DGAP-CMS: Diebold Nixdorf, Incorporated: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution

2019. február 25., hétfő, 23:33





DGAP Post-admission Duties announcement: Diebold Nixdorf, Incorporated / Third country release according to Article 50 Para. 1, No. 2 of the WpHG [the German Securities Trading Act]


Diebold Nixdorf, Incorporated: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution


25.02.2019 / 23:33


Dissemination of a Post-admission Duties announcement according to Article 50 Para. 1, No. 2 WpHG transmitted by DGAP - a service of EQS Group AG.


The issuer is solely responsible for the content of this announcement.



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 22, 2019

Diebold Nixdorf, Incorporated

(Exact name of registrant as specified in its charter)







































Ohio1-487934-0183970
(State or other(Commission File(I.R.S. Employer
jurisdiction ofNumber)Identification No.)
incorporation)




5995 Mayfair Road, P.O.
44720-8077
Box 3077,




North Canton, Ohio

(Address of principal
(Zip Code)
executive offices)












Registrant"s telephone number, including area code: (330) 490-4000

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

 Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company
as defined in as defined in Rule 405 of the Securities Act of 1933 (§
230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter)

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended

transition period for complying with any new or revised financial
accounting standards provided pursuant to
Section 13(a) of the Exchange Act. 


Item 1.01. Entry into a Material Definitive Agreement.

On February 22, 2019, Diebold Nixdorf, Incorporated (the "Company") entered
into an agreement (the "Agreement") with GAMCO Asset Management Inc. and
its affiliates ("GAMCO") relating to director nominations to the Company"s
board of directors at the Company"s 2019 annual meeting of shareholders
(the "2019 Annual Meeting").

On November 13, 2018, GAMCO delivered notice (the "Notice") to the Company
of its intention to nominate three individuals for election as directors of
the Company at the 2019 Annual Meeting. Pursuant to the Agreement, the
Company has agreed that it will nominate Arthur Anton and Matthew Goldfarb
(the "Nominees"), two of the individuals identified in the Notice, for
election as directors of the Company at the 2019 Annual Meeting, and GAMCO
has withdrawn its nominations and the Notice and has agreed that it will
vote all common shares of the Company that GAMCO is entitled to vote at the
2019 Annual Meeting in favor of the election of each of the Nominees and
the other individuals to be nominated by the Company at the 2019 Annual
Meeting.

The Agreement also provides, subject to certain exceptions, that the
Nominees will be nominated to the Company"s board of directors at the
Company"s 2020 annual meeting of shareholders, and from February 22, 2019
until the completion of the Company"s 2020 annual meeting of shareholders,
(i) GAMCO will be entitled to select a new designee if either Nominee is
unable to serve on the Company"s board of directors, (ii) GAMCO will be
subject to customary standstill and non-disparagement restrictions, and
(iii) GAMCO will vote all common shares of the Company that GAMCO is
entitled to vote in favor of certain matters supported by the Company"s
board of directors. A copy of the Agreement is attached as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated herein by reference.

Additional Information

The Company intends to file a proxy statement and other relevant documents
with the U.S. Securities and Exchange Commission (the "SEC") regarding the
2019 Annual Meeting. THE COMPANY"S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO
READ ANY SUCH PROXY STATEMENT AND RELEVANT DOCUMENTS WHEN THEY BECOME
AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information can also
be found in the Company"s Annual Report on Form 10-K for the year ended
Dec. 31, 2017, filed with the SEC on February 28, 2018. Shareholders will
be able to obtain any proxy statement, any amendments or supplements to the
proxy statement and other documents filed by the Company with the SEC for
no charge at the SEC"s website at www.sec.gov. Copies will also be
available at no charge at the Company"s website at www.dieboldnixdorf.com
or by writing to the Company"s Corporate Secretary at 5995 Mayfair Road,
P.O. Box 3077, North Canton, Ohio 44720-8077.


Participants in Solicitation

The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in connection with the 2019
Annual Meeting. Information concerning certain participants is set forth in
the Company"s proxy statement for its 2018 annual meeting of shareholders,
filed with the SEC on March 14, 2018 on Schedule 14A. More detailed
information regarding the identity of potential participants, and their
direct or indirect interests, by security holdings or otherwise, will be
set forth in the proxy statement and other materials to be filed with the
SEC in connection with the 2019 Annual Meeting.

Item 9.01 Exhibits.

(d) Exhibits.














