets and therefore succeeded in implementing one of our most important goals. Net sales in this region as a whole were up mark

-edly, thus more than compensating for the sustained weakness of our core European market. With the exception of Russia and Turkey, business in Europe remained sluggish. At more than 30 percent, the emerging markets as a whole generated an even larger share of the Group’s total net sales than we had previously anticipated. This was mainly due to the Hardware business, which returned to growth in the fiscal year under review.

This and other positive developments clearly demonstrate the progress we are making in the transforma

-tion of Wincor Nixdorf – even after the scheduled conclusion of our restructuring program in fiscal 2012/2013. Our priorities included the realignment of our global sales and service network and efforts to further concentrate our product portfolio. We also focused on the restructuring and pooling of the Group’s R&D activities. Addition

-ally, we took further important steps in the reorganization of our global logistics and manufacturing network, and we will continue this process in the current fiscal year.

Other signs of our progress are the considerable improvement in all our main business indicators and the fact that we exceeded our forecasts by a substantial margin. Net sales rose by 5 percent to set a new record, while EBITA shot up by as much as 31 percent (factoring in our restructuring costs). Profit for the year was up 40 per

-cent, and cash flow was 82 percent higher compared with the previous fiscal year.

As our shareholders, you will also benefit from our success in line with our dividend policy of distributing 50 percent of profit for the year. Accordingly, we have proposed a dividend of €1.48 per share, compared with last year’s figure of €1.05.

(9)

As well as our focus on growth in the emerging markets, we have chosen to prioritize the expansion of our Soft

-ware business – for a very good reason. When it comes to facilitating rapid and efficient change in the business processes of retail banks and retailers, software plays an increasingly vital role. This is reflected in current sec

-tor trends, such as the integration of multiple sales channels, further advancements in branch business, and mo

-bile concepts for both communications and sales. Demand for infrastructure optimization software is also grow

-ing at a fast pace.

In light of these trends, we have adopted the goal of doubling our revenue from Software and associated Professional Services in the next five years. We are already a significant market player, as can be seen from the number of employees – 1,500 out of a total workforce of around 9,000 worldwide – whose work involves the development of new software and the provision of professional services.

Another milestone was the opening of our Cashless Payment center in Prague in October 2013. This is where we strive to develop the mobile and cashless payment systems of tomorrow and to market them at global level. At the same time, the center is emblematic of the way we intend to do business over the coming years: with an international remit, by pooling our know-how and expertise, and by maintaining a clear focus on the future.

We have already achieved a good deal in the past months and years, yet we still face a whole series of chal

-lenges. All this requires a great deal of commitment from our employees and a willingness to help shape that fu

-ture. On behalf of the Board of Directors, I would like to express my gratitude for their tremendous efforts. Thanks are also due to our customers. It is their faith in our ability to deliver that drives us forward. Satisfied cus

-tomers are the ultimate goal of our business and the foundation on which our success depends.

The path ahead for Wincor Nixdorf will remain one of transformation. By adapting to market changes and seizing opportunities, we aim to maintain the pattern of growth that we have now reestablished.

This commitment to growth also defines our targets for the current fiscal year: to boost net sales by a fur

-ther 4 percent and achieve growth of 17 percent in EBITA to €155 million. Once again, our growth in the emerg

-ing markets will be a major factor in determin-ing the results of the Group as a whole. Despite a slightly brighter economic outlook for our core European market, there are still no clear signs of a significant improvement in our business prospects for this region.

Last but by no means least, on behalf of the entire Company I would like to thank you, our shareholders, for the interest you have shown in Wincor Nixdorf and for your active support, loyalty, and trust.

Sincerely yours

(10)

Jens Bohlen

Member of the Board of Directors Executive Vice President ▪ Born 1962.

▪ Joined Wincor Nixdorf in November 2006; since then Member of the Executive Board. ▪ Since January 2013, Member of the Board of Directors; respon-sible for Banking business. Rainer Pfeil

Senior Vice President, Human Resources ▪ Born 1962.

▪ Joined Wincor Nixdorf in July 2001; since then Member of the Executive Board; responsible for Human Resources.

thomas fell

Senior Vice President, Retail

▪ Born 1968.

▪ Joined Wincor Nixdorf in November 2010 and since then Member of the Executive Board; responsible for the Retail business.

olaf Heyden

Member of the Board of Directors Executive Vice President ▪ Born 1963.

▪ Joined the Company in May 2013 and since then Member of the Board of Directors; responsible for IT Services business with banks and retailers.

Dr. thorsten nottebaum

Senior Vice President, Research and Development ▪ Born 1962.

▪ Joined Wincor Nixdorf in June 2013 and since then Member of the Executive Board; responsible for Research and Development.

(11)

Dr. Jürgen wunram

Deputy CEO & President Executive Vice President, CFO, COO

▪ Born 1958.

▪ Joined the Company in March 2007 and since then Member of the Board of Directors.

▪ Since January 2013 Deputy CEO.

reinhard rabenstein

Senior Vice President, CTO

▪ Born 1954.

▪ Joined Nixdorf in 1980. ▪ Since October 2005 Member

of the Executive Board and Chief Technology Officer.

Khoon Hong lim

Senior Vice President, Region Asia-Pacific ▪ Born 1951. ▪ Joined Nixdorf in 1988. ▪ Member of the Executive

Board since October 2005; responsible for the Group business in Asia-Pacific.

Javier lópez-Bartolomé

Senior Vice President, Region Americas ▪ Born 1959.

