Munich (pta029/26.09.2023/14:00 UTC+2)
In mid-July of this year, at the request of the Supervisory Board at short notice, I took over as Chairman of the Board of Management of UMT United Mobility Technology AG ("UMT AG") with immediate effect.
As you may know, I myself have also been a loyal shareholder of UMT AG since 2013 and am therefore already highly interested in the well-being of the company.
Now that a few days have passed since I took office, please allow me to provide you with a brief update on the state of affairs at UMT AG.
1. Annual audit and Annual report 2022
One of the most urgent tasks on the part of the Board of Management was and still is the completion of the annual financial statements for the past fiscal year 2022, which unfortunately got off the ground late.
Usually, preparations for the annual financial statements are started in February of the following year at the latest. Unfortunately, this did not happen. After taking office, my team and I were able to complete most of this work in just a few weeks and also have the value of our investments assessed. Together with our accounting department and the auditors, we are currently working flat out to complete the audit so that we can publish the annual financial statements in good time.
2. Date of the Annual General Meeting
As a result of the delays described above in preparing and auditing the annual financial statements for 2022, we have not yet been able to set a date for the Annual General Meeting.
Please be assured that we will also announce the date of the next Annual General Meeting, which will be held this year as a presentation event, immediately following the publication of the annual financial statements. There you will have the opportunity to address your open questions and issues directly with us.
A few days ago, you received an ad hoc announcement on the current status of our lawsuit concerning our shareholding in the two Buchberger companies. It is customary to say that one should not comment on ongoing proceedings. However, I feel it is necessary to explain to you at least the broad outlines of what is at stake.
In its ruling of September 12, 2023, Ingolstadt Regional Court dismissed an action brought by UMT AG. UMT AG had sued in particular for a declaration that it was the sole shareholder of two Buchberger GmbHs (hereinafter: "Buchberger companies"), whose original sole shareholder was KB Holding GmbH. The action became necessary after KB Holding GmbH, due to disputes over the annual financial statements, arbitrarily obtained a change in the shareholder lists filed with the Commercial Register in its favour.
The main point of dispute is the question of whether the capital increase, which was the basis for the contribution of the shares of the Buchberger companies to UMT AG, was effectively registered with the commercial register in good time. The background to this was to ensure the implementation of the capital increase and the creation of the new shares, because the purchase price for KB Holding GmbH was to be financed from this. The capital increase was filed in due time, it was entered in the Commercial Register, and the shares were created. However, KB Holding GmbH claims that the registration suffers from formal defects and is therefore invalid. UMT AG takes the view that the security purpose has been fulfilled because the capital increase has been registered and the shares have come into existence. The alleged defects in the registration of the capital increase, even if they existed, would not be able to lead to the cancellation of the capital increase. Therefore, it had become and remained the owner of the shareholdings in the Buchberger companies. The Free State of Bavaria joined the dispute on the side of UMT AG and fully supported UMT AG's legal opinion.
The Ingolstadt Regional Court is of the opinion that it is not bound in its decision by the registration of the capital increase and the creation of the shares. It apparently believes that it can decide what it wants irrespective of the security purpose that has occurred and irrespective of the exclusive competence of the Munich Commercial Register to decide on the validity of the registration in the context of official cancellation proceedings. UMT AG has appealed against the ruling and is confident that the legal error will be corrected by the Munich Higher Regional Court.
For you, as shareholders, this means the following: We, the Board of Management of UMT AG as well as the lawyers representing us, assume that we will ultimately win this legal dispute and that we will once again be entered in the commercial register as the undisputed owners of the two Buchberger companies. Furthermore, in the event that the action is dismissed in the final instance, the resulting incorrect entry in the register could also give rise to a liability for damages on the part of the Free State of Bavaria against UMT AG.
UMT AG's strategy has always been, and will continue to be, to establish a modern, technology-oriented company with a digital brand core. We see the main business areas as being B2B in the context of the Internet of Things, document management and payment / smart rental (using UMT's own platform, which is also used by PAYBACK PAY and which can be considered for many other uses), as well as using artificial intelligence as an enabler.
We have also made considerable progress in these areas in recent months and are in concrete talks with potential companies that can optimally complement UMT AG's competence profile.
5. What you can expect now
The next steps for the UMT AG team are the immediate completion of the annual financial statements and the 2022 annual report, followed by the invitation to the Annual General Meeting, at which we will certainly be able to present further interesting news.
Let me assure you that it is my personal concern to steer UMT AG into stable waters with highly interesting and scalable business areas in the future and to significantly intensify communication with you, our shareholders.
Please stay with us,
CEO of UMT AG
About UMT AG:
UMT United Mobility Technology AG stands as a "TechnologyHouse" for the development and implementation of customized solutions for the digitalization of business processes. With Mobile Payment, Smart Rental and MEXS, UMT has technological platforms for payment, digital rental and now also for communication. The software-oriented technology portfolio now extends far beyond payment and also includes commerce, IoT and, with MEXS, communication, and forms the basis for forward-looking, integrated products. UMT is now much more than a FinTech company and serves the retail and rental sectors as well as industry.
The IT and consulting expertise built up over a decade in the field of e-commerce and payment is the basis for value-creating investments in companies that contribute to the digital transformation of the co-testing environment and thus provides the answers to the most pressing questions of companies. The focus of the investment activities is on medium-sized companies with future-oriented and stable business models. The aim is to participate in the digital transformation with a forward-looking buy-and-build strategy and thus to achieve significant revenue and earnings growth in the UMT Group with sustainable profitability and steady cash flow.
UMT United Mobility Technology AG
Brienner Straße 7
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