Exhibit NumberDescription


10.1Nomination and Standstill Agreement,

dated as of February 22, 2019









SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



























Diebold Nixdorf, Incorporated
February 25, 2019By:/s/ Jonathan B. Leiken


Name: Jonathan B. Leiken


Title: Senior Vice


President, Chief


Legal Officer and


Secretary












NOMINATION AND STANDSTILL AGREEMENT

This Nomination and Standstill Agreement dated February 22, 2019 (this
"Agreement"), is by and among Diebold Nixdorf, Incorporated (the " Company
"), the individuals and entities listed on Schedule I , attached hereto
(collectively, with their respective Affiliates, " GAMCO ") (each of the
Company and GAMCO, a " Party " to this Agreement, and collectively, the "
Parties ").

WHEREAS, the Company and GAMCO have engaged in certain discussions
concerning the Company; and

WHEREAS, the Company and GAMCO desire to enter into an agreement regarding
the nomination of certain directors to the Board of Directors of the
Company (the " Board ") and certain other matters, in each case, on the
terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of and reliance upon the mutual covenants
and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the Parties agree as follows:

1.Board Nomination and Other Company Matters.

(a)GAMCO hereby irrevocably withdraws its nominees submitted to the Company
on November 13, 2018 and any and all related materials and notices
submitted to the Company in connection therewith.

(b)The Company agrees (subject to compliance by GAMCO and each GAMCO
Nominee (as defined below) with Section 1(c) of this Agreement) that:

(1)prior to the mailing of the Company"s definitive proxy statement for the
2019 Annual Meeting of Shareholders of the Company (the " 2019 Annual
Meeting "), the Board shall take all necessary action to nominate Arthur
Anton and Matthew Goldfarb (together, the " GAMCO Nominees ") (the date of
such mailing, the " Board Nomination Date "), in each case with a term
expiring at the Company"s following annual meeting or until his successor
is elected and qualified; and

(2)during the Standstill Period (as defined below), the Company shall use
its reasonable best efforts to cause each GAMCO Nominee to be elected
(including recommending that the shareholders of the Company vote in favor
of the election of the GAMCO Nominees, including the GAMCO Nominees in the
Company"s proxy statement and proxy card for such annual meeting and
otherwise supporting the GAMCO Nominees for election in a manner no less
rigorous and favorable than the manner in which the Company supports its
other nominees in the aggregate).

(c)GAMCO acknowledges that all members of the Board, including the GAMCO
Nominees, are required, and have acknowledged their intent, to comply with
all policies, procedures, processes, codes, rules, standards and guidelines
applicable to Board members, including the Company"s code of business
conduct and ethics, securities trading policies, director confidentiality
policies, and corporate governance guidelines, and preserve the
confidentiality of Company business and information, including discussions
of matters considered in meetings of the Board or any committee of the
Board. GAMCO further acknowledges that as a condition to appointment to the
Board and nomination for election as a director of the Company (including
such nomination contemplated by this Agreement), the GAMCO Nominees must
provide to the Company the information required to be or customarily
disclosed for directors, candidates for directors, and their affiliates and
representatives in a proxy statement or other filings under applicable law
or New York Stock Exchange (" NYSE ") rules or listing standards,
information in connection with assembling eligibility, independence and
other criteria applicable to directors or satisfying compliance and legal
obligations (including all such obligations contained in the Amended and
Restated Code of Regulations of the Company), and such other information as
reasonably requested by the Company from time to time. GAMCO shall provide
the Company with such information concerning GAMCO as is required to be
disclosed under applicable law or NYSE regulations.

2.Resignation, Removal, and Replacement of Directors. If, after election to
the Board, any GAMCO Nominee is thereafter unable to serve as a director of
the Company (other than as a result of the resignation or removal from the
Board), then GAMCO shall be entitled to select a new designee to serve as a
director, which designee (1) must qualify as an independent director of the
Company pursuant to applicable requirements of the NYSE and the Securities
and Exchange Commission (" SEC ") and (2) shall be chosen by GAMCO subject
to a determination by the


Board that such designee is eligible to serve as a director under
applicable law, such determination to be made promptly, reasonably, and in
good faith on a basis reasonably consistent with the Company"s evaluation
of all other directors, and the Board shall promptly appoint such designee
to the Board (and to the committees of the Board on which the GAMCO Nominee
being replaced served, provided that such designee meets the applicable
independence standards and applicable legal requirements for eligibility to
serve on such committee, as contemplated in this Agreement) to serve until
the next annual meeting of shareholders of the Company after such
appointment. Any such designee shall be deemed a GAMCO Nominee for all
purposes under this Agreement and GAMCO agrees to cause any designee
appointed pursuant to this Section 2 to comply with all obligations of
GAMCO and GAMCO Nominees under this Agreement.