▪ Joined the Company in 1997. ▪ Member of the Executive

Board since 1999; responsible for the Group business in the Americas.

eckard Heidloff

President & Chief Executive Officer

President & CEO ▪ Born 1956. ▪ Joined Nixdorf in 1983. ▪ President & CEO since

(12)

Wincor Nixdorf AG Annual Report 2012/2013 Proposed Dividend of €1.48 per Share

Visible Signs of recovery in Share Price.

Share Performance. At the end of the period under review Wincor Nixdorf shares stood at €46.16, up almost 51% on the opening price recorded at the beginning of the fiscal year (October 1, 2012). In generating this forward

momen-tum, Wincor Nixdorf’s stock outperformed the MDAX (+37%) by a considerable margin over the period of twelve months. €40 €50 €45 €35 €30 100% 120% 130% 110% 90% 140% 150% 160% 170%

Performance of wincor nixdorf Shares compared to MDAX and MScI world. €

Oct 12 Nov 12 Dec 12 Jan 13 Feb 13 Mar 13 Apr 13 May 13 Jun 13 Jul 13 Aug 13 Sep 13

Wincor Nixdorf MDAX (Performance Index) MSCI World

151.1%

117.0% 136.8%

(13)

The following points can be observed in relation to the performance of Wincor Nixdorf stock as shown in the dia-grams for the fiscal year just ended:

▪  Overall, share prices in the market as a whole rose steadily up to the end of the fiscal year.

▪  Wincor Nixdorf shares outperformed the market as a whole over most of the period.

▪  The Company’s stock dipped towards the end of the fiscal year, having previously rallied following the an-nouncement of Wincor Nixdorf’s financial results for the first nine months and the decision to upgrade its out-look for fiscal 2012/13.

The highest trading price in the period under review was €51.15 on August 14, 2013, while the lowest figure, recorded on October 4, 2012, was €29.50.

The average trading volume of Wincor Nixdorf shares on all German stock exchanges stood at 2.7 million shares per month in fiscal 2012/2013, compared to 3.8 million shares per month in fiscal 2011/2012.

Basic Data.

Date first traded May 19, 2004

Issue price €20.50

Stock exchange Frankfurt Securities & Stock Exchange (Prime Standard) Prime sector Industrial

Total number of shares 33,084,988 shares with a nominal value of €1.00 each WKN (German securities no.) A0CAYB

ISIN DE000A0CAYB2

Index Membership. According to data issued by Deutsche Börse for September 2013, Wincor Nixdorf is ranked 28th in the MDAX index on the basis of market capitalization (previous year: 30th) and 34th (previous year: 30th) on the basis of trading volume. Both of the above-mentioned items are important criteria with regard to the stock’s appeal for institutional investors.

Index Membership.

Index Included since

MDAX September 20, 2004

MSCI World Index (World Small Cap) June 1, 2005 Dow Jones STOXX 600 June 19, 2006 Kempen SNS Smaller Europe SRI Index

(Socially Responsible Investment) October 1, 2007 €45

€35 €30

wincor nixdorf – Absolute Share Performance with Monthly High and low. €

Oct 12 Nov 12 Dec 12 Jan 13 Feb 13 Mar 13 Apr 13 May 13 Jun 13 Jul 13 Aug 13 Sep 13

€40 €50 34.79 34.75 37.89 40.83 39.59 40.52 44.93 44.99 48.75 51.15 50.61 29.50 31.07 31.58 35.96 37.16 35.92 36.14 38.51 41.20 46.61 45.08 40.32 39.51

(14)

Shareholder Structure – Broad Scope of International Ownership. A total of 90% of Wincor Nixdorf’s stock is in free float (10% treasury shares). At the end of the report-ing period the followreport-ing entities each held an interest in Wincor Nixdorf in excess of the disclosure threshold, as specified under Section 21 WpHG (German Securities Trading Act).

▪  Artisan Partners Asset Management Inc./Artisan Part-ners Limited PartPart-nership / Artisan Investments GP LLC/ Artisan Partners Holdings LP/Artisan Investment Corpo-ration/ZCIF, Inc./Mr. Andrew A. Ziegler/Ms. Carlene M. Ziegler (over 3%)

▪  DB X-Trackers (over 3%)

▪  William Blair & Company, LLC (over 3%)

▪  BlackRock Group Limited/BlackRock, Inc./BlackRock Holdco 2 Inc./BlackRock Financial Management Inc./ BlackRock Advisors Holdings, Inc./BlackRock Interna-tional Holdings, Inc./BR Jersey InternaInterna-tional Holdings L.P. (over 5%)

Details concerning [ 1 ] Directors’ Dealings pursuant to Section 15a WpHG (German Securities Trading Act) are published on the Company’s website at www.wincor-nixdorf.com in the section entitled “Investor Relations.”

regional Distribution of Shareholders.* %

* Current estimate based on figures for May 2013.

Other 20 treasury shares 10 france 5 u.K. 20 30 uSA 15 germany

Investor relations – consistent communication. In the context of its Investor Relations activities, Wincor Nixdorf is committed to a policy of open and active financial com-munication. Investors and analysts are furnished with information on the strategic direction and development of the Company in a comprehensive and timely manner. Our aim is to generate confidence by maintaining an ongo-ing dialog with the capital markets.

