Evidence records

documentedWirecard AG is a German stock corporation (Aktiengesellschaft) registered with the Munich local court (Amtsgericht München) under HRB 169227 since 6 August 2007. According to its 2019 bond prospectus it was incorporated on 6 May 1999 in Berlin, registered at the Charlottenburg local court under HRB 88060 B, and moved its registered seat after a shareholders' resolution of 14 June 2007. ^{1 2 3}

documentedWirecard AG's September 2019 bond prospectus gives the Legal Entity Identifiers of the five subsidiary guarantors: Wirecard Technologies GmbH 529900Z54V2EA48D2Y27, Wirecard Sales International Holding GmbH 529900VH0MQZASU8AR79, Wirecard Payment Solutions Holdings Limited (Dublin) 529900BWETZJRMZMRV03, CardSystems Middle East FZ-LLC 529900QITH4S89RB2V17 and Wirecard Processing FZ-LLC 529900NB6TN7EHS4MA55. ²

documentedWirecard AG's Legal Entity Identifier is 529900A8LX4KL0YUTH71, as stated in its September 2019 bond prospectus. A commercial registry aggregator lists the same identifier, the European unique identifier DED2601V.HRB169227 and the earlier register numbers HRB 88060 B (Charlottenburg, Berlin) and HRB 131672 (Munich). ^{2 4}

documentedWirecard AG's earlier names were InfoGenie Europe AG and Wire Card AG, and its earlier seats were Berlin and Grasbrunn; a subsidiary's register entry confirms that InfoGenie Europe AG (Charlottenburg HRB 88060 B) was renamed Wirecard AG. ^{5 4}

documentedWirecard AG's registered business purpose is the development, operation and marketing of information services, especially through electronic media, and the development and implementation of technical applications, services and projects in payment systems, including the acquisition and granting of licences in the financial services sector. ⁴

documentedRegister entries show Wirecard AG's address at Bretonischer Ring 4, Grasbrunn from 3 March 2009, at Einsteinring 35, Aschheim from 22 July 2011 and at Humboldtstraße 8, Aschheim from 27 June 2022. The registered share capital rose in steps from EUR 111,983,452 (9 March 2012) to EUR 123,565,586 (26 January 2016). ¹

documentedWirecard AG's subscribed capital at 31 December 2011 was EUR 101,803,139, divided into the same number of no-par bearer shares; after a capital increase registered on 9 March 2012 it was EUR 111,983,452. ⁶

documentedWirecard AG's register records that InfoGenie Deutschland GmbH and InfoGenie ComService GmbH (both Berlin) were merged into the company, and that under merger agreements of 29 June 2005 net sales GmbH and InfoGenie Global GmbH (both Grasbrunn) were merged into it as well. ³

documentedA registry aggregator lists six group companies at Wirecard AG's later address, Humboldtstraße 8 in Aschheim: WDB Abwicklungs AG (formerly Wirecard Bank AG, HRB 161178), Wirecard Acquiring & Issuing GmbH, Wirecard Global Sales GmbH, Wirecard Sales International Holding GmbH, Wirecard Service Technologies GmbH and Wirecard Technologies GmbH. ¹

documentedA registry aggregator's network view of the German register lists Click2Pay GmbH, Wirecard Sales International Holding GmbH and Wirecard Technologies GmbH as 100% holdings of Wirecard AG; for a stock corporation the register keeps no shareholder list. ⁷

documentedThe 2019 bond prospectus describes an internal cash-management agreement under which Wirecard AG supplied subsidiaries with funds for their operations and collected their unused surpluses. ²

documentedThe invitation to Wirecard AG's annual general meeting of 26 June 2012, published on 16 May 2012, asked shareholders to approve two control and profit-transfer agreements concluded on 10 May 2012 with Wire Card Beteiligungs GmbH (to be renamed Wirecard Acquiring & Issuing GmbH, HRB 156848) and with Trustpay International GmbH (to be renamed Wirecard Sales International GmbH, HRB 187465). Both were signed for Wirecard AG's management board by Dr. Markus Braun, Burkhard Ley and Jan Marsalek; Braun signed for the management of Wire Card Beteiligungs GmbH and Marsalek for that of Trustpay International GmbH. ⁸

documentedIn its 2018 single-entity accounts Wirecard AG states that, for corporate-law reasons, it issued a letter of comfort covering all liabilities of its subsidiary Wirecard Payment Solutions Holdings Ltd. of Dublin and did not expect to be called upon under it. ⁹

qualification

The amounts of the liabilities are not legible in the retained text layer of the accounts.

documentedThe European Securities and Markets Authority (ESMA) describes Wirecard AG as a fintech company included in the DAX 30 index from September 2018 and notes that allegations of accounting inconsistencies and other irregularities were raised several times during its rapid growth and were systematically rejected by the company. ¹

documentedWirecard AG's 2010 annual report lists its subsidiaries, each held at 100%: Click2Pay GmbH, InfoGenie Ltd. (Windsor, United Kingdom), Wirecard (Gibraltar) Ltd., Trustpay International GmbH (formerly Trustpay International AG), Wirecard Payment Solutions Holdings Ltd., Wirecard UK and Ireland Ltd. (formerly Wirecard Payment Solutions Ltd.) and Herview Ltd. (Dublin), Wirecard Central Eastern Europe GmbH (formerly Qenta paymentsolutions Beratungs und Informations GmbH, Klagenfurt), Wirecard Technologies AG, Wirecard Communication Services GmbH (Leipzig), Wirecard Retail Services GmbH, cardSystems FZ-LLC (Dubai), Wire Card Beteiligungs GmbH, Wirecard Bank AG, E-Credit Plus Pte. Ltd. (later Wirecard Asia Pte. Ltd., Singapore), E-Credit Plus Corp. (Philippines), Credence Collection SDN BHD (Malaysia) and E-Payments Singapore Pte. Ltd. ¹

documentedTo simplify the group, Pro Card Kartensysteme GmbH (Grasbrunn) was merged into Wirecard Retail Services GmbH in 2010, and webcommunication EDV Dienstleistungs und Entwicklungs GmbH (Graz) into Wirecard Central Eastern Europe GmbH; 18 subsidiaries were fully consolidated at 31 December 2010, against 16 a year earlier. ¹

documentedWirecard AG's 2011 annual report again lists subsidiaries held at 100%, now including Procard Services FZ LLC (Dubai), Systems@Work Pte. Ltd. (Singapore), Systems@Work (M) SDN BHD (Kuala Lumpur) and Safe2Pay Pte. Ltd. (Singapore), alongside Trustpay International GmbH, Wire Card Beteiligungs GmbH, Wirecard Technologies AG, cardSystems FZ-LLC, Wirecard Asia Pte. Ltd., E-Credit Plus Corp., Wirecard Malaysia SDN BHD (formerly Credence Collection SDN BHD) and E-Payments Singapore Pte. Ltd.; 22 subsidiaries were fully consolidated at 31 December 2011, against 18 a year earlier. ²

documentedIn 2011 Wire Card Beteiligungs GmbH and Trustpay International GmbH, both based in Aschheim, acted as intermediate holding companies for group subsidiaries without operating business of their own. Together with Wirecard Technologies AG they were exempt from preparing their own consolidated accounts under § 291 of the German Commercial Code because Wirecard AG's group accounts covered them. ²

documentedWirecard's 2011 report describes the subsidiaries' functions: Wirecard Technologies AG and Wirecard (Gibraltar) Ltd. developed and ran the software platform at the centre of the group's products; Click2Pay GmbH ran the CLICK2PAY internet payment system; Wirecard Payment Solutions Holdings Ltd., Wirecard UK and Ireland Ltd. and Herview Ltd. (Dublin) and Wirecard Central Eastern Europe GmbH (Klagenfurt) provided sales and processing services. ²

documentedESMA notes that Wirecard's 2014 consolidated accounts covered 33 companies in which it held all the shares. ³

documentedWirecard AG's shareholdings list at 31 December 2016 shows 100% subsidiaries that no longer appear under these names in the 2018 list, among them Payment Technologies Ltd. (Wilmington, USA), Provus Service Provider S.A. (Bucharest), Trans Infotech (Vietnam) Ltd and Trans Infotech (Laos) Ltd. (the Romanian and Vietnamese companies were renamed Wirecard Romania S.A. and Wirecard (Vietnam) Ltd., as the 2017 list records); 46 subsidiaries were fully consolidated, against 37 a year earlier. ⁴

documentedThe shareholdings list in Wirecard's 2017 annual report records 100% subsidiaries with their earlier names, including Wirecard Singapore Pte. Ltd. (formerly Systems@Work Pte. Ltd.), Wirecard (Vietnam) Ltd. (formerly Trans Infotech (Vietnam) Ltd.), Wirecard Romania S.A. (formerly Provus Service Provider S.A.) and Trans Infotech (Laos) Ltd. ⁵

documentedIn 2017 the group founded Wirecard (Thailand) Co. Ltd. (Bangkok), Wirecard E-Money Philippines Inc. (Manila), and three German companies in Aschheim: Wirecard Issuing Technologies GmbH, Wirecard Service Technologies GmbH and Wirecard Acceptance Technologies GmbH. ⁵

documentedAccording to the shareholdings list in its 2018 annual report, Wirecard AG held directly or indirectly 100% of these companies: Wirecard Sales International Holding GmbH (Aschheim), Wirecard Payment Solutions Holdings Ltd., Wirecard UK and Ireland Ltd. and Herview Ltd. (Dublin), Wirecard Central Eastern Europe GmbH (Graz), Wirecard Asia Holding Pte. Ltd. and Wirecard Singapore Pte. Ltd., Wirecard (Vietnam) Ltd., Wirecard Payment Solutions Malaysia SDN BHD, PT Prima Vista Solusi and PT Aprisma Indonesia (Jakarta), Wirecard Myanmar Ltd., Wirecard (Thailand) Co. Ltd., Wirecard India Private Ltd., American Payment Holding Inc. (Toronto), Hermes I Tickets Pte Ltd (Chennai), GI Philippines Corp, Wirecard Forex India Pte Ltd (formerly Star Global Currency Exchange), Wirecard Romania S.A., Romcard S.A. and Supercard Solutions & Services S.R.L. (Bucharest), Wirecard Global Sales GmbH, Wirecard Poland Sp. z o.o., Wirecard LLC (Moscow) and Wirecard Mexico S.A. de C.V. ⁶

documentedThe continuation of the 2018 list adds further 100% subsidiaries: Wirecard Technologies GmbH, Wirecard Communication Services GmbH (Leipzig), Wirecard Retail Services GmbH, cardSystems Middle East FZ-LLC (Dubai), MyGate Communications Pty Ltd. (Cape Town), Wirecard Acceptance Technologies GmbH, Wirecard Service Technologies GmbH, Wirecard Issuing Technologies GmbH, Wirecard NZ Ltd, Wirecard Australia Pty Ltd, Wirecard Africa Holding Proprietary Ltd., Wirecard South Africa Proprietary Ltd., Wirecard Payment Services (Namibia) (Pty) Ltd, Wirecard Slovakia s.r.o., Click2Pay GmbH, Wirecard (Gibraltar) Ltd., Wirecard Processing FZ LLC (Dubai), Wirecard Acquiring & Issuing GmbH, Wirecard Bank AG, Wirecard Brazil S.A., Wirecard Card Solutions Ltd. (Newcastle), Wirecard E-Money Philippines Inc., Wirecard Luxembourg S.A., Wirecard Ödeme ve Elektronik Para Hizmetleri A.Ş. (Istanbul), Wirecard North America Inc. (Conshohocken), Wirecard Australia A&I Pty Ltd., Wirecard Hong Kong Ltd. and Wirecard Payment Solutions Hong Kong. It holds 60% of GI Technology Pte. Ltd. (Chennai), accounted for by the equity method, and states that 53 subsidiaries were fully consolidated (50 a year earlier). ⁶

documentedWirecard's 2019 bond prospectus records four companies founded in 2018, Wirecard Slovakia s.r.o. (Košice), Wirecard LLC (Moscow), Wirecard Luxembourg S.A. and Wirecard Payment Services (Namibia) (Pty) Ltd (Windhoek), and three founded in 2019: Beijing Wirecard Technology Solutions Co. Ltd., Wirecard U.S. Holdings, Inc. (Wilmington) and WDB US, Inc. (Salt Lake City). ⁷

documentedThe 2019 bond prospectus states that Wirecard AG held directly or indirectly 100% of its subsidiaries except GI Technology Pte. Ltd. (60%). The list includes PT Wirecard Technologies Indonesia (Jakarta), Wirecard Solutions South Africa (Pty) Ltd (Cape Town), Beijing Wirecard Technology Solutions Co. Ltd., Wirecard U.S. Holding, Inc. and WDB US, Inc., and it still includes Wirecard Bank AG, Wirecard Card Solutions Ltd. and Wirecard North America Inc. ⁷

documentedWirecard's half-year report for the first half of 2019 lists 100% subsidiaries at 30 June 2019 except GI Technology Pte. Ltd. (60%, equity method), with 53 subsidiaries fully consolidated; it names PT Wirecard Technologies Indonesia as the former PT Aprisma Indonesia, records the founding of Beijing Wirecard Technology Solutions Co. Ltd. and Wirecard U.S. Holdings, Inc. in the first half of 2019, and the merger of Wirecard South Africa Proprietary Ltd. and MyGate Communications Pty Ltd. into Wirecard Africa Holding Proprietary Ltd. (Cape Town). ⁸

documentedTrustpay International AG was a stock corporation registered in Munich under HRB 167639 on 30 April 2007 with capital of EUR 50,000 and deleted on 24 August 2010; it began as the shelf company Blitz 07-210 AG (Munich) and later moved to Grasbrunn. ⁹

documentedWirecard Sales International Holding GmbH (Munich HRB 187465) came into being on 24 August 2010 as Trustpay International GmbH by conversion of Trustpay International AG (HRB 167639) into a limited liability company; its shareholders renamed it Wirecard Sales International GmbH on 10 May 2012 and Wirecard Sales International Holding GmbH on 18 July 2016. ⁷

