The Payments Group Holding GmbH & Co. KGaA: German Tech Holding expects a prompt resolution of the disputes with SGT Capital and incoming payments in 2026

Frankfurt am Main (pta002/28.08.2026/01:09 UTC+2)

German Tech Holding expects a prompt resolution of the disputes with SGT Capital Group and incoming payments of 0.5 to 1 million euros still in 2026

• GTH receivables versus SGT Group of 6.1 million euros, or 54 cents per share, approximately half of which overdue for a considerable time
• SGT Group's ability to pay in this respect apparently depends predominantly on the planned exit from its Utimaco investment
• GTH's willingness to partially extend the term of a loan of 4.2 million euros to SGT Capital LLC secured by valuable collateral
• Achievement of five important court successes against SGT Group
• Presumed authorship of a criminal anonymous email smear campaign containing baseless allegations of child abuse by SGT partner Marianne Rajic
• Further dissemination of a defamatory email from the anonymous defamation campaign containing baseless allegations of child abuse, and submission of a presumably false affidavit to the contrary, by SGT partner Carsten Geyer

Frankfurt/Main, 27 August 2026 – Legal disputes have existed since their separation in February 2024 between the former The Payments Group Holding (PGH), renamed German Tech Holding (GTH) by resolution of the Annual General Meeting of 19.08.2026, an investment company founded in 2012 and based in Frankfurt am Main, and SGT Capital LLC (SGTLLC), based in the Cayman Islands and managed by Joseph Pacini and Carsten Geyer, together with its affiliated companies (SGT Group), concerning, among other things, receivables of GTH from SGT Group now amounting to around 6.1 million euros, of which, in GTH's view, just under half have been overdue for a considerable time. GTH's receivables consist of a loan receivable of 4.2 million euros from SGT Capital LLC, loan and other receivables of 0.5 million euros from SGT Beteiligungsberatung (SGTBB) and a claim for reimbursement of expenses of 1.4 million euros against SGT Capital Fund II. In GTH's view, the SGT debtors, including SGT Capital Fund II administered by CSC Intertrust, are in default of payment.

SGT Group had on several occasions complained to BaFin, Deutsche Börse and GTH's Supervisory Board about an allegedly incomplete disclosure of the disputes on GTH's part. Following the end of a confidentiality arrangement in place since March, GTH is therefore now reporting comprehensively on the current status in its various facets, in order to allow the capital market public to form its own picture of the situation and of the opportunities and risks.

SGT Group, its partners, in particular Joseph Pacini and Carsten Geyer, and its predecessor company XiO are or have already previously been involved in a large number of legal disputes around the globe, in some cases even among themselves. Whether the circumstance that Joseph Pacini did not possess credit cards of his own during the cooperation with PGH and was at times dependent on borrowing a credit card from GTH's managing director and otherwise on company credit cards, which he also used for private expenses, might constitute an indication as to the outcome of the legal disputes concerning XiO is beyond GTH's knowledge.

Immediately from the time of the separation from GTH, SGT Group evaded almost all of its existing payment obligations towards GTH in breach of agreements. In addition, following the separation, irregularities successively came to light at the GTH subsidiary TGS24 Capital Pte. Ltd. (TGS24), which was managed at the time by the SGT partners Marianne Rajic, Dr. Marcel Normann and Jens Dino Steinborn as well as the SGT Finance Director Paul Wong, which culminated in a corresponding report of a forensic investigation conducted by Kroll Associates Pte. Ltd. from 2024 to 2026.

With regard to the claim for reimbursement of expenses of 1.4 million euros due since 2024, SGT Group has apparantly succeeded in inducing the fund administrator CSC Intertrust to remove GTH as creditor of these liabilities of the fund in the fund's accounting records and fund documents and to replace it with one of its own affiliated companies. This happened apparently in order to deprive GTH of this asset, and this by way of a mere, purportedly debt-discharging resolution of the debtor itself, represented by its general partner controlled by SGTLLC, based on a letter, erroneous in GTH's view, from an attorney, Michael Meylan, Strelia law firm in Luxembourg. GTH assumes that both CSC Intertrust and Strelia are liable to GTH for any and all damages arising from this occurrence, which it considers incredible.

In GTH's assessment, SGT Group would presumably not currently be in a position at all to fully meet its due payment obligations towards GTH. Rather, SGT Group's ability to service the bulk of the due receivables appears to depend on the exit from its Utimaco investment of 2021, which could naturally be delayed. In this respect, GTH has in principle indicated its willingness to extend the term of part of its loan to SGTLLC, currently valued at 4.2 million euros, by just under 1½ years.

