2016 maerz wdi zatarra note-1 warburg

21
Wirecard (TecDAX, Financial Services) N OTE Published 10.03.2016 1 Analyst Jochen Reichert jreichert@warburg-research.com +49 40 309537 - 130 Value Indicators: EUR Share data: Description: DCF: 60.00 FCF-Value Potential 17e: 33.00 Bloomberg: WDI GR Reuters: WDIG ISIN: DE0007472060 Provider of risk management, banking, electronic transaction/payment/processing services Market Snapshot: EUR m Shareholders: Risk Profile (WRe): 2015e Buy EUR 60.00 Price EUR 34.82 Upside 72.3 % Market cap: 4,238 No. of shares (m): 122 EV: 3,930 Freefloat MC: 3,942 Ø Trad. Vol. (30d): 58.42 m Freefloat 93.0 % MB Beteiligungs mbH 6.4 % Jupiter Asset Management 6.3 % T. Rowe Price 5.0 % Alken Luxembourg S.A. 5.0 % Beta: 1.1 Price / Book: 3.5 x Equity Ratio: 55 % Attempt to verify facts and separate them from questions How we are dealing with the first Zatarra report: In a first step, we made the theoretical assumption that everything in the report is not true. We did that because in 2010, there was a manipulated letter which showed it is a letter from Mastercard. In a second step, we have done quite a lot of work trying to verify to some extent the data used in Zatarra’s report. Thirdly, we said that it is not possible for an analyst to cross-check all data included in the 100 hundred pages. What we have done: We worked through the commercial registers of Switzerland, the UK, U.S. and Ireland. The German commercial register is the only one demanding a written application to the register (you cannot do it online) before a download of data reports is possible. Hence, up to now, we haven’t checked the relevant set of data (e.g. inatec) in the German commercial register. Furthermore, we tried to find old press articles and we spoke with a Swiss attorney. In addition to that, we called the insolvency service in the UK to verify a set of different data. In a last step, we contacted Zatarra and spoke to them. Summary of our impressions: Firstly, many allegations were made between 2003 and 2011. Secondly, some information can easily be identified as rather (partially) incorrect. Thirdly, some information in the report, especially when it comes to the incorporation of companies (and the persons behind them), is obviously true and can be verified with some research work. However, these findings say nothing about their relevance. Moreover, what makes it complicated: Zatarra takes several different facts, throws them together and tries to connect those facts in a way to make it look as if everything was operated by Wirecard. This approach makes it quite complicated (for us) to verify the evidence of Zatarra’s allegations. Wirecard gave an e-mail statement to the report. We are getting back to that later. The way the report is written, how it was published, and the chosen time of publication seem more than unusual or could even potentially be qualified as market and share price manipulation – even if some of the information is true. For analysts it is an extremely difficult situation, too. Compliance might recommend changing the rating to “suspended”. This would clearly play into the hands of the authors of the report. Just saying we believe that all allegations are untrue might be too simple. Therefore, as stated above, we have spent quite a lot of time trying to verify parts of the report. On the next pages, we describe our findings. Strangely enough, Zatarra is the alias for Edmond Dantés from the character Jacopo in the 2002 film “The Count of Monte Cristo”. Again, maybe it doesn’t mean anything, but having read the report several times, one could potentially get the impression that to some extent it seems to be a personal vendetta against Wirecard. Rel. Performance vs TecDAX: 1 month: -19.2 % 6 months: 1.3 % Year to date: -12.5 % Trailing 12 months: -12.6 % Company events: 07.04.16 FY 2015 19.05.16 Q1 16.06.16 AGM 11.08.16 Q2 FY End: 31.12. in EUR m CAGR (14-17e) 2011 2012 2013 2014 2015e 2016e 2017e Sales 24.5 % 325 394 482 601 749 968 1,159 Change Sales yoy 19.6 % 21.3 % 22.3 % 24.8 % 24.6 % 29.2 % 19.8 % Gross profit margin 0.7 % 44.1 % 44.3 % 44.5 % 47.5 % 49.4 % 48.8 % 48.5 % EBITDA 28.6 % 85 109 126 173 230 296 368 Margin 26.0 % 27.8 % 26.1 % 28.8 % 30.7 % 30.5 % 31.8 % EBIT 31.5 % 76 93 99 133 186 239 303 Margin 23.4 % 23.6 % 20.5 % 22.1 % 24.8 % 24.7 % 26.1 % Net income 31.0 % 61 73 83 108 150 190 243 EPS 30.8 % 0.60 0.65 0.74 0.89 1.23 1.56 1.99 EPS adj. 29.9 % 0.60 0.72 0.83 0.99 1.43 1.82 2.17 DPS 0.0 % 0.10 0.10 0.12 0.13 0.13 0.13 0.13 Dividend Yield 0.8 % 0.6 % 0.5 % 0.4 % 0.4 % 0.4 % 0.4 % FCFPS 0.76 0.89 0.94 1.22 1.68 2.20 2.78 FCF / Market cap 3.0 % 4.0 % 3.4 % 2.3 % 3.7 % 5.2 % 6.4 % EV / Sales 3.3 x 4.0 x 5.0 x 5.6 x 5.2 x 4.1 x 3.2 x EV / EBITDA 12.8 x 14.3 x 19.0 x 19.3 x 16.9 x 13.3 x 10.1 x EV / EBIT 14.3 x 16.9 x 24.3 x 25.1 x 20.8 x 16.4 x 12.2 x P / E 19.8 x 24.3 x 30.6 x 34.7 x 28.3 x 22.3 x 17.5 x P / E adj. 19.8 x 21.9 x 27.3 x 31.2 x 24.3 x 19.1 x 16.0 x FCF Yield Potential 5.8 % 4.9 % 3.1 % 3.4 % 3.8 % 5.1 % 7.1 % ROE 19.5 % 16.5 % 14.4 % 12.8 % 13.2 % 14.7 % 16.2 % ROCE (NOPAT) 23.1 % 20.0 % 17.5 % 17.4 % 19.6 % 20.7 % 23.4 % Guidance

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Page 1: 2016 Maerz WDI Zatarra Note-1 Warburg

Wirecard

(TecDAX, Financial Services)

NO T E Publ ished 10 .03 .2016 1

A n a l y s t

Jochen Reichert [email protected]

+49 40 309537-130

Value Indicators: EUR Share data: Description:

DCF: 60.00

FCF-Value Potential 17e: 33.00

Bloomberg: WDI GR

Reuters: WDIG

ISIN: DE0007472060

Provider of risk management, banking, electronic transaction/payment/processing services

Market Snapshot: EUR m Shareholders: Risk Profile (WRe): 2015e

Buy

EUR 60.00

Price EUR 34.82

Upside 72.3 %

Market cap: 4,238

No. of shares (m): 122

EV: 3,930

Freefloat MC: 3,942

Ø Trad. Vol. (30d): 58.42 m

Freefloat 93.0 %

MB Beteiligungs mbH 6.4 %

Jupiter Asset Management 6.3 %

T. Rowe Price 5.0 %

Alken Luxembourg S.A. 5.0 %

Beta: 1.1

Price / Book: 3.5 x

Equity Ratio: 55 %

Attempt to verify facts and separate them from questions

How we are dealing with the first Zatarra report: In a first step, we made the theoretical assumption that everything in the report is not true.

We did that because in 2010, there was a manipulated letter which showed it is a letter from Mastercard. In a second step, we have done quite

a lot of work trying to verify to some extent the data used in Zatarra’s report. Thirdly, we said that it is not possible for an analyst to cross-check

all data included in the 100 hundred pages.