In the fiscal year under review, we held a total of 23 road shows and conferences in Germany, the United King-dom, France, Italy, Canada, Austria, Switzerland, Spain, and the United States as a means of fostering close relations with existing partners and establishing new contacts. [ 1 ]

Details concerning Directors’ Dealings at www.wincor-nixdorf.com, Section: Investor relations

wincor nixdorf Shares – Key facts & figures.1

2012/2013 2011/2012 2010/2011 2009/2010 2008/2009

Opening price (XETRA) €30.54 €33.28 €48.00 €43.70 €41.74

Fiscal year-end price (XETRA) €46.16 €30.43 €33.80 €47.83 €44.01

Fiscal year high (XETRA) €51.15 €41.90 €63.45 €55.49 €45.26

Fiscal year low (XETRA) €29.50 €26.41 €31.55 €38.55 €26.90

Number of shares as of September 30 33,084,988 33,084,988 33,084,988 33,084,988 33,084,988 Shares in free float as of September 30 29,776,490 29,776,490 29,776,490 31,370,717 31,664,008

Free float 90.0% 90.0% 90.0% 94.8% 95.7%

Market capitalization as of September 30 €1,374m €906m €1,006m €1,500m €1,394m

Total dividend €44m2 _€31m _€51m _€53m _€59m

Dividend per share €1.482 _€1.05 _€1.70 _€1.70 _€1.85

Dividend yield

(based on fiscal year-end price) 3.21% 3.45% 5.03% 3.55% 4.20%

Earnings per share 3 _€2.93 _€2.10 _€3.60 _€3.38 _€3.69

1)_{Data adjusted after capital increase, executed on March 22, 2007, through issuance of shares in a ratio of 1:1.} 2)_{Proposed dividend.}

(15)

We also conducted numerous one-on-one meetings with investors at our headquarters in Paderborn. Comple-mented by tours of our plant and product presentations, these meetings gave visitors a comprehensive insight into our Company and portfolio.

In all, the Board of Directors and the Investor Rela-tions team held talks with well over 400 institutional investors in the reporting period. Fund managers from Germany, France, the United Kingdom, and the U.S. in particular showed a strong interest in our Company.

Following the publication of our quarterly figures and provisional results for fiscal 2012/2013, we discussed our financial situation and business performance in the respec-tive segments at length during several conference calls with analysts and investors.

All ad hoc announcements, press releases, and quar-terly reports were published promptly on our website, both in German and English. The website also contains exten-sive information on our share buyback programs, corpo-rate structure, management, and stcorpo-rategy, in addition to providing details on [ 4 ] corporate governance and our Annual General Meeting.

Analyst coverage. At the end of the fiscal year under re-view, the Company was officially being covered by 21 financial analysts, which includes comments and recom-mendations issued on a regular basis. These analysts are (in alphabetical order):

Bank of America Merrill Lynch, Bankhaus Lampe, Beren-berg Bank, Commerzbank, Deutsche Bank, DZ Bank, equi-net Bank, Fairesearch, Goldman Sachs, Hauck & Aufhäuser, HSBC Trinkaus & Burkhardt, Independent Research, Kepler-Cheuvreux, LBBW, MainFirst, Materlan Research, Metzler Equity Research, M. M. Warburg, Nord/LB, UBS, Wedbush Morgan Securities.

Analyst recommendations at the end of fiscal 2012/ 2013:

7 Buy

Hold 11

3 Sell

Annual General Meeting. Shareholders attending the Annual General Meeting (AGM) of Wincor Nixdorf AG in Paderborn, Germany, on January 21, 2013, represented over 65% of the Company’s voting rights. All resolutions on the agenda were adopted with large majorities.

The next [ 2 ] Annual General Meeting is scheduled to take place in Paderborn on January 20, 2014.

consistent Dividend Strategy. For fiscal 2011/2012, we paid a dividend of €1.05 per share. For fiscal 2012/2013, the Board of Directors and the Supervisory Board intend to propose a dividend of €1.48 per share to the Annual General Meeting. This represents a [ 3 ] dividend yield of 3.21% based on the fiscal year-end price of Wincor Nixdorf stock.

This means that the Board of Directors will again fol-low the dividend strategy established at the time of flo-tation, according to which around 50% of [ 5 ] profit for the year shall be distributed to shareholders.

Dividend History. € Fiscal year 08/09 09/10 10/11 11/12 12/13 3,00 2,50 2,00 1,50 1,00 0,50 Change –8% 0% –38% +41% *_{Proposed dividend.} 1.85 _1.70 _1.70 1.05 1.48*

treasury Shares. At the end of the reporting period, the Company held a total of 3,308,498 treasury shares, equiv-alent to 9.99% of its share capital, as a result of repur-chase programs in previous fiscal years.

The repurchased shares are intended for all purposes admitted by the law and covered by the authorization given by the AGM, in particular to fulfill the Company’s obligations in respect of the share options already issued or to be issued to members of the Board of Directors, other managerial staff, and employees of the Company and/or subordinate associated companies.

[ 2 ] next AgM: January 20, 2014 [ 3 ] [ 5 ] glossary: p. 155 [ 4 ] Corporate Governance, p. 12 et seq.

(16)

Wincor Nixdorf AG Annual Report 2012/2013 Risk Management System for Value-led Corporate Management

Corporate Governance.

