WIRECARD AG: Independent Special Audit Required

The price of the WIR­E­CARD share is still un­der pres­sure and so far the com­pany has not been able to dis­pel the al­leg­a­tions bey­ond a reas­on­able doubt… Only an in­de­pend­ent spe­cial audit on be­half of the af­fected share­hold­ers can cre­ate the ur­gently re­quired trans­par­ency that WIR­E­CARD AG needs to im­prove its tar­nished im­age in the long term and to re­gain lost trust.

As a law firm, Schirp & Part­ner already rep­res­ents a large num­ber of Ger­man and for­eign WIR­E­CARD share­hold­ers. Our cli­ents have suffered losses with their WIR­E­CARD shares. We want to ob­tain clar­ity for our cli­ents, but also for all other share­hold­ers, about what is hap­pen­ing in the com­pany and what fur­ther de­vel­op­ments are imminent.

What are the Advantages of this Special Audit?

Every share­holder has a le­git­im­ate in­terest in know­ing how WIR­E­CARD is do­ing. If the spe­cial audit goes without any ma­jor ob­jec­tions, it is to be ex­pec­ted that the share price will again de­velop pos­it­ively. If, on the other hand, the spe­cial audit leads to ob­jec­tions, the Board of Man­age­ment will have the op­por­tun­ity to elim­in­ate the causes of these ob­jec­tions. This should also be good for the com­pany in the long term. One way or an­other: if the spe­cial audit has provided clar­ity, then the ru­mours which have made the price of the WIR­E­CARD share so ex­traordin­ar­ily volat­ile in the past will fi­nally be over.

Why not wait for the ongoing Audit by KPMG?

The on­go­ing in­vest­ig­a­tion con­duc­ted by KPMG was com­mis­sioned by the Su­per­vis­ory Board. It is not an in­de­pend­ent spe­cial audit in the sense of §§ 142 et seq. AktG (Ger­man Stock Cor­por­a­tion Act). In par­tic­u­lar, KPMG will not is­sue a writ­ten re­port that will be made avail­able to all share­hold­ers. KPMG will only re­port to the Su­per­vis­ory Board and, if ap­plic­able, the Man­age­ment Board. The lat­ter in turn will de­cide what in­form­a­tion they will and will not dis­close to shareholders.

In our opin­ion, such lim­ited in­form­a­tion is not suf­fi­cient, at least not in view of the massive cri­ti­cism lev­elled against WIR­E­CARD by the Fin­an­cial Times and other re­spec­ted me­dia. We there­fore want to en­force a com­pletely in­de­pend­ent spe­cial audit, in­clud­ing a writ­ten fi­nal re­port to the share­hold­ers, as provided for in the Ger­man Stock Cor­por­a­tion Act.

What role does the change in the Supervisory Board of WIRECARD play?

The change in the Su­per­vis­ory Board at this point in time is sur­pris­ing, es­pe­cially in view of the on­go­ing audit as­sign­ment to KPMG. We are un­able to as­sess whether there is a sub­stant­ive con­nec­tion with our re­quest for an in­de­pend­ent spe­cial audit.

What Questions do we want to ask the Special Auditor?

We are guided by the ques­tions that have been raised in the cov­er­age of the Fin­an­cial Times and vari­ous other well-​known me­dia. These con­cern WIRECARD’s re­la­tions with vari­ous sub­si­di­ar­ies and as­so­ci­ated com­pan­ies, par­tic­u­larly in Dubai, the Phil­ip­pines, Singa­pore, Ire­land, In­dia and Aus­tralia. We in­tend to re­view how good­will and cus­tomer re­la­tion­ships have been de­term­ined for the bal­ance sheet and have been ac­coun­ted for in WIRECARD’s fin­an­cial statements.

Fur­ther­more, we have ques­tions about vari­ous in­di­vidual products that WIR­E­CARD of­fers, for ex­ample the product “Mer­chant Cash Ad­vance” (MCA).

You will find more de­tails in our ap­plic­a­tion doc­u­ment un­der sec­tion 2.1 (Ap­point­ment of a Spe­cial Aud­itor) and sec­tion 2.3 (Reas­ons).

Which Special Auditor do we propose?

Our pro­posal: Ms. Rose­marie Hel­wig, Caperium Forensic Ser­vices GmbH Wirtschaft­s­prü­fungs­gesell­schaft, Ham­burg. Ms. Hel­wig has 20 years of ex­per­i­ence in two of the “Big Four” audit­ing com­pan­ies and has now been run­ning an audit­ing com­pany un­der her own flag for over 10 years, spe­cial­ising in the in­vest­ig­a­tion of prob­lem­atic in­di­vidual is­sues. She has already suc­cess­fully car­ried out spe­cial audits of lis­ted com­pan­ies, in­clud­ing those in ac­cord­ance with § 142 AktG.

Which Special Representative do we propose?

We pro­pose At­tor­ney Dr. Marc Lieb­scher, LL.M. (Wash­ing­ton D.C.). Dr. Lieb­scher has over 15 years of ex­per­i­ence in the field of bank­ing and cap­ital mar­kets law. He ad­vises and rep­res­ents na­tional and in­ter­na­tional in­vestors both in and out of court, es­pe­cially in ma­jor claims. Dr. Lieb­scher is also in­vited as an ex­pert to be heard in com­mit­tees of the Ger­man Bundestag (Par­lia­ment) on ques­tions of cap­ital mar­ket and fin­ance law in le­gis­lat­ive projects.

If you want to support us: What can you do?

We do not want any money from you. We only ask for your sup­port so that we can reach the re­quired quorum of 5% of the share cap­ital. We need this quorum in or­der to force an Ex­traordin­ary Gen­eral Meet­ing to pass a res­ol­u­tion on the spe­cial audit.

You can help us with the following two measures:

• Please re­turn this signed power of at­tor­ney to us. As already men­tioned, you will not in­cur any costs as a res­ult of our ac­tion to force the share­hold­ers’ meeting.
• Please let us know how many shares you hold and since when. Ex­plan­a­tion: Ac­cord­ing to § 122 AktG you must have held the shares for 90 days when the re­quest is made. An in­formal no­ti­fic­a­tion is suf­fi­cient. We do not ask you to sub­mit a formal de­posit cer­ti­fic­ate with a block­ing no­tice yet. We will only do so when the total num­ber of share­hold­ers we rep­res­ent ex­ceeds 5% of the capital.

We are happy to answer any further questions that have not been addressed here yet:

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