What we have done: We worked through the commercial registers of Switzerland, the UK, U.S. and Ireland. The German commercial register

is the only one demanding a written application to the register (you cannot do it online) before a download of data reports is possible. Hence,

up to now, we haven’t checked the relevant set of data (e.g. inatec) in the German commercial register.

Furthermore, we tried to find old press articles and we spoke with a Swiss attorney. In addition to that, we called the insolvency service in the

UK to verify a set of different data. In a last step, we contacted Zatarra and spoke to them.

Summary of our impressions: Firstly, many allegations were made between 2003 and 2011. Secondly, some information can easily be

identified as rather (partially) incorrect. Thirdly, some information in the report, especially when it comes to the incorporation of companies (and

the persons behind them), is obviously true and can be verified with some research work. However, these findings say nothing about their

relevance.

Moreover, what makes it complicated: Zatarra takes several different facts, throws them together and tries to connect those facts in a way to

make it look as if everything was operated by Wirecard. This approach makes it quite complicated (for us) to verify the evidence of Zatarra’s

allegations. Wirecard gave an e-mail statement to the report. We are getting back to that later.

The way the report is written, how it was published, and the chosen time of publication seem more than unusual or could even potentially be

qualified as market and share price manipulation – even if some of the information is true.

For analysts it is an extremely difficult situation, too. Compliance might recommend changing the rating to “suspended”. This would clearly play

into the hands of the authors of the report. Just saying we believe that all allegations are untrue might be too simple. Therefore, as stated

above, we have spent quite a lot of time trying to verify parts of the report. On the next pages, we describe our findings.

Strangely enough, Zatarra is the alias for Edmond Dantés from the character Jacopo in the 2002 film “The Count of Monte Cristo”. Again,

maybe it doesn’t mean anything, but having read the report several times, one could potentially get the impression that to some extent it seems

to be a personal vendetta against Wirecard.

Rel. Performance vs TecDAX:

1 month: -19.2 %

6 months: 1.3 %

Year to date: -12.5 %

Trailing 12 months: -12.6 %

Company events:

07.04.16 FY 2015

19.05.16 Q1

16.06.16 AGM

11.08.16 Q2

FY End: 31.12. in EUR m

CAGR (14-17e) 2011 2012 2013 2014 2015e 2016e 2017e

Sales 24.5 % 325 394 482 601 749 968 1,159

Change Sales yoy 19.6 % 21.3 % 22.3 % 24.8 % 24.6 % 29.2 % 19.8 %

Gross profit margin 0.7 % 44.1 % 44.3 % 44.5 % 47.5 % 49.4 % 48.8 % 48.5 %

EBITDA 28.6 % 85 109 126 173 230 296 368

Margin 26.0 % 27.8 % 26.1 % 28.8 % 30.7 % 30.5 % 31.8 %

EBIT 31.5 % 76 93 99 133 186 239 303

Margin 23.4 % 23.6 % 20.5 % 22.1 % 24.8 % 24.7 % 26.1 %

Net income 31.0 % 61 73 83 108 150 190 243

EPS 30.8 % 0.60 0.65 0.74 0.89 1.23 1.56 1.99

EPS adj. 29.9 % 0.60 0.72 0.83 0.99 1.43 1.82 2.17

DPS 0.0 % 0.10 0.10 0.12 0.13 0.13 0.13 0.13

Dividend Yield 0.8 % 0.6 % 0.5 % 0.4 % 0.4 % 0.4 % 0.4 %

FCFPS 0.76 0.89 0.94 1.22 1.68 2.20 2.78

FCF / Market cap 3.0 % 4.0 % 3.4 % 2.3 % 3.7 % 5.2 % 6.4 %

EV / Sales 3.3 x 4.0 x 5.0 x 5.6 x 5.2 x 4.1 x 3.2 x

EV / EBITDA 12.8 x 14.3 x 19.0 x 19.3 x 16.9 x 13.3 x 10.1 x

EV / EBIT 14.3 x 16.9 x 24.3 x 25.1 x 20.8 x 16.4 x 12.2 x

P / E 19.8 x 24.3 x 30.6 x 34.7 x 28.3 x 22.3 x 17.5 x

P / E adj. 19.8 x 21.9 x 27.3 x 31.2 x 24.3 x 19.1 x 16.0 x

FCF Yield Potential 5.8 % 4.9 % 3.1 % 3.4 % 3.8 % 5.1 % 7.1 %

ROE 19.5 % 16.5 % 14.4 % 12.8 % 13.2 % 14.7 % 16.2 %

ROCE (NOPAT) 23.1 % 20.0 % 17.5 % 17.4 % 19.6 % 20.7 % 23.4 %

Guidance

Page 2: 2016 Maerz WDI Zatarra Note-1 Warburg

Wirecard

NO T E Publ ished 10 .03 .2016 2

Sales development in EUR m

Source: Warburg Research

FCF adjusted (WRe) in EUR m

Source: Warburg Research

EBIT development in EUR m

Source: Warburg Research

Company Background

� Wirecard is one of the leading independent suppliers of electronic payment and risk management solutions and card-based B2C

products. Furthermore, Wirecard is a provider of POS payment/transaction services and systems.

� The company serves more than 20,000 commercial customers worldwide and generates a transaction volume of >EUR 30bn, which

corresponds to about >670m individual transactions. The key elements of the strategy are:

� An IP-based platform which can be simply linked to dealers' websites. The platform integrates risk management systems, payment,

processing and transaction solutions, currencies and banking/credit card services.

� Wirecard combines technology, risk management & banking and follows a so-called omni-channel strategy which provides payment

technologies for all kinds of payment channels at the POS or online

� Business model is based on transaction value and percentage-based fees.

Competitive Quality

� Structural growth underpins Wirecard's positioning: internet-based consumption and the number of electronic-based payments are

increasing worldwide. E-payment methods are gaining in popularity in emerging markets.

� In South-East Asia and India, Wirecard is positoned as an enabler of electronic payment and transaction solutions at the POS.

� Wirecard combines typical payment gateway services, with risk management tools and banking solutions (e.g. acquiring).

EBT development in EUR m

Source: Warburg Research

ROCE adjusted (WRe) in%

Source: Warburg Research

Net income development in EUR m

Source: Warburg Research

Page 3: 2016 Maerz WDI Zatarra Note-1 Warburg

Wirecard

NO T E Publ ished 10 .03 .2016 3

Some of Zatarras’ allegations 4

Jochen Hochrein 4

Mr Burkhard Ley and the insolvency of the Kirch Group 4

Mr Schuett and rumours that he received his orders from Markus Braun 4

Trautmann’s indicated potential connection to Mr Suter in Switzerland 5

Trautmann’s indicated connection to some Irish companies 6

Bluetool, Wire Card, Krores, Oval 2123 6

Schuett and his potential connection to EZV which is a business partner of Wirecard 9

Bluemay Enterprises 10

Conclusion 11

Page 4: 2016 Maerz WDI Zatarra Note-1 Warburg

Wirecard

NO T E Publ ished 10 .03 .2016 4

Some of Zatarras’ allegations

Jochen Hochrein

In some parts of the “report” (e.g. page 1) it is written that Jochen Hochrein, a former

Wirecard board member, is involved in money laundering and is still connected to

Wirecard.

To put this into perspective: Jochen Hochrein was CEO of Infogenie AG until 2003.

Infogenie was used for a reverse IPO of Wirecard’s payment gateway assets and of the

payment business in 2003/2004.

Mr Hochrein left Infogenie in 2004. Infogenie had a different business (call centre

activities) compared to the Wirecard business model. Furthermore, Wirecard

restructured the call centre business, and Mr Hochrein presumably had a consultant

contract with Wirecard.