At Wincor Nixdorf, responsible, transparent business man-agement and control centered on the creation of sustained added value is considered an essential basis for commer-cial success. Indeed, corporate governance has been an integral element of management for many years. The Board of Directors and the Supervisory Board have issued the statutory statement of compliance in accordance with Section 161 AktG (German Stock Corporation Act), stating that, with the exceptions specified therein, Wincor Nixdorf complies with all the recommendations of the German Corporate Governance Code. Adherence to this Code is monitored by the Board of Directors and the Supervisory Board. Issued annually, the statement of compliance is permanently available to all shareholders on the Internet at [ 1 ] www.wincor-nixdorf.com under the heading of Inves-tor Relations.

close collaboration between Board of Directors and Supervisory Board. A relationship based on close collab-oration and mutual trust exists between the Board of Direc-tors and the members of the Supervisory Board. The Board of Directors reports regularly, promptly, and comprehen-sively to the Supervisory Board on the progress of busi-ness activities. There is also an ongoing and constructive dialog concerning strategy, corporate planning, company profitability, risk status, risk management, and compliance. For further details, please refer to the [ 2 ] Supervisory Board report.

The Supervisory Board convened five scheduled meet-ings in the fiscal year under review. In addition, it held four extraordinary meetings during this period. The report prepared by the Supervisory Board contains further details of board meetings convened over the course of the fiscal year. The Supervisory Board has established four

commit-tees: a Mediation Committee, pursuant to Section 27 (3) MitbestG (German Co-Determination Act); a Personnel Committee, responsible for preparing the essential ele-ments of staff decisions to be made by the Supervisory Board in respect of the Board of Directors as well as with regard to the compensation structure; a Nominations Com-mittee, responsible for preparing the candidate propos-als put forward by the Supervisory Board to the Annual General Meeting for the subsequent Supervisory Board elections; and an Audit Committee. No conflicts of inter-est arose among members of the Board of Directors or the Supervisory Board.

trAnSPArencY AnD coMPlIAnce.

Internal and external transparency. Wincor Nixdorf is

committed to providing comprehensive, continuous, and prompt information in its communications with the Com-pany’s shareholders. As regards the Annual General Meet-ing of Shareholders (AGM) on January 20, 2014, we will again appoint a proxy vote representative so that share-holders not attending the AGM can be given the oppor-tunity 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 and open communi-cation with the public, we provide detailed documents and information on our website. This includes AGM infor-mation, financial reports, current ad hoc announcements, and press releases. Our online content also includes the Company’s Articles of Association, the Code of Conduct, and information on [ 3 ] Directors’ Dealings pursuant to Sec-tion 15a WpHG (German Securities Trading Act). [ 2 ]

Supervisory Board report, p. 18 et seq.

[ 1 ]

www.wincor-nixdorf.com, Section: Investor relations

[ 3 ]

Directors’ Dealings, for further infor mation visit www.wincor-nixdorf.com, Section: Investor relations

the code and its guiding principles act as central benchmarks the Board of Directors and Supervisory Board work together in a spirit of trust corporate governance is built on a strong commitment to trans-parency Processes and structures provide the foundation for effective compliance the company’s pattern of success is underpinned by effective risk management and a value-driven approach

(17)

Either directly or indirectly, the Board of Directors and the Supervisory Board hold shares or options in Wincor Nixdorf AG equivalent to more than 1% of share capital. In this context, the members of the Board of Directors together hold 2.95% and the members of the Supervi-sory Board together hold 0.02% of the Company’s share capital.

A list of all third-party entities in which Wincor Nixdorf AG holds an interest deemed to be not of minor signifi-cance has been included in the annual financial statements of Wincor Nixdorf AG. The annual financial statements of Wincor Nixdorf AG have been published, among other places, on the Company’s website.

compliance.

For Wincor Nixdorf AG, responsible and lawful conduct is a prerequisite for quality, business success, and sustain-able corporate development. The Board of Directors there-fore regards compliance as a fundamental management task and has pledged in its compliance statement to respect the law, while expressly acknowledging the need for law-ful, social, and ethical conduct.

Wincor Nixdorf has developed a Compliance Manage-ment System (WN CMS) tailored to the requireManage-ments of an international group. This involves expanding the exist-ing compliance organization, in addition to comprisexist-ing the process of further refining the Compliance Management System.

Structure. At Wincor Nixdorf, the overall compliance structure has two key elements. Firstly, compliance man-agement is linked to our business activities so that it remains an ongoing and integral part of existing processes. Sec-ondly, we have developed a Compliance Officer System.

The Group-wide Compliance Officer System encom-passes four levels. The first level is occupied by the Chief Compliance Officer (CCO), who was appointed as early as 2007. Assigned to the parent company, he reports to the Board of Directors and the Audit Committee of the Super-visory Board. The CCO is responsible for coordinating and managing the global implementation and monitoring of compliance measures and for ongoing development of the Wincor Nixdorf CMS. The second level is occupied by

the Regional Compliance Officers (Regional COs), whose responsibilities include compliance at a regional level and who report to the COO. The third level includes the Area Compliance Officers (Area COs), who report to the Regional COs and coordinate the activities of the Local COs in their respective areas. Finally, the fourth level is occupied by Local Compliance Officers (Local COs) assigned to the respective entities within the various countries. They report to the Area COs and are responsible for introducing the Compliance Management System, implementing associ-ated measures, and monitoring progress at a local level. the compliance Program. The Compliance Management System comprises the following components: prevention, detection/control, and response. As regards prevention, considerable importance is attached to regular compli-ance training, implemented in the form of attended sem-inars and online sessions. The communication program includes a quarterly compliance newsletter and the com-pliance portal on the Wincor Nixdorf intranet. Addition-ally, the Compliance Office is available to advise employ-ees on all matters relating to the Wincor Nixdorf CMS.