For its receivables from SGT Group in the amount of around 6.1 million euros, GTH in its opinion should be able to hold liable both the former directors of TGS24, Marianne Rajic, Marcel Normann, Jens Dino Steinborn and Paul Wong, each as joint and several debtors in an amount yet to be determined, and – insofar as the damaging acts uncovered constitute neither intent nor gross negligence – the D&O insurance taken out for them, as well as, for the partial amount of 4.2 million euros, the distribution claims of SGTLLC assigned as collateral arising from an investment in SGT Capital Fund II, which in turn holds a stake in Utimaco. GTH receivables of 1.4 million euros are directed against SGT Capital Fund II, which holds a stake in Utimaco, and its general partners. These debtors should have good credit standing. In addition, in GTH's assessment, CSC Intertrust as fund administrator is liable for the proper use of the fund assets of SGT Capital Fund II. GTH has asserted a partial amount of the 1.4 million euros in the amount of 0.5 million euros by way of legal action with the liquidator of the Luxembourg vehicle of SGT Capital Fund II, which is in voluntary liquidation and was previously renamed. GTH expects a prompt inflow of 0.5 million euros here from the estate administered by the liquidator, insofar as this is sufficient, or alternatively from a capital call to be carried out among its shareholders, or from the assets of the fund's general partner, as far as known SGT Capital GP Sarl.

In GTH's assessment, the final maturity of the loan agreed in 2022 as of 31.12.2027 should place SGTLLC under pressure either to reach an agreement with GTH on an extension of the term or to carry out a sale of Utimaco with closing before 31.12.2027, which, in view of the necessary approvals, would presumably require the conclusion of a purchase agreement in spring 2027 at the latest. Specifically, it does not appear unlikely to GTH that, in the event that no exit has taken place by then, SGTLLC would not be in a position to repay GTH's loan as agreed and could run into economic turbulence or even into liquidation proceedings, such that SGTLLC could be placed under receivership, as was already the case on 12.04.2019 with the SGT predecessor fund XiO Fund I LP, and which could extend to the subsidiaries of SGTLLC including the general partners of the SGT funds. In GTH's assessment, such a risk scenario could even prompt intervention by the German Minister for Economic Affairs, the English Minister for Business and Energy and the US Committee on Foreign Investment in the US (CFIUS), which is subordinate to Homeland Security, since Utimaco – as far as GTH is aware – is classified in these countries as relevant to national security. In addition, it presumably could not naturally be entirely ruled out that the financial supervisory authorities in the jurisdictions affected by SGT, for example BaFin, FSA, finma, CSSF, MAS and/or the SEC, would become involved. The Utimaco deal agreed in 2021 is SGT Group's only private equity investment since its founding in 2019, after a further deal (Elatec) failed in 2023 and, as far as GTH is aware, no such investments have taken place since. The fate of the Utimaco investment therefore appears all the more important for that of SGT Group.

The key investors of the SGT funds, initially EQT and Bain Capital Credit as well as institutional investors such as Capital Dynamics, Commonfund, Flandrin Capital, University of Wisconsin Foundation, UBS Global Wealth Management or their HNWI clients, would naturally be expected to attempt to prevent any threatened effects of SGT Group's financial situation on the Utimaco exit or its timing. This should also apply to Utimaco itself, its CEO Stefan Auerbach and its in part high-calibre Advisory Board around Didier Lamouche and Malte Pollmann. In this respect, in GTH's view there is the prospect that they might encourage SGT Group to find amicable agreements with GTH on the settlement of GTH's receivables etc.

Irrespective of the timing of its occurrence as well, in GTH's assessment the mere necessity of an exit from Utimaco should place SGTLLC under pressure to reach an agreement with GTH, because several editors regarded as investigative have already conducted research with GTH into SGT Group and are possibly already waiting for a suitable occasion to report. It should therefore be in SGT Group's interest that GTH, having been harmed by SGT Group and its partners, then does not comment on this.

Furthermore, with regard to its presumably existential arbitration proceedings with Summit Partners conducted in Munich concerning the failure of the Elatec deal, involving claims for damages presumably in the double-digit millions, SGT Group appears to owe the disposition over the data of the email account of GTH's managing director under the domain @sgt-capital.com, which it appropriated in November 2023 with the assistance of the law firm Willkie Farr Gallagher (WFG), unlawfully in GTH's view, and in respect of which GTH's managing director has asserted a claim for deletion. Should the Hessische Beauftragte für Datenschutz und (HBDI) order such deletion, SGT Group would possibly be dependent on his consent in order to be able to meet its obligations in the arbitration proceedings.