documentedAccording to the 2019 bond prospectus, Wirecard AG was the sole shareholder of Wirecard Sales International Holding GmbH, whose share capital of EUR 50,000 consisted of one share; its annual accounts were audited by BakerTilly GmbH & Co. KG Wirtschaftsprüfungsgesellschaft (Hamburg). ⁷

documentedOn 10 May 2012 Wirecard Sales International GmbH concluded a control and profit-transfer agreement with Wirecard AG as the controlling company; its shareholders approved it on 26 June 2012 and the register entry dates from 11 July 2012. A register entry of 10 November 2020 records that the agreement ended by termination on 20 August 2020. ^{10 11}

documentedWirecard Payment Solutions Holdings Limited (Dublin, Companies Registration Office number 409925) was first named Gateway E-Commerce Solutions Holdings Limited, then Gateway Payment Solutions Holdings Limited, and has carried its current name since 21 December 2007. The 2019 bond prospectus describes it as an Irish holding company and a wholly owned subsidiary of Wirecard Sales International Holding GmbH, itself wholly owned by Wirecard AG. ⁷

documentedIreland's Corporate Enforcement Authority states that from 2015 the sole shareholder of Wirecard UK & Ireland Limited was Wirecard Payments Solutions Holdings Limited, a wholly owned subsidiary of Wirecard AG, and that Herview Limited belonged to the same group. The company processed credit and prepaid card transactions and became insolvent as a result of the suspected fraud within the Wirecard AG group, which included a sum of EUR 1.9 billion supposedly held in an escrow account that was later found not to exist. ¹²

documentedA commercial database summarising Irish register data shows Wirecard UK and Ireland Limited (number 409923) and Wirecard Payment Solutions Holdings Limited (number 409925), both incorporated on 25 October 2005 with an address in Dublin 2 and one shareholder each, as companies in liquidation; the holding company's filings include liquidator's statements up to August 2026. ^{13 14}

documentedWirecard Technologies GmbH was formed on 13 August 2012 by conversion of Wirecard Technologies AG (HRB 142427). According to the 2019 bond prospectus that company was set up on 24 August 2000 as a shelf company registered in Potsdam (HRB 14098 P), was renamed "Wirecard AG" on 21 January 2002, took the name Wirecard Technologies AG on 17 December 2004 and has had its seat in Aschheim since 11 April 2011. ⁷

qualification

The 2002 name "Wirecard AG" belonged to this predecessor of Wirecard Technologies GmbH, not to the listed parent company, which was then called InfoGenie Europe AG and later Wire Card AG.

documentedThe 2019 bond prospectus describes Wirecard Technologies GmbH as a subsidiary of Wirecard AG and an intermediate holding company within the group, parent of Wirecard Issuing Technologies GmbH and Wirecard Acceptance Technologies GmbH among others. It names Wirecard AG as its sole shareholder, gives its share capital as EUR 1,101,000 and EY as auditor of its 2017 and 2018 accounts. ⁷

documentedWirecard Technologies GmbH's register shows that, as Wirecard Technologies AG, it concluded a profit-transfer agreement on 19 July 2005 with Wire Card AG (Berlin, HRB 88060) and a control agreement on 7 May 2008 with Wirecard AG (Grasbrunn, HRB 169227). Both were terminated at the end of 2018; a new profit-transfer agreement of 11 December 2018 ended by termination on 20 August 2020. ^{15 11}

documentedAccording to the 2019 bond prospectus, CardSystems Middle East FZ-LLC (Dubai) was an indirect subsidiary of Wirecard AG wholly owned by Wirecard Technologies GmbH. It operated in the group's Asia-Pacific region and cooperated with banks and financial service providers so that it could offer acquiring and issuing services where Wirecard could not use its own licence. ⁷

documentedWirecard Processing FZ LLC (Dubai) was a wholly owned direct subsidiary of Wirecard AG; according to the 2019 bond prospectus its directors were Oliver Bellenhaus and Susanne Steidl. ⁷

documentedRegister entries show Wirecard Issuing Technologies GmbH (HRB 235570, partnership agreement of 24 August 2017, registered 2 September 2017), Wirecard Acceptance Technologies GmbH (HRB 238107, agreement of 6 December 2017, registered 10 January 2018) and Wirecard Service Technologies GmbH (HRB 238150, agreement of 6 December 2017, registered 12 January 2018), each with share capital of EUR 25,000 at Einsteinring 35 in Aschheim, developing payment, risk and cash-management applications. ^{16 17 18}

documentedWirecard Acquiring & Issuing GmbH (Munich HRB 156848, capital EUR 25,000) was registered on 15 April 2005 as the shelf company Blitz 05-059 GmbH. On 2 June 2005 its shareholders renamed it Wire Card Beteiligungs GmbH, moved it to Grasbrunn and gave it the purpose of acquiring and managing holdings; on 10 May 2012 it was renamed Wirecard Acquiring & Issuing GmbH. ¹⁹

documentedWire Card Beteiligungs GmbH, later Wirecard Acquiring & Issuing GmbH, concluded a control and profit-transfer agreement with Wirecard AG as the controlling company on 10 May 2012, approved by its shareholders on 26 June 2012; the agreement ended by termination with effect from 20 August 2020. ^{19 11}

documentedClick2Pay GmbH (Munich HRB 149001) was registered on 1 September 2003 as Matterhorn 291. V V GmbH and later moved as Click2Pay GmbH to Hallbergmoos, Grasbrunn and Aschheim. Its control and profit-transfer agreement of 28 May 2004 with InfoGenie Europe AG, renamed Wirecard AG, ended by termination on 10 September 2020. ^{20 11}

documentedWirecard Global Sales GmbH (HRB 223366) was founded by a partnership agreement of 15 January 2016 as Wirecard Sales Europe GmbH, a holding company for interests in payment-system companies with share capital of EUR 50,000 at Einsteinring 35, Aschheim; a shareholders' resolution of 18 January 2016, registered on 22 July 2016, renamed it Wirecard Global Sales GmbH. ²¹

documentedWirecard Communication Services GmbH (Leipzig HRB 24925, capital EUR 30,400) provides communication and call-centre services. It was founded on 7 May 2003 as United Data GmbH in Berlin and moved its seat from Berlin (Charlottenburg HRB 107756 B) to Leipzig by a shareholders' resolution of 22 January 2009; a register database shows it in liquidation. ^{22 23}

documentedThe first entry for Wirecard AG in the Munich register (6 August 2007) names Dr. Markus Braun, Rüdiger Trautmann and Burkhard Ley as members of the management board (Vorstand) and grants joint power of attorney (Gesamtprokura) to Andrea Görres, Thorsten Holten, Salim Chujfi La Roche, Eric Pudewill and Jan Marsalek. ¹

documentedWirecard's 2010 annual report states that Rüdiger Trautmann stepped down as sales director for personal reasons with effect from 31 January 2010 and that Jan Marsalek was appointed to the management board from 1 February 2010; the register entry of 6 May 2010 records Trautmann's departure, Marsalek's appointment and the end of Marsalek's power of attorney. ^{2 3}

documentedThe management board named in Wirecard's 2010 annual report consisted of Burkhard Ley (chief financial officer), Dr. Markus Braun (chairman and chief technology officer) and Jan Marsalek (sales, from 1 February 2010). ²

documentedWirecard's 2011 annual report gives the board members' start dates as 1 October 2004 for Dr. Markus Braun (chairman, technology), 1 January 2006 for Burkhard Ley (finance) and 1 February 2010 for Jan Marsalek (sales). On 22 December 2011 the supervisory board reappointed all three from 1 January 2012 for three years, and their contracts were extended to 31 December 2014. ⁴

documentedWirecard's annual reports disclose management board pay: fixed annual salaries for 2010 of EUR 500,000 for Markus Braun, EUR 450,000 for Burkhard Ley, EUR 275,000 for Jan Marsalek and EUR 282,500 for the departed Rüdiger Trautmann, and total remuneration for 2011 of EUR 1.02 million for Braun, EUR 922,000 for Ley and EUR 703,000 for Marsalek. In the event of a change of control (30% or more of the votes), each board member was entitled to a bonus tied to the company's value: 0.4% for Braun and Ley and 0.25% for Marsalek. ^{2 4}

documentedAt the end of 2016 Wirecard's management board consisted of Dr. Markus Braun (chairman, technology), Burkhard Ley (finance) and Jan Marsalek (sales); the supervisory board consisted of Wulf Matthias (chairman), Alfons W. Henseler (deputy), Tina Kleingarn, Stefan Klestil and Vuyiswa M'Cwabeni. Matthias was re-elected chairman on 16 June 2016, and Kleingarn and M'Cwabeni, elected when the 2016 shareholders' meeting enlarged the board, first attended its meeting of 8 September 2016. ⁵

documentedWirecard's 2017 annual report names Dr. Markus Braun, Burkhard Ley (finance director until 31 December 2017) and Jan Marsalek as the management board, and Wulf Matthias (chairman), Alfons W. Henseler (deputy), Tina Kleingarn, Stefan Klestil and Vuyiswa M'Cwabeni as the supervisory board; the 2018 report's remuneration table shows all five supervisory board members in office throughout 2017. ^{6 7}

documentedThe register entry of 1 March 2018 records that Burkhard Ley left Wirecard AG's management board and that Susanne Steidl and Alexander von Knoop were appointed; Wirecard's 2019 half-year report gives 1 January 2018 as the start of their board membership. ^{8 9}

documentedAt 31 December 2018 Wirecard's management board consisted of Dr. Markus Braun (chairman and technology), Alexander von Knoop (finance), Jan Marsalek (sales) and Susanne Steidl (products); the supervisory board consisted of Wulf Matthias (chairman), Alfons W. Henseler (deputy), Stefan Klestil, Dr. Anastassia Lauterbach, Vuyiswa M'Cwabeni and Susana Quintana-Plaza. The 2018 report states that the supervisory board extended the appointments of the long-serving chief executive Braun and chief operating officer Marsalek. ⁷

documentedWirecard's half-year report at 30 June 2019 lists Dr. Markus Braun (CEO), Alexander von Knoop (CFO), Jan Marsalek (COO) and Susanne Steidl (CPO) as the management board and Wulf Matthias (chairman), Stefan Klestil (deputy), Thomas Eichelmann, Dr. Anastassia Lauterbach, Vuyiswa M'Cwabeni and Susana Quintana-Plaza as the supervisory board. Alfons W. Henseler left the supervisory board on 18 June 2019, when Eichelmann joined and Klestil became deputy chairman; three supervisory board committees were set up in early 2019. All four management board members signed the report on 6 August 2019. ⁹

documentedWirecard's September 2019 bond prospectus lists, for the supervisory board chairman Wulf Matthias, membership of the board of administration of Deufol SE and the chair of Wirecard Bank AG's supervisory board, and for the deputy chairman Stefan Klestil a partnership at Speedinvest GmbH (Vienna), the post of managing director of Belview Partners GmbH and membership of Wirecard Bank AG's supervisory board. It lists Thomas Eichelmann, Vuyiswa M'Cwabeni, Dr. Anastassia Lauterbach and Susana Quintana-Plaza as the other members. ¹⁰

documentedWirecard's 2011 annual report lists Wulf Matthias as supervisory board chairman and managing director of Bank Sarasin AG in Frankfurt, also sitting on the supervisory boards of Wirecard Bank AG, Wirecard Technologies AG and Deufol AG; Alfons W. Henseler as deputy chairman, an independent consultant also on the boards of Wirecard Bank AG, Wirecard Technologies AG and Diamos AG; and Stefan Klestil as managing director and owner of Belview Partners GmbH. ⁴

documentedWirecard's related-party disclosure for 2018 states that supervisory board members Wulf Matthias, Stefan Klestil and Alfons W. Henseler also sat on the supervisory board of the subsidiary Wirecard Bank AG, for which the group recorded an expense of EUR 0.1 million each. ⁷

documentedInvestor-database profiles state that Wulf Matthias chaired the supervisory board of Wirecard Bank AG and had earlier been a supervisory board member of Wirecard Technologies GmbH; that Henseler sat on the supervisory board of WDB Abwicklungs AG (the former Wirecard Bank AG) and earlier on those of Wirecard Technologies GmbH and Wirecard Sales International Holding GmbH; and that Stefan Klestil sat on the boards of Wirecard AG and Wirecard Bank AG and had earlier been a supervisory board member of Trustpay International AG and Wirecard Technologies GmbH. ^{11 12 13}

documentedThe Bundestag reported that Tina Kleingarn told its third committee of inquiry on 19 November 2020 that she had sat on Wirecard's supervisory board in 2016–2017 and left it in protest against an opaque corporate culture, explaining her departure in a letter to the remaining members. According to her, Markus Braun brought new management board members in without effective involvement of the supervisory board, and the management board resisted effective oversight and withheld information the supervisory board needed. ¹⁴

documentedAn investor database records that Susana Quintana-Plaza's term on Wirecard AG's supervisory board ended on 6 April 2020. ¹⁵

documentedAn investor database lists Dr. Anastassia Lauterbach as a former supervisory board member of Wirecard AG; Wirecard's 2019 prospectus lists her other positions at the time as CEO of Lauterbach Consulting and Venturing GmbH, non-executive director of easyJet plc and of Dun & Bradstreet Corp., and chair of censhare AG. ¹⁰

documentedOn 18 June 2020 Wirecard announced that its supervisory board had suspended Jan Marsalek as a member of the management board with immediate effect, on a revocable basis, until 30 June 2020, and had appointed Dr. James H. Freis, Jr. to the board with immediate effect, earlier than the 1 July 2020 date announced on 8 May 2020, to head a newly created Integrity, Legal and Compliance department. ¹⁶

documentedWirecard announced on 30 June 2020 that Dr. Markus Braun had resigned from the management board by mutual consent with immediate effect on 19 June 2020 and that the supervisory board had terminated his employment contract with immediate effect. ¹⁷

documentedThe register entry of 1 July 2020 records that Dr. Markus Braun and Jan Marsalek left Wirecard AG's management board, that James H. Freis, Jr. (Washington DC) was appointed with sole power of representation, and that Stephan Freiherr von Erffa's power of attorney ended. A registry aggregator shows Wirecard AG as the only German company linked to Freis. ⁸

