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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

2004. This decrease was

2004. This decrease was primarily due to cost reductions implemented as part of the strategy adopted by iesy after the iesy Acquisition and which took full effect in 2004. This includes a reduction in the leased car fleet, a reduction in rental fees for various facilities which were identified as being surplus in 2003, and the renegotiation of various service provider costs, including MSG. Other Interest and Similar Income Other interest and similar income remained constant at €1.3 million between the year ended December 31, 2003 and the year ended December 31, 2004. Interest and Similar Expenses Interest and similar expenses include interest and fees paid with respect to iesy’s senior credit facilities. Other interest and similar expenses decreased by €5.3 million, or 48.3%, from €11.0 million in the year ended December 31, 2003 to €5.7 million in the year ended December 31, 2004. This decrease was primarily due to improved operating performance which enabled iesy to benefit from more favorable margins and lower interest rates under its senior credit facilities and also result from a lower amount of total debt outstanding following the prepayment of €50.0 million of our Senior Credit Facilities in August 2004. Extraordinary Income In the year ended December 31, 2003, extraordinary income was €1.2 million, primarily due to a reversal of 2002 accruals related to the restructuring of iesy’s operations and a change in strategic direction following the iesy Acquisition. Extraordinary Expenses Extraordinary expenses include expenses incurred as a result of the iesy Acquisition and the operational restructuring, which took place immediately following the implementation of the iesy Acquisition. Extraordinary expenses in 2003 included refinancing and operational restructuring expenses in relation with the iesy Acquisition (€21.7 million), costs relating to staff reduction such as severance payments (€3.8 million), and the termination of the cable network expansion (€3.1 million). Extraordinary expenses amounted to €28.7 million in the year ended 2003. iesy had no extraordinary expenses in the year ended December 31, 2004. Taxes on Income iesy incurred no taxes on income in the year ended December 31, 2003 and incurred €3.7 million in the year ended December 31, 2004. This increase was primarily due to the fact that iesy had improved operating performance for the year ended December 31, 2004 which resulted in a positive net profit before tax. As a result, iesy accrued taxes on income in 2004 which will be payable in future periods. Net Profit and Loss Net loss was €5.5 million in the year ended December 31, 2003 compared to a net profit of €6.0 million in the year ended December 31, 2004. This change was caused by the factors indicated above. Liquidity and Capital Resources as of and for the years ended December 31, 2003 and 2004 Cash Flow iesy’s primary sources of liquidity are cash flows from operating activities and bank borrowings. The table below summarizes iesy’s cash flow for the two-year period ended December 31, 2003 and 2004. 100 Year ended December 31, 2003 2004 (€’000s) Cash flow from operating activities 26,830 48,198 Cash flow from investing activities 21,112 (6,678) Cash flow from financing activities 9,980 (56,213)

