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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

Total revenues generated

Total revenues generated from the foreign language services subscriber for the three months ended March 31, 2005 €0.2 million, or 0.6%, of its total revenues and €0.6 million, or 0.4%, of iesy’s total revenues for the year ended December 31, 2004. iesy’s Premium Cable Carriage Fees iesy currently distributes Premiere’s premium cable television packages through its arrangement with MSG. Through this arrangement, MSG charges Premiere an annual carriage fee covering encryption and distribution by MSG as well as the carriage of its content over the digital channels on iesy’s network and on the networks of ish, KBW, and KDG. MSG retains 15% of the carriage fees from Premiere, while the balance from these carriage fees and the associated costs are allocated among ish, KBW, KDG and iesy, based upon the respective number of digitally reachable subscribers. The Premiere packages are not affected by MSG’s termination of Term Sheet 1. See “—Other Significant Supply Agreements—MSG.” iesy’s Programming Content and Payments iesy licenses its foreign language premium cable television programming from third party content providers such as Mediapool, which procures iesy’s foreign language programming on its behalf. Fees are based upon a fixed fee per subscriber per channel with no minimum guarantees. For iesy’s English language programming content, iesy has entered into agreements directly with broadcasters. These agreements provide for fees based upon the total number of subscribers to the package. A few of the agreements include relatively low minimum guarantees, which means iesy must pay a fixed amount for the content regardless of the actual number of subscribers. During the three months ended March 31, 2005, total content fees for iesy amounted to €0.1 million, and €0.2 million during the year ended December 31, 2004. High speed Internet As of March 31, 2005, iesy served approximately 2,300 high speed Internet subscribers. iesy recently reintroduced its high speed Internet services to the market and it now offers three high speed Internet offers. iesy internet 256 is a lower speed offering designed to encourage Internet users to upgrade from dial-up access. It is provided at a monthly flat rate of €14.95. iesy internet 2000 provides access at a higher speed of 2 Mb/s. It is provided at a monthly flat rate of €19.95. iesy’s high speed Internet products are only available for subscription using direct debit, in order to further encourage its subscribers to switch to this preferred payment mechanism. In addition to monthly subscription fees, subscribers pay an activation fee of €98.95 upon subscribing to iesy’s high speed Internet services. iesy’s high speed Internet operations generated €0.1 million (less than 1.0%) of its total revenues for the year ended December 31, 2004. iesy offers iesy Multimedia-Anschluss, a service tailored for housing associations to purchase Internet access at 128 kbit/s on a bulk basis and to enable their properties for Internet access. For instance, in November 2004 iesy entered into a contract with GeWoBau Marburg, a housing association. Under this contract iesy just completed the upgrade of the existing Level 4 in-house wiring for approximately 2,600 connected homes and now offers its iesy Multimedia-Anschluss service, which includes high speed Internet access at 128 kbits/s. In addition to the monthly fees iesy will receive under this contract for each connected home, it has the right to sell its premium cable television and high speed Internet products to all of GeWoBau Marburg’s housing association residents. This contract underpins iesy’s investment in upgrading the Level 3 network in Marburg. iesy also offers as an additional service to housing associations in its upgraded areas, under the brand name iesy Service Plus, a product which combines a service plan for housing associations, covering the maintenance of their in-house networks in upgraded areas, with the ability for residents to receive iesy high speed Internet access. iesy’s Service Plus offer is provided for a fixed fee per home; as of December 31, 2004 iesy had approximately 8,000 homes subscribed to this offer. In the fourth quarter of 2004, iesy commenced the upgrade of its network in Frankfurt (with 150,000 homes completed by the end of 2004) to a 630-MHz bi-directional capability. In the third quarter of 2005, iesy expects to have upgraded an additional 200,000 homes in Frankfurt. This upgrade, combined with iesy’s new range of products, including iesy Multimedia-Anschluss and iesy Service Plus, which are tailored to the needs of housing associations, should allow iesy to increase the number of subscribers to its high speed Internet service. In March 2005, iesy entered into a contract with Viterra, a large housing association in Hesse, under which iesy will upgrade the Level 4 network of Viterra and will be able to offer its analog and premium cable television and radio services, and where possible its high speed Internet services, to the tenants of Viterra. The Viterra contract includes 6,000 homes 158