3.Standstill. GAMCO agrees that, from the date of this Agreement until the
completion of the 2020 Annual Meeting of Shareholders of the Company (the "
Standstill Period "), neither it nor any of its Affiliates or Associates
shall, and it shall cause each of its Affiliates and Associates not to,
directly or indirectly, in any manner:

(a)make, engage in or in any way participate in any solicitation of proxies
or consents or become a "participant" in a "solicitation" as such terms are
defined in Regulation 14A under the Exchange Act of proxies or consents
(including any solicitation of consents that seeks to call a special
meeting of shareholders or take action by written consent in lieu of a
meeting, regardless of whether or not permitted to do so under the
Company"s organizational documents or applicable law), in each case, with
respect to securities of the Company;

(b)seek or encourage any person to submit nominations in furtherance of a
"contested solicitation" for the election of directors with respect to the
Company or seek, encourage or take any other action with respect to the
election or removal of any directors (including pursuing or encouraging any
"withhold" or similar campaign), or otherwise seek to advise, influence or
control the governance, policies, business or affairs of the Company;

(c)seek, alone or in concert with others, representation on the Board,
other than as contemplated in this Agreement, including through submitting
any director nominations or participating in any "stockholder access" or
"proxy access" regime that may become applicable to the Company;

(d)seek to advise, encourage, support or influence any person with respect
to the voting, giving, or withholding of any proxy, consent, or other
authority with respect to the securities of the Company (except such
advice, encouragement, support or influence that is consistent with the
Company"s recommendations on such matters) or the acquisition or
disposition of any such securities; provided, however, that nothing in this
Section 3(d) shall prevent GAMCO from providing a proxy to any GAMCO
client who requests authority to vote their proxy themselves;

(e)(1) make any proposal (binding or non-binding) for consideration by
shareholders at any annual or special meeting of shareholders of the
Company or participate in any proposal made by any third party, (2) conduct
a referendum of shareholders, (3) make a request for any shareholder list
materials or any books and records of the Company or any of the Company"s
Affiliates or Associates whether pursuant to Section 1701.37 of the Ohio
Revised Code or otherwise, (4) make any offer, recommendation, plan,
purpose or proposal (with or without conditions) with respect to any share
repurchase, dividend, self-tender or other change in capitalization,
merger, acquisition, recapitalization, restructuring, disposition or other
business combination or extraordinary transaction or any change in the
management, business or corporate structure in the case of any of the
foregoing involving the Company or any of the Company"s Affiliates or
Associates, or any subsidiary, business or division of the foregoing, or
encourage, initiate or support any other third party in any such related
activity; provided, however, in the event the Company were to undertake a
Dutch auction for Common Stock, nothing in this Agreement would prevent
GAMCO from participating;

(f)(1) seek to have the Company or any of its Affiliates or Associates
waive or make amendments or modifications to its respective charter, code
of regulations or other applicable governing documents, or other actions
that may impede or facilitate the acquisition of control of the Company, or
such Company Affiliate or Associate, by any person, (2) seek to cause a
class of securities of the Company or any of its Affiliates or Associates
to be delisted from, or to cease to be authorized to be quoted on, any
securities exchange, or (3) seek to cause a class of equity securities of
the Company or any of its Affiliates or Associates to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange
Act;


(g)form, join or in any way participate in any partnership, limited
partnership, syndicate or other group, including any "group" within the
meaning of Section 13(d) of the Exchange Act, with respect to the Common
Stock; provided, however, to the extent GAMCO and its Affiliates would be
considered a "group" within the meaning of Section 13(d) this Section 3(g)
shall not apply;

(h)institute, solicit, assist or join, as a party, any litigation,
arbitration or other proceeding against or involving the Company or any of
its current or former directors or officers (including derivative actions)
based on facts, events, circumstances that are known to GAMCO as of the
date hereof, other than to enforce the provisions of this Agreement;

(i)grant any proxy, consent or other authority to vote with respect to any
matters (other than to the named proxies included in the Company"s proxy
card for any annual meeting or special meeting of shareholders) or deposit
any Common Stock in any voting trust or subject any Common Stock to any
arrangement or agreement with respect to the voting of any Common Stock,
other than any such voting trust, arrangement or agreement solely among
Affiliates of GAMCO that is otherwise in accordance with this Agreement or
for any GAMCO client who requests authority to vote their proxy themselves;

(j)enter into any discussions, negotiations, arrangements or understandings
with any third party with respect to the matters set forth in this Section
3 ; or

(k)make any request or submit any proposal to amend or waive the terms of
this Agreement (other than such confidential requests or proposals to the
Board that would not reasonably be likely to require disclosure under
applicable law or NYSE regulations).