The Wincor Nixdorf CMS is subject to an ongoing pro-cess of development to ensure that Wincor Nixdorf can respond to changes in the legal and economic conditions governing its international business.

rISK MAnAgeMent SYSteM for

VAlue-leD corPorAte MAnAgeMent.

Responsible corporate governance is dependent on a prop-erly functioning risk management system. The risk man-agement system implemented by Wincor Nixdorf is geared toward meeting the practical requirements of our busi-ness. It is designed to highlight opportunities and risks at an early stage and to help avoid or limit them where they occur. Further details are provided in the Group Manage-ment Report in the section entitled Risk Report.

(18)

Wincor Nixdorf AG Annual Report 2012/2013 Objectives of the Supervisory Board

eXcePtIonS to tHe

corPorAte goVernAnce coDe.

Under Section 161 AktG (German Stock Corporation Act), the Board of Directors and the Supervisory Board of exchange-listed companies are obliged to issue a decla-ration each year stating that the recommendations of the “Code of the Government Commission on German Corporate Governance,” as published by the German Federal Ministry of Justice in the official section of the Federal Gazette (electronic version), have been and are being met. This declaration must also specify which rec-ommendations have not been or are not being applied and why not.

exceptions to the corporate governance code. In

accordance with Section 161 AktG (German Stock Corpo-ration Act), the Board of Directors and the Supervisory Board of Wincor Nixdorf AG issued a new declaration of compliance on November 25, 2013.

Since its last declaration of compliance on novem-ber 20, 2012, wincor nixdorf Aktiengesellschaft has com-plied and will continue to comply with the recommen-dations of the code of the government commission on german corporate governance, in the version dated May 15, 2012 (published in the electronic federal gazette on June 15, 2012), and with the recommendations of the revised version of the code, which came into force on May 13, 2013 (published in the electronic federal gazette on June 10, 2013), with the two exceptions detailed below: 1. The D&O insurance policy agreed by Wincor Nixdorf Aktiengesellschaft does not feature a policy deductible for the Supervisory Board (Section 3.8 Paragraph 3 GCGC).

Reasons: The D&O insurance policy agreed by Wincor Nixdorf Aktiengesellschaft does not feature a policy ible for the Supervisory Board, in particular no such deduct-ible of at least 10% of the damage up to at least one and a half times the fixed annual remuneration. The D&O insur-ance policy was taken out for a significant number of

man-agement staff across the entire Wincor Nixdorf Group, at home and abroad, including members of the Company’s boards. When the policy agreement was signed, it did not appear proper to differentiate between Board members and other management staff; equally there was no legal requirement to do so. Effective from July 1, 2010, only insurance policies for members of the Board of Directors were to be amended pursuant to Section 93 (2) Sentence 3 AktG (German Stock Corporation Act) in conjunction with Section 23 (1) Sentence 1 EGAktG (Introductory Act to the Stock Corporation Act). There is no stipulation in the legislation (Section 116 Sentence 1 AktG) of a manda-tory policy deductible for the Supervisory Board; indeed, the Supervisory Board is specifically exempted from such a mandatory policy deductible. Given the nature of the role of the Supervisory Board, which is also evident from that Board’s different remuneration structure, this distinc-tion in the treatment of the Board of Directors and the Supervisory Board appears commensurate, especially since the insurance policies have not been changed for other senior managers. Consequently, it does not appear proper to extend the policy deductible in the D&O insurance pol-icy held by Wincor Nixdorf Aktiengesellschaft to members of the Supervisory Board.

2. In setting the level of remuneration paid to members of the Supervisory Board, no account is taken of chair-manship of any committee other than the Audit Commit-tee, or of membership of any of the Supervisory Board committees (Section 5.4.6 Paragraph 1 Sentence 3 GCGC old version/Section 5.4.6 Paragraph 1 Sentence 2 GCGC new version).

Reasons: Remuneration for mere membership of a committee is deemed unnecessary. As regards the activ-ities 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 remuner-ated separately due to the additional time and effort required by the role.

(19)

oBJectIVeS of tHe SuPerVISorY BoArD

In relAtIon to ItS coMPoSItIon –

current StAte of IMPleMentAtIon.

According to Section 5.4.1 Sentence 5 GCGC, the Corpo-rate Governance Report should contain details of the spe-cific objectives of the Supervisory Board in relation to its composition and with due regard for the organization’s international activities, potential conflicts of interest, the number of independent Supervisory Board members con-sidered adequate by the Supervisory Board, the stipula-tion of an age limit for members of the Supervisory Board, and diversity, the latter especially in terms of achieving an appropriate level of involvement of women. The report should also evaluate the state of implementation of these objectives.

To this end, at its meeting on September 25, 2013, the Supervisory Board set out its objectives in relation to the composition of the Board as follows:

As required by the German Co-Determination Act, the Supervisory Board of Wincor Nixdorf AG is made up of six shareholder representatives and six employee rep-resentatives. A ballot to elect the six employee represen-tatives on the Supervisory Board was held on December 8/9, 2010, with the result that the end of their terms of office will coincide with the end of the Annual General Meeting in January 2016. The Supervisory Board or, at a preliminary stage, its Nominations Committee may only exert an influence on the election of the six shareholder representatives through its right to propose candidates to the Annual General Meeting.

objectives:

