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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

Term Sheet Service

Term Sheet Service Duration Energy for Broadband Equipment Purchase of electrical power from DTAG required for the operation of part of ish’s network equipment. 184 Approximate annual cost Termination rights Unlimited €6.9 million for the year This Term Sheet may 2004. The prices were be terminated by ish fixed until December and DTAG to the same 31, 2004; after an extent as Term Sheet 4 adjustment on the basis with respect to indoor of a mutual review of installations and partial the energy installations terminations under actually in use, there is Term Sheet 4 are no longer a fixed fee, deemed as partial but rather remuneration terminations of Term equal to the payments Sheet 5. With respect to made by DTAG to its outdoor installations, supplier plus a handling ish is entitled to fee of 5%. terminate this Term Sheet in whole or, with respect to individual installations, to the end of each calendar month with a notice period of 6 months. Outdoor installations can be terminated by DTAG with a notice period of 12 months. As part of the BRN-ish agreements, DTAG agreed to early termination of energy supplies. Under the SLAs, ish leased analog fiber links and also operated AMTV radio links and for this operation leased some space and purchased energy from DTAG under the SLAs. Since 2004, ish has undertaken an AMTV and analog fiber optic replacement project. Through this project, analog fiber links as well as microwave, satellite and radio transmission capacity are being replaced by optical fiber links of managed bandwidth. In this respect, ish and DTAG entered into the BRN-ish agreements (main agreement concluded in 2004 and amended in 2005 by an additional agreement), under which DTAG installs, makes available and operates a fixed-line broadband and broadcasting distribution network in the 574 MHz spectrum. Pursuant to the BRN-ish agreements existing analog fiber links and AMTV radio links will be replaced by new optical fiber links. Since the BRN-ish agreements substitute some of the services rendered under the SLAs, they provide for the termination of such services. The BRN-ish agreements may be terminated, without payment of a termination fee, for the main agreement on or after December 31, 2013 and for the amendment agreement on or after June 30, 2015 with a notice period of 18 months, respectively. Any earlier termination of the main agreement or the amendment requires the payment of a termination fee. The remuneration for the new network amounts to approximately €7.2 million for the main agreement and €2.0 million for the amendment per year. Interconnection with DTAG To deliver telephony services to ish customers, ish has voice interconnection with DTAG in place. Though the interconnection agreement with DTAG was terminated as of June 30, 2003, RegTP subsequently ordered the continuation of the interconnection on the basis of the standard DTAG interconnection agreement with certain changes for an indefinite period after DTAG failed to reach a new interconnection agreement with ish. This interconnection agreement with DTAG is a standard agreement as the interconnection regime is heavily regulated.

Other Significant Supply Agreements MSG MSG has entered into a service agreement with ish under which MSG provides digital playout services for a part of ish’s premium cable television offering, such as reception, decoding, multiplexing, encryption, conditional access management and uplinking, as well as contract management for analog carriage agreements. Term Sheet 1 relates to the installation and operation of MSG’s digital playout facility and the allocation of costs and revenues for the distribution of the programs over this facility. Term Sheet 1 has been partially terminated but remains in place with respect to several channels, including the five channels granted to MSG (S27-31) through which ish has enabled MSG the provision of feed-in services in ish’s network to Premiere. Term Sheet 1 generally expires on February 1, 2009 and, with respect to services related to the distribution of Premiere, on December 31, 2007. The parties further agreed to renegotiate this Term Sheet in good faith by December 31, 2005. Term Sheet 4, relates to contract management for the analog nationwide feed-in agreements. Term Sheet 4 has an indefinite term. It can be terminated by either party at the end of each year with six months’ notice. DTAG has recently terminated several nationwide carriage agreements administered by MSG under Term Sheet 4 with effect from December 31, 2005 and has announced its intention to terminate several others by the end of 2006. As a consequence of such termination, these agreements would no longer be administered by MSG under Term Sheet 4 and the scope of services rendered under this Term Sheet would therefore be largely reduced. Furthermore, ish, MSG and all other Level 3 operators have entered into an agreement under which MSG renders certain services related to the distribution of ish’s foreign-language programming packages in addition to the services provided under Term Sheet 1. This agreement expired on December 31, 2004 but has been prolonged for the purpose of the currently ongoing renegotiations of the digital platform services related to the foreign-language package. ish expects to be technically able to carry out such services in its NOC by the end of 2005. But see “Risk factors—We rely on MSG, a subsidiary of KDG, for the provision of certain digital playout services and because of changes in our relationship with MSG, our premium cable television services could be disrupted or may lead to higher costs. Existing contracts of MSG with third parties, especially Premiere, as well as our current agreements with MSG could adversely affect the development of our digital strategy.” In addition, ish and MSG entered into an agreement with respect to the transitional provision of certain additional conditional access services for existing MSG smart cards, especially the use of an “ish zone” on MSG smart cards which allows the individual activation and deactivation of ish’s digital offering. Unless the parties agree otherwise, this agreement will expire on July 31, 2005 and the “ish zone” will be removed from the MSG smart cards. ish expects to be technically able to carry out such services for ish or other adequate smart cards in its NOC by the end of 2005. But see “Risk factors—We rely on MSG, a subsidiary of KDG, for the provision of certain digital playout services and because of changes in our relationship with MSG, our premium cable television services could be disrupted or may lead to higher costs. Existing contracts of MSG with third parties, especially Premiere, as well as our current agreements with MSG could adversely affect the development of our digital strategy.” Nagra ish entered into a conditional access system agreement with Nagravision S.A. (“Nagra”) on March 17, 2004 under which Nagra agreed to sell and install parts of ish’s conditional access system, including hardware equipment; to grant licenses for the respective intellectual property rights for the conditional access system; and to provide maintenance, support and security services to ish. Under the agreement, ish was also granted an option to purchase smart cards from Nagra, which ish exercised in early March 2005 through an initial order of 50,000 smart cards. Both Nagra and ish may terminate the agreement for cause upon written notice. Subject to certain notice requirements, Nagra may terminate the maintenance and support agreement if it becomes unable to maintain and support the conditional access system under certain conditions. Betacrypt agreements On April 21, 2005, ish concluded the Betacrypt agreements with Premiere SCAS Satellite Services GmbH, Nagra and BetaResearch. These agreements were modified by an addendum dated June 14, 2005 (“Betacrypt agreements”). Subject to certain restrictions, the Betacrypt agreements grant ish different software licenses required to operate conditional access systems in North Rhine-Westphalia using combined BetaResearch/Nagra technology. This conditional access technology has also been licensed to MSG for the distribution of Premiere. 185

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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

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    Net Loss Net loss was €17.9 milli

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    Pension Obligations As of March 31,

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    Term Sheets with DTAG, BRN-ish agre

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    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 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: Lease of space for broadband cable
  • 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
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  • Page 211 and 212: period (unless the interest period
  • Page 213 and 214: Subordinated Bridge Facility In con
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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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  • Page 229 and 230: provisions described under “—De
  • Page 231 and 232: In addition, the Intercreditor Agre
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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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