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.