The specific objectives for the composition of our Super-visory Board are therefore limited to the composition of the six shareholder representatives:

a) with regard to the international activities of the company. The international activities of Wincor Nixdorf AG have previously been taken into account in the com-position of the shareholder representatives on the Super-visory Board and will continue to be taken into account when the Supervisory Board submits candidate propos-als to the Annual General Meeting. The key factors here are a knowledge of spoken and written English, profes-sional experience (either in management or on another supervisory body) in other German or foreign companies of a comparable size with an international presence, and an understanding of global economic issues in relation to manufacturing, sales, or services. This requirement for can-didates to have an international profile does not neces-sarily mean that the Supervisory Board should include one or more foreign nationals. German citizens can also pro-vide the desired international experience, e.g., as a result of time spent working in another country. However, a solid command of English, both written and spoken, is consid-ered a key prerequisite.

b) Avoiding potential conflicts of interest. Potential conflicts of interest are avoided at an early stage when the Supervisory Board submits its proposed candidates to the Annual General Meeting. Since the last Annual General Meeting held on January 21, 2013, no former mem-ber of the Wincor Nixdorf Board of Directors or former Wincor Nixdorf General Manager has served on the Super-visory Board as a shareholder representative. When it sub-mits the names of proposed candidates to the Annual General Meeting, the Supervisory Board ensures that the candidates in question do not perform a managerial, advi-sory, or supervisory role on behalf of one of the Compa-ny’s competitors, suppliers, lenders, or customers. This avoids conflicts of interest from the outset. In the event that a conflict of interest arises during the period of office of a member of the Supervisory Board, the person in

(20)

ques-Wincor Nixdorf AG Annual Report 2012/2013 Audit of Group Financial Statements

tion is required to disclose that conflict to the Supervisory Board via the Chairperson and, provided the conflict of interest is significant and not just temporary, to stand down. c) number of independent Supervisory Board mem-bers considered adequate by the Supervisory Board. According to the recommendation set out in the Code, a Supervisory Board member is not to be considered inde-pendent if he/she has personal or business relations with the company, its executive bodies, a controlling share-holder, or an enterprise associated with the latter that may cause a substantial and not merely temporary con-flict of interests. Based on the Supervisory Board’s assess-ment, all six of the shareholder representatives within the Supervisory Board are to be considered independent mem-bers within the meaning of Section 5.4.2 of the German Corporate Governance Code. Therefore, the independence of the Supervisory Board is safeguarded to an adequate extent.

d) Stipulation of an age limit. The age limit, i.e., the expiry of a serving member’s term of office at the end of the Annual General Meeting after which that person reaches the age of 70, is already stipulated in the Com-pany’s Articles of Association (Article 7 Paragraph 6).

e) with regard to diversity. Due regard must be given to issues of diversity in the composition of the Supervi-sory Board. In particular, the SuperviSupervi-sory Board must pro-vide for an appropriate level of female representation. At present, the Supervisory Board is made up of two female and ten male members. Diversity is reflected in the vary-ing professional careers and activities of shareholder rep-resentatives and – with regard to the Board’s international profile – the track record of experience within the Super-visory Board. In cases where male and female candidates are equally qualified and suitable, due regard should be given to the appointment of a female candidate. The Com-pany aims to ensure that there continues to be at least one female member of the Supervisory Board as a repre-sentative of shareholders.

State of Implementation of objectives:

Details of the current state of implementation of the objec-tives presented above under a) to e) for the composition of the Supervisory Board are given below:

The objectives relating to a) “With regard to the inter-national activities of the Company,” b) “Avoiding poten-tial conflicts of interest,” c) “Adequate number of inde-pendent Supervisory Board members,” d) “Stipulation of an age limit,” and e) “Diversity, including the appropriate participation of female representatives on the Supervi-sory Board” have been met to an adequate extent. Fur-thermore, we will continue to pursue objective e) “Diver-sity, including the appropriate participation of female representatives on the Supervisory Board” within the Nominations Committee of the Supervisory Board when identifying suitable candidates as successors to share-holder representatives whose term on the Supervisory Board is coming to an end to the extent that the pool of suitable candidates also includes female candidates with requisite experience and qualifications.

(21)

AuDIt of grouP fInAncIAl

StAteMentS BY KPMg.

The Group financial statements of Wincor Nixdorf AG for the fiscal year ended September 30, 2013, have been pre-pared in accordance with International Financial Report-ing Standards (IFRS) as applicable in the European Union, supplemented by the statutory requirements laid out in Section 315a (1) HGB (German Commercial Code). The Group financial statements have been audited by the accountancy firm KPMG AG.

(22)

Wincor Nixdorf can look back on a fiscal year that was not exactly short on challenges: Alongside efforts to expand net sales, first and foremost it was essential to substantially increase the Company’s operating profit, which had fallen sharply the year before. Furthermore, the focus was on pressing ahead with and completing the ongoing restructuring program during the year. This was linked to Wincor Nixdorf’s intention of considerably expanding its business in emerg-ing markets. On the one hand, the aim of this was to offset and as far as possible to more than compensate for the protracted weakness of the Company’s home market, Europe, which continued to suffer the effects of the sovereign debt crisis. On the other hand, taking a medium-term view, the growing importance of the emerging markets is to be reflected by a significant share of the Group’s total sales.