Cash Flow from Operating Activities iesy’s cash flow provided from operating activities increased by €21.4 million from a cash inflow of €26.8 million in the year ended December 31, 2003 to a cash inflow of €48.2 million in the year ended December 31, 2004. This increase was due to an increase in net profit in 2004 combined with an improved trade receivables balance at December 31, 2004 as compared to December 31, 2003. Cash Flow from Investing Activities iesy’s cash flow from investing activities decreased by €27.8 million from a cash inflow of €21.1 million in the year ended December 31, 2003 to a cash outflow of €6.7 million in the year ended December 31, 2004. This change was due to the acquisition by the Company of the New iesy group effective January 15, 2003 and represents the cash and bank account balances within the New iesy group of €24.5 million at that date, which resulted in a cash inflow from investing activities. This change was off-set in part by iesy’s investments in fixed assets and expansion of business, which increased by €3.3 million from €3.4 million in the year ended December 31, 2003 to €6.7 million in the year ended December 31, 2004, which included approximately €5.2 million primarily for the development of iesy’s Level 3 network. Cash Flow from Financing Activities iesy’s cash flow from financing activities decreased by €66.2 million from a cash inflow of €10.0 million in the year ended December 31, 2003 to a cash outflow of €56.2 million in the year ended December 31, 2004. This decrease was due to a €50.0 million prepayment and €5.0 million repayment in the year ended December 31, 2004 of iesy’s Senior Credit Facilities and a €10.0 million cash capital increase at New iesy in 2003. As a result of the factors described above, iesy’s cash balance was €58.0 million and €43.3 million as at December 31, 2003 and 2004, respectively. Capital Resources We will maintain cash and cash equivalents to fund the day-to-day requirements of its business. We expect to hold cash primarily in euros. Historically, we have relied primarily upon bank borrowings and cash flow from operations to provide funds required for acquisitions and operations. Our principal source of liquidity on an on-going basis will be our operating cash flows. Our ability to generate cash from our operations will depend on our future operating performance, which is in turn dependent, to some extent, on general economic, financial, competitive, market, regulatory and other factors, many of which are beyond our control, as well as the other factors discussed above and in the section entitled “Risk Factors.” We believe that our bank borrowings and cash flow from operations will be sufficient to fund our currently anticipated working capital needs, capital expenditures, and debt service requirements, although we cannot assure you that this will be the case. To the extent that we are not able to fund any principal payment at maturity with respect to the Existing Notes or the Notes or any interest payment when due with cash flow from operations, we will be required to refinance this indebtedness with additional credit facilities or the issue of new debt or equity securities in the capital markets. Any failure to raise additional necessary funds would result in a default under the Senior Credit Facilities and a default under the Existing Notes and the Notes. We anticipate that we will have to refinance in part the payment of the Notes at maturity. Neither Apollo nor any of our other shareholders has guaranteed iesy’s obligations under the Existing Notes or the Notes. In addition, under the Senior Credit Facilities, we will have access to a revolving credit facility to service our working capital and general corporate needs. The availability of this facility is dependent upon conditions described under “Description of Other Indebtedness—Senior Credit Facilities.” The terms of the Senior Credit Facilities and the Indenture for the Existing Notes contain and the indenture for the Notes will contain a number of significant covenants that restrict iesy’s ability, and the ability of certain of its subsidiaries, to, among other things, pay dividends or make other distributions, make capital expenditures, and incur additional debt and grant guarantees. Furthermore, the ability of our subsidiaries to pay dividends and make other payments to us may be restricted by, among other things, other agreements and legal prohibitions on such payments or otherwise distributing funds, including for the purpose of servicing debt. In addition, the net equity of our consolidated group is low, which may restrict our ability to pay dividends or otherwise distribute funds, including for the purpose of servicing debt. Losses or other events could further reduce our net equity. See “Risk Factors—Risks Relating to Our Indebtedness and Our Structure—Our interest expense increased substantially following the Refinancing and will increase further in connection with the Financing,” “Description of Other Indebtedness,” “Description of the Notes” and “—Recent Developments.” 101

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    PROSPECTUS iesy Repository GmbH €

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    the market price of the Notes at a

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    which the issue or the offer of sec

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    “combined entity”, and “we”

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    “Tele Columbus” refers to the c

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    Revenue generating units, or “RGU

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    CURRENCY PRESENTATION AND EXCHANGE

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    end of 2005. Our subscribers can al

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    populations, with approximately 2.7

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    In April/May 2005, iesy entered int

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    Our Corporate and Financing Structu

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    THE OFFERING The summary below desc

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    Optional Redemption We may redeem a

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    SUMMARY FINANCIAL AND OPERATING INF

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    iesy Other Financial Data (unaudite

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    iesy Operational Data (unaudited) R

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    ish Income Statement Data Audited y

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    35 Three months ended Year ended De

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    37 As of December 31, As of March 3

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    RISK FACTORS You should carefully c

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    acquiring content, purchasing servi

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    agreements—MSG”). We cannot ass

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    In addition, most of our cable netw

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    Strikes or other industrial actions

