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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

and North

and North Rhine-Westphalia subscribe to Premiere, from whom we receive carriage fees for the transmission of their premium cable television programs throughout our network. • High speed Internet access. We provide high speed Internet services at speeds ranging from 128 kbit/s to 5 Mb/s. iesy’s products include iesy Multimedia-Anschluss, a service tailored for housing associations to enable their properties for Internet access and to purchase Internet access at 128 kbit/s on a bulk basis. iesy internet 256 is a 256 kbit/s flat-rate product designed to encourage Internet users to upgrade from dial-up access, while iesy internet 2000 provides access at a higher speed of 2 Mb/s. ish’s products include ish flat at a speed of 256 kbit/s, ish flat plus at 2 Mb/s and ish flat pro at 5 Mb/s. Due to the improved economics of upgrading our network resulting from technological advances and lower equipment costs, we recently recommenced the upgrade of certain parts of our network. Our upgraded network now passes over 1.5 million homes. This represents a 27.2% increase of the number of upgraded homes in 2003. As of December 31, 2004, we served approximately 16,600 high speed Internet subscribers, and as of March 31, 2005, approximately 21,300 on a pro forma basis. We intend to upgrade further parts of our network particularly in conjunction with new housing association contracts that allow us to increase the number of customers to whom we can market our high speed Internet services. • Telephony. We offer telephony services under the brand name “ish Zusammen” to subscribers in upgraded areas in North Rhine-Westphalia in conjunction with high speed Internet access services. Our telephony offering provides first-line quality of service, which is made possible by the investments in our network. The ability to offer telephony services has led to increased take-up of high speed Internet services in this region. The ish Acquisition will enable us to offer telephony services in the upgraded areas of Hesse as well. We intend to offer a similar bundle of telephony and high speed Internet access in upgraded areas of Hesse as soon as possible following the ish Acquisition. Our Free Cash Flow The combination of our strong EBITDA generation and our disciplined approach to capital investment has generated substantial free cash flow. We intend to maintain an efficient cost structure. Our primary costs consist of materials which are mainly network infrastructure expenses (21.0% of our total revenues for the year ended December 31, 2004) and personnel expenses (15.7% of our total revenues for the year ended December 31, 2004). We have streamlined and refocused our business on the relevant basic cable television customer segments. Operating costs (comprised of costs of materials, personnel expenses, and other operating expenses) were reduced from €323.2 million in 2003 to €319.6 million in the year ended December 31, 2004 on a pro forma basis, a reduction of 1.1%. Our capital expenditures in 2004 were €45.9 million and for the twelve months ended March 31, 2005, €47.4 million on a pro forma basis, which includes expenditures for the recently completed upgrade of the network passing an additional 320,000 homes in Frankfurt, Bonn and Neuss. We intend to undertake future upgrades after careful consideration of the customer demand for high speed Internet access services or in conjunction with long-term housing association contracts. Our Adjusted EBITDA minus capital expenditures in 2004 was €216.3 million on a pro forma basis, or 38.6% of revenues and €218.4 million on a pro forma basis, or 38.9% of revenues for the twelve months ended March 31, 2005. This results in adjusted EBITDA minus capital expenditures per home passed of approximately €25.70 and €25.80 for the twelve months ended March 31, 2004 and 2005, respectively. We are the leading Level 3 cable operator in Germany based on these measures. Our Markets German Television Market The German television market is the largest in Western Europe, with approximately 36.2 million television homes and a combined cable, satellite and terrestrial penetration rate of approximately 92.6% (as a percentage of approximately 39.1 million households in Germany as of March 2004). According to industry sources, the German television market accounted for approximately €12.0 billion of total public and private revenues in 2003. The television signal distribution platforms in Germany include cable networks, satellite and terrestrial systems. According to industry sources as of December 2004, approximately 19.4 million, or 53.5%, of German television homes use cable as their primary means of reception. Satellite is used in approximately 15.5 million, or 42.7%, of television homes and terrestrial transmission via antenna is used in approximately 1.4 million, or 3.8%, of television homes. 150