The Company’s endeavors in the year under review were crowned with success: Net sales rose by 5% year-on-year, with operating profit increasing from €101 million to €132 million – after allowing for restructuring costs. The restruc-turing program was also a success, and was completed as planned in the year under review. At the same time, Wincor Nixdorf initiated a program of strategic realignment that will not only accompany the Group as a whole in the years to come but will also continue to change it substantially.

the work of the Supervisory Board. In the fiscal year under review, the Supervisory Board of Wincor Nixdorf AG discharged its duties in accordance with statutory requirements, the German Corporate Governance Code, and the Company’s Articles of Association. First and foremost, this task involved advising and monitoring the Board of Direc-tors on a regular basis in matters concerning the strategic direction and management of the Group. This collaboration was characterized by the fact that all decisions of fundamental importance to Wincor Nixdorf AG and its Group com-panies were agreed directly with the Supervisory Board. Receiving comprehensive information on a regular and timely basis in the form of verbal and written reports, the Supervisory Board was informed by the Board of Directors on all material issues relating to the corporate planning, strategic direction and development, business performance, and

(23)

state of the Group, including risks and risk management. All business matters of importance to the Company were dis-cussed by the Supervisory Board on the basis of reports furnished by the Board of Directors.

In fiscal 2012/2013, five scheduled Supervisory Board meetings were held, at which the Board of Directors informed the Supervisory Board about the Company’s situation and performance. In addition to these five scheduled meetings (on November 20, 2012, and on January 21, April 23, July 24, and September 25, 2013), the Supervisory Board held four extraordinary meetings.

The object of the extraordinary meeting of the Supervisory Board held on January 7, 2013, was to decide on the appointment of Olaf Heyden as an additional member of the Board of Directors, with responsibility for the Services segment, before his subsequent appointment at the scheduled meeting of the Supervisory Board on April 23, effec-tive May 1, 2013. Prior to that, at the scheduled Supervisory Board meeting on November 20, 2012, Jens Bohlen had already been appointed as an additional member of the Board of Directors, effective January 1, 2013, taking over respon-sibility for the Banking segment. The only point on the agenda at the extraordinary meeting of the Supervisory Board on November 12, 2012, was a discussion of the preliminary figures relating to the financial statements and the outlook for fiscal 2012/2013 prior to the annual press conference that took place the same day. At the meeting held on Janu-ary 20, 2013, the Supervisory Board agreed to the proposal of retiring Supervisory Board member Karl-Heinz Stiller for the undersigned to succeed as Chairman of the Supervisory Board at the constituent meeting of the Supervisory Board following the Annual General Meeting held on January 21. Also discussed at this meeting were the first-quarter results and the forecast for the rest of the fiscal year before they were published the next morning. The object of the extraor-dinary Supervisory Board meeting held on March 21, 2013, was the restructuring of production at the Singapore site.

The average attendance at these meetings of the Supervisory Board was 97.2%, and no committee members took part in less than half of the meetings. All meetings were attended by representatives of the Board of Directors. At the aforementioned meetings, all necessary resolutions were passed on the basis of documentation prepared in advance. Between each meeting convened by the Supervisory Board, the Board of Directors informed the Supervisory Board promptly and comprehensively about important events of particular significance in assessing the position and perfor-mance as well as the overall management of the Company. Furthermore, the Board of Directors remained in continu-ous contact with the Supervisory Board and informed it about the current business position as well as significant occur-rences, developments, and decisions.

At its meeting on September 25, 2013, the Supervisory Board conducted a self-assessment in order to examine the efficiency of its activities.

Key Areas of Deliberation by the Supervisory Board. At its individual meetings, the Supervisory Board regularly exam-ined the business, net sales, and earnings performance of the Group and its segments, as well as cash flows, imple-mentation of the strategic focus, and HR development. In order to exploit potential growth opportunities, while at the same time improving efficiency and quality and reducing costs, the restructuring program introduced the year before was continued, with significant structural and organizational changes.

In addition, the Supervisory Board discussed proposals to approve the issue of share options to members of the Board of Directors and employees (2013 tranche).

At its meeting on September 25, 2013, the Supervisory Board gave its approval to the fiscal 2013/2014 budget pro-posed by the Board of Directors and to the medium-term strategic business development plan. In addition, the Super-visory Board drew up objectives in relation to its own composition and the current state of implementation. Details can be found in the [ 1 ] Corporate Governance Report in this Annual Report.

committee work. The Supervisory Board is supported in its duties by four committees established by this body. These committees are responsible for preparing the ground for Supervisory Board resolutions and examining issues subse-quently to be addressed in plenary sessions. Furthermore, the Supervisory Board has delegated decision-making author-ity to the committees within specific areas.

[ 1 ]

Corporate Governance,

(24)

With the exception of the Audit Committee, which is chaired by Supervisory Board member Prof. Dr. Edgar Ernst, the committees are presided over by the Chairman of the Supervisory Board.

The Audit Committee convened on two occasions during the fiscal year under review. The main focus of its work was on examining the annual accounts and Group financial statements of Wincor Nixdorf AG. Other issues addressed were the Company’s risk report and risk management policy, reporting by Internal Audit, and the status and further expansion of the Compliance Management System.

During the year under review, the Personnel Committee met on November 19, 2012, and on January 7 and April 23, 2013, to prepare for the appointment of Jens Bohlen and Olaf Heyden, responsible on the Board of Directors for the Banking and Services segments.

The Nominations Committee also convened on April 23 and September 25, 2013, to prepare a proposal of the Super-visory Board to the Annual General Meeting on January 20, 2014, concerning the election of two shareholder repre-sentatives to the Supervisory Board.

There was again no need to convene the Mediation Committee during the fiscal year just ended.

corporate governance and Declaration of conformity. 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 3.10 of the German Corporate Governance Code. On November 25, 2013, the Board of Directors and the Supervisory Board issued an updated Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act (Aktiengesetz – AktG) and made the declaration, along with details of non-conformity, permanently available to shareholders on the Company website.