Mr Burkhard Ley and the insolvency of the Kirch Group

The “report” questions his responsibility in the collapse of the Kirch Media Group in 2002.

First, Mr Ley was the CFO of Kirch New Media, which was a smaller entity within the

Kirch Group. Second, he was the CFO between 2000 and 2001. Third and most

important, the insolvency of the Kirch Media Group was mainly caused by high

investments in pay TV in the German market. In the early 2000s, the German TV market

was simply not ready for pay TV offerings. Concluding and implicitly saying that Mr. Ley

was responsible for several severe corporate governance issues of Kirch Media (and not

Kirch New Media!) at the time of the insolvency seems difficult to follow, in our view,

considering the facts about the Kirch Media collapse.

Mr Schuett and rumours that he received his orders from Markus Braun

In 2010, the U.S. Secret Service found out and investigated that Schuett had received

roughly USD 70m by international wire transfer. The money transfer was said to be

related to illegal transactions. Bluetool was among the companies which transferred the

money to Schuett. Furthermore, Bluetool had a bank account at Wirecard Bank. Based

on our findings in publicly available data, this information is true.

The “report” now indicates that there had been rumours in 2010 that Schuett said he

received his orders directly from Markus Braun.

Based on FBI findings, Wirecard Bank had transferred roughly USD 6m from the real

estate firm Bluetool to Michael Schuett in Florida. The FBI assumed that Schuett

operated a network of more than 700 firms to pay out online poker players and gamblers

in the U.S. Schuett was released from prison after 40 days already because he made a

comprehensive confession. Based on our findings, there is no public document which

provides evidence of the rumours described above.

Furthermore, Bluetool had bank accounts at many other banks beside Wirecard Bank. In

addition to that, Wirecard Bank was not convicted for money laundering in the Schuett

case. Obviously, prosecutors didn’t see and find any relation between Schuett’s money

laundering network and Wirecard Bank. If the FBI or German prosecutors had found any

evidence for money laundering in 2010 and 2011, why didn’t we see any action against

Wirecard between 2011 and 2016?

According to Zatarra, new information is now available, which investigators did not have

access to in 2010. Zatarra says that some important filings regarding Wire Card and

other companies was not available during the time of the investigation because the

Page 5: 2016 Maerz WDI Zatarra Note-1 Warburg

Wirecard

NO T E Publ ished 10 .03 .2016 5

information was published afterwards.

In an email statement, Wirecard wrote: “With regards to the Schütt case, in 2010 the

online portal Goldman, Morgenstern & Partners (“Gomopa”) published a report falsely

claiming that Mr Michael Schütt, in his testimony to US authorities, named Wirecard as

an ally in his money laundering scheme for gambling companies. Several investigations

by journalists have entirely cleared both Wirecard and Mr Trautmann in relation to

Gomopa’s false claims. Gomopa’s claims were entirely fraudulent and made solely to

manipulatively drive down Wirecard’s stock price. For an example of this, please see the

Handelsblatt article available via the link:

http://www.handelsblatt.com/finanzen/maerkte/boerseinside/marktgeruechtefinanzaufsic

ht-untersucht-kursachterbahn-beiwirecard/3406252.html. Gomopa’s reputation for

questionable business practices is well known.”

Trautmann’s indicated potential connection to Mr Suter in Switzerland

Page 10 and page 11 of the “report” show a list of different companies.

Due to the “report” a company named P.E.R.T. AG was incorporated in 2007. The

owners were Mr Trautmann (at that time he was in Wirecard’s board) and Jürg Paul

Suter. Furthermore, Michael Brinkmann (a Managing Director at Wirecard) was involved

in a Swiss company (incorporated in 2007) named PERM AG.

We checked the information about P.E.R.T. and PERM in the commercial register in

Switzerland. We found that Mr Suter was an owner of both companies, that a person

named Ruediger Trautmann was an owner of P.E.R.T. and that a person named

“Michael Brinkmann” had owned PERM. We think it is likely that both persons are the

ones who worked (or are working) for Wirecard.

P.E.R.T. AG was closed in 2010 and PERM currently is in a liquidation process.

The “report” indicates that Mr Trautmann (former board member of Wirecard) and Mr

Brinkmann are related and/or incorporated companies of Mr. Suter, who is undergoing

an investigation in Switzerland. “This includes aiding and abetting multiple instances of

money laundering, illegal cross border transactions, embezzlement and commercial

fraud.”

We did some research on this topic. First, we read several articles published in the NZZ

(Neue Zuricher Zeitung). In a second step, we had a phone call with a prosecutor in

Switzerland.

Our findings: In 2012, Suter was investigated within the so-called “Behring” case. Mr

Behring was an investment manager in Switzerland and lost hundreds of millions of

Swiss Francs for investors. Swiss attorneys are prosecuting Mr. Behring for investment

fraud while allegations against other suspects (e.g. Mr Suter) are discontinued.

What do our findings mean? First, the “report” tries to implicitly say that potentially a

person named “Trautmann” (Wirecard board member?) incorporated a company

together with a person (“Suter”) who was prosecuted for money laundering because of

illegal transactions and money wire transfer. However, the allegations were related to

investment fraud and not to illegal payment processing.

Second the “report” gives the impression that Mr Suter is still prosecuted which is not the

case regarding the allegations against “Behring”.

Third, what remains is the question why Trautmann and Brinkmann incorporated two

Swiss companies together with Mr Suter while they were working for Wirecard?

Furthermore, we found another Swiss company (Istart GmbH) which is owned by

Ruediger Trautmann. Furthermore, we have no real feeling for that – are the activities of

Wirecard employees really unusual compared to other listed companies? We haven’t

checked that.

Page 6: 2016 Maerz WDI Zatarra Note-1 Warburg

Wirecard

NO T E Publ ished 10 .03 .2016 6

We spoke with Wirecard about the issue. If we understood Wirecard correctly, Wircard

would deal with its employees like that:

� Wirecard ensures that employees use their work-time completely for Wirecard.

� Wirecard assures that there are no conflicts of interests, mainly in two ways.

Employees are not allowed to invest in competitive businesses. Moreover, employees

should not invest or should not have business relations to existing and potential

customers.

Trautmann’s indicated connection to some Irish companies

The “report” mentions three Irish companies (FX Currency Services, Forex Trading

Platform Limited, Roteral limited) in which at least one of the persons, Ruediger

Trautmann (board member of Wirecard AG between 2005-2010), Dietmar

Knoechelmann (Wirecard Payment Solutions) or Andy Quinn (Wirecard Payment

Solutions), had been officers while they were working for Wirecard. Based on our

research in the commercial register of Ireland, this information is correct. We think that

those companies are rather related to private matters.

In our view, these single facts seem to be no real evidence for any activities in money

laundering.

At most, however, they again raise the question, why Mr Trautmann, partially together

with other Wirecard employees, was involved in a couple of other companies while he

was member of the Wirecard board. Wirecard’s respond to our question (if we

understood it correctly) we described above.

Bluetool, Wire Card, Krores, Oval 2123

Based on our research, there was a company named Wire Card Ltd., incorporated in

2006 and dissolved in 2010. It was owned by Fermoya, a company registered in the

British Virgin Islands, and B.M.I.E., a UK-based company. Furthermore, there is an

officer listed by the name of Ruediger Trautmann, the former Wirecard board member,

and the company secretary’s name is Bournewood, another company registered in the

British Virgin Island.

It should be mentioned that the share capital was GBP 2. Furthermore, Wirecard said it

incorporated Wire Card as a shell which was never used. Furthermore, the commercial

register showed Wire Card UK limited as “dormant”.

The information provided above is shown in the “report”.