within iesy’s upgraded areas and Viterra subscribed 1,000 of these to the iesy Multimedia-Anschluss offer. See “Operating and Financial Review and Prospects of iesy—Recent Developments.” Marketing and Sales iesy’s sales and marketing department is organized around the market segmentation it introduced in early 2003. Within each segment iesy has further developed numerous sales channels as described below. • Residential. iesy has approximately 57 field sales agents working on an independent contractor basis organized into four teams, each of which is focused on a separate geographic territory. iesy pays the sales agents a commission based on the number of sales achieved. These field agents are supported by a small sales administration function, which has executed a number of initiatives over the last two years to convert non-paying customers into paying subscribers. This department’s work is supported by improved prospect data from iesy’s billing and network systems. In early 2004, iesy established a telesales department, which markets its products to prospective and existing subscribers by phone. Also in 2004, iesy started to develop retail sales channels by signing co-operation agreements with local retailers. iesy also launched an Internet-based customer self-service portal for existing and potential new subscribers. iesy supports the sales channels with an advertising campaign in local print media and direct mailings highlighting the benefits of cable. • Housing associations. In 2003 iesy established a focused strategic management group which now has approximately 20 sales staff. This group is responsible for ongoing relationship management with this important market segment and has introduced regular marketing events and a quarterly newsletter over the last two years. • Professional Level 4 operators. Accounts with professional Level 4 operators are managed by iesy’s senior management. iesy’s sales and marketing expense for the three months ended March 31, 2005 was €1.0 million, and for the year ended December 31, 2004, was €4.4 million. Customer Operations—Billing and Customer Care During 2003, iesy combined its customer care and information technology departments to create a single customer operations function. iesy believes this reorganization resulted in improved customer service. From January to December of 2004, for example, iesy achieved an average of 92% call answer rates. In addition, this new structure has helped to focus information technology development on the core customer-related aspects of billing and ease of system use by iesy’s customer care agents. iesy’s billing system is ICMS, owned and supported by CSG International Ltd., an established billing and IT service provider. iesy has focused efforts in its call center on increasing the skills of its staff with specific training on product knowledge, telephone manner and corporate value communications. iesy complements its permanent staff with temporary labor at peak times of the annual cycle (typically December and January). Network Operations—iesy’s Network and Technical Infrastructure In total, iesy’s network extends over approximately 40,500 kilometers throughout Hesse. Average network availability is very high at approximately 99.9%. DTAG and its predecessors constructed both the cable television and fixed-line telephony networks, and certain parts of the infrastructure (including cable ducts, towers, fiber optic transmission systems, and equipment locations) are shared by both the DTAG telephony network and iesy’s cable television business. iesy leases these assets from DTAG under the SLAs and the BRN-iesy agreement. For a description of the SLAs and the BRN-iesy agreement, see “—Supply—SLAs with DTAG” and “Risk Factors—Risks Relating to Our Business—We rely on DTAG and certain of its affiliates for a significant part of our network. Any disruption or termination of our arrangements with DTAG would materially and adversely affect our business and results of operations.” iesy’s standard analog cable television network was originally constructed using tree architecture, to deliver 450 MHz one-way signals. iesy’s network can deliver between 30 to 35 analog television channels (depending on the region served), up to 39 analog radio channels and 17 digital channels. iesy currently uses only up to 12 of the digital channels, with current compression technology, up to 12 premium cable television program streams can be assigned to one digital channel. Therefore, iesy has the capacity to deliver many more premium cable television channels than at present without any network upgrade or channel re-allocation. iesy intends to deliver its new premium cable television offering over this network with minimal additional capital expenditures. iesy’s standard 450 MHz network is served by six master headends that receive analog and premium cable television broadcast signals from satellite, terrestrial or, in some cases, direct feeds from program providers or broadcasters. The incoming signals are processed, assigned to channel positions and amplified for distribution. These six master headends 159

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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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    eview and optimization of services

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    Cash Flow from Operating Activities

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    oadcasters in television and radio.

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    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
  • 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
  • Page 157: amounted to €8.0 million or 5.9%
  • 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
  • Page 197 and 198: • Providers who had a dominant po
  • Page 199 and 200: in the Munich office of Apax Partne
  • Page 201 and 202: Marketing for Germany and Austria,
  • Page 203 and 204: Gerard Tyler is ish’s Treasurer.
  • Page 205 and 206: CERTAIN RELATIONSHIPS AND RELATED P
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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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