Germany, with approximately 30.2 million homes passed (according to Euromedia) and approximately 19.4 million homes connected (according to SES Astra), is the largest cable television market in Western Europe. Cable television, with a penetration rate of approximately 64.2% of homes passed, is the most used transmission medium for television services in Germany. In Hesse approximately 1.4 million, or 51.3%, of television homes use cable television, approximately 1.3 million, or 45.6%, of television homes use satellite reception, and approximately 0.1 million, or 3.1%, of television homes use terrestrial transmission via antenna. In North Rhine-Westphalia approximately 4.8 million, or 57.1%, of television homes use cable television, approximately 3.2 million, or 38.1%, of television homes use satellite reception, and approximately 0.4 million, or 4.8%, of television homes use terrestrial transmission via antenna. The German cable television market, for political reasons, developed around a technical separation: broadcasters and content providers (“Level 1”); regional and local cable distribution network for the transmission and delivery of signals (“Level 2” and “Level 3”); and in-house cable network (“Level 4”). This network separation, combined with the relatively large proportion of multiple-dwelling units owned by housing associations, helps to explain the distinguishing feature of the German cable market: marketing approaches must be geared to both business and consumer needs. The role of dominant incumbents has led to other important features of the German television market. Although cable television is the leading television signal distribution platform, it receives only a fraction of the total German television market value. German Internet Access Market Germany is the largest Internet market in Europe with approximately 35 million Internet users and approximately 23 million Internet subscribers across a range of access technologies, including dial-up, ISDN, DSL and cable. According to industry sources, the German high speed Internet access market accounted for approximately €1.5 billion in subscriber revenues in 2003. The market for high speed Internet services in Germany grew rapidly during 2003 and 2004, with growth rates of approximately 40% in 2003 and approximately 53% in 2004. At the end of 2004, about 6.9 million (approximately 30%) of the estimated 23 million Internet access subscribers in Germany subscribed to high speed Internet access technologies that offer connection speeds of more than 128 kbit/s. The remainder of the Internet subscribers used narrowband access technology. At the end of 2004, approximately 6.7 million, or 97.2%, of the 6.9 million high speed Internet subscribers, either directly or indirectly, used DSL Internet services provided by DTAG, the dominant player in the German high speed Internet access market. German Telephony Market Historically, the provision of public telecommunications services in Germany was a state monopoly formerly provided by the German constitution. The operation of networks (including cable networks) for all telecommunications services other than public fixed-line voice telephony was opened to competition in Germany on August 1, 1996. The telecommunications sector in Germany was further liberalized on January 1, 1998. Since then, DTAG has been required to offer competitors access to its fixed-line network at regulated interconnection rates. Despite being forced to give access to its network, DTAG continues to dominate the German fixed-line telephony market with a market share of 74% as of the end of 2003. According to industry sources, the German fixed-line telephony market accounted for approximately €35.3 billion in subscriber revenues in 2003. The major providers in the fixed network area include: DTAG, Arcor, BT Global Services (Viag Interkom), Colt Telecom and Versatel. In the last couple of years, the growing penetration of Internet has spawned reliable Voice over Internet Protocol (VoIP) services, which compete with the fixed network providers. Our Strengths Attractive market. The German economy is the largest in Europe, with a per capita GDP that is one of the highest in the EU. The regions in which we operate are characterized by attractive demographics for providing services over cable networks. Hesse has the highest GDP per capita, and North Rhine-Westphalia has the highest population density, of the nine former DTAG cable regions in Germany. North Rhine-Westphalia is home to nine of the 20 largest cities in Germany, including Bonn, Cologne and Düsseldorf, and has 30 cities with populations exceeding 100,000 inhabitants. Hesse includes the Rhine-Main area, a densely populated conurbation that encompasses Frankfurt, one of the largest financial centers in Europe, and Wiesbaden, the capital of Hesse. Moreover, both Hesse and North Rhine-Westphalia have relatively diverse 151

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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

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    court rulings did not address the p

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    THE ISH ACQUISITION The description

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    In addition to the warranties, spec

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    CAPITALIZATION The following table

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    Unaudited Pro Forma Condensed Conso

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    NOTES TO THE UNAUDITED PRO FORMA CO

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    (€m, except percentages) Pro form

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    Income Statement Data 75 Audited Ye

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    (7) Number of subscribers at the en

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    • iesy’s premium cable televisi

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    egulated pricing model. Fees are pa

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    Risks Relating to Our Indebtedness

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    Legal, Consulting and Management Fe

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    Subscribers iesy classifies its cus

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    2003 to €8.20 per subscriber in t

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    • the senior credit facilities we

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    average installation fees from July

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    Cash flow from investing activities

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    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 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: BUSINESS Unless otherwise indicated
  • Page 153 and 154: Prudently deploying capital. Our de
  • Page 155 and 156: iesy’s Current Basic Cable Televi
  • Page 157 and 158: amounted to €8.0 million or 5.9%
  • Page 159 and 160: within iesy’s upgraded areas and
  • Page 161 and 162: Supply The following chart shows th
  • Page 163 and 164: Term Sheet Service Duration Offer o
  • Page 165 and 166: y the new fiber system. See “Oper
  • Page 167 and 168: part of settling arbitration procee
  • Page 169 and 170: Business of ish Products and Servic
  • Page 171 and 172: ish’s Current Basic Cable Televis
  • Page 173 and 174: In addition to the monthly subscrip
  • Page 175 and 176: Customers who subscribe to Premiere
  • Page 177 and 178: Sales ish’s sales team is divided
  • Page 179 and 180: The following chart illustrates ish
  • Page 181 and 182: Term Sheet Service Duration Co-use
  • Page 183 and 184: Lease of space for broadband cable
  • Page 185 and 186: Other Significant Supply Agreements
  • Page 187 and 188: ights themselves. As an exception,
  • Page 189 and 190: Competition The cable television an
  • Page 191 and 192: Introduction REGULATION German law
  • Page 193 and 194: We assume that we will be deemed to
  • Page 195 and 196: The Amendment provides that provisi
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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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