  • Page 49 and 50: acquisitions. In addition, any addi
  • Page 51 and 52: provision and may not be abusive. S
  • Page 53 and 54: €1,050.0 million would have been
  • Page 55 and 56: We depend on payments from our subs
  • Page 57 and 58: • Claims against the Issuer and s
  • Page 59 and 60: Senior Credit Facilities before the
  • Page 61 and 62: court rulings did not address the p
  • Page 63 and 64: THE ISH ACQUISITION The description
  • Page 65 and 66: In addition to the warranties, spec
  • Page 67 and 68: CAPITALIZATION The following table
  • Page 69 and 70: Unaudited Pro Forma Condensed Conso
  • Page 71 and 72: NOTES TO THE UNAUDITED PRO FORMA CO
  • Page 73 and 74: (€m, except percentages) Pro form
  • Page 75 and 76: Income Statement Data 75 Audited Ye
  • Page 77 and 78: (7) Number of subscribers at the en
  • Page 79 and 80: • iesy’s premium cable televisi
  • Page 81 and 82: egulated pricing model. Fees are pa
  • Page 83 and 84: Risks Relating to Our Indebtedness
  • Page 85 and 86: Legal, Consulting and Management Fe
  • Page 87 and 88: Subscribers iesy classifies its cus
  • Page 89 and 90: 2003 to €8.20 per subscriber in t
  • Page 91 and 92: • the senior credit facilities we
  • Page 93 and 94: average installation fees from July
  • Page 95 and 96: Cash flow from investing activities
  • Page 97 and 98: In the three months ended March 31,
  • Page 99: eview and optimization of services
  • Page 103 and 104: oadcasters in television and radio.
  • Page 105 and 106: educed or increased by a material a
  • Page 107 and 108: Income Statement Data Audited year
  • Page 109 and 110: 109 As of December 31, As of March
  • Page 111 and 112: • ish’s premium cable televisio
  • Page 113 and 114: In addition, ish markets pay-per-vi
  • Page 115 and 116: Cost of Materials and Services Cost
  • Page 117 and 118: For accounting purposes, ish treats
  • Page 119 and 120: Subscribers ish classifies its cust
  • Page 121 and 122: Competition ish faces significant c
  • Page 123 and 124: This decrease was primarily due to
  • Page 125 and 126: Net Loss Net loss was €17.9 milli
  • Page 127 and 128: Pension Obligations As of March 31,
  • Page 129 and 130: Term Sheets with DTAG, BRN-ish agre
  • Page 131 and 132: estructuring liabilities, while 200
  • Page 133 and 134: accrual for pending losses. The exp
  • Page 135 and 136: International Financial Reporting S
  • Page 137 and 138: Content Providers Basic Television
  • Page 139 and 140: Digital Home” and PrimaCom offers
  • Page 141 and 142: [GRAPHIC] [GRAPHIC] Level 4 is the
  • Page 143 and 144: shared access basis. In this case,
  • Page 145 and 146: The following table shows several k
  • Page 147 and 148: In the domestic market, the German
  • Page 149 and 150: BUSINESS Unless otherwise indicated
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    Germany, with approximately 30.2 mi

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    Prudently deploying capital. Our de

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    iesy’s Current Basic Cable Televi

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    amounted to €8.0 million or 5.9%

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    within iesy’s upgraded areas and

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    Supply The following chart shows th

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    Term Sheet Service Duration Offer o

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    y the new fiber system. See “Oper

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    part of settling arbitration procee

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    Business of ish Products and Servic

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    ish’s Current Basic Cable Televis

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    In addition to the monthly subscrip

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    Customers who subscribe to Premiere

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    Sales ish’s sales team is divided

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    The following chart illustrates ish

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    Term Sheet Service Duration Co-use

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    Lease of space for broadband cable

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    Other Significant Supply Agreements

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    ights themselves. As an exception,

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    Competition The cable television an

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    Introduction REGULATION German law

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    We assume that we will be deemed to

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    The Amendment provides that provisi

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    • Providers who had a dominant po

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    in the Munich office of Apax Partne

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    Marketing for Germany and Austria,

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    Gerard Tyler is ish’s Treasurer.

