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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

approval by RegTP,

approval by RegTP, provided that the frequencies used are located in frequency ranges in which no security-related radio services are operated, and provided that electromagnetic interferences do not exceed a specified threshold. A similar provision in the preceding Ordinance was deemed by the Federal Ministry of Economics and Labor to conflict with European Community law. It is currently open as to whether this new provision, which added the reference to security-related radio services, is now regarded as being in line with European Community law. iesy also operates AMTV radio links in Hesse. In 1999, the iesy Predecessor obtained the frequency assignments necessary for the operation of the AMTV radio links which iesy continues to hold. iesy is currently in the process of replacing these AMTV radio links. See “Business—Business of iesy—Supply—SLAs with DTAG”. Furthermore, ish operated such AMTV radio links in North Rhine-Westphalia and obtained through its legal predecessor in 1999 the frequency assignments necessary for such operation. However, in 2004 ish started a program to replace all or at least most of these AMTV radio links. See “Business—Business of ish—Supply—SLAs with DTAG”. To the extent we no longer operate the respective AMTV radio links, the frequency assignments issued for our operation can be returned to RegTP as they are no longer required and we, after having returned the frequency assignments, will no longer be required to pay the respective frequency fees. Regulation of Fees for Telecommunications Services Fees for telecommunications services of companies with significant market power and of companies which control access to the end customer are generally subject to regulation by RegTP. In past decisions under the TKG–1996, both RegTP and the FCO have considered the regional cable companies formerly owned by DTAG to enjoy dominant positions in their regional markets with respect to the markets of (i) the feeding-in of radio and television programs into telecommunications cable networks, (ii) the distribution of radio and television programs via telecommunications cable networks to end-customers and (iii) the signal delivery to cable network operators on network Level 4. Hence, both the feed-in fees paid by the broadcasters (carriage fees) and the fees paid by subscribers to DTAG (subscription fees) have been subject to fee regulation. In an order of 1999, RegTP imposed certain obligations on the pricing structure for carriage fees levied by DTAG relating to analog programs. Such fees may not discriminate against certain broadcasters and in particular may not differentiate between regional and local programs in relation to federal programs, programs transmitted by terrestrial means in relation to satellite programs, media services in relation to broadcasting services, or freely available programs in relation to encrypted programs. Regulatory orders (“Regulierungsverfügungen”) based on the possession of a dominant position and issued under the TKG–1996 remain valid until they are replaced by new orders pursuant to the TKG–2004. However, under the old regime, RegTP did not object to the current carriage fees or the current subscriber fees charged by iesy or ish. Under the TKG–2004, RegTP must carry out a market analysis with regard to different telecommunications markets and determine which companies are deemed to have significant market power in these markets and if these companies will be subject to regulatory orders which may include in particular access obligations, fee regulation or separate bookkeeping obligations. With respect to the market for radio and television broadcasting services, RegTP is expected to carry out these tasks in the near future. The way in which fees are regulated is dependent on the possession of significant market power as well as on the imposition of access obligations. Access fees of a company with significant market power are generally subject to regulatory review after they have been implemented (ex post review). However, such fees are subject to prior approval by RegTP, in the event that RegTP has imposed access obligations on the company because it deems such regulation necessary for the development of a competitive market (ex ante review). The ex ante fee review does not apply, however, if (i) the company does not have significant market power in the market for end-customer services; (ii) the company did not have significant market power in the relevant market before the TKG–2004 came into force, and (iii) an ex post review of the respective fees is sufficient to reach the objectives of the TKG–2004. The access fees of companies without significant market power which control access to the end customer and on which RegTP has imposed access obligations are also subject to ex post review. Under the TKG–2004, end customer fees are generally subject to ex post review. However, end customer fees charged by companies with significant market power may become subject to prior approval by RegTP if effective competition is not to be expected in that particular market in the near future. During an ex ante review of fees, RegTP examines the fees charged to determine whether they are based on efficient service provision and also whether they are not abusive. In case of an ex post review, RegTP only examines the fees to determine whether they result from an abuse of the company’s significant market power. Fees are found to be abusive in particular when they prevail solely as a result of having significant market power, significantly restrict competition of other telecommunications operators, which, for example, is the case if the fees do not cover the costs, result in a margin squeeze, cover unreasonably bundled products, or are discriminatory. 192