documentedThe register entry recording the opening of insolvency proceedings over Wirecard AG states that the powers of attorney of Andrea Görres and Thorsten Holten lapsed as a result, and that the power of attorney of Daniel Steinhoff also ended. ⁸

documentedA registry aggregator lists Christian von Hammel-Bonten among the holders of joint power of attorney of Wirecard AG, together with Thorsten Holten, Eric Pudewill, Jan Marsalek, Salim Chujfi La Roche, Andrea Görres, Stephan Freiherr von Erffa and Daniel Steinhoff, without the dates on which the powers ended. ¹⁸

documentedWhen the shelf company Blitz 05-059 GmbH became Wire Card Beteiligungs GmbH in June 2005, its first managing director Nicole Liebera left and Dr. Markus Braun was appointed sole managing director with power of sole representation. ¹⁹

documentedRegister entries for Wirecard Acquiring & Issuing GmbH show that Markus Braun left as managing director on 10 April 2013, when Oliver Bellenhaus, Andrea Görres, Burkhard Ley and Susanne Steidl were appointed; Ley left on 26 January 2018 and Alexander von Knoop was appointed; Bellenhaus and von Knoop left on 20 August 2020, when von Erffa's power of attorney also ended; and on 2 September 2020 Görres and Steidl left and the lawyer Dr. Christoph Schotte became sole managing director, while the powers of attorney of Thorsten Holten and Daniel Steinhoff ended. ¹⁹

documentedThe first register entry for Trustpay International GmbH (25 August 2010), later Wirecard Sales International Holding GmbH, names Jan Marsalek as sole managing director and Stephan Freiherr von Erffa, Andrea Görres and Thorsten Holten as joint authorised signatories. On 25 August 2016 Holten (replacing his power of attorney) and Brigitte Häuser-Axtner were appointed managing directors; on 14 July 2020 Häuser-Axtner and Marsalek left and von Erffa's power of attorney ended. The 2019 bond prospectus lists Marsalek, Holten and Häuser-Axtner as managing directors. ^{20 10}

documentedThe first register entry for Wirecard Sales Europe GmbH, later Wirecard Global Sales GmbH, names Thorsten Holten, Brigitte Häuser-Axtner and Jan Marsalek as managing directors, with joint powers of attorney for Stephan Freiherr von Erffa and Andrea Görres; on 30 June 2020 Häuser-Axtner and Marsalek left and von Erffa's power of attorney ended. ²¹

documentedThe first register entry for Wirecard Technologies GmbH (14 August 2012) names Burkhard Ley, Jan Marsalek and Dr. Markus Braun as managing directors and Michael Brinkmann, Stephan Freiherr von Erffa, Andrea Görres and Thorsten Holten as joint authorised signatories. On 5 December 2012 Ley and Marsalek left and Carlos Häuser, Jörg Möller and von Erffa became managing directors; Susanne Steidl followed on 7 November 2017; Häuser left on 27 January 2018, Braun and von Erffa on 30 June 2020 and Möller on 3 October 2020. The 2019 bond prospectus lists Braun, Möller, von Erffa and Steidl as managing directors. ^{22 10}

documentedClick2Pay GmbH was dissolved by a register entry of 30 October 2019 naming Daniel Heuser and Jan Marsalek as liquidators and Andrea Görres and Thorsten Holten as joint authorised signatories; Marsalek ceased to be a liquidator with an entry of 18 July 2020, and on 2 March 2021 TEAM TREUHAND GmbH (Munich HRB 152237) replaced Heuser as liquidator. ²³

documentedWirecard Communication Services GmbH's first Leipzig register entry (30 March 2009) names Heiner Bauer, Markus Plänitz and Dr. Markus Braun as managing directors. Braun left on 1 March 2010 and Michael Brinkmann took his place; Plänitz left with entry no. 9 of 15 May 2018, when Amra Blume was appointed; Brinkmann left with an entry of 11 August 2020, leaving Blume as managing director. A register database also lists Bettina Funk as a managing director until 6 July 2020. ^{1 24 25 26 27 28}

documentedThe three subsidiaries founded in 2017–2018 had small management teams. Wirecard Acceptance Technologies GmbH started with Stefan Buck, Sreelekha Sankar and Susanne Steidl as managing directors, and Buck left on 25 October 2019; Wirecard Issuing Technologies GmbH started with Sebastian Krahe, Sankar and Steidl, and managing director Arne Matthias left on 25 October 2019; Wirecard Service Technologies GmbH started with Yiannakis Ioannou and Steidl, Tom Schmidt was appointed on 16 May 2019, Ioannou left on 12 September 2019 and Thomas Neeff, also a managing director, left as well. Stephan Freiherr von Erffa, Andrea Görres and Thorsten Holten held joint powers of attorney, and Daniel Steinhoff received one on 25 October 2019. ^{29 30 31}

documentedThe 2019 bond prospectus names Jan Marsalek, Alan White (also company secretary), Helen Margaret Meehan and Markus-Konrad Fuchs as directors of Wirecard Payment Solutions Holdings Limited (Dublin). ¹⁰

documentedThe 2019 bond prospectus names Jan Marsalek and Oliver Bellenhaus as directors of CardSystems Middle East FZ-LLC (Dubai Media City) and Bellenhaus as the general manager who ran its business day to day; Wirecard Processing FZ LLC in Dubai had Bellenhaus and Susanne Steidl as directors and Nabila Nouinou as general manager. ¹⁰

documentedThe UK companies register lists Oliver Bellenhaus (13 February 2012 to 30 June 2020), Burkhard Ley (13 February 2012 to 31 December 2017) and Alexander von Knoop (1 January 2018 to 6 July 2020) as former directors of Wirecard Card Solutions Limited (company 07875693), and Thomas Michael Richard Jennings (since 8 December 2011) and Andrea Farace (since 19 August 2020) as its current directors; the company is in liquidation. ^{32 33 34}

qualification

A registry aggregator gives slightly different dates for the changes of 2018 and 2020, based on publication dates.

documentedRegister publications summarised by an aggregator show Alexander von Knoop at Wirecard Bank AG (now WDB Abwicklungs AG) as an authorised signatory from 10 March 2010, a management board member from an entry of 31 January 2014 and leaving the board with an entry of 9 July 2020; Burkhard Ley left the bank's management board with a publication of 3 January 2018, when Daniel Heuser was appointed. ^{35 36}

documentedA registry aggregator shows Alexander von Knoop on the board of directors of Wirecard Luxembourg S.A. (RCS B229425, registered on 14 November 2018), leaving together with Thomas Jennings in a publication of 28 August 2020. ³⁵

documentedWirecard's 2010 annual report records that MB Beteiligungsgesellschaft mbH held 7.60% of Wirecard AG's shares and that its managing director was Dr. Markus Braun, chairman of Wirecard AG's management board. ¹

documentedShareholders with more than 3% of the votes at 31 December 2011 were MB Beteiligungsgesellschaft mbH (7.60%), Jupiter Asset Management Ltd. (6.26%), Alken Fund Sicav (5.00%), Wasatch Holdings (3.10%), Columbia Wanger AM (3.08%) and Ameriprise Financial (3.04%); the free float was 92.4%. ²

documentedWirecard's annual reports show MB Beteiligungsgesellschaft mbH with 7.0% of the shares at the end of 2016 and 2017. Other holders above 3% at 31 December 2016 included Jupiter Asset Management (6.27%), Alken Luxembourg (5.44%), Citigroup (5.06%) and Artisan Partners (5.01%); at 31 December 2017 they included Jupiter (6.27%), BlackRock (5.12%), Artisan Partners (4.99%), Citigroup (4.93%) and Alken Luxembourg (4.92%). ^{3 4}

documentedAt 31 December 2018 MB Beteiligungsgesellschaft mbH held 7.05% of Wirecard AG and the free float was 92.95%, including BlackRock Inc (6.7%), Jupiter Asset Management Ltd. (5.1%), Citigroup Inc (4.93%) and Artisan Partners Asset Management Inc. (3.0%). The shares were no-par bearer shares (ISIN DE0007472060, WKN 747206), listed since 25 October 2000. ⁵

documentedVoting-rights notifications listed in Wirecard's half-year report at 30 June 2019 show MB Beteiligungsgesellschaft mbH with 7.05%, BlackRock 5.77%, Artisan Partners 5.24%, Jupiter Asset Management 5.00%, Citigroup 4.93% and Goldman Sachs 3.53%. The September 2019 bond prospectus gives the position at 31 August 2019 as MB Beteiligungsgesellschaft mbH, attributed to Markus Braun, 8.04%, BlackRock 5.82%, Artisan 5.24%, Jupiter Fund Management plc 5.00%, Citigroup 4.93% and Goldman Sachs 3.53%. ^{6 7}

documentedWirecard's 2011 annual report says the group's interest-bearing bank liabilities rose by EUR 64.0 million to EUR 86.0 million after being moved in the second quarter of 2011 into a long-term framework loan for completed and potential acquisitions; a further EUR 17.1 million was used as guarantee facilities. ²

documentedWirecard AG reported a firm credit line with a bank consortium of EUR 1,000 million in its 2017 annual report and of EUR 1,905.6 million in its 2018 report; each consortium member could cancel its share and demand repayment on a change of control. The banks are not named in those passages. ^{4 5}

documentedAccording to the 2019 bond prospectus, Wirecard AG was the borrower under a EUR 1,750 million syndicated revolving credit facility dated 15 June 2018, guaranteed by four subsidiaries, with ABN Amro Bank N.V., Commerzbank AG, ING Bank (a branch of ING-DiBa AG) and Landesbank Baden-Württemberg as mandated lead arrangers and Commerzbank as agent. ⁷

documentedWirecard's 2018 annual report states that commercial banks had lent the group EUR 1,466.1 million at 31 December 2018 at interest rates between 0.85% and 3.10%, without naming the banks; Wirecard AG's own bank liabilities rose from EUR 1,075.1 million to EUR 1,455.3 million in 2018, which the company linked to acquisitions of companies and customer portfolios. ⁵

documentedWirecard's unaudited half-year report for 2019 states that interest-bearing liabilities rose by EUR 251.6 million to EUR 1,717.6 million at 30 June 2019, citing acquisitions, digital lending and licences in Asia and the United States, with bank credit commitments of EUR 1,898.3 million in total; long-term interest-bearing liabilities rose by EUR 245.9 million to EUR 1,594.6 million. ⁶

documentedIn September 2019 Wirecard AG issued EUR 500 million of 0.50% notes due 2024 (ISIN DE000A2YNQ58), unconditionally and jointly guaranteed by Wirecard Technologies GmbH, Wirecard Sales International Holding GmbH, Wirecard Payment Solutions Holdings Limited, CardSystems Middle East FZ-LLC and Wirecard Processing FZ-LLC. The bond initially carried a Moody's Baa3 investment-grade rating, withdrawn on 22 June 2020, and was listed on the Luxembourg Stock Exchange's Euro MTF. ^{7 8}

documentedThe cover of the 2019 bond prospectus names Crédit Agricole CIB, ABN AMRO and Credit Suisse as joint global coordinators and Deutsche Bank, ING, Citigroup and Lloyds Bank Corporate Markets Wertpapierhandelsbank as joint bookrunners. ⁷

documentedAfter the 2018 reporting date Wirecard AG signed a binding memorandum of understanding with SoftBank Group Corp. under which a SoftBank group company would invest about EUR 900 million through a convertible bond, together with a strategic partnership in digital payments aimed at Japan and South Korea. The 2019 prospectus records a binding term sheet of 24 April 2019 for five-year convertible bonds 2019/2024 convertible into up to 6,923,076 shares at EUR 130, approved by the shareholders' meeting on 18 June 2019; the bonds are unsecured, unsubordinated and carry 1.90% interest. ^{5 7}

documentedThe convertible bond of EUR 900 million due 2 October 2024 (ISIN DE000A2R76L7) was issued by WD Invest S.à r.l., formerly Luxembourg Investment Company 326 S.à r.l. (RCS B237265; LEI 52990062BWDZT8AJSS21 according to a registry aggregator), and guaranteed by Wirecard AG; a list of deliverable obligations drawn up by a credit-derivatives determinations committee on 18 July 2020 includes both this bond and Wirecard AG's EUR 500 million 0.5% notes. ^{9 10}

documentedLuxembourg register publications summarised by an aggregator show that the shelf company Luxembourg Investment Company 326 S.à r.l. was registered on 23 August 2019 with Intertrust (Luxembourg) S.à r.l. as shareholder and RCS Management (Luxembourg) S.à r.l. as manager, both of which left in September 2019. Thorsten Holten (from 17 September 2019) and Stephan Freiherr von Erffa (17 September 2019 to 1 July 2020) became managers, as did Riccardo Incani and Luigi Maula (30 September 2019 to 3 July 2020). ¹⁰

documentedWirecard reported for 2010 group revenue up 19% to EUR 271.6 million and EBITDA up 21% to EUR 73.3 million, with more than 12,000 merchant customers; through the Singapore subsidiary bought in December 2009 it announced partnerships with Alipay and China UnionPay. ¹

documentedWirecard reported for 2016 group revenue of EUR 1,028.4 million (2015: EUR 771.3 million), EBITDA of EUR 307.4 million, net profit of EUR 266.7 million, equity of EUR 1,475.0 million and total assets of EUR 3,482.1 million. ³

documentedWirecard reported cash and cash equivalents of EUR 2,719.8 million at 31 December 2018 (2017: EUR 1,901.3 million), including short-term customer deposits of Wirecard Bank AG and Wirecard Card Solutions Ltd., and a company-calculated net cash position of EUR 1,646.6 million (2017: EUR 848.6 million) after deducting EUR 1,263.0 million of banking customer deposits. ⁵

documentedWirecard's unaudited half-year report for 2019, approved by the management board on 6 August 2019 and neither audited nor reviewed by an auditor, reported revenue of EUR 1,209.8 million (first half 2018: EUR 885.2 million), EBITDA of EUR 342.1 million, cash and cash equivalents of EUR 3,047.7 million and total assets of EUR 6,697.6 million at 30 June 2019; Asia-Pacific revenue (EUR 609.4 million) exceeded Europe's (EUR 580.3 million) for the first time. ⁶