4.Non-Disparagement.

(a)GAMCO agrees that for the duration of the Standstill Period, neither it
nor any of its Affiliates or Associates shall, and it shall cause its
Affiliates and Associates under its control not to, engage in any conduct
or solicit, make or cause to be made, any statement or opinion or
communication of any information (whether oral or written) that is
calculated to or reasonably could be expected to have the effect of
accusing or implying that the Company, or any of its representatives acting
on its behalf, or the Company"s affiliates and associates under its
control, engaged in any wrongful, unlawful or legally improper conduct
prior to the date of this Agreement and known to GAMCO, including: (1) in
any document or report filed with or furnished to the SEC or any other
governmental agency, (2) in any press release or other publicly available
format, or (3) to any journalist or member of the media (including in a
television, radio, newspaper or magazine interview), or otherwise; except,
in each case, with respect to any claim (A) relating to the performance of
obligations under this Agreement or for breach of or to enforce this
Agreement, (B) compelled testimony or production, either by legal process,
subpoena or otherwise, (C) response to any request for information from any
governmental authority having jurisdiction over a party, so long as no
action of such party, or any representative acting on its behalf, invited
or suggested such request, or (D) that cannot be waived by law.
(b)The above section shall not pertain to any Gabelli investment analyst
who has an any independent obligation to report on the Company and is
subject to the Financial Industry Regulatory Authority research reporting
rules and obligations set forth by the Certified Financial Analyst Code.
5.Voting Commitment. During the Standstill Period, GAMCO shall cause all
shares of Common Stock beneficially owned, directly or indirectly, by it,
or by any of its Affiliates or Associates over which it exercises or has
voting authority, to be present for quorum purposes and to be voted as
recommended by the Board on any matter to be voted on at any meetings of
shareholders or at any adjournments or postponements thereof during the
Standstill Period, including with respect to the election of directors.

6.Public Announcement and SEC Filing. GAMCO and the Company shall announce
this Agreement and the material terms hereof by means of a mutually agreedto
joint press release, but no later than 9:00 AM Eastern Time, on February
28, 2019.

7.Representations and Warranties of the Company. The Company represents and
warrants to GAMCO that this Agreement has been duly authorized, executed
and delivered by the Company, and is a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms.

8.Representations and Warranties of GAMCO. GAMCO represents and warrants to
the Company that this Agreement has been duly authorized, executed and
delivered by GAMCO, is a valid and binding obligation of GAMCO, enforceable
against GAMCO in accordance with its terms, and that Schedule I , attached
hereto, sets forth a true and complete list of all Affiliates and
Associates of GAMCO. GAMCO further represents and warrants that, as of


the date of this Agreement, GAMCO beneficially owns the number of shares of
Common Stock set forth on the Schedule 13D/A GAMCO filed with the SEC on
December 18, 2018, subject to ordinary trading activity that would not
require an amendment thereto, and, except for such shares, does not
currently have, and does not currently have any right to acquire, any
interest in any other securities of the Company (or any rights, options or
other securities convertible into or exercisable or exchangeable (whether
or not convertible, exercisable or exchangeable immediately or only after
the passage of time or the occurrence of a specified event) for such
securities or any obligations measured by the price or value of any
securities of the Company or any of its Affiliates, including any swaps or
other derivative arrangements designed to produce economic benefits and
risks that correspond to the ownership of the Common Stock, whether or not
any of the foregoing would give rise to beneficial ownership, and whether
or not to be settled by delivery of Common Stock, payment of cash or by
other consideration, and without regard to any short position under any
such contract or arrangement).

9.Compensation. Each of the GAMCO Nominees shall be compensated for their
service as a director and shall be reimbursed for his expenses on the same
basis as all other non-employee directors of the Company and shall be
eligible to be granted equity-based compensation on the same basis as all
other non-employee directors of the Company.

10.Indemnification and Insurance. Each of the GAMCO Nominees shall be
entitled to the same rights of indemnification and directors" and officers"
liability insurance coverage as the other non-employee directors of the
Company as such rights may exist from time to time.