We assume that we will be deemed to possess significant market power under the TKG–2004, and therefore we expect our fees to remain subject to regulation in the future. We do not know, however, whether RegTP will use its discretion to impose access obligations on us and whether our fees will ultimately be subject to an ex ante review. Interconnection and Access Obligations Based on its market analysis, RegTP will determine which companies possess significant market power and whether these companies will be subject to access obligations. It will also determine whether companies without significant market power which control access to end customers will be subject to access obligations. Under the new Telecommunications Act, RegTP can generally impose on network operators that have significant market power or control access to end-customers the obligation to grant access to, or interconnect third parties with, their telecommunications networks. It is in RegTP’s discretion to determine whether access or interconnection to a network must be provided. At present we are unable to predict whether and to what extent RegTP will impose access or interconnection obligations on us. If we are deemed to have significant market power, RegTP will also be authorized to use its discretion to require us to offer our telecommunications services to resellers on a wholesale basis. In addition to the obligations with respect to interconnection with or access to a network, providers of telecommunications services with significant market power must grant third parties access to essential facilities and services used in connection with the provision of telecommunications services. In general, access must be granted on the same conditions that apply to the provider’s own use of such facilities and services, and access to such facilities and services must be offered for individual facilities and services. Consequently, essential facilities and services must be provided unbundled on an as-needed basis, and not in packages that include facilities and services which are not required by the relevant third parties. In the future, RegTP may confiscate profits generated from abusive behavior if certain conditions are met. Rights of Way Under the TKG–2004, operators of telecommunications networks that have been granted rights of way by RegTP are authorized to use public streets, squares, bridges and public waters for the installation of telecommunications lines. Both the installation of new telecommunications lines and the modification of existing telecommunications lines require the consent of the competent road construction and maintenance authority. Any such consent may be subject to certain conditions and other requirements. Rights of way granted under the TKG–1996 remain unaffected by the TKG–2004. Operators that notify their network operations to RegTP under the new Telecommunications Act will be granted rights of way by RegTP upon written request. RegTP will verify, amongst other things, whether the applicant has demonstrated the knowledge needed for the operation of a cable network and whether it is reliable and efficient. Media Regulation Regulation of the media falls within the legislative competence of the German federal states (Bundesländer). In Hesse, the applicable state media law is the Act on Private Broadcasting in Hesse (Gesetz über den privaten Rundfunk in Hessen) and the respective bye-laws, whereas in North Rhine-Westphalia, the applicable state media law is the State Media Act North Rhine-Westphalia (Landesmediengesetz Nordrhein-Westfalen) and the respective bye-laws. The media laws of all 16 states have been partially harmonized by the State Broadcasting Treaty (Rundfunkstaatsvertrag), the State Treaty on Youth Protection (Jugendmedienschutzstaatsvertrag) and the State Treaty on Media Services (Staatsvertrag über Mediendienste). The State Broadcasting Treaty establishes the framework of the German broadcasting system. In particular, it provides for a regime designed to ensure that a diversity of opinions is secured in the mix of public and private radio and television channels and their respective programming. The State Broadcasting Treaty, together with the media laws of each of the states, in particular regulates (i) the establishment and powers of regulatory bodies; (ii) the licensing of private broadcasters; (iii) license and notification requirements in connection with the transmission of radio and television programs; and (iv) the allocation and use of transmission capacities and access to digital playout facilities. In connection with the implementation of the New Framework into German law, the State Broadcasting Treaty has recently been amended, in particular to provide for a review of the currently applicable “must-carry” regime on a regular basis. Furthermore, the states have agreed to another amendment of the State Broadcasting Treaty (8. Rundfunkänderungsstaatsvertrag), which entered into force on April 1, 2005 after ratification by all states (the “Amendment”). The Amendment modifies the existing framework for the allocation of analog transmission capacities, which 193

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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

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    accrual for pending losses. The exp

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    International Financial Reporting S

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    Content Providers Basic Television

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    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 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: Introduction REGULATION German law
  • 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
  • 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
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  • Page 223 and 224: Issuer have agreed that iesy Hessen
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  • Page 227 and 228: the amount of their secured claim.
  • Page 229 and 230: provisions described under “—De
  • Page 231 and 232: In addition, the Intercreditor Agre
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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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