documentedThe notes to the 2019 half-year report show that the group's cash of EUR 3,047.7 million at 30 June 2019 included EUR 1,559.1 million of banking customer deposits and EUR 346.9 million of Wirecard Bank's acquiring funds; unused bank credit lines amounted to EUR 291.6 million. ⁶

documentedThe 2019 half-year report records financing agreements, including with sales partners, of EUR 132.4 million and banking receivables, mainly from fintech customers, of EUR 107.0 million among other financial assets, and shows legal and reporting costs rising from EUR 6.3 million to EUR 20.9 million and consulting costs from EUR 13.4 million to EUR 20.8 million, which the company attributed to the investigations in Asia. ⁶

documentedThe shareholders' meeting of 18 June 2019 resolved a dividend for 2018 of EUR 24.71 million, EUR 0.20 per share, from profit of EUR 167.83 million on 123,565,586 shares; for 2016 the supervisory board had proposed EUR 0.16 per share. ⁶

documentedWirecard warned in an ad hoc announcement of 18 June 2020 that loans of about EUR 2 billion could be terminated if audited annual and consolidated accounts for 2019 were not presented by 19 June 2020; on 25 June 2020 it stated that without agreement with lenders loans of EUR 800 million could be terminated on 30 June 2020 and EUR 500 million on 1 July 2020. A European Parliament briefing notes that the consortium reportedly included Commerzbank, LBBW and ING. ^{12 8}

documentedA news agency report of 6 July 2020 stated that Wirecard's creditors' committee represented the lending banks through ING and LBBW, bondholders through a law firm appointed by Cyrus Capital and other security holders through a firm called Tilp, and that the company owed creditors about EUR 4 billion. ¹³

documentedAccording to the consolidated balance sheet at 31 December 2015 reproduced in the special investigators' report, Wirecard reported cash and cash equivalents of EUR 1,062.968 million, receivables from the acquiring business of EUR 334.055 million and total assets of EUR 2,935.501 million. ¹⁴

documentedWirecard's 2011 annual report discloses that Wirecard AG had lent money to MB Beteiligungsgesellschaft mbH, whose sole shareholder was management board member Dr. Markus Braun: the loan stood at EUR 235,000 at 31 December 2010, peaked at EUR 241,000 during 2011 and was fully repaid in 2011. ¹

documentedMB Beteiligungsgesellschaft mbH was registered in Munich under HRB 152399 on 11 May 2004 with capital of EUR 25,000; it was later deleted from the Munich register after moving its seat to Limburg an der Lahn, where an aggregator shows it under HRB 6968 with the Legal Entity Identifier 529900W00T44TXFNWF20. A subsidiary's register page lists it at Einsteinring 35 in Aschheim, Wirecard AG's address until 2022. ^{2 3 4}

documentedMB Beteiligungsgesellschaft mbH secured loans with private assets of Markus Braun. By order of 21 February 2024 (9 IN 20/24) the Limburg an der Lahn local court ordered provisional administration of its assets, appointed the lawyer Carsten Koch as provisional insolvency administrator and imposed a general prohibition on disposals. In the suspended suits against it, claimants seek damages on the ground that the company, acting through Braun as its then managing director, unlawfully helped to put his assets beyond the reach of his creditors. A registry aggregator records a liquidation entry of 25 June 2024 and an update of the insolvency proceedings on 8 May 2026. ^{5 4}

qualification

The claim that the company helped shield Braun's assets is the claimants' allegation as summarised by the court.

documentedOn 9 June 2022 the 5th commercial chamber of the Munich I regional court confirmed an attachment order (Arrest) of EUR 140 million against Markus Braun (5 HK O 17659/21). According to the court in January 2023, the main action relating to the attachment (5 HK O 17452/21) was pending, already ran to more than 1,000 pages and was not expected to reach an oral hearing before autumn 2023. ⁶

documentedWirecard's 2017 annual report states that Wirecard UK & Ireland Ltd., Wirecard Brasil S.A., cardSystems Middle East FZ-LLC (Dubai) and many East Asian subsidiaries worked with various banks and financial service providers so that they could offer acquiring and issuing services where Wirecard could not use its own licence, and that the network of these acquiring partners was expanded by the 2017 purchases from Citigroup; the partners are not named. ¹

documentedWirecard's 2018 annual report explains that when another bank, an external acquiring partner, processed transactions, the partner recorded the payment volumes and Wirecard showed as acquiring receivables only its commissions and rolling security reserves. Its risk report states that most receivables arose from acquiring, that Wirecard bore the main opportunities and risks whether transactions ran through the group's licensed acquirers or external acquiring partners, and that Wirecard Bank AG in some cases lent to strategic partners. ²

documentedThe 2018 annual report says that volumes in the Payment Processing & Risk Management segment increasingly ran through a "technical acquiring model" and third-party banks, and that outside the European licensing area acquiring was offered through BIN-sponsorship models with third-party banks, which it does not name. ²

documentedThe special investigators appointed by the Bundestag's third committee of inquiry examined the audits of Wirecard AG's annual and consolidated accounts for 2014 to 2018, with emphasis on 2014–2016, and where necessary the internal IFRS reporting packages of CardSystems Middle East FZ-LLC, Wirecard Technologies GmbH, Wirecard UK & Ireland Ltd. and Wirecard Bank AG, using EY's electronic working papers; their report was delivered on 16 April 2021. ³

documentedThe special investigators describe two business models at Wirecard: an own business covering the whole payment chain with the group's own acquiring bank, Wirecard Bank, and third-party acquiring (TPA), in which the payment process and the acquiring bank's services were outsourced to three partners, Al Alam, PayEasy and Senjo, which used other acquiring banks and alone held contracts with the merchants, while Wirecard kept customer acquisition and support. ³

documentedAccording to EY's working papers as summarised by the special investigators, certain merchant groups (adult content and dating, gambling and gaming, multi-level marketing, pharmacy, health and beauty) were moved to the third-party acquirers because they were no longer to be processed on Wirecard's platform or because Wirecard Bank AG had no acquiring licence for the merchants' countries; from Wirecard's point of view the third-party acquirer acted as an outsourcing provider. ³

documentedThe TPA business rested on reseller agreements which, according to EY's notes, were identical for Al Alam, PayEasy and Senjo: Wirecard earned a commission for referring merchants, payable six to nine months later, and deposited cash collateral with the partners, in Al Alam's case first EUR 10 million and later up to EUR 20 million. Wirecard also indemnified the partners against liability and losses not caused by their own technical errors and had to provide a second security, a rolling 12-month reserve on transaction volumes with long-term risk exposure such as subscriptions. ³

documentedA table of key figures compiled by the special investigators from Wirecard's consolidated accounts and EY's working papers shows TPA revenue rising from EUR 308 million (2014) to EUR 376 million (2015), EUR 541 million (2016), EUR 727 million (2017) and EUR 1,034 million (2018), against group revenue of EUR 2,016 million in 2018; escrow balances included in cash rose from EUR 114 million (2015) to EUR 348 million, EUR 662 million and EUR 976 million (2018), against group cash of EUR 2,720 million in 2018, and merchant cash advance loans of EUR 250 million appear for 2018. ³

documentedThe special investigators calculate that in 2014 the TPA business accounted for half of Wirecard's revenue (EUR 308.5 million of EUR 601.0 million), about two thirds of receivables (EUR 229.5 million) and three quarters of EBITDA (EUR 132.7 million of EUR 172.3 million), and in 2015 for EUR 375.8 million of EUR 771.3 million revenue (48.7%) and EUR 164.0 million or 72.2% of group EBITDA; the sections of the 2015 group management report on the business model never named the TPA business explicitly. ³

documentedAccording to the special investigators, the partners' payments did not refer to invoices and some came from unknown third parties: on 30 December 2014 Ressource Management Systems Pte. (Singapore) paid EUR 23.0 million into an account at Wirecard Bank with the reference "SETTL. INV PEASYGRP 02-14", which EY noted as a payment by an unknown third party without further work; in 2015 Tuscany Capital Advisors Pte. Ltd. paid EUR 10 million for Rising Sun/Senjo, and a further EUR 4.744 million came from "PayEasy Solutions LTD. 5 ECOM". Senjo's management said Tuscany belonged to the Senjo group, but Senjo's 2018 accounts do not list it as a subsidiary. ³

documentedThe special investigators found that Al Alam paid Wirecard in 2015–2017 mainly by cheques without payment references (EUR 39.9 million), drawn on accounts at Wirecard Bank (account 60757 EUR 36.3 million, account 59049 EUR 4.8 million), that on 29 December 2017 EUR 14,267,271 arrived from account 59049, and that a transaction slip for a cheque of EUR 2,997,988.82 dated 9 July 2015 named Wirecard Bank AG itself, not Al Alam, as the issuing client. Al Alam held several accounts at Wirecard Bank in Germany and used German-language cheque forms, which the report counts among signs of the partners' particular closeness to Wirecard. ³

documentedThe special investigators report that in 2018, while the TPA business grew sharply, only one payment arrived from the partners, about EUR 15 million from PayEasy in the first quarter, against receivables from PayEasy including merchant cash advances of about EUR 278 million at 31 December 2018 (EUR 207 million a year earlier); the payment was booked as a lump sum without reference to particular invoices. ³

documentedAt 31 December 2014 receivables from PayEasy Solutions Inc. stood at EUR 62.5 million, about 18% of group receivables; revenue with PayEasy in 2014 was EUR 75.8 million (about 13% of group revenue) and EBITDA EUR 31.4 million (about 14%), according to the special investigators. ³

documentedThe special investigators report that PayEasy's main merchant, Escalion, accounted for EUR 1.238 billion in the fourth quarter of 2018, 90% of PayEasy's volume, and that on 20 February 2019 EY reconciled the volume only on totals together with Oliver Bellenhaus, without checking individual transactions. For the PayEasy merchant Helix Gaming International, Wirecard's payment system showed 23,033 transactions worth EUR 742,583.92 for October 2018, while a controlling export showed 286,921 transactions worth 6,304,544.47; such order-of-magnitude differences also appeared in other months and were not investigated by the auditor. ³

documentedAccording to the special investigators, EY received no audited or other financial statements from the TPA partners for 2015–2017, only unverified summary figures; statements were obtained only for 2018 and only from PayEasy Solutions Inc. and Senjo Group Ltd. ³

documentedDuring the 2014 audit EY's internal forensic specialists ran compliance quick checks on Al Alam Solution Provider FZ-LLC, PayEasy Solutions Inc., Rising Sun Co. Ltd., Hamesh Ltd and Bonatal Trading Industries Ltd. ³

documentedAmong the annexes to the insolvency administrator's TPA report for the Bundestag committee, the special investigators list an e-mail of 2 June 2015 from Jan Marsalek asking that Senjo be supported and remarking that this would not create a competitor. ³

documentedThe special investigators report that Senjo Group bought Kalixa Payments Group Pte. Ltd. as of 1 June 2017 for EUR 29.0 million, of which EUR 25.0 million was a loan from Wirecard Bank approved by the bank in May 2017 and by Wirecard's management and supervisory boards; Senjo was the only TPA partner whose creditworthiness was checked. Wirecard Bank's auditors considered Senjo only partly able to service debt and noticed inconsistent financial information in the 2018 audit, but the group auditor did not take this into account and recorded no signs of financial problems in its TPA monitoring. ³

documentedThe special investigators found that in the 2015 audit documentation and simple reconciliations for the TPA business were provided by senior managers: Oliver Bellenhaus as managing director of CardSystems Middle East FZ-LLC, the head of Wirecard Sales International, Jan Marsalek as chief operating officer and Stephan von Erffa as executive vice president accounting; Marsalek personally joined the auditor's enquiries, and the auditor updated its understanding of the process by interviewing Bellenhaus and the head of Wirecard Sales International. ³

documentedFigures from the financial reporting enforcement panel (FREP) in ESMA's report show trust account balances of EUR 849 million at 30 June 2018 and EUR 1.9 billion at 31 December 2019, which could not be verified and were most likely inaccessible; revenue with questionable TPA partners in the first half of 2018 was about EUR 460 million (51% of EUR 898 million), with gross profit of about EUR 250 million against EBITDA of EUR 245 million. ⁴

documentedESMA notes that Wirecard's 2014 accounts showed acquiring deposits at Wirecard Bank of EUR 240 million as a separate item, whereas the 2015 accounts no longer showed them separately. ⁴

documentedThe 2019 bond prospectus states that CardSystems Middle East FZ-LLC's annual accounts for 2017 and 2018 were not audited and that the company had not appointed its own auditor. ⁵

documentedESMA's chronology records that Wirecard's Dubai TPA partner Al Alam went into liquidation on 15 May 2020; on 18 May 2020 BaFin told the auditor oversight body about the restructuring of Wirecard's Dubai subsidiary and of Al Alam, and from that date BaFin's market-abuse team investigated whether the liquidation of CardSystems Middle East FZ-LLC and Al Alam Solutions FZ LLC was inside information Wirecard should have disclosed; BaFin received documents on Al Alam from a third-country regulator on 22 September 2020, and the investigation was not finished when ESMA reported. ⁴

documentedAfter trust (escrow) accounts were set up in 2015, Citadelle Corporate Services Pte. Ltd. (Singapore) acted as trustee; according to the special investigators the trust agreement gave Wirecard no information rights such as monthly statements, bank balance confirmations or proof that the accounts had been opened, and EY requested balance confirmations from the trustee for 2015–2017. ¹

documentedThere is no trustee confirmation at 31 December 2016 for escrow account 6010 9797 5201, only one at 22 November 2016 showing EUR 84,009,703.83; from the end of 2017 the account was no longer used as a TPA escrow account, and EY's files contain no documents on the transfer of the funds, according to the special investigators. ¹

documentedAccording to the special investigators, EY's 2019 audit file very probably contains a balance confirmation from Banco de Oro (BDO Unibank) of 16 March 2020 and a confirmation and statement from Bank of the Philippine Islands of 17 March 2020 for 31 December 2019, addressed to EY; a management board decision of 20 February 2020 replacing the trustee Citadelle Corporate Services with M. K. Tolentino; EY's letter of 16 June 2020 to supervisory board chairman Thomas Eichelmann about possible irregularities; and EY's refusal of an audit opinion on the 2019 consolidated accounts. ¹

