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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

Management of TopCo and

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 198

in the Munich office of Apax Partners, founded his own advisory firm for mergers and acquisitions and co-founded a start-up in the healthcare services sector, where he served as commercial director and operations director. He also worked in the New York and London offices of James D. Wolfensohn Incorporated. Mr. Block began his career in the corporate finance department of Matuschka GmbH in Munich. Mr. Block graduated from Columbia College with an AB in History and German and received his MBA from the University of Chicago. Jeffrey Benjamin was appointed a member of the Board of Directors in 2005. Mr. Benjamin has been a Senior Advisor to Apollo since September 2002. From January 2002 until September 2002, he was Managing Director of Libra Securities LLC, an investment banking firm. Previously, he served as Co-Chief Executive Officer of U.S. Bancorp Libra, an investment banking firm, from January 1999 until December 2001. Mr. Benjamin is also a director of McLeodUSA Incorporated, Dade Behring Holdings, Inc., NTL Incorporated, EXCO Resources Inc., and Chiquita Brands International, Inc. Raymond Svider was appointed a member of the Board of Directors in 2005. Mr. Svider is a Managing Partner of BC Partners. Prior to joining BC Partners in 1992, Mr. Svider was a Vice-President at Wasserstein Perella & Co., initially in New York, and subsequently in Paris, providing mergers and acquisition advice. Mr. Svider also worked at the Boston Consulting Group in Chicago. Mr. Svider is currently a director of Neopost, Neuf Telecom, and Finakabel. Mr. Svider has an MBA from the University of Chicago and is a graduate of both the Ecole Polytechnique and the Ecole Nationale Supérieure des Télécommunications. Andrew Newington was appointed a member of the Board of Directors in 2005. Mr. Newington is a Senior Partner with BC Partners in London. He joined in 2000 from BT Capital Partners, the private equity arm of Bankers Trust where he completed a number of equity and structured investments. For five years prior to this he worked as a lawyer with Ashurst in London, Paris and Tokyo specializing in mergers and acquisitions. He is currently a director of Baxi, Domestic and Hirslanden. He has an MBA from Columbia Business School and a degree in law from Exeter University. Michael Kramer was appointed a member of the Board of Directors in 2005. Mr. Kramer was a Managing Director with Greenhill & Co. from 2001 to 2005. From 1990 until 2001, he was with Houlihan Lokey Howard & Zukin, an investment banking firm, where he was a Managing Director. Mr. Kramer is also a director of US Health Group, Trump Entertainment Resorts, Inc. and various other privately held companies. Steven Tananbaum was appointed a member of the Board of Directors in 2005. He was a member of the Issuer’s Advisory Board from 2003 to 2005. Mr. Tananbaum is the senior managing member and founding partner of GoldenTree Asset Management, L.P., and heads its Investment Committee as President and Chief Investment Officer. Prior to forming GoldenTree Asset Management, L.P., Mr. Tananbaum joined MacKay Shields as an investment specialist in 1989 and became principally responsible for their high yield products in 1991. Prior to joining MacKay Shields, Mr. Tananbaum worked primarily on high yield and merger and acquisition transactions in the corporate finance department of Kidder, Peabody & Co. Mr. Tananbaum is a graduate of Vassar College (B.A. in Economics) and is a CFA charterholder. Lucien Farrell was appointed a member of the Board of Directors in 2005. Mr. Farrell is a founding partner of Cyrus Capital Partners, L.P. and its affiliate entities, and is responsible for its European operations. Cyrus Capital Partners is an investment management company focused on investing across the capital structures of leveraged companies in Europe and North America and is the successor entity to Och-Ziff Freidheim where Mr. Farrell was a principal from 2002 until 2004. From 2000 until 2002, Mr. Farrell was a principal at Apollo Management V, L.P. in their London office. Mr. Farrell began his career in the Merger & Acquisitions and Principal Investment Area of Goldman Sachs in New York and London respectively. Mr. Farrell graduated from the University of Cambridge with an M.A. degree in Economics. Management of iesy In accordance with German corporate law, iesy is managed by its Managing Directors (Geschäftsführer) and supervised by a non-statutory Advisory Board (Beirat). These two bodies are separate. No individual may be a member of both bodies. Responsibilities for iesy’s operations are allocated to members of iesy’s senior management. Managing Director The Managing Director is responsible for the day-to-day management of iesy’s business. The Advisory Boards of the Company and New iesy appoint the Managing Director of the Issuer and New iesy, respectively, and are authorized to remove them, while the managing director of iesy GP is appointed and removed by the company’s shareholders meeting. The principal function of the Advisory Boards is to monitor the Managing Director. The Managing Director is obligated to report regularly to the Advisory Boards on iesy’s business activities and strategy, and the Advisory Boards may request additional reports at any time. The Managing Director must obtain prior approval from the Advisory Boards with respect to certain 199

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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

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    [GRAPHIC] [GRAPHIC] Level 4 is the

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    shared access basis. In this case,

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    The following table shows several k

  • Page 147 and 148: In the domestic market, the German
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  • 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
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  • Page 181 and 182: Term Sheet Service Duration Co-use
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  • 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
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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 211 and 212: period (unless the interest period
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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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    (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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