Furthermore, as written at the beginning of our note, Bluetool Ltd had obviously a bank

account at Wirecard Bank in 2010. In 2010, based on our findings, Bluetool made a wire

transfer of roughly EUR 6m to Mr Schuett, the person who was prosecuted in the U.S.

for money laundering related to illegal gambling transactions. The commercial register

shows that Bluetool had the same professional service companies, Fermoya (“owner”)

and Bournewood (company secretary, professional registrar). These findings are correct,

based on our verifications by searching in publicly available data.

Page 7: 2016 Maerz WDI Zatarra Note-1 Warburg

Wirecard

NO T E Publ ished 10 .03 .2016 7

Zatarra’s logic for the connection between Wirecard and Bluetool

Wirecard AG

Officer Owner

RuedigerTrautmann

FermoyaB.M.E.I

Company

Secretary

Bournewood

corporate

shell

Fermoya

Bluetool ltdWire Card UK ltd

Owner

Source: Warburg Research

Zatarra indicates (if we understood them correctly) from the connection between Wire

Card (the Wirecard shelf) and Bluetool (involved in money laundering in the Schuett case

via Fermoya and Bournewould) that Wirecard and the board of Wirecard were involved

in establishing a network of shadow and shelf companies to settle illegal transactions in

gambling, adult entertainment and pharmaceuticals.

Furthermore, searching for Bournewood in the Companies House data base results in

738 matches in which Bournewood is the company secretary and registrar. Not

surprisingly, when searching for “Fermoya” one finds many results in which Fermoya is

either an owner or a company secretary.

Zatarra questions: Shouldn’t it dangerous and shouldn’t it provide evidence that Wirecard

has used the same professional services as many (or hundreds) of other potentially

doubtful incorporated companies.

Wirecard said that Wire Card UK was incorporated on behalf of Wirecard for the purpose

of establishing a subsidiary for Wirecard in the UK, but other decisions were made. It

was a dormant company during its entire life and never was operational.

Should we really conclude from Bluetool and Wire Card having had the similar corporate

structure that Wirecard is involved in operating a network of shadow and shell

companies to process illegal transactions?

What we cannot really evaluate: Is it rather usual to take a nominee as an owner,

especially a firm which is registered on the British Virgin IslandsT

Tbecause if Bournewood and Fermoya are just used by professional service or

consultancy companies to provide company formation services, the indicated connection

between Wirecard-Bluetool and Wirecard-Bluemay could potentially easily be explained,

in our view.

Zatarra has listed other UK or Ireland-based companies in the report: Krores

UK/Fantazzle, Krores Ireland, Oval (2123).

Krores UK was founded in 2009 and dissolved in 2010. Again, Trautmann and Quinn

had been officers. It looks as if Krores was a shell, too. We point out that there are no

details about the potential connections between Wirecard, Trautmann and Krores

Limited UK.

Page 8: 2016 Maerz WDI Zatarra Note-1 Warburg

Wirecard

NO T E Publ ished 10 .03 .2016 8

There is something, however, which could potentially make it complicated: Based on our

findings, a person named Vineet Katial was an officer, too. He is also listed as an officer

at two other dormant UK companies, Vistamoney Ltd and Vista Money Ltd.

Furthermore, Zatarra has written that Katial incorporated a couple of other companies,

e.g. Krores Cards Private Ltd in India and Krores LCC, U.S. The LinkedIn profile of Katial

reveals that he sold a company named Krores to a German listed bank. We haven’t

checked whether the profile is real or not.

Zatarra concludes that all information listed in its reportT

T(1) the incorporation of Krores UK,

T(2) other companies around the world which have Krores in the company name

T(3) Trautmann and Katial being officers at Krores UK at the same time

T(4) Katial’s LinkedIn profile

Tshould be evidence to conclude that Wirecard acquired Krores.

The facts and the logic which are used to conclude that Wirecard potentially bought a

company which was potentially incorporated by employees of Wirecard seem

questionable, in our view.

First, we have only indications about the person named Katial. Second, Wirecard said in

an email statement that it had never acquired Krores from Mr Knoechelmann, Mr

Trautmann or any other party. Furthermore, Wirecard wrote that it also does not have

any business relationship with Krores.

In our view it would be very helpful, if Wirecard could shed some light on the question,

why Trautmann was an officer at Krores UK together with a person (Katial) who seems

potentially to be involved in competitive payment businesses (while he was a board

member of Wirecard AG).

Page 9: 2016 Maerz WDI Zatarra Note-1 Warburg

Wirecard

NO T E Publ ished 10 .03 .2016 9

Zatarra’s logic for the connection between Wirecard and Krores UK

Wirecard AG

Knoechel-mann

Trautmann

Krores UK

incorporated: 2009deleted: 2010

Officers

Katial

Potentially involved

in competitivepayment businesses

Source: Warburg Research

Oval 2123 was incorporated in 2006 and dissolved in 2011. It seems that Wirecard

acquired 51% in Oval 2123 in 2006 via its Gibraltar unit. Mr Trautmann and Mr Hartmann

(employees from Wirecard) had been officers at that time. Later on, according to our

findings in the commercial registers, Oval 2123 was completely taken over by Wirecard.

Until now, everything seems to be quite clear. Zatarra points out that Alexander Herbst

who left Wirecard in 2003, was appointed as an officer at Oval 2123 in 2006.

Again, we really do not comprehend how this or the Oval 2123 case are related to

criminal actions. Furthermore, it is not unusual, after a board member leaves a company,

that he or she is still involved in one or another “project” for a certain period of time.

Zatarra raises the question why Trautmann still signed Wirecard related filings ten

months after he had officially left the company? Mr Trautmann signed the filings for

striking off Oval 2123 at the end of 2010.

Schuett and his potential connection to EZV which is a business partner of Wirecard

According to a complaint from 2010 (which we have already referred to earlier in this

note), Mr Schuett appears to have operated an unlicensed money transmitting business

through his various corporations for one or more internet gambling organisations and

received and disbursed gambling winnings to persons in the United States and Canada

(e.g. operating shadow and shell companies for money laundering).

USA AG Inc. was one of the major companies which operated the network of shadow

companies. As written in the Zatarra report, this company was incorporated by Michael

Schuett (we checked this information in the commercial registers in Florida). Another

U.S. based company was involved in the money laundering system, International

Payment Systems, in which Mr Schuett (via USA AG Inc.) and a person named Freddy

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Kalder (Wiesbaden, Germany) had been officers, based on our findings in the company

registers of Florida. Then, Freddy Kalder was involved in the incorporation of a company

in the UK, Deutsche Zahlungsverkehrsgesellschaft Ltd. This information, as written in the

Zatarra report, again is correct.

However, when reading the Zatarra report one might get the impression that Kalder, who

was involved in money laundering together with Schuett in the U.S., incorporated the

German company EZV, Gesellschaft für Zahlungssysteme mbH, which is a cooperation

partner of Wirecard. Based on our findings here, the Zatarra report could easily be

misinterpreted in our view.

Zatarra writes that USA AG Inc. had an address in Germany which seemingly had the

same address as EZV. Based on our research, this seems to be correct.

In the same complaint, Bluetool plays a key role. Apparently, Bluetool Ltd appears to

have been used as a money intermediary for gambling sites.

Again, it is a combination of different individual correct information which is used to

provide potential evidence of systematic money laundering.

Zatarra’s logic for the connection between Wirecard and US AG Inc.

