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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

television business

television business generated €87.7 million (84.8%) of ish’s total revenues in the three months ended March 31, 2005 and €359.5 million (84.8%) of its total revenues for the year ended December 31, 2004. The basis for the subscription fees for ish’s basic cable television services for its residential subscribers and certain business customers is its standard rate card. The rate card was originally established by DTAG. The fees with respect to the rate card vary depending on the number of subscribers connected to ish’s network at each home connection point. In general, the fewer subscribers there are connected to a connection point, the higher the unit monthly fee will be that is paid per subscriber receiving signals through that point. Therefore, residential and certain business subscribers connected to the network pay the highest monthly subscription fee, whereas business and strategic accounts customers that receive ish’s signal for numerous subscribers per home connection point would typically pay substantially less per subscriber. For certain business and strategic accounts customers, additional discounts may apply. In 2002, ish last implemented a subscription fee increase across all basic cable customer segments. The increase was between 5% and 30% depending on the customer segment. In April 2005, ish raised subscription fees for a limited customer segment of approximately 366,000 subscribers (residential subscribers that entered into cable television contracts in 1991 or earlier) by 8.6%. ish experienced increased churn following the 2002 price increase and has stated that it expects some increased churn in connection with the 2005 price increase. See “—Factors Affecting ish’s Results of Operations— Subscribers.” Historically, as part of ish’s pricing arrangements with customers, ish offers several discounts to the standard rate card. For example: • For residential subscribers, ish offers a standard 5% discount to those who prepay the monthly subscription fees on an annual basis. • For business and strategic customers, ish offers discounts according to a number of factors, including the number of homes serviced, payment terms and contract duration. ish’s basic cable pricing is currently subject to regulatory review by RegTP. As a result of the new regulatory regime established under the recently introduced EU’s “New Framework,” ish could become subject to more regulation in the future. See “Risk Factors—Risks Relating to Regulatory and Legislative Matters—We do not have complete control over the prices that we charge to broadcasters and customers, including Level 4 operators, and this may adversely affect our future cash flows and profitability.” ish believes that it will maintain its market share in basic cable by continuing to focus its sales and marketing activities on specific market segments, to implement more customer retention programs to reduce customer churn, and to put in place more stringent detection measures such as blocking to ensure that only paying subscribers have access to ish’s network. ish also believes the bundled offerings of its premium cable television, high speed Internet and telephony services will complement its basic cable offering and help retain subscribers. See “Risk Factors—Risks Relating to Our Business—We operate in competitive industries, and competitive pressures could have a material adverse effect on our business” and “—If we fail to introduce new or enhanced products or services successfully, our revenues and margins could be lower than expected.” Premium Cable Television Sales ish’s premium cable television business generates sales primarily through subscription fees. ish’s premium cable television business also generates revenues through carriage fees paid by Premiere to ish via MSG. These revenues are shown below under “—Carriage fees.” ish markets a variety of specialized programming packages to its general subscriber base in North Rhine-Westphalia under the “ish Digital TV” brand. Packages offered are shown in the following table: ish Digital TV Packages Description ish music Music and music-related programming ish Family General interest programming ish Active Sports and adult related programming ish Lifestyle Alternative lifestyle programming ish Premium Includes all channels in the ish Digital TV packages shown above ish Private Adult programming “a la carte” Many of ish Digital TV channels are offered individually 112