GTH has come to the conviction that, as early as 2020, in the initiation of the cooperation and the contribution of its asset manager, it was fraudulently deceived by SGTLLC regarding the latter's alleged capital commitments and fundraising prospects. In GTH's assessment, this could also have been causal for the failure of the Elatec deal in 2023, on which WFG advised on the SGT side, which in turn led to the discontinuation of GTH's private equity business and to its separation from SGT Capital LLC as major shareholder and from its partners as directors of TGS24. Joseph Pacini was responsible for SGT Group's fundraising at that time, which largely failed as measured against its own targets. It could be attributable to reputational damage from the era of its predecessor private equity asset manager XiO and its funds, which culminated in the receivership of a fund and in legal disputes. There are good reasons to believe that GTH could be entitled to claims for damages arising from its non-cash capital increase in 2020/21 and the contribution agreement, and that these would in this case have high economic value. To what extent SGTLLC would be economically in a position to service such claims is beyond GTH's knowledge.

In recent months, GTH has achieved five important court successes against SGT Group:

• SGT Group sought to have GTH prohibited from making public statements of 11.12.2025 concerning the collateralization of GTH's receivables and of 16.12.2025 regarding its numerous legal disputes around the globe and a covert defamation campaign against GTH which SGT Group had conducted at the end of 2025 with the involvement of the attorneys Johannes Schmidt and Matthias Schrader, WFG, vis-à-vis BaFin, Deutsche Börse, business partners, portfolio companies and GTH's Supervisory Board. The Regional Court of Frankfurt am Main dismissed both applications on 12.03.2026 because it considers the statements to be permissible. SGT Group has filed appeals, on which a decision is expected in 2027.
• Carsten Geyer, founder and Co-Managing Partner of SGT Capital and key person of SGT Capital funds which hold control over Utimaco, sought to have GTH prohibited from making an email statement of 05.12.2025 to the effect that he had further disseminated an anonymous defamation containing baseless allegations of child abuse against a corporate body of GTH. In substantiation, he submitted an affidavit and presented it to the Regional Court of Frankfurt am Main, which, according to the information available to GTH, is contradicted by an actual forwarding.

The matter of Carsten Geyer's presumably false affidavit is under review by the Public Prosecutor's Office in Frankfurt am Main.

Mr Geyer evaded the order requiring his personal appearance at the oral hearing on 18.02.2026 through elaborate trickery vis à vis the court, with the involvement of attorney Matthias Schrader, WFG, and Paul Bülow, KNPZ.

On 18.03.2026, the Regional Court lifted the preliminary injunction initially issued against GTH on the basis of Carsten Geyer's presumably false affidavit and dismissed the application by way of a default judgment. He evaded the hearing in the subsequent opposition proceedings by withdrawing his opposition on the day before the scheduled date.

• Marianne Rajic, attorney and SGT partner with lead responsibility for SGT Group's legal matters, sought to have GTH prohibited from making email statements from June 2025 to the effect that she was either herself the perpetrator of a criminal, anonymous email smear campaign against GTH and its corporate bodies or was connected with the perpetrator. During the legal disputes between SGT Group and GTH, from December 2024 until at least April 2025, GTH and its corporate bodies became the victims of an extremely vile, cowardly and criminal defamation campaign by means of anonymous emails, potentially destructive of existence in commercial, professional and social terms. These emails were directed not only at the business environment such as BaFin, the financial press, stock analysts, business partners, their employees, major shareholders and other organizations, but also at addressees from the social and private environment. One particularly serious email to the Frankfurt Union International Club, which counts Carsten Geyer and Jens Dino Steinborn among its members, contained the baseless allegation of child abuse against a corporate body of GTH. What followed was a months-long, veritable detective story in GTH's investigation of the anonymous perpetration.

On 09.04.2026, the Higher Regional Court of Frankfurt am Main ruled, on the basis of the evidence submitted, that it must be assumed for procedural purposes that the statements regarding the authorship of the anonymous smear campaign in relation to Marianne Rajic are true and therefore permissible. GTH has accordingly credibly demonstrated with regard to her person that she is causally co-responsible for the sending of the anonymous emails.

GTH has filed a criminal complaint against Marianne Rajic on account of the anonymous defamation campaign, to launch an investigation.

• On account of alleged defamations of SGT Group and its partners in business correspondence with CSC Global and CSC Intertrust as fund administrators of SGT Capital Fund II funds, with Hans de Zwart as managing director of SGT Capital GP Sarl, and Nigel Lequesne as CEO of the JTC Group, which provides asset management services in Luxembourg and provides SGT Capital GP Sarl with its managing director Hans de Zwart as managing director, SGT Group has filed a criminal complaint against GTH and its managing director at the Tribunal in criminal matters of and in Luxembourg and has asserted claims for damages. At its hearing on 28.04.2026, the court informed SGT Group that its applications have no prospect of success unless, firstly, the objected-to statements are specified precisely and, secondly, GTH's emails containing them, submitted in the English language, together with annexes, are submitted in certified translation into the French or German language.