UK Bluetool ltd

Schuett

US AG Inc

EZV

International

Payment Systems

Kalder

Business

partner of

Wirecard

Germany

ZATARRA Conclusion

Wirecard

Bank

Account

(1) used as an Intermediary from

Gambling sites(2) Illegal money Transfer

Money Laundry U.S.A

Zatarra: Connection via a potential Bank account of Bluetool at Wirecard Bank and the relation of

Bluetool to US AG Inc

Zatarra: Connection via same address in Germany / Berlin (US AG

Inc and EZV)

Source: Warburg Research

Bluemay Enterprises

Based on our findings, Bluemay Enterprises was incorporated in the UK in 2010. As

written in the report, owner of Bluemay enterprises was for a certain period of time again

Fermoya and the company Bournewoold was an officer for one year in 2010. The

company went insolvent.

Zatarra writes, (1) the potential connection to Wirecard is again via Bluetool (same

owners and offices), (2) Bluemay was a front page for gambling sites, and (3) Bluemay

had a bank account at Wirecard Bank in 2013.

Based on our findings, the provided document from the Insolvency Service from 2014

(Manchester District) shows:

� Among the initial shareholders was Fermoya.

� Company accounts show profits of GBP 478 in 2011 and GBP 833 in 2012.

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� A company account at Wirecard Bank AG had total credits EUR 36.3m between June

30, 2011 and June 30, 2012. It was not possible to reconcile the apparent minimal

activity declared in the published accounts with the volume of transactions passing

through the company’s Euro account.

Zatarra’s logic for the connection Wirecard, Bluetool, Bluemay

Wirecard AG

Officer Owner

RuedigerTrautmann

FermoyaB.M.E.I

corporate

shell

Fermoya

Wire Card UK ltd

Owner

Bluetool ltd

Fermoya

Owner

Bluemay ltd

Zatarra: Bluemay had a bank accountat Wirecard in 2011 and 2012, total

credits of EUR 36m

Zatarra: Related to Gambling

Source: Warburg Research

Again, it comes back to the question: Is it rather usual to take a nominee as an owner,

especially a firm which is registered at the British Virgin IslandsT

Tbecause if Fermoya is used from professional service or consultancy companies to

provide company formation services, the indicated connection between Wirecard-

Bluetool and Wirecard-Bluemay could potentially easily be explained.

Conclusion

Firstly – the conclusion cannot be just yes or no, true or false. Secondly – until now, we

haven’t checked all the data. For example, we haven’t done a closer look on the

allegations about “Asia” until now.

Thirdly - our findings show that a lot of information and data which is written in the

Zatarra report can be verified by some research work. However, and this is the key

question: Should the connections and conclusions made by Zatarra just be ignored?

A high part of concerns and insecurity would potentially disappear if Wirecard could

provide some more colour why Wirecard used Fermoya (even that Wire Card hadn’t any

economic relevance) and why we observed quite a lot of incorporations by Mr Trautmann

while he was a board member of Wirecard.

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DCF model

Detailed forecast period Transitional period Term. Value

Figures in EUR m 2015e 2016e 2017e 2018e 2019e 2020e 2021e 2022e 2023e 2024e 2025e 2026e 2027e

Sales 749 968 1,159 1,367 1,600 1,840 2,060 2,266 2,470 2,668 2,828 2,913 2,956

Sales change 24.6 % 29.2 % 19.8 % 18.0 % 17.0 % 15.0 % 12.0 % 10.0 % 9.0 % 8.0 % 6.0 % 3.0 % 1.5 % 1.5 %

EBIT 186 239 303 362 432 497 556 612 667 720 764 816 828

EBIT-margin 24.8 % 24.7 % 26.1 % 26.5 % 27.0 % 27.0 % 27.0 % 27.0 % 27.0 % 27.0 % 27.0 % 28.0 % 28.0 %

Tax rate (EBT) 16.0 % 17.0 % 17.0 % 20.0 % 20.0 % 20.0 % 20.0 % 25.0 % 25.0 % 30.0 % 30.0 % 30.0 % 30.0 %

NOPAT 156 198 251 290 346 397 445 459 500 504 534 571 579

Depreciation 44 57 66 78 90 101 124 136 148 160 170 175 177

in % of Sales 5.9 % 5.8 % 5.7 % 5.7 % 5.6 % 5.5 % 6.0 % 6.0 % 6.0 % 6.0 % 6.0 % 6.0 % 6.0 %

Changes in provisions 0 0 0 0 0 0 0 0 0 0 0 0 0

Change in Liquidity from

- Working Capital 0 0 0 0 0 0 0 0 0 0 0 0 0

- Capex 56 64 73 75 88 105 124 136 148 160 170 175 177

Capex in % of Sales 7.5 % 6.6 % 6.3 % 5.5 % 5.5 % 5.7 % 6.0 % 6.0 % 6.0 % 6.0 % 6.0 % 6.0 % 6.0 %

Other 0 0 0 0 0 0 0 0 0 0 0 0 0

Free Cash Flow (WACC Model)

144 191 244 293 347 394 445 459 500 504 534 571 579 588

PV of FCF 146 180 214 239 264 278 293 281 285 267 264 262 248 4,229 share of PVs 7.24 % 35.98 % 56.78 %

Model parameter Valuation (m)

Derivation of WACC: Derivation of Beta: Present values 2027e 3,220

Terminal Value 4,229

Debt ratio 0.00 % Financial Strength 1.00 Financial liabilities 0

Cost of debt (after tax) 2.1 % Liquidity (share) 1.00 Pension liabilities 0

Market return 7.00 % Cyclicality 1.00 Hybrid capital 0

Risk free rate 1.50 % Transparency 1.00 Minority interest 0

Others 1.18 Market val. of investments 0

Liquidity 0 No. of shares (m) 121.7

WACC 7.45 % Beta 1.08 Equity Value 7,449 Value per share (EUR) 61.18

Sensitivity Value per Share (EUR)

Terminal Growth Delta EBIT-margin

Beta WACC 0.75 % 1.00 % 1.25 % 1.50 % 1.75 % 2.00 % 2.25 % Beta WACC -1.5 pp -1.0 pp -0.5 pp +0.0 pp +0.5 pp +1.0 pp +1.5 pp

1.26 8.4 % 49.02 49.83 50.69 51.62 52.61 53.69 54.85 1.26 8.4 % 48.78 49.73 50.67 51.62 52.57 53.51 54.46

1.17 7.9 % 52.86 53.84 54.89 56.02 57.25 58.57 60.02 1.17 7.9 % 52.95 53.97 55.00 56.02 57.05 58.07 59.10

1.13 7.7 % 55.00 56.08 57.24 58.50 59.86 61.34 62.96 1.13 7.7 % 55.29 56.36 57.43 58.50 59.57 60.64 61.71

1.08 7.4 % 57.29 58.49 59.78 61.18 62.71 64.37 66.20 1.08 7.4 % 57.83 58.95 60.07 61.18 62.30 63.42 64.54

1.04 7.2 % 59.77 61.10 62.54 64.11 65.82 67.70 69.76 1.04 7.2 % 60.60 61.77 62.94 64.11 65.28 66.45 67.62

0.99 6.9 % 62.46 63.94 65.55 67.31 69.24 71.36 73.71 0.99 6.9 % 63.63 64.86 66.09 67.31 68.54 69.77 71.00

0.90 6.4 % 68.56 70.42 72.46 74.70 77.19 79.95 83.04 0.90 6.4 % 70.62 71.98 73.34 74.70 76.06 77.42 78.78

� Trend towards internet-based payment drives growth

� Banking-related working capital effects are eliminated

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Free Cash Flow Value Potential Warburg Research's valuation tool "FCF Value Potential" reflects the ability of the company to generate sustainable free cash flows. It is based on the "FCF potential" - a FCF "ex growth" figure - which assumes unchanged working capital and pure maintenance capex. A value indication is derived via the perpetuity of a given year’s “FCF potential” with consideration of the weighted costs of capital. The fluctuating value indications over time add a timing element to the DCF model (our preferred valuation tool). in EUR m 2011 2012 2013 2014 2015e 2016e 2017e