documentedInsolvency administrator Dr. Michael Jaffé sent the Bundestag committee of inquiry a short statement on the existence and possible size of Wirecard AG's third-party acquiring business; its annexes, as listed by the special investigators, include a 2016 Citadelle confirmation with "obviously forged signatures". ¹

documentedESMA, citing KPMG's special investigation report of 27 April 2020, states that KPMG could confirm only payments of EUR 85 million by two TPA partners to accounts of Wirecard Technologies and Cardsystems Middle East at Wirecard Bank, while Wirecard could not produce trustee statements to verify a final balance of about EUR 1 billion; unsecured credit lines of EUR 250 million ran in the opposite direction, and the subsidiaries had undertaken to compensate the TPA partners for losses, secured by withholdings or escrow accounts at the trustee. ²

documentedExtracts of the KPMG report quoted by ESMA state that statements and bank confirmations from the bank managing the trust accounts were not provided to KPMG because "Trustee 1" had ended its relationships with the Wirecard companies and did not answer enquiries. ²

documentedIn an ad hoc announcement of 18 June 2020 Wirecard AG stated that its auditor Ernst & Young had informed it that sufficient audit evidence for cash balances on trust accounts of EUR 1.9 billion, about a quarter of the consolidated balance sheet total, could not be obtained, that there were indications that the trustee or the banks keeping the trust accounts had presented false balance confirmations to deceive the auditor, and that publication of the 2019 accounts was postponed. ⁴

documentedAccording to ESMA's chronology, EY informed Wirecard on 16 June 2020 that the banks said to hold the accounts had stated that Wirecard had presented forged balance confirmations for trust accounts of EUR 1.9 billion in the 2019 audit; the same day EY informed BaFin, which says KPMG's report had until then contained only red flags without a finding of fraud, and BaFin notified the public prosecutor on 18 June 2020. ²

documentedOn 22 June 2020 Wirecard announced that there was a prevailing likelihood that the bank balances on trust accounts of EUR 1.9 billion did not exist; ESMA records that Wirecard said the EUR 1.9 billion supposedly held on escrow accounts in the Philippines did not exist and that the auditors had not completed their opinion by the Transparency Directive deadline, and that the company filed for insolvency a week later. A European Parliament briefing notes that on 3 May 2020 Wirecard had said the KPMG report had not confirmed any of the allegations. ^{3 2}

documentedA European Parliament briefing records that KPMG began an independent special investigation of Wirecard on 31 October 2019 and reported its results on 27 April 2020, and that Wirecard AG applied for insolvency proceedings on 25 June 2020. ³

documentedIn an ad hoc announcement of 28 April 2020 Wirecard AG stated that KPMG's special investigation had found no incriminating evidence for the public allegations of balance sheet manipulation and, for the four areas examined (TPA, merchant cash advance/digital lending, India and Singapore), no findings requiring adjustment of the 2016–2018 accounts. It also said that not all data needed to prove TPA revenue for those years could be obtained because it was held by third parties, that KPMG had identified documentation and organisational weaknesses, and that publication of the annual accounts on 30 April 2020 was cancelled pending coordination with EY. ⁸

documentedESMA's chronology states that the KPMG report published on Wirecard's website on 28 April 2020 found the evidence insufficient to conclude either that the TPA revenue existed and was accurate or that it did not, while Wirecard said in an ad hoc announcement the same day that KPMG had found no evidence of balance-sheet manipulation. ²

documentedThe special investigators' report lists the evidence EY obtained on the TPA business: Wirecard Bank AG statements of the group companies concerned, balance confirmations from the TPA partners, unsigned Excel or PDF lists of transaction volumes, screenshots of test purchases in the partners' payment systems and, after the trust accounts were set up in 2015, trust agreements and balance confirmations from the trustee Citadelle Corporate Services Pte. Ltd. EY also made site visits to Al Alam Solution Provider Inc. in Dubai (2015), PayEasy Solutions Inc. in Manila (2016) and Senjo in Singapore (2017). ¹

documentedRP Richter GmbH Wirtschaftsprüfungsgesellschaft and Ernst & Young GmbH were appointed by the shareholders as joint auditors of Wirecard AG and the group for 2010; they jointly audited the 2010 individual and consolidated accounts and issued an unqualified opinion, and their fees for 2010 were EUR 455,000 (Ernst & Young) and EUR 481,000 (RP Richter). ¹

documentedWirecard's 2018 annual report states that Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft had audited Wirecard jointly with RP Richter GmbH from the 2009 financial year and alone from 2011, and EY's 2018 opinion states that it had served as group auditor without interruption since 2009; it was elected by the shareholders' meeting of 21 June 2018 and engaged by the supervisory board on 25 June 2018. ²

documentedA European Parliament briefing notes that Ernst & Young had itself been tasked with a special investigation into allegations of accounting manipulation at Wirecard, a mandate that enabled it to replace Wirecard's former external auditor in 2010; the briefing tabulates the auditor as RP Richter and Ernst & Young for 2010 and Ernst & Young, with unqualified opinions, for 2011–2018. The briefing also reproduces a company statement that the investor protection association Schutzgemeinschaft der Kapitalanleger e.V. (SdK) had sued in the Munich regional court to challenge the 2008 annual general meeting's discharge of the management and supervisory boards and to have the 2007 annual accounts declared void, citing alleged deficiencies; in autumn 2008 the supervisory board had Ernst & Young prepare an expert opinion, which saw no need for corrections. ³

qualification

The SdK action is described in the company's own words as reproduced in the briefing; its outcome is not in the record.

documentedErnst & Young issued unqualified opinions on Wirecard AG's accounts for 2011, signed in Munich on 16 April 2012, and for 2016, which the supervisory board approved on 5 April 2017; for 2012 the supervisory board proposed it to the shareholders' meeting as auditor again. ^{4 5 6}

documentedThe German Finance Ministry's report to the Bundestag finance committee of July 2020 states that Wirecard AG and the group presented accounts for each financial year from 2009 to 2018 with EY's unqualified audit opinion and that none of the audits led to objections; the 2018 opinion contained a discussion of the Singapore whistleblower allegations. ⁷

documentedEY's opinion on the 2018 consolidated accounts was signed by Martin Dahmen, who had first signed for 2016 and was the responsible auditor from 2018, and by Andreas Budde; EY's fees were EUR 2.3 million for 2018 (EUR 2.1 million for the audit) and EUR 2.2 million for 2017. ²

documentedEY named the valuation of receivables and the recognition of revenue from acquiring partners as a key audit matter for 2018, explaining that the receivables arose from fees and commissions on transactions processed through the partners and from prefinancing of merchant payouts, and that Wirecard was treated as principal under IFRS 15 for most of them, so that revenue was shown gross. EY states that it obtained confirmation letters from the acquiring partners on the receivables and on chargebacks and fines, traced payments received from them and reconciled their settlements with transaction data, and had no objections. ²

documentedEY's 2018 opinion contains an emphasis-of-matter paragraph on the accounting treatment of allegations by a whistleblower in Singapore and of claims for damages against Wirecard AG over allegedly incorrect or late disclosures; EY states that it compared the findings with work by independent third parties and the internal compliance department, interviewed managers, suppliers, customers and lawyers with its own forensic specialists, and had no objections. ²

documentedAccording to FREP information in ESMA's report, Wirecard's auditor set its audit materiality limit at EUR 20 million for 2018 and EUR 28.7 million for 2019. ⁸

documentedThe Federal Court of Justice records that Wirecard's auditor since 2009, which also audited Wirecard Technologies GmbH from 2014 to 2019, issued unqualified opinions on both companies' accounts for 2014–2018 and refused an opinion for 2019; Wirecard Technologies GmbH filed for insolvency on 1 July 2020. ⁹

documentedThe special investigators found that EY had Burkhard Ley (chief financial officer) and Stephan von Erffa (executive vice president accounting) confirm by signature its understanding of Wirecard's role in the TPA business in a "concurrence memorandum" of 3 March 2016. The memorandum was prepared by an EY senior manager and approved the same day by an EY partner, and the working papers contain no contracts between the partners and the merchants or banks that would support the arrangement management described. ¹⁰

documentedAccording to the special investigators, Wirecard had known since March–April 2018 of the whistleblower information that the Financial Times published on 30 January 2019 and engaged Rajah & Tann Singapore LLP, then Fieldfisher LLP, which brought in Control Risks Group Ltd. From February 2019 EY's forensic department joined the 2018 audit; it identified more than 20 issues from the allegations and kept a file "Wirecard AG Project Tiger 2018" of more than 1,100 documents, which the investigators did not analyse in depth for lack of time. ¹⁰

documentedThe significance of the emphasis of matter in the 2018 opinion was not discussed with the supervisory board and management board, according to the special investigators; the board meeting to approve the accounts on 24 April 2019 was interrupted at 6 p.m. because of a new Financial Times article, which the auditor discussed with the supervisory board's lawyers, the supervisory board and CEO Dr. Markus Braun before concluding that it contained no new information changing the opinion. ¹⁰

documentedGermany's auditor oversight body APAS announced on 3 April 2023 that its professional-supervision decision chamber had found on 31 March 2023 that professional duties were breached in the audits of Wirecard AG and Wirecard Bank AG for 2016 to 2018 and imposed sanctions on the audit firm and five auditors; proceedings against seven further auditors ended because they gave up their auditor status. The fines were EUR 23,000 to EUR 300,000 for individuals and EUR 500,000 for the firm, which was also barred for two years from accepting new statutory audits of public-interest entities; the investigation covered 12 auditors and one firm for the 2016–2019 audits and found no breaches for 2019. ¹¹

qualification

The announcement does not name the audit firm; Wirecard's auditor for these years was EY.

documentedESMA reports that when FREP concluded on 20 July 2020 that Wirecard's 2018 accounts were erroneous, it notified the auditor oversight body of a possible breach of professional requirements by the group auditor EY, and on 22 July 2020 sent it KPMG's full report. ⁸

documentedOn 11 December 2025 the Federal Court of Justice (III ZR 438/23) upheld claims of the insolvency administrator of Wirecard AG and Wirecard Technologies GmbH against their audit firm for information about and access to its working files for the audits of 2016 to 2019, for answers on the 2016 consolidated audit and on the "Projekt Ring" special investigation; claims concerning the files for 2014 and 2015 were time-barred. ⁹

documentedIreland's audit supervisor IAASA concluded settlements with the auditors of Wirecard UK and Ireland Limited's financial statements: a severe reprimand and a fine of EUR 19,500 for Tony Kelly and a severe reprimand and a fine of EUR 10,500 for Alison Gray. ¹

documentedAccording to the German Finance Ministry's report of 16 July 2020 to the Bundestag finance committee, Wirecard AG itself provided no banking or payment services and was not supervised by BaFin as a credit, payment or e-money institution, nor classified as a financial holding company; BaFin supervised only Wirecard Bank AG, and the British subsidiary Wirecard Card Solutions Limited was supervised by the UK Financial Conduct Authority. ²

documentedESMA's chronology records that on 1 February 2017 BaFin's banking supervision and the Deutsche Bundesbank concluded that Wirecard was not a financial holding company under EU law, so that supervisors had no powers over the group as a whole; the ECB later agreed. ³

documentedThe Finance Ministry's report states that anti-money-laundering supervision of Wirecard AG was unresolved: the Lower Bavaria district government contacted BaFin on 25 February 2020 and again on 27 May 2020 as the competent authority, Wirecard AG regarded itself as a "financial undertaking" supervised by Bavaria, the Bavarian interior ministry said the classification was still open and its working level favoured denying that status, and in July 2020 the Bavarian interior minister Herrmann said he did not regard the district government as the competent supervisor. ²

documentedBaFin imposed a temporary ban on short selling of Wirecard shares in February 2019, with a positive opinion from ESMA; Wirecard's 2019 bond prospectus presented it as a response to several short-selling attacks. ^{4 5}

documentedOn 15 April 2019 BaFin fined Wirecard AG EUR 1.52 million for breaches of financial reporting obligations under § 115 of the Securities Trading Act, partly for late publication of the 2018 half-year report and of the related notice; Wirecard accepted the fine but contested its publication, which followed a decision of the Hessian administrative court in September 2019. ²

documentedBaFin investigated market participants betting on falls in Wirecard's share price: after the Zatarra report (from 21 March 2016, with a criminal complaint to the Munich prosecutor on 12 May 2016), after a report by the short-seller SIRF (18 February to 24 May 2018) and after Financial Times publications (from 1 February 2019, with a complaint to the prosecutor on 10 April 2019). ESMA records that in February 2019 BaFin filed a complaint against market participants and two journalists on suspicion of market manipulation. ^{2 3}

documentedIn March 2019 Wirecard AG brought a declaratory action in the Munich regional court against the Financial Times and its journalist over the use and misrepresentation of trade secrets; the company's prospectus states that BaFin had filed a complaint over suspected links between the newspaper's reports and short positions and that the Munich prosecutor was investigating Dan McCrum for market manipulation. ⁴

response

The Munich regional court records that the action was interrupted by Wirecard's insolvency in September 2020 and withdrawn on 28 October 2020.