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    CERTAIN RELATIONSHIPS AND RELATED P

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    Beneficial Ownership The following

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    DESCRIPTION OF OTHER INDEBTEDNESS T

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    period (unless the interest period

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    Subordinated Bridge Facility In con

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    • the ability of the Obligors (ot

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    owed by the Insolvent Obligor will

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    DESCRIPTION OF THE NOTES The Issuer

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    in London, the Bank of New York, Ne

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    Issuer have agreed that iesy Hessen

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    Subsidiary Guarantor outstanding wh

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    the amount of their secured claim.

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    provisions described under “—De

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    In addition, the Intercreditor Agre

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    Euro Note to and including February

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    circumstances referred to above exi

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    that it has unconditionally exercis

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    time outstanding not exceeding (i)

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    description of this covenant and no

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    Date of any Indebtedness that has b

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    (13) Investments in an aggregate am

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    supplement or other modification) t

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    (1) the assumption by the transfere

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    Reports Whether or not required by

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    of the European Union on January 1,

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    contemporaneously with any such act

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    25% in principal amount of the outs

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    (2) provide for the assumption by a

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    (6) an Officer’s Certificate stat

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    calculated based on the relevant cu

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    “Bank Indebtedness” means any a

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    Consolidated Net Income (excluding

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    (9) the impact of capitalized inter

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    “Exchange Act” means the U.S. S

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    (iii) for the avoidance of doubt, a

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    “Nationally Recognized Statistica

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    (2) Investments in another Person i

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    (15) Permitted Collateral Liens; (1

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    (5) in the case of Apollo and Golde

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    service level agreement as replaced

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    “Unrestricted Subsidiary” means

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    The Issuer and the Trustee and thei

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    Secondary Market Trading The Book-E

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    to trade tax. The taxable gain from

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    date). A U.S. Holder’s adjusted t

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    (c) for so long as the Notes are el

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    PLAN OF DISTRIBUTION We, the Subsid

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    LEGAL MATTERS Certain legal matters

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    WHERE YOU CAN FIND OTHER INFORMATIO

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    Listing LISTING AND GENERAL INFORMA

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    INDEX TO FINANCIAL STATEMENTS iesy

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    Assets iesy Hessen GmbH & Co. KG, W

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    I. Application of Legal Provisions

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    III. Explanation of Balance Sheet a

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    Last year’s extraordinary expense

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    INDEPENDENT AUDITORS’ REPORT We h

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    iesy Repository GmbH, Hamburg AMEND

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    and remaining useful life for the i

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    The movements in consolidated equit

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    iesy Repository GmbH, Hamburg AMEND

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    Assets iesy Repository GmbH, Hambur

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    I. Basis of Presentation The consol

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    V. Explanations to Material Items o

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    Network infrastructure, rental, lea

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    iesy Repository GmbH, Hamburg UNAUD

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    1. Basis of Presentation iesy Repos

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    5. Explanations to Material Items o

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    Shareholdings of iesy Repository Gm

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    iesy Hessen GmbH & Co. KG, Weiterst

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    (1) General COURTESY TRANSLATION FR

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    (3) Accounting and Valuation Princi

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    The following auditors’ report (B

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    Inventories COURTESY TRANSLATION FR

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    Goodwill COURTESY TRANSLATION FROM

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    COURTESY TRANSLATION FROM THE GERMA

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    Depreciation and Amortization COURT

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    (1) General COURTESY TRANSLATION FR

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    Cost of materials COURTESY TRANSLAT

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    [THIS PAGE INTENTIONALLY LEFT BLANK

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    Goodwill. Under German GAAP, the di

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    Under U.S. GAAP, loan origination f

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    IFRS requires a purchase price allo

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    financial liability incurred result

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    €235,000,000 10 1 /8% Senior Note

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