Net Income before minorities 61 72 83 117 150 190 243

+ Depreciation + Amortisation 8 16 27 40 44 57 66

- Net Interest Income -2 -2 -4 -7 -7 -10 -10

- Maintenance Capex 9 14 40 50 55 55 55

+ Other 0 0 0 0 0 0 0

= Free Cash Flow Potential 63 77 74 114 146 202 263

Free Cash Flow Yield Potential 5.8 % 4.9 % 3.1 % 3.4 % 3.8 % 5.1 % 7.1 %

WACC 7.45 % 7.45 % 7.45 % 7.45 % 7.45 % 7.45 % 7.45 %

= Enterprise Value (EV) 1,085 1,569 2,394 3,342 3,876 3,930 3,705 = Fair Enterprise Value 842 1,031 994 1,526 1,966 2,707 3,536

- Net Debt (Cash) -323 -323 -323 -323 -362 -309 -533

- Pension Liabilities 0 0 0 0 0 0 0

- Other -90 -90 -90 -90 0 0 0

- Market value of minorities 0 0 0 0 0 0 0

+ Market value of investments 0 0 0 0 0 0 0

= Fair Market Capitalisation 1,255 1,444 1,407 1,938 2,329 3,016 4,069

No. of shares (total) (m) 122 122 122 122 122 122 122

= Fair value per share (EUR) 10.31 11.86 11.56 15.92 19.13 24.77 33.43

premium (-) / discount (+) in % -45.1 % -28.8 % -4.0 %

Sensitivity Fair value per Share (EUR)

10.45 % 8.32 9.43 9.21 12.32 14.49 18.39 25.08

9.45 % 8.84 10.07 9.83 13.27 15.71 20.07 27.28

8.45 % 9.49 10.86 10.59 14.44 17.21 22.14 29.99

WACC 7.45 % 10.31 11.86 11.56 15.92 19.13 24.77 33.43

6.45 % 11.38 13.17 12.82 17.87 21.63 28.22 37.93

5.45 % 12.84 14.97 14.55 20.53 25.06 32.94 44.09

4.45 % 14.97 17.57 17.07 24.38 30.03 39.78 53.03

� FCF-Value does not reflect growth potential

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Valuation

2011 2012 2013 2014 2015e 2016e 2017e

Price / Book 3.5 x 3.3 x 4.2 x 3.5 x 3.5 x 3.1 x 2.6 x

Book value per share ex intangibles 0.74 1.73 1.47 3.30 4.27 3.71 5.56

EV / Sales 3.3 x 4.0 x 5.0 x 5.6 x 5.2 x 4.1 x 3.2 x

EV / EBITDA 12.8 x 14.3 x 19.0 x 19.3 x 16.9 x 13.3 x 10.1 x

EV / EBIT 14.3 x 16.9 x 24.3 x 25.1 x 20.8 x 16.4 x 12.2 x

EV / EBIT adj.* 14.3 x 15.3 x 21.6 x 25.1 x 20.8 x 16.4 x 12.2 x

P / FCF 32.9 x 25.1 x 29.6 x 43.6 x 27.3 x 19.1 x 15.7 x

P / E 19.8 x 24.3 x 30.6 x 34.7 x 28.3 x 22.3 x 17.5 x

P / E adj.* 19.8 x 21.9 x 27.3 x 31.2 x 24.3 x 19.1 x 16.0 x

Dividend Yield 0.8 % 0.6 % 0.5 % 0.4 % 0.4 % 0.4 % 0.4 %

Free Cash Flow Yield Potential 5.8 % 4.9 % 3.1 % 3.4 % 3.8 % 5.1 % 7.1 %

*Adjustments made for: -

Company Specific Items

2011 2012 2013 2014 2015e 2016e 2017e

FCF adjusted (WRe) 51 73 80 121 n.a. n.a. n.a. ROCE adjusted (WRe) 24.4 % 22.7 % 17.4 % 24.7 % n.a. n.a. n.a.

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Consolidated profit & loss

In EUR m 2011 2012 2013 2014 2015e 2016e 2017e

Sales 325 394 482 601 749 968 1,159

Change Sales yoy 19.6 % 21.3 % 22.3 % 24.8 % 24.6 % 29.2 % 19.8 %

Increase / decrease in inventory 0 0 0 0 0 0 0

Own work capitalised 7 10 21 25 26 28 30

Total Sales 332 404 502 626 775 996 1,189

Material Expenses 189 230 288 341 405 523 627

Gross profit 325 394 482 601 749 968 1,159

Gross profit margin 44.1 % 44.3 % 44.5 % 47.5 % 49.4 % 48.8 % 48.5 %

Personnel expenses 28 37 48 66 88 110 118

Other operating income 1 4 7 7 5 7 9

Other operating expenses 32 33 47 53 57 74 84

Unfrequent items 0 0 0 0 0 0 0

EBITDA 85 109 126 173 230 296 368

Margin 26.0 % 27.8 % 26.1 % 28.8 % 30.7 % 30.5 % 31.8 %

Depreciation of fixed assets 1 3 4 8 8 10 11

EBITA 84 106 122 165 222 286 358

Amortisation of intangible assets 8 13 23 32 36 47 55

Goodwill amortization 0 0 0 0 0 0 0

EBIT 76 93 99 133 186 239 303

Margin 23.4 % 23.6 % 20.5 % 22.1 % 24.8 % 24.7 % 26.1 %

EBIT adj. 76 103 111 133 186 239 303

Interest income 0 3 2 1 1 0 0

Interest expenses 2 5 6 8 8 10 10

Other financial income (loss) 0 0 0 0 0 0 0

EBT 74 91 94 126 179 229 293

Margin 22.8 % 23.0 % 19.6 % 21.0 % 23.9 % 23.7 % 25.2 %

Total taxes 13 18 12 18 29 39 50

Net income from continuing operations 61 73 83 108 150 190 243

Income from discontinued operations (net of tax) 0 0 0 0 0 0 0

Net income before minorities 61 72 83 117 150 190 243

Minority interest 0 0 0 0 0 0 0

Net income 61 73 83 108 150 190 243

Margin 18.9 % 18.4 % 17.2 % 18.0 % 20.0 % 19.6 % 21.0 %

Number of shares, average 102 112 112 122 122 122 122

EPS 0.60 0.65 0.74 0.89 1.23 1.56 1.99

EPS adj. 0.60 0.72 0.83 0.99 1.43 1.82 2.17

*Adjustments made for:

Guidance: EBITDA 2015e: EUR 210m - EUR 230m; 2016e: EUR 280m - EUR 300m

Financial Ratios 2011 2012 2013 2014 2015e 2016e 2017e

Total Operating Costs / Sales 76.3 % 75.0 % 78.2 % 75.4 % 72.8 % 72.4 % 70.8 %

Operating Leverage 0.7 x 1.0 x 0.3 x 1.4 x 1.6 x 1.0 x 1.3 x

EBITDA / Interest expenses 35.6 x 21.5 x 21.7 x 22.4 x 28.8 x 29.6 x 36.8 x

Tax rate (EBT) 17.2 % 19.7 % 12.3 % 14.4 % 16.0 % 17.0 % 17.0 %

Dividend Payout Ratio 16.6 % 15.4 % 16.2 % 14.7 % 10.5 % 8.3 % 6.5 %

Sales per Employee 698,488 847,312 1,036,009 1,292,542 1,610,753 2,080,645 2,491,640

Sales, EBITDA in EUR m

Source: Warburg Research

Operating Performance in %

Source: Warburg Research

Performance per Share

Source: Warburg Research

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Consolidated balance sheet In EUR m 2011 2012 2013 2014 2015e 2016e 2017e

