iesy Repository GmbH - Irish Stock Exchange

Management of TopCo and TopCo GP
MANAGEMENT
TopCo was incorporated under the laws of the Grand Duchy of Luxembourg on June 10, 2005 as a société en
commandite par actions. Copies of its constitutional documents were filed with the Registry of Commerce in Luxembourg on
June 22, 2005. The registered office of TopCo is at 14, rue Erasme, L-1468 Luxembourg. TopCo is registered with the
Registry of Commerce in Luxembourg under number B 108.625. The Articles were amended by general meetings of
TopCo’s shareholders on June 24, 2005.
TopCo GP was incorporated under the laws of the Grand Duchy of Luxembourg on June 10, 2005 as a société
anonyme. Copies of its constitutional documents were filed with the Registry of Commerce in Luxembourg on June 22, 2005.
The registered office of TopCo GP is at 14, rue Erasme, L-1468 Luxembourg. TopCo GP is registered with the Registry of
Commerce in Luxembourg under number B 108.624. The Articles were amended by general meetings of TopCo GP’s
shareholders on June 24, 2005.
For further description of the corporate structure of TopCo and TopCo GP, see “Security Ownership—Governance
Agreements.”
TopCo is managed by TopCo GP, its general partner and manager. TopCo will have one Managing Director and we are
in the process of identifying such Managing Director.
Board of Directors
TopCo GP’s Board of Directors currently consists of nine members. Each member of the Board of Directors has been
appointed for a renewable term of 2 years. The members of the Board of Directors elect the Chairman of the Board of
Directors. Resolutions of the Board of Directors generally require a simple majority of the votes cast. In case of a tie-vote, a
motion is deemed rejected. The following table sets out the name, age, position and the year of appointment for each of the
members of TopCo GP’s Board of Directors.
Name Age Position Year First Appointed
Eric Zinterhofer 33 Chairman 2005
Marc Rowan 42 Member 2005
Michael Block 36 Member 2005
Jeffrey Benjamin 43 Member 2005
Raymond Svider 42 Member 2005
Andrew Newington 37 Member 2005
Michael Kramer 36 Member 2005
Steven Tananbaum 40 Member 2005
Lucien Farrell 30 Member 2005
Eric Zinterhofer was appointed Chairman of the Board of Directors in 2005. He was a member of the Issuer’s
Advisory Board from 2003 to 2005. Mr. Zinterhofer joined Apollo in 1998 and is currently a partner there. From 1994 to
1996, Mr. Zinterhofer was a member of the Corporate Finance Department at Morgan Stanley Dean Witter & Co. From 1993
to 1994, Mr. Zinterhofer was a member of the Structured Equity Group at J.P. Morgan Investment Management. Mr.
Zinterhofer also serves on the board of directors of Central European Media Enterprises Ltd. Mr. Zinterhofer graduated cum
laude from the University of Pennsylvania, with BA degrees in Honors Economics and European History and received his
MBA from the Harvard Business School.
Marc Rowan was appointed a member of the Board of Directors in 2005. He was the Chairman of the Issuer’s
Advisory Board from 2003 to 2005. Mr. Rowan co-founded Apollo in 1990. Prior to 1990, Mr. Rowan was a member of the
Mergers & Acquisitions Group of Drexel Burnham Lambert Incorporated, with responsibilities in high yield financing,
transaction idea generation and merger negotiation. Mr. Rowan currently also serves on the boards of directors of AMC
Entertainment Inc., Cablecom GmbH, National Financial Partners, Inc., Quality Distribution Inc., and SkyTerra
Communications, Inc. He is a founding member and serves on the executive committee of the Youth Renewal Fund and is a
member of the board of directors of the National Jewish Outreach Program and the Undergraduate Executive Board of The
Wharton School. Mr. Rowan graduated summa cum laude from the University of Pennsylvania’s Wharton School of
Business with a BS and received an MBA in Finance.
Michael Block was appointed a member of the Board of Directors in 2005. He was previously the Issuer’s Managing
Director from 2002 to 2005 and also served as a Managing Director of New iesy and iesy GP, the general partner of iesy’s
operating subsidiary iesy Hessen, from 2003 to 2005. Mr. Block joined Apollo in 2001. Prior to that time, Mr. Block worked
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