documentedThe Finance Ministry reported that State Secretary Dr. Jörg Kukies met Dr. Markus Braun on 5 November 2019 without minutes being taken; the topics included the suspicion of market manipulation and the KPMG special audit that had begun. ²

documentedESMA found that BaFin sent the Finance Ministry at least 17 reports on Wirecard between 2016 and 2020 (three in 2016 and 14 in 2019–2020) on its market-abuse examinations and on proceedings concerning the issuer's transparency obligations. ³

documentedBaFin filed a criminal complaint against Wirecard with the Munich prosecutor on 2 June 2020 for market manipulation through misleading ad hoc announcements on the interim results of KPMG's special investigation, on the basis of which the prosecutor searched Wirecard's premises on 5 June 2020. On 18 June 2020 BaFin filed a further complaint on suspicion of misrepresentation under § 331 of the Commercial Code and market manipulation through false information in the 2016–2018 annual accounts, and on 20 June 2020 it opened a market-abuse analysis of recent ad hoc announcements. ^{2 3}

documentedOn 3 June 2020 BaFin opened a market-abuse analysis of purchases of Wirecard shares by the then management board chairman Dr. Markus Braun through MB Beteiligungsgesellschaft mbH; on 29 May 2020 it had reported to the Finance Ministry on his share transactions. ESMA records that on 29 April 2020 BaFin opened a market-manipulation examination of Wirecard's statements to investors that KPMG had found nothing material. ^{2 3}

documentedOn 22 June 2020 BaFin required Wirecard Bank AG to report its liquidity daily, appointed a special representative to oversee all significant payments with group companies, placed the bank under special observation and asked foreign supervisors for assistance. ³

documentedESMA records that in 15 years FREP fully examined Wirecard's accounts four times (2005, 2011 and 2014 by sample, 2018 on risk grounds), found an error in the 2005 accounts and in 2008 began an examination of the 2007 accounts on indications of irregularities after public allegations by the head of a German shareholders' association; it was suspended because of an action to annul the 2007 accounts, which the Munich regional court rejected, and ended in June 2012 for lack of public interest, while the examination of the 2011 accounts found no errors in December 2012. ³

documentedFREP selected Wirecard's 2014 annual report by random sampling on 15 December 2014, opened the examination by letter of 15 April 2015 and concluded it on 1 December 2016 without error findings; Wirecard's 2015 accounts were not examined, and from 2015 to 2018 Wirecard was not selected on concrete risk grounds. ESMA rated the 2014 examination only partially compliant with supervisory expectations, citing serious shortcomings, material risks left unaddressed, insufficient professional scepticism and a duration of 19.5 months against an average of eight. ³

documentedBaFin learned of the Zatarra report in February 2016 and on 27 April 2016 asked FREP to include Wirecard in its risk group; on 29 September 2016 a whistleblower told FREP that the acquiring receivables and payables in the 2015 balance sheet were doubtful, which FREP's committee considered evidently unfounded on 6 October 2016. On 1 December 2016 Wirecard gave FREP a one-page interim report by an external party it had engaged, without addressee or signature, attached to a letter from its chief accountant, and FREP closed its examination the same day without error findings. ³

documentedAt a working meeting on 11 October 2016 EY confirmed to FREP that it had looked into the fraud allegations in the Zatarra report and addressed the related allegations in the Financial Times; FREP considered the matter resolved because the 2015 accounts carried a clean opinion, which ESMA criticised as reliance solely on the auditor's work. ³

documentedOn 28 February 2017 FREP's committee decided that a business magazine article about a "EUR 250 million puzzle" did not give sufficiently concrete indications of accounting breaches, although the amount and nature of rolling security reserve receivables of EUR 250 million remained unexplained; in an internal note of 15 March 2017 BaFin concluded that the 2015 annual accounts showed no concrete indications of accounting breaches and that a lack of clarity was not a breach, a view ESMA strongly disagreed with, citing IAS 1. ³

documentedIn 2019 FREP placed Wirecard in an abstract risk pool because of unusual transactions such as mergers, above-average growth, sector risks and weak corporate governance; ESMA notes that these signs, including annual revenue growth of 30% and acquisitions in Asia such as Citi's operations in 11 Asian countries in 2017, had been visible earlier. On 30 October 2019, in agreement with BaFin, FREP extended its examination to the amount and existence of TPA revenue, the classification of escrow accounts as cash and a possible "Indian round-tripping", and decided to await KPMG's results. ³

documentedBaFin required FREP (the DPR) to examine Wirecard's condensed half-year accounts at 30 June 2018 on 15 February 2019, the consolidated accounts at 31 December 2018 on 30 April 2020, the condensed accounts at 30 June 2019 on 24 June 2020 and the consolidated accounts at 31 December 2017 on 25 June 2020. On 30 April 2020 BaFin expressly cited KPMG's report as concrete indications of material accounting breaches concerning TPA revenue, the presentation of the TPA escrow accounts and the reporting of TPA risks in the management report. ^{2 3}

documentedESMA records that in early 2019 BaFin received the preliminary Rajah & Tann report on Wirecard from an anonymous whistleblower but, citing professional secrecy, did not pass it to FREP, which obtained it from Wirecard in mid-2019; BaFin also stated that its market-abuse and financial-reporting teams were unaware of the Financial Times articles of the first half of 2019 on Wirecard's TPA partners, although they had access to the newspaper, and FREP noted that BaFin had not shared information on its market-abuse, anti-money-laundering or Wirecard Bank supervision. ³

documentedDuring the 2019–2020 examination Wirecard did not formally release its auditor from confidentiality, so FREP had no contact with EY throughout, and it also refused to release KPMG; a contract with KPMG requested in mid-December 2019 was supplied by Wirecard at the end of January 2020. ³

documentedOn 17 June 2020 FREP received from BaFin the auditor's report under Article 12 of EU Regulation 537/2014 on possibly incorrect balance confirmations for part of the TPA trust accounts. On 29 June 2020 Wirecard's management board told FREP that the reliability of information supplied earlier, especially on "third-party transactions", was in doubt and that it could not say which remained reliable. ³

documentedFREP found Wirecard's 2018 half-year report erroneous on 9 July 2020 and finalised on 6 July 2020 its findings that the 2018 half-year and annual reports were erroneous, concluding that significant assets, revenue and expenses had not been properly accounted for (breach of § 238(1) of the Commercial Code) and that the half-year report did not give a true picture (IAS 1.15). Wirecard disagreed and refused to take part in the examinations of the 2017 accounts and the first half of 2019; on 20 July 2020 FREP ended its examinations and passed them to BaFin, which took them over at the second level on 24 July 2020. ³

documentedOn 4 August 2020 BaFin for the first time published in the Federal Gazette a notice on examinations of an issuer's financial reporting, covering Wirecard's half-year and annual reports for 2018, the half-year report for 2019 and the annual report for 2017. ³

documentedOn 25 June 2020 the European Commission asked ESMA to analyse the events leading to Wirecard's collapse and the German supervisors' response; ESMA launched a fast-track peer review of BaFin and FREP, set up its committee on 6 August 2020 and approved the mandate on 25 August 2020. ³

documentedESMA's fast-track peer review of BaFin's and FREP's supervision of Wirecard's financial reporting (period 1 January 2015 to 25 August 2020, published on 3 November 2020) found a heightened risk of Finance Ministry influence on BaFin because of the frequency and detail of its reporting, that BaFin had no information on staff shareholdings and that some staff in its market-abuse team had traded Wirecard shares, and that FREP did not select Wirecard's 2015–2017 accounts for examination nor did BaFin request it. ³

documentedOn 26 June 2020 the UK Financial Conduct Authority imposed requirements on Wirecard's British e-money firm: it was not to dispose of assets or funds, not to carry on regulated activities, and to state on its website that it could no longer do so; the FCA cited events in Germany around the parent Wirecard AG, which it did not supervise. After it allowed e-money activity to resume on 29 June 2020, restrictions on where customer funds could be held and on transfers of the firm's own assets remained. ^{6 5}

documentedWirecard reported at the end of June 2020 that the FCA had suspended the activities of Wirecard Card Solutions Limited (Newcastle) after Wirecard AG's insolvency filing and lifted the restrictions early on 30 June 2020, reopening several hundred thousand accounts for payments; the Estonian e-Residency programme reported that the firm issued Holvi Business Mastercard and Payoneer prepaid Mastercard cards, which were frozen and later partly restored. ^{7 8}

documentedThe Monetary Authority of Singapore lists Wirecard Asia Holding Pte. Ltd. (domestic and inbound cross-border money transfers and merchant acquisition) and Wirecard Singapore Pte. Ltd. (account issuance, money transfers and e-money issuance) among entities that previously held a temporary exemption from licensing under the Payment Services Act but no longer do and may not provide these services. ⁹

documentedAccording to the supervisory board's report for 2010, at its meeting in April 2010 the board discussed, besides the 2009 accounts, the allegations made against the Wirecard group, published among other places on the gomoPa website, and the necessary countermeasures; the report does not describe the allegations. ¹⁰

documentedESMA's peer review records that Wirecard published its 2015 financial statements with an unqualified audit opinion on 6 April 2016, the day an FT article again questioned its Indian acquisition, and that on 10 December 2019 Wirecard published a statement explaining how it processed and accounted for payment transactions via routing partners; the review committee considered that exchanges between FREP and Wirecard in October or November 2019 could have prompted more detailed and transparent information in that statement and in later reports. ³

documentedOn 27 October 2015 Wirecard AG signed agreements to acquire the payment business of the Great Indian (GI) Retail Group: 100% of Hermes I Tickets Pte. Ltd., GI Philippines Corp. and Star Global Currency Exchange Pte. Ltd. and 60% of GI Technology Private Limited, for EUR 230 million in cash plus up to EUR 110 million depending on 2015–2017 results. Wirecard consolidated the three wholly owned companies from 30 December 2015 because a trust arrangement (Treuhandvereinbarung) already gave it control and economic ownership, with closing in early 2016; GI Technology was acquired at 60% from 1 March 2016. ¹

documentedWirecard's 2018 annual report records that former minority shareholders of the Indian subsidiary Hermes, acquired in 2015, were suing their former co-shareholders and Wirecard AG in the United Kingdom, claiming they had received too little for their shares, and that in March 2019 an Indian company also sued, among others, Wirecard AG; a class action by holders of unsponsored American depositary receipts was pending in California over price falls after the investigations in Asia. ³

documentedAt a meeting with the supervisory and management boards on 8 September 2016, Burkhard Ley (CFO) agreed to disclose his personal financial circumstances, but on 12 September 2016 he told the auditor he was not prepared to do so or to be interviewed, which EY treated as an indicator of possible management involvement. The same day the management board instructed EY's forensic service to carry out "Projekt Ring": a sample-based check of revenue, a review of at least one employee's e-mails and an optional review of personal finances for conflicts of interest; the working papers show no notable investigative work until February 2017. ⁴

documentedOn 2 February 2017 EY proposed a simplified alternative procedure for Projekt Ring because Wirecard had failed since September 2016 to provide a reliable transaction database, and Jan Marsalek and Burkhard Ley agreed. In an e-mail to Ley of 16 March 2017 EY recorded that revenue booked in 2015 and 2016 (Projekt Ring, Indian Hermes) was not adequately evidenced as to amount, substance and timing, that the amounts significantly affected the 2015 and 2016 earn-outs, and for the first time raised a possible qualification of the opinion. ⁴

documentedOn 29 March 2017 EY informed the management board (Dr. Markus Braun, Burkhard Ley and Jan Marsalek) and supervisory board chairman Wulf Matthias orally and in writing that it would qualify its opinions on the 2016 accounts unless it received evidence on more than 20 open questions, mainly concerning the whistleblower's fraud allegations; at a meeting on 30 March 2017 headed "Ring Meeting", Ley told EY that additional questions were not feasible at present. Around 30 March 2017 the memos and e-mails by which the auditor confirmed the recoverability of disputed receivables (debtors including Bytemax, Clear.IO and Pyro) were prepared or supplied mainly by Marsalek and Ley, some of them carried forward since 2014. ⁴

documentedDespite the warning of 29 March 2017, EY issued unqualified opinions on Wirecard AG's 2016 consolidated accounts on 5 April 2017 and on the individual accounts on 25 April 2017; the evidence obtained consisted mainly of oral and written statements by the management board. According to the Federal Court of Justice, the Projekt Ring special investigation concerned the acquisition of three Indian companies at allegedly or actually inflated prices and was broken off in 2018 at the management board's insistence. ^{4 5}

documentedAn EY working paper of March 2018 in the 2017 audit files records that EY's forensic team had repeatedly tried in vain, or obtained only with delay, the documents it needed, and a timeline in it states that Jan Marsalek (COO) had wanted to end Projekt Ring as early as autumn 2017. ⁴

documentedWirecard's 2018 annual report states that in spring 2018 a whistleblower reported irregularities in the local accounting department in Singapore and that Wirecard instructed the law firm Rajah & Tann (Singapore), whose preliminary report is dated 4 May 2018. According to the company, allegations of round-tripping, corruption, money laundering and deceiving regulators in licensing were not confirmed, but Singapore authorities were continuing their investigations and criminal liability of individual employees could not be ruled out. ³

documentedThe 2019 bond prospectus states that Rajah & Tann LLP, assisted by a forensic team from Control Risks, investigated the whistleblower allegations of round-tripping, corruption, money laundering and deceiving regulators in licensing, and, in the company's summary of its "Summary of Updated Findings" of 26 March 2019, that for 2017 revenue of EUR 2.5 million had been wrongly recognised under a sham contract and EUR 2.3 million entered in a subsidiary's ledger of old receivables. ⁶

documentedIn note 2.7 of its 2018 accounts Wirecard corrected retrospectively, in connection with the investigations in Asia, errors in 2017 revenue recognition: software purchase and sale transactions of about EUR 10.0 million had been recorded in the wrong group units with an intermediary as counterparty; 2017 revenue was reduced overall and the net effect on profit after tax was a reduction of EUR 3.6 million. ESMA notes that the adjustments reduced net assets by EUR 8.5 million at 1 January 2017 and EUR 4.8 million at 31 December 2017 and that, according to the press, the Singapore transactions concerned totalled EUR 37 million in 2015–2018. ^{3 2}

documentedWirecard's 2019 half-year report corrected first-half 2018 revenue under IAS 8 in connection with the Asian investigations and an extended review of transactions: a software transaction of EUR 2.5 million was moved from 2017 into 2018, and revenue and costs of Citi portfolios in Asia-Pacific that had not yet been transferred were overstated and reduced by EUR 21.0 million. ⁹

documentedThe Singapore Police Force announced on 17 August 2022 that, after the Commercial Affairs Department investigated the activities of Wirecard AG's Singapore subsidiaries Wirecard Asia Holding Pte Ltd (WAH) and Wirecard Singapore Pte Ltd, three former WAH employees and a director of another Singapore company were charged with criminal breach of trust for allegedly conspiring between May and December 2018 with Edo Kurniawan, then WAH's vice president of controlling and finance, to misappropriate amounts of $41,200 to $100,000 from WAH, and with related offences including the falsification of four invoices totalling $184,870; Kurniawan had left Singapore before the investigation began and a warrant had been issued for his arrest. ^{7 10}

qualification

Charges, not findings; the police release gives the amounts with a dollar sign without naming the currency.