Assets

Goodwill and other intangible assets 265 348 444 671 687 930 932

thereof other intangible assets 116 177 254 391 400 643 645

thereof Goodwill 128 142 146 218 225 225 225

Property, plant and equipment 3 12 14 16 26 31 36

Financial assets 27 99 127 124 148 148 148

Other long-term assets 0 0 0 0 0 0 0

Fixed assets 295 459 586 811 861 1,109 1,116

Inventories 1 2 5 3 5 5 5

Accounts receivable 182 215 279 355 376 430 455

Liquid assets 222 443 547 818 902 919 1,173

Other short-term assets 7 9 14 8 37 54 54

Current assets 412 669 845 1,184 1,320 1,408 1,687

Total Assets 707 1,128 1,431 1,995 2,181 2,516 2,803

Liabilities and shareholders' equity

Subscribed capital 102 112 112 123 123 123 123

Capital reserve 11 140 142 493 493 493 493

Retained earnings 228 290 354 453 440 575 749

Other equity components 0 -1 0 3 150 190 243

Shareholders' equity 341 542 608 1,073 1,207 1,381 1,608

Minority interest 0 0 0 0 0 0 0

Total equity 341 542 608 1,073 1,207 1,381 1,608

Provisions 2 8 8 11 12 13 15

thereof provisions for pensions and similar obligations 0 0 0 0 0 0 0

Financial liabilities (total) 191 337 493 495 540 610 640

thereof short-term financial liabilities 1 15 16 9 10 10 10

Accounts payable 135 187 259 298 312 400 430

Other liabilities 37 55 62 118 110 112 110

Liabilities 366 586 822 922 974 1,135 1,195

Total liabilities and shareholders' equity 707 1,128 1,431 1,995 2,181 2,516 2,803

Financial Ratios 2011 2012 2013 2014 2015e 2016e 2017e

Efficiency of Capital Employment

Operating Assets Turnover 6.4 x 9.5 x 12.5 x 7.9 x 7.9 x 14.7 x 17.5 x

Capital Employed Turnover 1.0 x 0.9 x 0.9 x 0.8 x 0.9 x 0.9 x 1.1 x

ROA 20.8 % 15.8 % 14.1 % 13.3 % 17.4 % 17.1 % 21.8 %

Return on Capital

ROCE (NOPAT) 23.1 % 20.0 % 17.5 % 17.4 % 19.6 % 20.7 % 23.4 %

ROE 19.5 % 16.5 % 14.4 % 12.8 % 13.2 % 14.7 % 16.2 %

Adj. ROE 19.5 % 18.2 % 16.1 % 14.3 % 15.3 % 17.2 % 17.7 %

Balance sheet quality

Net Debt -31 -106 -54 -323 -362 -309 -533

Net Financial Debt -31 -106 -54 -323 -362 -309 -533

Net Gearing -9.2 % -19.5 % -8.9 % -30.1 % -30.0 % -22.4 % -33.2 %

Net Fin. Debt / EBITDA n.a. n.a. n.a. n.a. n.a. n.a. n.a.

Book Value / Share 3.3 4.8 5.4 8.8 9.9 11.3 13.2

Book value per share ex intangibles 0.7 1.7 1.5 3.3 4.3 3.7 5.6

ROCE Development

Source: Warburg Research

Net debt in EUR m

Source: Warburg Research

Book Value per Share in EUR

Source: Warburg Research

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Consolidated cash flow statement In EUR m 2011 2012 2013 2014 2015e 2016e 2017e

Net income 61 72 83 117 150 190 243

Depreciation of fixed assets 1 3 4 8 8 10 11

Amortisation of goodwill 0 0 0 0 0 0 0

Amortisation of intangible assets 8 13 23 32 36 47 55

Increase/decrease in long-term provisions 0 0 0 0 0 0 0

Other non-cash income and expenses 0 0 11 3 0 0 0

Cash Flow 70 88 122 159 194 247 308

Increase / decrease in inventory 0 -1 -3 1 -2 0 0

Increase / decrease in accounts receivable -63 -33 -63 -76 -21 -54 -25

Increase / decrease in accounts payable 37 52 72 39 14 88 30

Increase / decrease in other working capital positions 3 -10 0 5 27 6 30

Increase / decrease in working capital (total) -24 8 6 -30 17 40 35

Net cash provided by operating activities 46 96 127 129 211 286 343

Investments in intangible assets -7 -22 -35 -35 -45 -50 -57

Investments in property, plant and equipment -2 -3 -6 -8 -11 -14 -16

Payments for acquisitions -21 -106 -28 -83 -7 0 0

Financial investments 0 0 -83 -12 -24 0 0

Income from asset disposals 0 0 0 0 0 0 0

Net cash provided by investing activities -58 -131 -162 -170 -87 -64 -73

Change in financial liabilities 53 9 130 -153 12 50 0

Dividends paid -10 -11 -12 -15 -16 -16 -16

Purchase of own shares 0 0 0 0 0 0 0

Capital measures 0 141 0 367 0 0 0

Other 0 -5 -10 -15 -36 -240 0

Net cash provided by financing activities 42 134 107 184 -40 -206 -16

Change in liquid funds 30 98 72 143 84 17 255

Effects of exchange-rate changes on cash 0 -1 -1 2 0 0 0

Cash and cash equivalent at end of period 142 240 311 501 656 673 928

Financial Ratios 2011 2012 2013 2014 2015e 2016e 2017e

Cash Flow

FCF 77 99 105 148 204 268 338

Free Cash Flow / Sales 11.3 % 17.8 % 17.8 % 14.3 % 20.7 % 23.0 % 23.3 %

Free Cash Flow Potential 63 77 74 114 146 202 263

Free Cash Flow / Net Profit 59.8 % 96.7 % 103.8 % 79.7 % 103.5 % 117.0 % 111.4 %

Interest Received / Avg. Cash 0.2 % 0.8 % 0.3 % 0.1 % 0.1 % 0.0 % 0.0 %

Interest Paid / Avg. Debt 1.4 % 1.9 % 1.4 % 1.6 % 1.5 % 1.7 % 1.6 %

Management of Funds

Investment ratio 2.7 % 6.4 % 8.6 % 7.2 % 7.5 % 6.6 % 6.3 %

Maint. Capex / Sales 2.8 % 3.6 % 8.3 % 8.3 % 7.3 % 5.7 % 4.7 %

Capex / Dep 104.9 % 162.0 % 150.5 % 107.3 % 127.3 % 113.3 % 111.5 %

Avg. Working Capital / Sales 10.5 % 9.8 % 5.6 % 7.0 % 8.6 % 5.4 % 2.8 %

Trade Debtors / Trade Creditors 134.5 % 115.1 % 107.6 % 118.8 % 120.5 % 107.5 % 105.8 %

Inventory Turnover 242.8 x 141.3 x 61.9 x 102.9 x 81.0 x 104.6 x 125.4 x

Receivables collection period (days) 205 200 211 215 183 162 143

Payables payment period (days) 261 297 329 320 281 279 250

Cash conversion cycle (Days) -259 -293 -319 -314 -274 -274 -246

CAPEX and Cash Flow in EUR m

Source: Warburg Research

Free Cash Flow Generation

Source: Warburg Research

Working Capital

Source: Warburg Research

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The analysts of Warburg Research GmbH do not receive a gratuity – directly or indirectly – from the investment banking activities of M.M.Warburg &

CO (AG & Co.) KGaA or of any company within the Warburg Group.

All prices of financial instruments given in this financial analysis are the closing prices on the last stock-market trading day before the publication date

stated, unless another point in time is explicitly stated.