11.Expenses. All attorneys" fees, costs and expenses incurred in connection
with this Agreement and all matters related hereto shall be paid by the
Party incurring such fees, costs or expenses.

12.Termination.

(a)This Agreement is effective as of the date hereof and shall remain in
full force and effect until the date that is earliest of: (1) the
expiration of the Standstill Period, (2) the date that is ten days
following the date that GAMCO materially breaches its obligations, provided
that such breach has not been cured prior to the expiration of the ten-day
period, or (3) such other date established by mutual written agreement of
the Company and GAMCO.

(b)The provisions of Section 1(c), Section 11, Section 12 and Section 14
shall survive the termination of this Agreement. No termination pursuant to
Section 12(a) shall relieve any Party from liability for any breach of
this Agreement prior to such termination.

13.Definitions. For purposes of this Agreement:

(a)the terms "Affiliate" and "Associate" shall have the respective meanings
set forth in Rule 12b-2 promulgated by the SEC under the Securities
Exchange Act of 1934, as amended (the " Exchange Act ");

(b)the terms "beneficial owner" and "beneficially own" shall have the same
meanings as set forth in Rule 13d-3 promulgated by the SEC under the
Exchange Act except that a person shall also be deemed to be the beneficial
owner of all Shares which such person has the right to acquire (whether
such right is exercisable immediately or only after the passage of time)
pursuant to the exercise of any rights in connection with any securities or
any agreement, arrangement or understanding (whether or not in writing),
regardless of when such rights may be exercised and whether they are
conditional, and all Shares which such person or any of such person"s
Affiliates or Associates has or shares the right to vote or dispose;

(c)the term "including" shall mean including, without limitation; and

(d)the terms "person" or "persons" shall mean any individual, corporation
(including not-for-profit), general or limited partnership, limited
liability or unlimited liability company, joint venture, estate, trust,
association, organization or other entity of any kind or nature

14.Miscellaneous.

(a)Notices. All notices, consents, requests, instructions, approvals and
other communications provided for herein and all legal process in regard
hereto shall be in writing and shall be deemed validly given, made


or served, if (1) given by telecopy and email, when such telecopy is
transmitted to the telecopy number set forth below and sent to the email
address set forth below and the appropriate confirmation is received or (2)
if given by any other means, when actually received during normal business
hours at the address specified in this Section:



































if to the Company:Diebold Nixdorf, Incorporated



5995 Mayfair Road



P.O. Box 3077



North Canton, Ohio 44720



Attention: Chief Legal Officer



Facsimile: (330) 490-4450



Email: jonathan.leiken@dieboldnixdorf.com
with a copy (which shallJones Day
not constitute notice)
to:901 Lakeside Avenue



Cleveland, Ohio 44114



Attention: James P. Dougherty



Benjamin L. Stulberg



Facsimile: (216) 579-0212



Email: jpdougherty@jonesday.com



blstulberg@jonesday.com
if to GAMCO:GAMCO Asset Management Inc.



One Corporate Center



Rye, New York 10580



Attention: David Goldman



Facsimile: (914) 921-5384



Email: DGoldman@gabelli.com








(b)Specific Performance; Remedies. Each Party acknowledges and agrees, on
behalf of itself and its Affiliates, that irreparable harm would occur in
the event any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. Therefore,
the Parties shall be entitled to seek an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically the terms
and provisions of this Agreement, in addition to any other remedy to which
they are entitled at law or in equity. Furthermore, each of the Parties (1)
irrevocably waives the right to trial by jury and (2) agrees to waive any
bonding requirement under any applicable law, in the case any other party
seeks to enforce the terms by way of equitable relief. THIS AGREEMENT SHALL
BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT,
BY THE LAWS OF THE STATE OF OHIO WITHOUT GIVING EFFECT TO THE CHOICE OF LAW
PRINCIPLES OF SUCH STATE.