Approval of the Annual Accounts and Adoption of the group financial Statements. On January 21, 2013, the Annual General Meeting appointed the accountancy firm KPMG AG (Bielefeld), as auditor of the accounts. The Group financial statements for the fiscal year 2012/2013, prepared in accordance with Section 315 a of the German Commercial Code (Handelsgesetzbuch – HGB) and IFRS, including a Group management report, have been audited by KPMG and given an unqualified audit opinion. This also applies to the separate annual accounts and management report of Wincor Nixdorf AG for the fiscal year 2012/2013, which were prepared on the basis of German accounting regulations.

The documentation pertaining to the financial statements, the Board of Directors’ proposal for the appropriation of profit, and the auditor’s reports were submitted to the Audit Committee and the Supervisory Board in good time prior to their meetings. The information was examined in detail by the Audit Committee and subsequently by the full Supervisory Board, and discussed in the presence of the auditor, who was on hand to take questions and provide fur-ther information. Following its own examination of the Group financial statements and the Group management report, as well as the separate annual accounts and management report of Wincor Nixdorf AG, the Supervisory Board took the view that it did not wish to make any objections. Consequently, at its meeting on November 25, 2013, in line with the recommendation of its Audit Committee, the Supervisory Board concurred with the result of the audit and approved the financial statements and management reports drawn up by the Board of Directors. The annual accounts were thus formally adopted.

The Supervisory Board also discussed the proposal for the appropriation of profit and the dividend policy with the Board of Directors. With due regard for the Company’s solid financial situation, and the expectations of both share-holders and the capital markets, the Supervisory Board gave its unqualified approval to the proposal of the Board of Directors.

The Supervisory Board determined its proposed resolutions for the agenda of the Company’s Annual General Meet-ing to be held on January 20, 2014, and approved this Supervisory Board report.

(25)

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 inter-est occurred within the Supervisory Board during the period under review. The terms of office of the six employee rep-resentatives and of Hans-Ulrich Holdenried, as well as the term of office of the undersigned, are due to expire at the end of the Annual General Meeting responsible for adopting a motion on the approval of their actions for fiscal 2014/2015. The term of office of Prof. Dr. Edgar Ernst continues until the end of the Annual General Meeting responsible for

approv-ing the actions of the members of the Supervisory Board for fiscal 2015/2016. The term of office of Zvezdana Seeger continues until the end of the Annual General Meeting responsible for approving the actions of the members of the Supervisory Board for fiscal 2016/2017. The terms of office of Walter Gunz and Prof. Dr. Achim Bachem continue until the end of the Annual General Meeting responsible for approving the actions of the members of the Supervisory Board for fiscal 2012/2013.

Wincor Nixdorf can look back over a successful fiscal year 2012/2013. The challenges outlined above and the ongo-ing changes in the Company have demanded great commitment and considerable willongo-ingness to change on the part of the Company’s Board of Directors, all employees, and also from the employee representatives. The Supervisory Board would like to take this opportunity to express its special thanks to them for their constructive and committed cooperation over the past months.

Paderborn, November 25, 2013

Dr. Alexander Dibelius

(26)

DrIvING BrANch

trANSforMAtIoN

At BANkS AND rEtAIlErS.

for the Annual Report of

Wincor Nixdorf AG.

2012

/2013

INtEllIGENt SolutIoNS

for NEw ProcESSES

“A COMPLETE SOLUTION FROM A SINGLE SOURCE MEANS LESS WORK FOR IKEA IN COORDINATING EQUIP-MENT AND SOLUTIONS IN ITS STORES AROUND THE WORLD AS WELL AS SIGNIFICANTLY LOWER PROJECT COSTS DURING SOLUTION ROLLOUT AND SUBSEQUENT OPERATION.” Paolo Cinelli, CIO of IKEA Group “WINCOR NIXDORF’S MODULAR SOLUTION OFFERING ENABLES

US TO ACHIEVE A HIGH DEGREE OF STANDARDIZATION AND HENCE ALSO OPTIMIZE COSTS, YET IS ALSO FLEXIBLE ENOUGH TO MAP SPECIFIC IT ENVIRONMENTS AND CUSTOMIZED SALES CONCEPTS.”

Andreas Fichelscher, Head of the Organization and Information Technology Department at NORD/LB

(27)

for the Annual Report of

Wincor Nixdorf AG.

2012

/2013

INtEllIGENt SolutIoNS

for NEw ProcESSES

“A COMPLETE SOLUTION FROM A SINGLE SOURCE MEANS LESS WORK FOR IKEA IN COORDINATING EQUIP-MENT AND SOLUTIONS IN ITS STORES AROUND THE WORLD AS WELL AS SIGNIFICANTLY LOWER PROJECT COSTS DURING SOLUTION ROLLOUT AND SUBSEQUENT OPERATION.” Paolo Cinelli, CIO of IKEA Group “WINCOR NIXDORF’S MODULAR SOLUTION OFFERING ENABLES

US TO ACHIEVE A HIGH DEGREE OF STANDARDIZATION AND HENCE ALSO OPTIMIZE COSTS, YET IS ALSO FLEXIBLE ENOUGH TO MAP SPECIFIC IT ENVIRONMENTS AND CUSTOMIZED SALES CONCEPTS.”

Andreas Fichelscher, Head of the Organization and Information Technology Department at NORD/LB