Possibly the criminal complaint, which in GTH's view is baseless, as well as the subsequent action for counterclaims in Luxembourg, which in GTH's view is likewise baseless, served only to reassure CSC Global, CSC Intertrust and Hans de Zwart as responsible external managing director of SGT Capital GP Sarl with regard to the aforementioned attempted misappropriation of the 1.4 million euros GTH receivable by SGT Group.

GTH classifies SGT's claim for damages asserted with the criminal complaint as an attempt to mislead the court, since it is largely composed of legal fees which bear no connection whatsoever to the correspondence in question.

GTH's lawyers even recommend that it examine the filing of criminal complaints against the former directors of TGS24 in Germany and Singapore on account of the measures described in the objected-to statements, and a counter criminal complaint in Luxembourg for false accusation.

Whether SGTLLC, its partners and the funds managed by them can, in view of the aforementioned circumstances, continue to be regarded as suitable to hold control over a company relevant to the national security of Germany, England and the USA such as Utimaco is beyond GTH's knowledge.

• In the assessment of GTH's lawyers, even after several extensions of deadlines, SGT Group was unable to substantiate conclusively its action filed in January 2025 for a declaratory judgment on a counterclaim against TGS24 in Luxembourg, let alone to prove the existence of the claims, which in GTH's view are far-fetched. The extensive party expert opinion of the Frankfurt auditor Guido Althaus submitted on this in the meantime also appears not to address the decisive legal questions at all and to be neither complete nor correct; rather, the accounting transactions meticulously depicted therein appear if anything to corroborate GTH's position. Rather, it is based on the assertion of the existence of an agreement which simply does not exist, according to which certain one-off revenues of TGS24 were in reality advance payments for services to be rendered in the future. Even if such counterclaims against TGS24 existed, they would in any event not be offsettable against GTH's secured loan receivable from SGT Capital LLC in the amount of 4.2 million euros and therefore of no economic relevance for GTH.

Consequently, in GTH's view, the legal disputes initiated by SGT Group are predominantly going against SGT Group, generating reputational damage and reputational risks and causing considerable distraction and legal costs. In this respect, GTH's management assumes that SGT Group's stance, which has already turned constructive, will culminate in a settlement agreement and that GTH will receive significant payments of 0.5 to 1 million euros as early as 2026, with the remainder in the period from 2027 to early summer 2029. GTH's receivables from SGT Group alone amount to 54 cents per share and thus more than double the current stock market price of the GTH share.

GTH has no explanation for the question frequently put to it in this context as to how SGT Group is financing all of its disputes with Summit Partners, GTH and third parties at all in view of the circumstances. It is not aware of the extent to which the imposition of litigation costs on SGT Capital Fund II in the amount of up to 3.35 million euros also encompasses the litigation costs with GTH, and/or whether the law firm Willkie Farr Gallagher LLP acting for SGT Group may be granting SGT Group substantial credit on a lasting basis. In both cases, GTH surmises that the budgets should be largely exhausted.

In the event of any discrepancies between the English and German versions of this press release, the German version shall prevail.

About German Tech Holding

German Tech Holding (GTH) is a holding company founded in 2012 and based in Frankfurt am Main. GTH traded under the name The Payments Group Holding until 19.08.2026.

During its active years as a leading German venture capital provider under the name German Startups Group, GTH held stakes with great success in, among others, Chrono24, Delivery Hero, Fiagon, MisterSpex, Remerge and Scalable Capital. To this day it holds investments including AuctionTech, SoundCloud and Thinksurance. Through its SaaS-based white-label solution PropNow for digital bidding and offer processes in the real estate market, AuctionTech is the European market leader.

GTH pursues opportunities in the fields of artificial intelligence and biotech. Cognicare AI, a spin-off from GTH's investment in the company builder Softmax AI, addresses the structurally growing market for senior care facilities with highly sought-after AI applications. Softmax AI plans several further spin-offs over the next twelve months for various product families already at an advanced stage of development for dedicated customer groups.

In addition, GTH is working on the realization of its receivables from SGT Capital Group in the amount of 6.1 million euros.

More Information: www.tpgholding.com.

Securities ID number A1M MEV

ISIN DE000A1MMEV4

Symbol GTH

Investor Relations Contact

Rosenberg Strategic Communications
Dirk Schmitt
d.schmitt@rosenbergsc.com

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Emitter:	The Payments Group Holding GmbH & Co. KGaA Humboldtstraße 60B 60318 Frankfurt am Main Germany
Contact Person:	Investor Relations
Phone:	+49 69 348690520
E-Mail:	ir@tpgholding.com
Website:	www.tpgholding.com
ISIN(s):	DE000A1MMEV4 (Share)
Stock Exchange(s):	Free Market in Dusseldorf, Frankfurt (Scale), Munich, Stuttgart, Tradegate BSX