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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

ish markets a variety of

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 include ish Music, a package of music and music-related programming; ish Family, a package of general interest programming; ish Active, a package of sports-related programming; ish Private, a package of adult programming; and ish Lifestyle, a package of alternative lifestyle programming. In addition, ish markets pay-per-view services provided by arrivo, a subsidiary of UnitedGlobalCom, Inc., under the “ish Kino” brand. Programming available under ish Kino includes Hollywood blockbuster films and adult movies (xotix), 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. To access ish’s premium cable television packages, customers subscribe to these services separately and receive the appropriate smart card, which ish provides to its customers. ish’s subscribers may also subscribe for premium cable television programming from Premiere. Premiere customers must contact Premiere directly to subscribe to its services. Premiere notifies MSG about new subscribers and requests that they send a smart card to the customer and activate the relevant account. Technically, ish distributes a majority of its premium cable television programming itself through its own NOC. ish uses MSG’s services for its distribution of Premiere’s premium cable television offerings, for its smart card capabilities for ish Digital TV and for certain other limited services for ish’s customers that are not connected to the NOC. See “—Supply— Other significant supply agreements—MSG.” In the near future, ish plans to improve its premium cable television programming by adding further channels. Recently added channels include HD1 (high definition TV), The History Channel, 1-2-3.TV, tv.gusto and MEZZO TV. ish’s Premium Cable Television Subscription Fees Customers who subscribe to any of ish’s premium cable television packages pay a monthly access fee of €2 that is incremental to its basic cable subscription fees. Monthly household subscription fees for ish’s various premium cable television packages range from €0.95 to €17.95, depending on the package, as illustrated by the following tables: ish Digital TV Packages 174 Subscription fees per month (in €, including VAT) ish Music 3.00 ish Family 4.50 ish Active 3.50 ish Lifestyle 4.50 ish Premium 12.50 ish Private 5.00 “a la carte” (1) 1.00-3.00 (1) All ish Digital TV channels are offered individually except for The History Channel. ish Kino Charge per movie (in €, including VAT) arrivo 3.00 xotix 3.90 ish International TV Packages Subscription fees per month (in €, including VAT) ish Türkei Basis (Turkish) 4.95 ish Türkei Premium (Turkish) 17.95 ish Türk Professional (Turkish) (1) 79.95 ish Spanien Portugal (Spanish and Portuguese) 2.45 ish Italien (Italian) 2.45 ish Russland (Russian) 9.95 ish Polen (Polish) 4.00 ish Griechenland (Greek) 0.95 ish International Premium (2) 16.95 (1) For business users such as cafes and bars. (2) All foreign-language programming except Turkish Premium Channels, LigTV and Sinematürk.

Customers who subscribe to Premiere’s premium cable television packages must pay a subscription fee directly to Premiere. This fee is in addition to the basic cable subscription fees paid by customers to ish. Total revenues generated by ish’s premium cable television services (including subscription fees, installation fees and carriage fees) for the year ended December 31, 2004 were approximately €2.7 million or approximately 0.6% of its total revenues and €1.5 million, or 1.4%, for the three months ended March 31, 2005. ish’s Premium Cable Television Carriage Fees ish currently distributes Premiere’s premium cable television packages through its arrangement with MSG. Pursuant to 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 ish’s network and the networks of iesy, KBW, and KDG. MSG retains 15.0% of the carriage fees from Premiere, while the balance from these carriage fees and the associated costs are allocated among iesy, KBW, KDG, and ish based upon each operator’s respective number of digitally reachable subscribers. ish’s Programming Content and Payments ish licenses its premium cable television programming directly from broadcasters and from third party content providers. In case of its foreign-language programming packages, ish procures content via Mediapool, which aggregates and procures supply on behalf of all Level 3 operators. ish procures the content for its other premium cable television offerings directly from broadcasters and procures its pay-per-view content from arrivo. ish pays a fixed amount per subscriber to these content providers. Pursuant to its agreement with arrivo, ish pays a minimum sum. During the three months ended March 31, 2005, total content fees paid by ish amounted to €0.8 million, and €4.7 million for the year ended December 31, 2004. High Speed Internet As of December 31, 2004, ish served approximately 16,000 high speed Internet subscribers, and approximately 19,000 as of March 31, 2005. In 2004, ish repackaged its high speed Internet services to the market (initially, ish only targeted individuals with high bandwidth demands) and it now offers three high speed Internet packages. ish Internet flat is a lower speed offering of 256 kbit/s designed to encourage Internet users to upgrade from dial-up access. It is provided at a monthly flat rate of €19.90 (or €24.90 if bundled telephony with access). ish Internet flat plus, ish’s original Internet product, provides access at a higher speed of 2 Mbit/s. It is provided at a monthly rate of €44.90 (or €49.90 if bundled with telephony access). On September 30, 2004, ish launched “ish Internet flat pro,” a service that offers speeds up to 5 Mbit/s downstream and 512 kbit/s upstream. It is provided at a monthly flat rate of €74.90 (or €79.90 if bundled with telephony access). All prices include a high speed multimedia terminal adaptor (MTA). These monthly fees include VAT, but exclude periodic discounts offered by ish for promotional purposes. In addition to monthly subscription fees, subscribers may pay an installation fee upon subscribing to ish’s high speed Internet services. ish’s high speed Internet operations generated €5.3 million (1.2%) of its total revenues for the year ended December 31, 2004. ARPU for high speed Internet for the year ended December 31, 2004 was €33.07, and for the three months ended March 31, 2005 was €28.97. In early 2002, ish completed the upgrade of 1.1 million homes to a bi-directional capability. In 2004, ish completed an upgrade of an additional 200,000 homes passed in the Bonn and Neuss area. The following chart shows the various high speed Internet packages available to subscribers in the North Rhine- Westphalia region, including fees which will go into effect in the third quarter of 2005. 175 ish Internet (1) Flat flat plus flat pro Downstream (kbit/s) 256 2,048 5,120 Upstream (kbit/s) 128 512 512 Total monthly high speed Internet tariff € 19.90 € 34.90 € 59.90 Bundled telephony access (2) € 5.00 € 5.00 € 5.00 Total bundled access € 24.90 € 39.90 € 64.90 (1) All prices exclude occasional discounts and include VAT and the cost of the required analog television subscription. (2) For an additional €5.00 monthly fee, customers can add telephony services to their high speed Internet subscription.

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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

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    Income Statement Data Audited year

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    109 As of December 31, As of March

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    • ish’s premium cable televisio

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    In addition, ish markets pay-per-vi

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    Cost of Materials and Services Cost

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    For accounting purposes, ish treats

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    Subscribers ish classifies its cust

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    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 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: In addition to the monthly subscrip
  • 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
  • Page 207 and 208: Beneficial Ownership The following
  • Page 209 and 210: DESCRIPTION OF OTHER INDEBTEDNESS T
  • Page 211 and 212: period (unless the interest period
  • Page 213 and 214: Subordinated Bridge Facility In con
  • Page 215 and 216: • the ability of the Obligors (ot
  • Page 217 and 218: owed by the Insolvent Obligor will
  • Page 219 and 220: DESCRIPTION OF THE NOTES The Issuer
  • Page 221 and 222: in London, the Bank of New York, Ne
  • Page 223 and 224: 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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