In addition, ish markets pay-per-view services provided by arrivo, a trading content subsidiary of UnitedGlobalCom, Inc., under the “ish Kino” brand. Programming available under ish Kino includes Hollywood blockbuster films and adult movies, which can be purchased by customers on a pay-per-view basis either by calling an ish customer service representative or by sending a mobile phone text message to ish’s service center. ish offers its premium cable television program packages for an additional monthly fee on top of the existing analog subscription fee. In addition, subscribers to its premium cable television program packages pay a fee per movie purchased from ish’s pay-per-view offering. ish regularly negotiates with a range of content providers to offer additional programming. Subscription fees for ish’s premium cable television products generated €1.5 million (1.4%) of ish’s total revenues in the three months ended March 31, 2005 and €2.7 million, or 0.6%, of its total revenues for the year ended December 31, 2004. In general, ish has avoided long-term program contracts with minimum subscriber number guarantees. However, it may not always be possible to avoid entering into program agreements without guaranteeing certain minimum revenues or subscriber levels. In addition, ish acquires and then resells set-top boxes that are available in the market. ish has various promotions, which include set-top boxes, offered at a variety of discounts where customers agree to subscribe to its services for periods of one to two years. ish accounts for the cost of the set-top boxes as an operating expense. Carriage Fees ish generally receives carriage fees from national, regional and local broadcasters for the distribution of their programs over its network. Carriage fees for basic cable and premium cable services including Premiere amounted to €8.7 million (8.4%) of ish’s total revenues in the three months ended March 31, 2005 and €33.2 million (7.8%) of ish’s total revenues for the year ended December 31, 2004. Carriage fees are paid by broadcasters in order to reach the maximum number of viewers and (in the case of commercial broadcasters) maximize revenues from the sale of advertising space. At the same time, ish depends on the provision of programs by these broadcasters in order to attract subscribers to its network. Carriage fees include fees paid by Premiere to ish via MSG for the carriage of its premium cable television programming. The fees derived by ish from this arrangement include a fixed carriage fee component for each premium channel made available to Premiere, plus a variable fee based upon Premiere’s revenues generated from its subscribers served by ish’s network. This calculation is performed by MSG on a national basis and revenues are then allocated to each of the Level 3 operators based upon the number of their digitally reachable subscribers. ish does not receive carriage fees from broadcasters for its own premium cable television and foreign-language programming packages but instead pays programming fees for access to such content to either Mediapool or to the broadcasters from whom ish acquires content directly. Premiere’s premium cable television carriage fees generated €5.8 million, or 1.3% of ish’s total revenues for the year ended December 31, 2004. For a significant part of ish’s analog programming, ish does not have direct contracts with broadcasters but relies on nationwide carriage agreements concluded between broadcasters and their respective contract parties at the time of the conclusion of the agreement (DTAG, its successors or subsidiaries, as the case may be). For these contracts, carriage fees are billed by MSG and are based upon a regulated pricing model. Fees are payable based upon the aggregate number of analog subscribers reached by ish, KBW, KDG and iesy. MSG then allocates such carriage fees to ish and the other Level 3 operators in proportion to their analog subscribers. DTAG has recently terminated several nationwide carriage agreements with broadcasters to the end of 2005 and has announced its intention to terminate several others by the end of 2006. If these agreements are terminated, ish expects to negotiate agreements with such broadcasters on a regional basis. ish also receives carriage fees directly from the public broadcasters ARD and ZDF, for transmission of their analog and digital programming pursuant to a transition agreement, which provides for an aggregate flat fee payable to all Level 3 operators. ish’s share of this fee is allocated based on the number of subscribers and paid by the public broadcasters to ish on a quarterly basis. See “Risk Factors—Risks Related to Our Business—We do not have guaranteed access to programs and are dependent on agreements with third parties for our content and carriage fees, which may adversely affect our business” and “Business—Our Products and Services—Basic Cable Television—ish’s Basic Cable Carriage Fees.” 113

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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

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    acquisitions. In addition, any addi

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    provision and may not be abusive. S

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    €1,050.0 million would have been

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    We depend on payments from our subs

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    • Claims against the Issuer and s

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    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
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  • 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
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  • 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,
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  • 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: • ish’s premium cable televisio
  • 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
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  • 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
  • Page 151 and 152: Germany, with approximately 30.2 mi
  • Page 153 and 154: Prudently deploying capital. Our de
  • Page 155 and 156: iesy’s Current Basic Cable Televi
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  • Page 159 and 160: within iesy’s upgraded areas and
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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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