documentedOn 20 June 2023 two former Wirecard Asia Holding employees, the international finance process manager James Aga Wardhana and the head of finance Chai Ai Lim, were convicted of criminal breach of trust and other offences and sentenced to 21 and 10 months' imprisonment; the police release describes amounts taken from Wirecard Asia's account in conspiracy with Edo Kurniawan. ⁸

documentedThe Singapore Police Force stated on 20 June 2023 that Edo Kurniawan, Wirecard Asia's former vice president of controlling and international finance and a signatory of its bank account, was at large, and that a warrant of arrest and an INTERPOL red notice had been issued against him. ⁸

documentedA business directory summarising Singapore register data records Wirecard Asia Holding Pte. Ltd. (UEN 201429281D), incorporated on 1 October 2014 at 1 Raffles Quay #27-10, as dissolved by members' voluntary winding-up, with RSM SG Assurance LLP as auditor, and Wirecard Singapore Pte. Ltd. (UEN 199906900E), registered on 5 November 1999 at the same address, as dissolved by members' voluntary winding-up. ^{10 11}

documentedAccording to the special investigators' report, the component auditor of Wirecard Singapore Pte. Ltd., Ernst & Young LLP Singapore, reported to the group audit team that the recoverability of receivables of about EUR 8.9 million was doubtful; on 4 April 2017, one day before the date of the audit opinion, the auditor received balance confirmations for two of the receivables totalling about EUR 6.2 million. The confirmation for the debtor Centurion was signed by a person who also held a position at the TPA partner PayEasy. ⁴

documentedRuprecht Services Pte. Ltd. was incorporated in Singapore on 17 August 2016 with its registered office in the Ocean Financial Centre and IT consultancy as its stated activity; it is in compulsory liquidation for insolvency, with a winding-up application published on 28 January 2022, a winding-up order on 25 February 2022, a creditors' meeting on 17 May 2022 and a final meeting on 25 April 2025. The Monetary Authority of Singapore lists it among entities that previously held a temporary exemption under the Payment Services Act, for account issuance, domestic transfers, merchant acquisition and e-money issuance, but no longer do. ^{4 5}

documentedThe Federal Government's answer of 18 January 2021 (Bundestag printed paper 19/25977) states that OCAP Management Pte. Ltd. was formerly called Senjo Trading Pte. Ltd. and that loans by Wirecard Bank AG to it and to Senjo Group Pte. Ltd. as TPA partners were in the sample of the 2017 MaRisk special audit by BaFin and the Deutsche Bundesbank (portfolio "strategic loans"). ⁶

documentedIn November 2020 Singapore's High Court rejected an application by oCap Management to release seized funds, a lump sum of USD 1.85 million and USD 1 million a month, to repay "loans" from Wirecard and expenses; the Commercial Affairs Department had seized USD 8.63 million of oCap Management and SGD 290,000 of its Singapore subsidiary oCap Asia Pacific Holdings on 20 August 2020 as suspected proceeds of serious crime. ⁷

qualification

Reported by a Singapore newspaper; the seizure is an investigative measure, not a finding of guilt.

documentedIn a judgment of 13 May 2026 ([2026] SGHC 102) Singapore's High Court, on an application by oCap Management's liquidators, released from a restraint order fees already incurred of SGD 178,560.25 but refused to release about SGD 2,997,500 for future claims against third parties. The company has been in creditors' voluntary liquidation since 10 December 2020 and in court-ordered liquidation since 15 March 2021. ⁸

documentedThe Singapore judgment records that German authorities charged Dr Markus Braun on 10 March 2022 with embezzlement involving loans of EUR 210 million from Wirecard group companies to oCap Management, allegedly used to disguise the group's true financial position and divert money out of it; at their request the Attorney-General applied on 18 April 2023 and the court ordered on 3 November 2023 the restraint of the company's funds in two Citibank N.A. accounts, as German authorities seek confiscation of EUR 210 million. ⁸

qualification

The charges are allegations; the court decided only on the restraint and release of funds.

documentedAccording to the Singapore judgment, Wirecard group companies are oCap Management's majority creditors with over 97% of its debt; they funded the liquidators' investigation of the company's affairs but declined to fund claims against third parties, and recoveries for the group are pursued under the control of Wirecard AG's insolvency administrator Dr Michael Jaffé. The liquidators intended to pursue former and possible shadow or de facto directors over a questionable dividend (about SGD 10.14 million) and a company over a breach of an agreement to assign sale proceeds (about SGD 1.95 million). ⁸

documentedOn 5 September 2024 the 5th commercial chamber of the Munich I regional court (presiding judge Dr. Helmut Krenek, case 5 HK O 17452/21) ordered three former Wirecard AG management board members, jointly and severally, to pay EUR 140 million plus interest to the insolvency administrator, and dismissed the claim against a former supervisory board member. The case concerned an unsecured loan of EUR 100 million by a subsidiary, from Wirecard AG funds, to OCAP Management Pte Ltd. and the subscription, on Wirecard AG's instructions, of a EUR 100 million bond by a subsidiary. ^{2 9}

qualification

The judgment was not final. The press release does not name the three board members; press reporting identifies them as chairman Markus Braun and the finance and product board members.

response

The former board members argued that they had not breached their duties, or not culpably, and that the decisions were justified in the company's interest.

documentedThe Munich I regional court put the damage from the OCAP loan at EUR 40 million, because EUR 60 million had been repaid from the bond subscription and the borrower was insolvent; it found the loan negligent mainly because of arrears of EUR 2.375 million on another loan and because, after KPMG's special audit, it was uncertain whether the third-party acquiring business closely linked to the loan existed. The bond subscription of EUR 100 million was made without financial due diligence and against a lawyer's advice, and the full amount was lost because the issuer was insolvent; loans of EUR 115 million had been granted in 2018. ^{2 9}

documentedThe court dismissed the administrator's claim against former deputy supervisory board chairman Stefan Klestil: although he had neglected his duty of supervision, it doubted that proper supervision would have changed the management board's conduct, since the board had already disregarded the supervisory board's instructions in the past; no criminal offence is alleged against Klestil. ⁹

documentedThe Munich higher regional court's press release of 28 February 2025 lists among the counts in the criminal case one of breach of trust through consent to loans by Wirecard Asia Holding Pte. Ltd. to OCAP Management Pte. Ltd. in September 2018, or aiding it; prosecution of this count was discontinued on 27 February 2025. ¹⁰

documentedWirecard AG applied on 25 June 2020 to open insolvency proceedings over its own assets, citing impending insolvency and over-indebtedness. On 29 June 2020 the Munich local court (insolvency court, case 1542 IN 1308/20) appointed the lawyer Dr. Michael Jaffé (Munich) as preliminary insolvency administrator, ordered that the debtor's dispositions required his consent and prohibited enforcement against the debtor, confirming an order of 25 June 2020. ^{1 2 3}

documentedThe Munich local court opened insolvency proceedings over Wirecard AG on 25 August 2020 (1542 IN 1308/20), dissolving the company, and appointed Michael Jaffé insolvency administrator of Wirecard AG and of Wirecard Technologies GmbH, Wirecard Issuing Technologies GmbH, Wirecard Service Technologies GmbH, Wirecard Acceptance Technologies GmbH, Wirecard Sales International Holding GmbH and Wirecard Global Sales GmbH. Register entries record the openings for the subsidiaries under case numbers 1542 IN 1351/20 to 1356/20 and the lapse of the remaining powers of attorney; the register shows Wirecard AG in liquidation from 4 September 2020. ^{4 2 5 6 7 8 9 10 11}

documentedThe Leipzig local court opened insolvency proceedings over Wirecard Communication Services GmbH on 31 August 2020 (403 IN 960/20), dissolving the company; the powers of attorney of Thorsten Holten, Andrea Görres and Daniel Steinhoff lapsed. ¹²

documentedIn early July 2020 Wirecard filed for insolvency of six further German service subsidiaries with 1,270 employees, which the administrator wanted to continue where possible; Wirecard AG itself had 250 employees. After the opening of the proceedings, about 730 jobs were cut, while 570 staff in Aschheim, 350 of them in the insolvent companies and 220 at the solvent Wirecard Bank AG, kept their jobs, according to the administrator. ^{13 14}

documentedOn 5 July 2020 the management of Wirecard Acquiring & Issuing GmbH, in agreement with its shareholder Wirecard AG and the preliminary administrator, engaged the US investment bank Moelis & Company to run the sale of Wirecard North America. ¹⁴

documentedThe sale of the core assets of Wirecard AG and Wirecard Technologies GmbH, the European technology platform, to the Banco Santander group closed on 28 January 2021 after signing in mid-November 2020; about 500 employees moved to Santander's Getnet platform. The administrator had earlier sold Wirecard North America to Syncapay, Wirecard Brazil to PagSeguro and Wirecard Romania to SIBS. ¹⁵

documentedWirecard announced in 2020 that an agreement had been signed under which a subsidiary of PagSeguro Digital Ltd. (listed in New York) would acquire 100% of Wirecard Brazil, subject to approval by Brazilian regulators, and that Wirecard Card Solutions Ltd. had agreed in principle with Railsbank Technology Limited to sell certain customer relationships and other assets. ¹⁴

documentedOn 28 September 2020 the administrator closed the sale of all shares in Wirecard Romania SA, held by Wirecard Sales International Holding GmbH, to the payment provider SIBS, together with its subsidiaries Romcard and Supercard Solutions & Services; PT Prima Vista Solusi, PT Wirecard Technologies Indonesia and Wirecard (Vietnam) Company Limited were then in advanced auction processes. Wirecard Sales International Holding GmbH held the group's international subsidiaries, including those in Asia. ^{16 14}

documentedThe business of the Austrian Wirecard Central Eastern Europe GmbH was sold with the insolvency court's approval to the best bidder, AURIN Investment Group GmbH (Frankfurt), with effect from 30 September 2020, according to its insolvency administrator Dr. Ulla Reisch. ¹⁷

documentedOn 30 March 2021 the administrator announced the sale of the indirect Turkish subsidiary Wirecard Ödeme ve Elektronik Para Hizmetleri to Nomu Pay, a newly formed Irish company of the financial investor Finch Capital, subject to approval by local supervisors; the creditors' committee approved the deal. ¹⁸

documentedOn 16 April 2021 the administrator announced the sale of the shares in Wirecard e-Money Philippines, Wirecard Payment Solutions Malaysia, Wirecard (Thailand) and Wirecard Payment Solutions Hong Kong to Nomu Pay Ltd, owned by Finch Capital, including assets and licences linked to the data centre of Wirecard Asia Holding and Wirecard Singapore, and of PT Wirecard Technologies Indonesia (about 360 staff) to the technology holding company of an Indonesian group; Wirecard Australia A&I Pty Ltd. had earlier been sold to an Australian payment provider. ⁴

documentedThe administrator's law firm describes the proceedings as continuing: by mid-2021 the core acquiring and issuing business and the valuable foreign subsidiaries had been sold for a total in the "high three-digit millions" for the estates, about 2,700 jobs had been preserved, and claims for damages were being pursued against those involved in many jurisdictions. ¹⁹

documentedIrish filings show that Wirecard UK and Ireland Limited is being wound up by the court, with a court order dated 28 October 2020, a change of directors on 8 July 2020 and liquidator's reports from 2021 to April 2026. ²⁰

documentedAccording to the Federal Court of Justice, about 50,000 Wirecard AG shareholders filed damage claims of about EUR 8.5 billion arising from their share purchases; claims filed in total amount to about EUR 15.4 billion, including those of bondholders of EUR 500 million, against an estate of about EUR 650 million. ²¹

documentedOn 13 November 2025 the Federal Court of Justice (IX ZR 127/24) ruled that shareholders of an insolvent stock corporation cannot share in the distribution of the estate as ordinary insolvency creditors with their capital-market damage claims; it set aside a Munich higher regional court judgment of 17 September 2024 to that extent and restored the Munich I regional court's dismissal of 23 November 2022 (29 O 7754/21, amount in dispute EUR 2,525,414.93). ^{21 22}

documentedOn 5 May 2022 the 5th commercial chamber of the Munich I regional court declared Wirecard AG's annual accounts for 2017 and 2018 void (5 HK O 15710/20). ¹

documentedThe Munich I regional court reported that 2,251 Wirecard-related cases reached it from mid-2019 to 31 December 2022. Wirecard AG's action against the Financial Times and its reporter (39 O 4017/19, filed 22 March 2019) was interrupted by the claimant's insolvency in September 2020 and withdrawn on 28 October 2020. ¹

documentedAccording to a press release of the Munich I regional court of 27 January 2023, investors began suing the auditor EY for compensation in June 2020; 1,178 such suits had been filed, handled by nine banking chambers. In March 2022 the court initiated an investor model proceeding (Kapitalanleger-Musterverfahren) against EY, conducted by the Bavarian Supreme Regional Court under case number 101 KAP 1/22. ¹

documentedAn order of the Bavarian Supreme Regional Court of 13 May 2024 records that the Munich I regional court's referral order of 14 March 2022 (3 OH 2767/22) started the model proceeding, and lists eleven model defendants: Markus Braun; EY; four EY auditors who worked on the 2014–2018 audits; Alexander von Knoop; Jan Marsalek, whose whereabouts are unknown; MB Beteiligungsgesellschaft mbH, now represented by its provisional insolvency administrator; Michael Jaffé as insolvency administrator of Wirecard AG; and Oliver Bellenhaus, who headed Wirecard AG's branch in Dubai. ²

qualification

The four EY auditors are not named here; the order names them only as further parties to the proceedings.

