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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

Telephony ish has

Telephony ish has operated its telephony service business since September 2001. The number of telephony subscribers was approximately 5,000 as of December 31, 2004 and 7,000 as of March 31, 2005. ARPU for the three months ended March 31, 2005 was €26.62 per month. In 2003, ish discontinued marketing “ish Telefon” as a stand-alone service. Since the third quarter of 2004, ish has marketed its telephony service only in a bundle with high speed Internet access under its “ish Zusammen” brand for an additional €5.00 monthly charge on top of the respective ish Internet tariff, as a way to increase ARPU at low additional cost. Since February 2005, ish has offered free on-net calls between subscribers on its network. The following table sets forth the per minute telephone tariffs fees related to ish’s telephony service: Monthly line rental fee (including VAT): €5.00 Tariffs for calls originating on the combined network and terminating at: Regular (1) 176 Rate Saver (2) (in €s) On-net calls free free Local fixed-line calls 0.02 0.02 National fixed-line 0.03 0.03 National mobile 0.25 0.20 (1) International calls start at €0.045 per minute (e.g. Belgium, France, UK). (2) A “rate saver” package is available for a monthly fee of €3.90, which leads to discounted calls on mobile and international networks. ish’s telephony services use VoIP (Voice over Internet Protocol) as a method of transporting voice over the cable network. Analog voice information is digitally encoded and converted into packets, and those packets are moved to ish’s own telephony switches, from where they are sent to their destinations. The primary advantage for ish of these VoIP connections is that they use ish’s upgraded bi-directional cable network. Other ish also offers, as an additional service to housing associations, a product that combines a service plan for housing associations covering the maintenance of their in-house networks. Marketing and Sales Marketing ish’s marketing department is responsible for designing and promoting new products and services to customers. The department is divided into the following four groups: Brand and Communications. This group of the department focuses on the production of marketing and other materials required to brand and sell ish’s products and services. Marketing Research and Database Marketing. This group of the department focuses particularly on the latest technology and consumer preference trends. This group also tracks the latest pricing developments and churn rates. Regular research includes brand tracking, customer satisfaction surveys and usage and attitude tests. Product Marketing, Broadcast and New Services. The key responsibilities of this group are the product development of ish’s basic cable and premium cable television services. This includes optimizing the programming line-up, acquiring content from different sources and creating thematic packages for individual customer needs. Furthermore, the product development and marketing for all high speed Internet and telephony products resides within this group. Marketing Support. This group provides data and logistical support for all marketing and sales channels. One of ish’s main marketing strategies is to offer bundled services to subscribers. ish offers its high speed Internet services to subscribers of its basic cable television services. At low additional fees, subscribers can extend their high speed Internet subscription to include telephony services. Bundled services offer ish the opportunity to strengthen its customer relationships and to reduce churn. ish has various promotions, which includes set-top boxes, where customers agree to subscribe to its services for periods of one to two years on average. ish does not dictate set-top box specifications.

Sales ish’s sales team is divided into the following five groups: Residential Sales. ish had approximately 100 field sales agents working on an independent contractor basis for commission as of December 31, 2004. These sales agents are responsible for sales of ish’s basic cable, premium cable television, high speed Internet and telephony services and also manage disconnections of services and data clearing. ish also contracts an external sales channel of five sales agencies. Approximately 120 sales agents are provided by these agencies as of December 31, 2004. ish encourages its sales force to minimize ish’s future administration costs by offering higher sales commissions for subscriber contracts procured with annual prepayments through direct debit. ish has also created incentives for its sales team to assist in reducing churn rates by taking into consideration the rate of customer churn during a 120-day period when calculating sales commissions. In addition to the external sales agents, ish relies on partnerships with multi-media retailers, electronic, PC and telecommunication stores, construction companies, ish customer services staff and external telesales agencies (which employ approximately 80 agents as of December 31, 2004) to assist in ish’s sales strategies for residential subscribers. Business Sales. ish has an in-house sales staff dedicated exclusively to working with ish’s business customers. This in-house sales staff develops and cultivates close working relationships between ish and its business customers. The in-house staff is trained and works with external residential sales teams to generate customer sales leads and increase retention of existing customers. In addition, this in-house sales staff develops and maintains contact with local authorities and construction companies in order to help expand the cable network in the North Rhine-Westphalia region. Strategic Accounts Customers, Products & Processes. ish has an in-house sales staff that focuses on its strategic accounts customers. ish KS Sales. ish KS has an external sales force of approximately 30 sales agents dedicated to the sales of its Level 4 services. This group targets new subscribers and markets additional services to its existing subscribers, including ish Internet and premium cable television products. Database Commissioning & Controlling. ish has an in-house support staff dedicated to providing data support, together with ish’s marketing department, for all sales channels and also commissioning and sales controlling functions. ish’s combined sales and marketing expense for the three months ended March 31, 2005 was €4.5 million, and for the year ended December 31, 2004, was €18.8 million. Customer Operations—Billing and Customer Care The customer service function is responsible for all customer care activities including handling of customer queries, complaints and billing for residential and business customers. In addition, inbound telemarketing and sales support functions for residential and business sales are provided. ish has created a service-oriented organization emphasizing high quality customer service. To this end, ish operates a dedicated customer service center in Bochum employing approximately 220 highly skilled customer service agents, where calls are answered 24 hours a day, 365 days a year. Most of the customer service agents are skilled in multiple areas, including marketing campaigns, customer care, and repair for a variety of analog and digital products. Customer retention focuses on minimizing the number of contract cancellations by customers. However, the main areas of attention are customer care and repair. Customers may contact ish through a variety of means, mainly by telephone, although 30% of all customer contacts are by letter, email or fax. Typical queries involve invoices, account detail, outage and collection notices. Business and strategic accounts customers are served by a dedicated team in the service center that provides business and strategic accounts customer care services and business sales support. The customer service group handles all billing services, including customer payment and collection. ish seeks to promote the direct debit payment method, which significantly reduces its administrative costs. As of December 31, 2004, 87.9% of subscribers (excluding strategic accounts, for whom billing is processed separately) pay their bills through direct debit. After 120 days, collection agencies are employed to recover money from non-paying customers. 177

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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

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    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 and 174: In addition to the monthly subscrip
  • Page 175: Customers who subscribe to Premiere
  • 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
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  • 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
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  • Page 219 and 220: DESCRIPTION OF THE NOTES The Issuer
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  • Page 223 and 224: Issuer have agreed that iesy Hessen
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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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