Business Combination Information

Access information and the latest news on the combination between Diebold, Incorporated and Wincor Nixdorf AG.

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You have entered the internet site which Diebold, Incorporated, has designated for the publication of documents and information in connection with its voluntary public takeover offer for all shares of Wincor Nixdorf AG. Please note that all of the following information in the English language is addressed exclusively to shareholders of Wincor Nixdorf AG residing in the United States of America.

In order to access the offer document, shareholders of Wincor Nixdorf AG are requested to confirm, at the bottom of this page, notice of the following legal information.

The offer by Diebold, Incorporated (the “Bidder”) to acquire all shares of Wincor Nixdorf AG (the “Takeover Offer”) described on the following pages is a voluntary public takeover offer pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”). The Takeover Offer will be implemented solely in accordance with the applicable laws of the Federal Republic of Germany, in particular the WpÜG in conjunction with the German Regulation on the Content of the Offer Document, Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to publish and to make a Tender Offer (WpÜG-Angebotsverordnung), and the applicable provisions of the securities laws and regulations of the United States of America (“United States”). The offer is not made or intended to be made pursuant to the provisions of any other legal system. Accordingly, no notifications, registrations, admissions or approvals of the Takeover Offer or of the offer document containing the Takeover Offer (the “Offer Document”) have been applied for or initiated by the Bidder or the persons acting in conjunction with the Bidder outside of the Federal Republic of Germany and the United States. The Bidder and the persons acting in conjunction with the Bidder therefore do not assume any responsibility for compliance with law other than the laws of the Federal Republic of Germany and the United States. Bidder intends to file a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (“SEC”) that will include a prospectus of Bidder to be used in connection with the Takeover Offer.

The Offer Document will be distributed solely in accordance with the provisions of the WpÜG and in compliance with certain applicable provisions of the securities laws and regulations of the United States. The publication of the Offer Document, in particular on the Internet, serves the sole purpose of compliance with the provisions of the WpÜG and certain applicable provisions of the securities laws and regulations of the United States. The Takeover Offer will not be filed, published or publicly advertised pursuant to the laws of any jurisdiction other than the Federal Republic of Germany and the United States. The publication, dissemination, distribution or forwarding of the Offer Document or a summary or any other description of the terms contained in the Offer document in another jurisdiction may be subject to legal restrictions in such other jurisdiction.

Except for (i) the publication of the Offer Document on this website (in German and in a non-binding English translation which has, however, not been reviewed by the German Federal Financial Services Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and (ii) the availability of copies of the Offer Document at Deutsche Bank Aktiengesellschaft, Taunusanlage 12, 60325 Frankfurt am Main, Germany, for distribution free of charge (also available from Deutsche Bank Aktiengesellschaft via e-mail to dct.tender offers@db.com or by telefax to +49 69 910 38794), as well as, announcement in the Federal Gazette (Bundesanzeiger) and by way of an English language press release and its German language translation via an electronically operated information distribution system in the United States of the place where the Offer Document is being held for distribution and the address at which the publication of the Offer Document on the internet has taken place, and the publication and distribution of the Offer Document with the explicit approval of the Bidder, the publication, dispatch, dissemination or distribution of the Offer Document or other documents connected with the Takeover Offer by third parties under the laws of other legal systems than those of the Federal Republic of Germany and the United States is not authorized and is not intended by the Bidder. You will be able to obtain a free copy of the prospectus, which Bidder will file with the SEC, and other related documents filed by Bidder with the SEC on the SEC’s website at www.sec.gov.

Acceptance of the Takeover Offer outside the Federal Republic of Germany and the United States may be subject to legal restrictions. Shareholders of Wincor Nixdorf AG who come into possession of the Offer Document outside the Federal Republic of Germany and the United States and/or wish to accept the Takeover Offer outside of these two countries or whose acceptance of the Takeover Offer could be subject to laws of jurisdictions other than the Federal Republic of Germany and the United States are requested to inform themselves of the relevant applicable legal provisions and to comply with these.

The Bidder and the persons acting in conjunction with the Bidder assume no responsibility for the publication, dispatch, distribution or dissemination of any documents connected with the Takeover Offer outside the Federal Republic of Germany or the United States being permissible under the provisions of legal systems other than those of the Federal Republic of Germany and the United States. Furthermore, the Bidder and the persons acting in conjunction with the Bidder assume no responsibility for the non-compliance of third parties with any laws.

The announcements made on this website do not constitute an invitation to make an offer to sell shares in Wincor Nixdorf AG. With the exception of the publication of the Offer Document pursuant to the provisions of the WpÜG, announcements made on this website also do not constitute an offer to purchase shares in Wincor Nixdorf AG.

To the extent permissible under applicable law or regulation, and in accordance with German market practice, Diebold, Incorporated or its brokers may purchase, or conclude agreements to purchase, Wincor Nixdorf AG shares, directly or indirectly, outside of the scope of the public takeover offer, before, during or after the period in which the offer remains open for acceptance. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany, the United States or any other relevant jurisdiction.

Certain statements contained in documents on this internet site regarding matters that are not historical facts are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). These include statements regarding management’s intentions, plans, beliefs, expectations or forecasts for the future including, without limitation, the proposed business combination with Wincor Nixdorf AG and the offer. Such forward-looking statements are based on the current expectations of Bidder and involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in the statements. Such forward-looking statements may include statements about the business combination and the offer, the likelihood that such transaction is consummated and the effects of any transaction on the businesses and financial conditions of Bidder or Wincor Nixdorf AG, including synergies, pro forma revenue, targeted operating margin, net debt to EBITDA ratios, accretion to earnings and other financial or operating measures. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and actual results of operations, financial condition and liquidity, and the development of the industries in which Bidder and Wincor Nixdorf AG operate may differ materially from those made in or suggested by the forward-looking statements contained in documents on this internet site. In addition, risks and uncertainties related to the contemplated business combination between Bidder and Wincor Nixdorf AG include, but are not limited to, the expected timing and likelihood of the completion of the contemplated business combination, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the contemplated business combination that could reduce anticipated benefits or cause the parties not to consummate, or to abandon the transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement or the contemplated offer, the risk that the parties may not be willing or able to satisfy the conditions to the contemplated business combination or the contemplated offer in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the contemplated business combination, the risk that any announcements relating to the contemplated business combination could have adverse effects on the market price of Bidder’s common shares, and the risk that the contemplated transaction or the potential announcement of such transaction could have an adverse effect on the ability of Bidder to retain and hire key personnel and maintain relationships with its suppliers, and on its operating results and businesses generally. These risks, as well as other risks associated with the contemplated business combination, are more fully discussed in a prospectus that will be included in the registration statement on Form S-4 that will be filed with the SEC in connection with the contemplated business combination and the offer. Additional risks and uncertainties are identified and discussed in Bidder’s reports filed with the SEC and available at the SEC’s website at www.sec.gov. Any forward‑looking statements speak only as at the date of the respective document. Except as required by applicable law, neither Bidder nor Wincor Nixdorf AG undertakes any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

I hereby confirm that I have read and understood the legal notice above.

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INTRODUCING DIEBOLD NIXDORF
MORE THAN A COMBINATION. A NEW ORGANIZATION FOR A NEW ERA. 

We're the world leaders in connected commerce, with the scale and expertise to handle your “always on” automation needs. We can’t wait to meet you wherever you are on the journey.

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