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Diebold subsidiary enters profit, loss transfer agreement with Wincor Nixdorf

A German subsidiary of Diebold Inc. has entered a domination and profit andloss transfer agreement with Wincor Nixdorf.

The agreement is part of Diebold's acquisition of WincorNixdorf, which the companies completed Aug. 15. Diebold's board of directors andWincor Nixdorf's management and supervisory boards approved the domination andprofit and loss agreement Aug. 16. It became effective Sept. 26.

Under the agreement, Diebold Holding Germany Inc. & Co.KGaA can issue binding instructions to the Wincor Nixdorf boards, and WincorNixdorf must transfer all its annual profits to Diebold KGaA. Diebold KGaA, inturn, will absorb losses incurred by Wincor Nixdorf.

Wincor Nixdorf shareholders will also be able to give theirshares to Diebold KGaA in exchange for €55.02 per share and recurringcompensation in cash of €3.13, or €2.82 net under the current taxation regime,per share for each full fiscal year of Wincor Nixdorf.