documentedOn 13 May 2024 the court issued three orders in the model proceeding. It held that the provisional insolvency administrator of MB Beteiligungsgesellschaft mbH had become the defendant in its place and that the proceeding was interrupted against it, but not against the other ten defendants. It refused to restore EY's former party name after EY's conversion into EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft (registered on 1 February 2024), rejecting the applicants' argument that the conversion was void for breaching creditor-protection rules. It also refused to sever the proceedings against EY, against MB and against Braun, holding that severance would create two parallel model proceedings with partly identical objectives. ³

documentedOn 29 November 2024 the Frankfurt am Main higher regional court (7 U 82/22, not final; appeal on points of law allowed) ruled that the D&O insurer owed no further cover to Wirecard AG's former director of accounting, who had also been managing director of Wirecard Technologies GmbH, a subsidiary active in the third-party acquiring business in Asia. The court held that the insured event occurred in 2020, not 2019, because the circumstances he cited (critical Financial Times reporting, Singapore investigations and a US class action) had not been properly notified to the insurer; the 2020 limit of EUR 15 million had been fully paid out for covered costs of the Wirecard scandal. He had argued for the 2019 limit of EUR 25 million. ⁴

documentedWirecard's 2011 annual report states that the group pursued damages claims in Great Britain, in particular for fraud, against a customer and persons close to it; following a High Court judgment in London in its favour it began enforcement in 2010 and in 2011 recovered most of the outstanding money through the forced sale of a property. ⁵

qualification

The report does not name the defendants.

documentedThe 2019 bond prospectus discloses that the insolvency administrator of a former IT service provider was seeking to enforce a claim against a group company based on a confession of judgment from 2014, and that Wirecard had appealed against enforcement on the ground that the claim had already been settled. ⁶

qualification

Parties are not named in the prospectus; no outcome is in the record.

documentedThe main trial before the 4th (grand) criminal chamber of the Munich I regional court (4 KLs 402 Js 108194/22) began on 8 December 2022. On 27 February 2025 the chamber, at its own suggestion and with the prosecutor's agreement, limited the case (§§ 154(2), 154a(2) of the Code of Criminal Procedure); for the remaining counts of breach of trust and fraud each carries up to ten years and an aggregate sentence up to fifteen years. The discontinued counts include false 2015 consolidated accounts, guarantees by Wirecard AG for Wirecard Bank AG loans to OCAP Management Pte. Ltd. (December 2017 and April 2019), Wirecard Asia Holding loans to OCAP (September 2018), fraud in extending and increasing the syndicated loan led by "C. AG" on 21 March 2016 (EUR 725 million) and 15 February 2017 (EUR 1 billion), fraud in issuing the EUR 500 million bond (ISIN DE000A2YNQ58) and 26 counts of market manipulation through the 2015–2019 accounts. ^{2 5}

documentedPress releases of the Munich higher regional court show the criminal case against "Dr. Markus B. and others" continuing in 2026: on 26 May 2026 the presiding judge set hearing dates up to 23 December 2026, stating that this allowed no conclusion about when the trial would end, and on 19 June 2026 the court published the next hearing dates after a move of premises; no judgment had been announced. ^{3 6}

documentedThe Munich I prosecutor closed its investigation into Wirecard's former treasurer Thorsten Holten, as his defence lawyer confirmed in July 2024, saying the accusations had proved entirely false; the reported source does not give the legal basis for the closure. ¹⁰

documentedAt the Bundestag inquiry committee's session of 19 November 2020, Dr. Markus Braun invoked his right not to incriminate himself, said the courts should establish where the embezzled company funds had gone and announced a detailed statement to the Munich prosecutor; Oliver Bellenhaus, who had run the group's card-payment subsidiary in the Middle East and joined from prison, also declined to answer, but described events as a "huge catastrophe" and apologised to those harmed. ¹²

documentedThe Singapore Police Force stated on 31 March 2026 that Germany had requested the provisional arrest of Brigitte Häuser-Axtner on 24 October 2025, that a Singapore court issued a warrant on 3 November 2025, that she was arrested on 4 November 2025, that a formal extradition request followed on 24 December 2025 and that she consented to extradition on 10 February 2026; she was extradited to Germany on 30 March 2026, where she was wanted on suspicion of involvement in a criminal organisation, computer fraud and money laundering connected with the Wirecard group. At the time of her arrest she worked for an unrelated Singapore company. ^{13 14}

qualification

Suspicions stated in the extradition proceedings; Singapore police said she was not accused of offences in Singapore.

documentedThe Munich I public prosecutor is investigating Jan Marsalek on suspicion of professional gang fraud, aggravated breach of trust and other financial and economic offences; the Federal Criminal Police Office (BKA) and Munich police have issued a public appeal for his arrest and consider it very likely that he is abroad. The BKA also states that he is suspected of having bought shares in a company at an inflated price, contrary to his duties to the Wirecard group, damaging its assets. ¹

qualification

Suspicions, not charges proved in court; Marsalek has not been tried.

documentedAccording to the Federal Criminal Police Office (BKA), Jan Marsalek worked at Wirecard AG from January 2000 as a project manager for payment systems and was a member of the management board from February 2010 to June 2020; as chief operating officer he was responsible for all operations including sales and, from at least 2015, chiefly for the Asian business and the TPA business. ¹

documentedA registry aggregator links Jan Marsalek in the German register to Click2Pay GmbH, Wirecard AG, Wirecard Global Sales GmbH, Wirecard Sales International Holding GmbH and Wirecard Technologies GmbH and to the deleted Trustpay International AG and Wirecard Technologies AG, without naming his role in each. ²

documentedAn extract from an EY compliance check, reproduced in OCR form in the special investigators' report, records that Jan Marsalek was appointed a director of E-Credit Plus Pte. Ltd., the earlier name of the Singapore company later called Wirecard Asia Pte. Ltd., on 18 March 2010. ³

qualification

The extract is an optical-character-recognition rendering of an image whose words, including the date, are split across a recognition table; the compliance check's source for the appointment is not given.

documentedIreland's Corporate Enforcement Authority reports that the liquidators of Wirecard UK & Ireland Limited recommended disqualifying its two remaining directors, Jan Marsalek (spelt "Marsalak"), the company's chief executive and the Wirecard AG group's chief operating officer, and Markus-Konrad Fuchs, its sales director and the group's head of sales and acquiring. Because of the grave nature of the allegations the authority declined to offer them undertakings and instructed the liquidators to seek disqualification in the High Court; Fuchs was disqualified for nine years, while the case against Marsalek was adjourned with liberty to re-enter because he could not be served. ⁴

documentedA sanctions and wanted-persons database lists Jan Marsalek on the BKA wanted list and on INTERPOL's red notices, with the BKA page as its source; among the alternative names in the record are Alexander Michaelowitsch Nelidov and German Baschenow. ⁵

qualification

A screening record that repeats official wanted notices; the alternative names are those recorded in the notices, not names he is known to use lawfully.

documentedIn sentencing remarks of 12 May 2025 in R v Roussev and others at the Central Criminal Court (Old Bailey), a case of conspiracy to spy for Russia under the Official Secrets Act 1911, the judge recorded the prosecution's case that the Russian agent using the alias "Rupert Ticz" was Jan Marsalek, an Austrian national who fled Germany to avoid arrest for fraud, and that his communications with Orlin Roussev referred to the GRU, FSB and KGB. Roussev's basis of plea did not accept that "Rupert Ticz" was Marsalek, while agreeing that this did not matter. ⁹

documentedThe sentencing remarks record that on 23 February 2022 Marsalek messaged Roussev that he was applying for EUR 1 million as a "search and capture budget" for a target, that there was evidence of substantial cryptocurrency payments from Marsalek to Roussev, and that between July and September 2021 they discussed surveilling the investigative journalist Christo Grozev and kidnapping him and taking him to Moscow. ⁹

documentedAccording to ESMA's chronology, Wirecard bought XCOM in 2006 and renamed it Wirecard Bank, thereby obtaining Visa and Mastercard licences to issue credit cards and handle money on behalf of merchants. A European Parliament briefing describes Wirecard Bank AG as holding a full German banking licence, supervised by BaFin and a member of the Deposit Protection Fund of the Association of German Banks. ^{1 2}

documentedWirecard AG's 2011 annual report states that Wirecard Bank AG was a principal member of MasterCard and Visa and a member of JCB International, with licences for card issuing and merchant acquiring, and held online-acquiring licences for China UnionPay and Discover/Diners Club. The 2019 bond prospectus adds that the bank also held acquiring licences for American Express. In the half-year report for 2019 the Acquiring & Issuing segment comprised Wirecard Bank AG, Wirecard Acquiring & Issuing GmbH, Wirecard Ödeme ve Elektronik Para Hizmetleri A.Ş., Wirecard Brazil S.A., Wirecard Card Solutions Ltd. and Wirecard North America Inc. ^{3 4 5}

documentedAccording to the Federal Ministry of Finance's timeline, Wirecard Bank AG applied to BaFin on 8 May 2018 for approval of a restructuring that would make the bank a direct subsidiary of Wirecard AG; this started an owner-control procedure involving BaFin, the Bundesbank and the European Central Bank, and the application was finally approved in January 2019. Because Wirecard did not meet the deadline for the restructuring, it had to file a new application in January 2020. ⁶

documentedAccording to the Federal Government, a 2017 special audit of Wirecard Bank AG under the minimum requirements for risk management (MaRisk) by BaFin and the Bundesbank found weaknesses in lending: no risk classification procedure for strategic loans, weaknesses in loan approval (collateral valuation and debt-service capacity), incomplete disclosure of financial statements for risk-relevant exposures and no evidence of regular impairment tests on collateral. The Finance Ministry's timeline lists several special audits of the bank under section 44 of the Banking Act between 2010 and 2019, including one of its lending organisation from 3 June to 21 July 2017. ^{7 6}

documentedBaFin carried out a special anti-money-laundering audit of Wirecard Bank AG in early July 2019 and on 15 July 2019 placed the bank under intensive anti-money-laundering supervision, a classification that, according to the ministry, resulted from a differentiated risk analysis and was unrelated to the allegations against the parent company. On 3 June 2019, after press reports that the bank processed payments for operators of fraudulent trading sites, BaFin asked the public prosecutor and the Financial Intelligence Unit (FIU) for further supervisory information. ⁶

documentedThe Finance Ministry reported that the FIU had received more than 500 suspicious-transaction reports from Wirecard Bank AG concerning the bank's customers and held more than 1,000 reports or items of information with links to Wirecard; after re-screening them on 22 June 2020, 72 reports were, as of 9 July 2020, possibly connected with the current allegations against Wirecard AG. ⁶

documentedBy decision of 13 January 2021 BaFin imposed two administrative fines totalling EUR 60,000 on Wirecard Bank AG under section 56(2) no. 5 of the Banking Act; the decision became final on 2 February 2021. ⁸

documentedAccording to the company's statement of 25 June 2020, cited in a European Parliament briefing, Wirecard Bank AG was not part of the insolvency proceedings and BaFin had appointed a special representative for it. Estonia's e-Residency programme reported that the bank assured customers that deposits were protected by two schemes up to EUR 19.7 million per customer, and that the service provider Xolo, which had offered e-residents Wirecard Bank IBAN accounts since March 2020, suspended opening new accounts. ^{9 2}

documentedOn 16 December 2009 Wirecard AG signed an agreement to buy 100% of E-Credit Plus Pte. Ltd. of Singapore and its subsidiaries; the transfer of shares closed on 28 December 2009, and Wirecard obtained control under IFRS 3 on 1 January 2010, so the stake was carried as an associate at the end of 2009. The 2010 annual report puts the fair value of the E-Credit group, and the purchase price, at EUR 13.283 million. ¹

documentedWith effect from 13 January 2011 Wirecard AG took over Procard Services FZ LLC of Dubai, a provider of payment processing, card acceptance and card issuing services, for EUR 670,000 plus assumed debt of EUR 11.561 million. In December 2011 the group bought Systems@Work Pte. Ltd. of Singapore, known for its TeleMoney brand, with its subsidiaries Systems@Work (M) Sdn Bhd (Kuala Lumpur) and Safe2Pay Pte. Ltd. (Singapore), for cash of EUR 34.726 million plus two earn-out components of up to SGD 22.5 million. ²

documentedAlso in December 2011 the newly formed British subsidiary Wirecard Card Solutions Ltd. took over the prepaid card issuing business of Newcastle Building Society, about 1.5 million prepaid cards in six European countries, in two phases: first as outsourcing provider for the main functions, then taking control once the UK Financial Services Authority authorised it as an e-money institution. The chief executive's letter for 2011 also notes that Wirecard Bank was the first non-Chinese bank to offer China UnionPay's online acquiring licence and that the platform processed EUR 15.5 billion in 2011. ²

documentedThe purchase of Citi Prepaid Card Services, announced on 29 June 2016 as a combined share and asset deal, closed on 9 March 2017 with control over Ecount Inc. and the individual assets; the transaction vehicle Kestrel Mergers Acquisitions Corp. of Conshohocken, Pennsylvania, merged into Wirecard North America Inc. on closing. On 6 March 2017 Wirecard AG bought all shares in MyGate Communications Pty Ltd. of Cape Town, a payment service provider with about 20 staff, for an agreed price of EUR 13.1 million. ³

documentedOn 13 March 2017 Wirecard agreed with the Citigroup subsidiaries Citibank, N.A. and Citibank Overseas Investment Corporation to acquire the customer portfolios of Citi's card-acceptance business in eleven Asia-Pacific markets, with more than 20,000 merchants; the portfolios for Malaysia were taken over on 31 January 2018, for India on 31 August 2018 and for Australia and New Zealand on 25 October 2018. In 2018 Wirecard thus acquired customer portfolios of Citigroup's card acceptance business in Asia-Pacific, in particular in Malaysia and India; mainly as a result, goodwill rose by EUR 39.7 million to EUR 705.9 million at 31 December 2018 (2017: EUR 675.8 million). EY treated the acquisition as a key audit matter because management had to exercise judgement on whether it was a business combination under IFRS 3, on the purchase price allocation and on valuing liabilities from customer contracts. ⁴

documentedThe 2018 annual report describes a strategic partnership with Crédit Agricole Payment Services (CAPS) to offer e-commerce payment acceptance and processing services, mobile and other point-of-sale solutions across Europe, and a partnership with Mizuho Bank under which customer relationships were concluded with Japanese retailers in Singapore and Hong Kong. ⁴