M.M.Warburg & CO (AG & Co.) KGaA and Warburg Research GmbH are subject to the supervision of the Federal Financial Supervisory Authority,

BaFin.

SOURCES

All data and consensus estimates have been obtained from FactSet except where stated otherwise.

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Additional information for clients in the United States

1. This research report (the “Report”) is a product of Warburg Research GmbH, Germany, a fully owned subsidiary of M.M.Warburg & CO (AG & Co.)

KGaA, Germany (in the following collectively “Warburg”). Warburg is the employer of the research analyst(s), who have prepared the Report. The

research analyst(s) reside outside the United States and are not associated persons of any U.S. regulated broker-dealer and therefore are not subject

to the supervision of any U.S. regulated broker-dealer.

2. The Report is provided in the United States for distribution solely to "major U.S. institutional investors" under Rule 15a-6 of the U.S. Securities

Exchange Act of 1934.

3. Any recipient of the Report should effect transactions in the securities discussed in the Report only through J.P.P. Euro-Securities, Inc., Delaware.

4. J.P.P. Euro-Securities, Inc. does not accept or receive any compensation of any kind for the dissemination of the research reports from Warburg.

Reference in accordance with section 34b of the German Securities Trading Act (WpHG) and the Ordinance on the Analysis of Financial Instruments (FinAnV) regarding possible conflicts of interest with the analysed company:

-1- Warburg Research, or an affiliated company, or an employee of one of these companies responsible for the compilation of the

research, hold a share of more than 5% of the equity capital of the analysed company.

-2-

Warburg Research, or an affiliated company, within the last twelve months participated in the management of a consortium

for an issue in the course of a public offering of such financial instruments, which are, or the issuer of which is, the subject of the

financial analysis.

-3- Companies affiliated with Warburg Research manage financial instruments, which are, or the issuers of which are, subject of

the financial analysis, in a market based on the provision of buy or sell contracts

-4-

Warburg Research, or an affiliated company, were in the last twelve months bound by a service agreement with the issuers,

who are themselves or their financial instruments are, subject of the financial analysis, in connection with investment banking

business for which a service or a promise of a service emanated.

-5- The company compiling the analysis or an affiliated company had reached an agreement on the compilation of the financial

analysis with the analysed company.

-6- Companies affiliated with Warburg Research regularly trade financial instruments of the analysed company or derivatives of

these.

-7- The company preparing the analysis as well as its affiliated companies and employees have other important interests in

relation to the analysed company, such as, for example, the exercising of mandates at analysed companies.

Company Disclosure Link to the historical price targets and rating changes (last 12 months)

Wirecard 6, 7 http://www.mmwarburg.com/disclaimer/disclaimer_en/DE0007472060.htm

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INVESTMENT RECOMMENDATION

Investment recommendation: expected direction of the share price development of the financial instrument up to the given price target in the opinion of

the analyst who covers this financial instrument.

-B- Buy: The price of the analysed financial instrument is expected to rise over the next 12 months.

-H- Hold: The price of the analysed financial instrument is expected to remain mostly flat over the next 12

months.

-S- Sell: The price of the analysed financial instrument is expected to fall over the next 12 months.

“-“ Rating suspended: The available information currently does not permit an evaluation of the company.

WARBURG RESEARCH GMBH – RESEARCH UNIVERSE BY RATING

Rating Number of stocks % of Universe

Buy 127 66

Hold 56 29

Sell 4 2

Rating suspended 4 2

Total 191 100

WARBURG RESEARCH GMBH – ANALYSED RESEARCH UNIVERSE BY RATING P

P taking into account only those companies which were provided with major investment banking services in the last twelve

months.

Rating Number of stocks % of Universe

Buy 26 81

Hold 4 13

Sell 1 3

Rating suspended 1 3

Total 32 100

PRICE AND RATING HISTORY WIRECARD AS OF 10.03.2016

The chart has markings if Warburg Research GmbH changed its

rating in the last 12 months. Every marking represents the date

and closing price on the day of the rating change.

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EQUITIES Roland Rapelius +49 40 3282-2673 Head of Equities [email protected] RESEARCH Michael Heider +49 40 309537-280 Andreas Pläsier +49 40 309537-246 Head of Research [email protected] Banks, Financial Services [email protected]

Henner Rüschmeier +49 40 309537-270 Malte Räther +49 40 309537-185 Head of Research [email protected] Telco, Internet, Media [email protected]

Lucas Boventer +49 40 309537-290 Jochen Reichert +49 40 309537-130 Renewables, Internet, Media [email protected] Telco, Internet, Media [email protected]

Christian Cohrs +49 40 309537-175 J. Moritz Rieser +49 40 309537-260 Engineering, Logistics [email protected] Real Estate [email protected]

Felix Ellmann +49 40 309537-120 Arash Roshan Zamir +49 40 309537-155 Software, IT [email protected] Cap. Goods, Renewables [email protected]

Jörg Philipp Frey +49 40 309537-258 Malte Schaumann +49 40 309537-170 Retail, Consumer Goods [email protected] Technology [email protected]

Harald Hof +49 40 309537-125 Oliver Schwarz +49 40 309537-250 Medtech [email protected] Chemicals, Agriculture [email protected]

Ulrich Huwald +49 40 309537-255 Marc-René Tonn +49 40 309537-259 Health Care, Pharma [email protected] Automobiles, Car Suppliers [email protected]

Thilo Kleibauer +49 40 309537-257 Björn Voss +49 40 309537-254 Retail, Consumer Goods [email protected] Steel, Car Suppliers [email protected]

Eggert Kuls +49 40 309537-256 Andreas Wolf +49 40 309537-140 Engineering [email protected] Software, IT [email protected] INSTITUTIONAL EQUITY SALES Holger Nass +49 40 3282-2669 Marie-Therese Grübner +49 40 3282-2630 Head of Equity Sales, USA [email protected] France, Switzerland [email protected]

Klaus Schilling +49 40 3282-2664 Michael Kriszun +49 40 3282-2695 Dep. Head of Equity Sales, GER [email protected] United Kingdom [email protected]

Tim Beckmann +49 40 3282-2665 Marc Niemann +49 40 3282-2660 United Kingdom [email protected] Germany [email protected]

Lyubka Bogdanova +49 69 5050-7411 Fabian Roggemann +49 40 3282-2667 United Kingdom, Australia [email protected] USA [email protected]

Jens Buchmüller +49 69 5050-7415 Sanjay Oberoi +49 69 5050-7410 Scandinavia, Austria [email protected] United Kingdom [email protected]

Paul Dontenwill +49 40 3282-2666 Juliane Willenbruch +49 40 3282-2694 USA [email protected] Roadshow/Marketing [email protected]

Matthias Fritsch +49 40 3282-2696 United Kingdom [email protected]

SALES TRADING Oliver Merckel +49 40 3282-2634 Jörg Treptow +49 40 3262-2658 Head of Sales Trading [email protected] Sales Trading [email protected] Michael Ilgenstein +49 40 3282-2700 Jan Walter +49 40 3262-2662 Sales Trading [email protected] Sales Trading [email protected] Bastian Quast +49 40 3282-2701 Sales Trading [email protected] MACRO RESEARCH Carsten Klude +49 40 3282-2572 Dr. Christian Jasperneite +49 40 3282-2439 Macro Research [email protected] Investment Strategy [email protected] Matthias Thiel +49 40 3282-2401 Macro Research [email protected]

Our research can be found under: Warburg Research research.mmwarburg.com/en/index.html Thomson www.thomson.com Bloomberg MMWA GO Reuters www.knowledge.reuters.com FactSet www.factset.com Capital IQ www.capitaliq.com For access please contact:

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