(c)Jurisdiction. The Parties irrevocably agree that any legal action or
proceeding with respect to this Agreement and the rights and obligations
arising hereunder, or for recognition and enforcement of any judgment in
respect of this Agreement and the rights and obligations arising hereunder
brought by the other Party or its successors or assigns, shall be brought
and determined exclusively in the courts of the State of Ohio (or, if any
such court declines to accept jurisdiction over a particular matter, any
state or federal court within the State of Ohio) and any appellate court
therefrom. Each of the Parties hereby irrevocably submits with regard to
any such action or proceeding for itself and in respect of its property,
generally and unconditionally, to the personal jurisdiction of the
aforesaid courts and agrees that it will not bring any action relating to
this Agreement in any court other than the aforesaid courts. Each of the
Parties hereby irrevocably waives, and agrees not to assert in any action
or proceeding with respect to this Agreement, (1) any claim that it is not
personally subject to the jurisdiction of the above-named courts for any
reason, (2) any claim that it or its property is exempt or immune from
jurisdiction of any such court or from any legal process commenced in such
courts (whether through service of notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution of judgment or
otherwise), and (3) to the fullest extent permitted by applicable legal
requirements, any claim that (A) the suit, action or proceeding in such
court is brought in an inconvenient forum, (B) the venue of such suit,
action or proceeding is improper, or (C) this Agreement, or the subject
matter hereof, may not be enforced in or by such courts.

(d)Severability. If at any time subsequent to the date hereof, any
provision of this Agreement shall be held by any court of competent
jurisdiction to be illegal, void or unenforceable, such provision shall be
of no


force and effect, but the illegality or unenforceability of such provision
shall have no effect upon the legality or enforceability of any other
provision of this Agreement.

(e)Counterparts. This Agreement may be executed in two or more counterparts
which together shall constitute a single agreement.

(f)No Third Party Beneficiaries. This Agreement is solely for the benefit
of the Parties and is not enforceable by any other persons.

(g)No Waiver. No failure or delay by either Party in exercising any right
or remedy hereunder shall operate as a waiver thereof, nor shall any single
or partial waiver thereof preclude any other or further exercise thereof or
the exercise of any other right or remedy hereunder.

(h)Entire Understanding. This Agreement contains the entire understanding
of the Parties with respect to the subject matter hereof and may be amended
only by an agreement in writing executed by the Parties.

(i)Interpretation and Construction. Each of the Parties acknowledges that
it has been represented by counsel of its choice throughout all
negotiations that have preceded the execution of this Agreement, and that
it has executed the same with the advice of said counsel. Each Party and
its counsel cooperated and participated in the drafting and preparation of
this Agreement and the documents referred to herein, and any and all drafts
relating thereto exchanged among the Parties shall be deemed the work
product of all of the Parties and may not be construed against any Party by
reason of its drafting or preparation. Accordingly, any rule of law or any
legal decision that would require interpretation of any ambiguities in this
Agreement against any Party that drafted or prepared it is of no
application and is hereby expressly waived by each of the Parties, and any
controversy over interpretations of this Agreement shall be decided without
regard to events of drafting or preparation.

[Signature Pages Follow]


IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the duly authorized signatories of the Parties as of the date hereof.

COMPANY

Diebold Nixdorf, Incorporated

By: /s/ Jonathan B. Leiken

Name: Jonathan Leiken

Title: Senior Vice President, Chief

Legal Officer and Corporate

Secretary

GAMCO

GGCP, INC.

By: /s/ Francis Conroy

Name: Francis Conroy

Title: Secretary

GAMCO ASSET MANAGMENT, INC.

GABELLI FUNDS, LLC

TETON ADVISORS, INC

By: /s/ David Goldman

Name: David Golman

Title: General Counsel

GAMCO INVESTORS, INC.

By: /s/ David Goldman

Name: David Goldman

Title: Assistant Secretary

ASSOCIATED CAPITAL GROUP, INC.

GABELLI & COMPANY INVESTMENT ADVISERS, INC.

By: /s/ Francis Conroy

Name: Francis Conroy

Title: Interim Chief Financial Officer


SCHEDULE I

LIST OF ALL AFFILIATES AND ASSOCIATES OF GAMCO









1.Mario J. Gabelli
















2.GGCP, Inc.
















3.GGCP Holdings LLC
















4.GAMCO Investors, Inc.
















5.Associated Capital Group, Inc.
















6.Gabelli Funds, LLC
















7.GAMCO Asset Management Inc.
















8.Teton Advisors, Inc.
















9.Gabelli & Company Investment Advisers, Inc.
















10.G.research, LLC
















11.MJG Associates, Inc.
















12.Gabelli Foundation, Inc.






















25.02.2019 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de













Language: English
Company: Diebold Nixdorf, Incorporated

5995 Mayfair Road

44720 North Canton, OH

United States
Internet: www.dieboldnixdorf.com





 
End of News DGAP News Service





780949  25.02.2019 



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