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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

material matters, but

material matters, but the Advisory Boards are generally not entitled to assume management functions and interfere with the day-to-day management of iesy’s business. The Issuer currently has one Managing Director: Name Age Position Year first appointed Parm Sandhu 36 Managing Director 2005 New iesy and iesy GP, the general partner of iesy Hessen, have one Managing Director: Name Age Position Year first appointed Parm Sandhu 36 Managing Director 2003 Parm Sandhu is the Chief Executive Officer (and formerly Chief Financial Officer) of iesy Hessen and has been a Managing Director of its general partner, iesy GP, New iesy since 2003. Upon completion of the ish Acquisition, Mr. Sandhu was appointed Managing Director of iesy Repository, Kabelnetz, Kabelnetz GP, ish GP, ish KS GP, and KSG. Mr. Sandhu was previously Finance Director Europe with Liberty Media International where he led numerous transactions including the attempted acquisition of KDG. Prior to that, Mr. Sandhu worked for six years with Telewest Communications plc in a number of senior finance and strategy roles. Mr. Sandhu trained as an auditor with PricewaterhouseCoopers in London, before spending two years in their transaction support group. Mr. Sandhu graduated from Cambridge University with a BA Honors degree in Mathematics. Mr Sandhu is an ACA qualified accountant and a member of both the Institute of Chartered Accountants in England and Wales and the Chartered Institute of Marketing. The business address of iesy’s Managing Director is Kleyerstraße 88, 60326 Frankfurt am Main, Germany. Senior Management Responsibilities for the operations of iesy Hessen are allocated to iesy’s senior management, as set forth in the following table: Name Age Position Year first appointed Parm Sandhu 36 Chief Executive Officer 2005 Colin Büchner 37 Chief Operating Officer 2005 Gary Ferrera 43 Chief Financial Officer 2005 Christoph Lüthe 36 Vice President Named Account Management (NAM) Sales & Marketing 2003 Franz Matouschek 48 Vice President Consumer Sales & Marketing 2005 Jim Brown 43 Vice President New Products Sales & Marketing 2005 Colin Büchner is iesy’s Chief Operating Officer. Mr. Büchner studied Electrical and Information Engineering in Chemnitz, and worked at Siemens AG, Munich, and has worked in telecommunications and media since 1994. Prior to joining iesy, Mr. Büchner was Deputy Managing Director of RSL COM Deutschland GmbH and responsible for network operations, marketing, and product development. Prior to holding this position, he worked for BT Viag Intercom. Mr Büchner joined iesy in 2001 and served as iesy’s Vice President Technology & Network Operations until 2005, when he was appointed COO, which includes responsibility for Network Operations. Gary Ferrera is iesy’s Chief Financial Officer. Mr. Ferrera has worked in accounting and finance since 1991, most recently as a Director at Citigroup’s Global Corporate and Investment Bank where he spent the majority of the last five years advising and financing European media companies. Prior to his business career, he also served over seven years in the U.S. Army. Mr. Ferrera graduated magna cum laude from Bentley College with a BS in Accounting and received his MBA from the Kellogg School of Management, Northwestern University. He joined iesy as CFO in 2005. Christoph Lüthe is iesy’s Vice President Named Account Management (NAM) Sales and Marketing. Mr. Lüthe studied Electronics/Telemetrics in Mannheim and received his MBA at London Business School. Prior to joining iesy, Mr. Lüthe worked for Motorola Inc., where he held the position of Director of Sales in Germany and Central Europe. He also worked in Motorola’s Broadband Communications Division and was involved in the integration of the German segments of Motorola. He joined iesy in 2003. Franz Matouschek is iesy’s Vice President Consumer Sales and Marketing. Mr. Matouschek was previously with PrimaCom for 4 years, where he held the position of Managing Director of Sales and Marketing. Prior to that, he spent 3 years at Premiere as Director of Trade Sales and Marketing, 3 years at Motorola as Director of Marketing and Product 200

Marketing for Germany and Austria, and 5 years with Samsung and Panasonic in marketing-related management roles. He joined iesy in 2005. Jim Brown is iesy’s Vice President New Products Sales and Marketing. Mr. Brown was previously with ntl Group Ltd. in the United Kingdom for 13 years, where he held the position of Sales and Marketing Director, responsible for the south of England and Scotland. During his time with ntl, he was involved in the integration of the UK consumer areas of Cable & Wireless plc, Comtel and Comcast into ntl and subsequently assumed responsibility for the Consumer Sales and Marketing of what had been Comtel for the south and central areas of England. He joined iesy in 2002 and until recently was iesy’s Vice President Consumer Sales and Marketing before being appointed Vice President New Products Sales and Marketing. Advisory Board iesy’s Advisory Board currently consists of two members, both of whom are shareholder representatives. Each Advisory Board member has been appointed for a renewable term of about 4 years. Both members of the Advisory Board are also members of the advisory boards of iesy’s subsidiaries New iesy and iesy Hessen. The members of the Advisory Board elect the Chairman of the Advisory Board. Resolutions of the Advisory Board 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 iesy’s Advisory Board. Name Age Position Year first appointed Robert Falk 67 Member 2003 Brooks Newmark 47 Member 2003 Robert Falk has been a member of the Advisory Board since 2003. Mr. Falk joined Apollo in 1992. Prior to joining Apollo, Mr. Falk was a senior partner in the law firm of Skadden, Arps, Slate, Meagher & Flom, heading legal teams in a wide range of commercial transactions, including public and private corporate financing, leveraged acquisitions and financial restructuring. Mr. Falk received a BA from Yale University and a law degree from the Harvard Law School. Brooks Newmark has been a member of the Advisory Board since 2003. Mr. Newmark has been associated with Apollo since 1993, became a partner in 1998 and is currently responsible for Apollo’s London office. From 1987 to 1992, he was a Managing Director of Newmark Brothers Ltd., a corporate finance advisory firm, based in London, England. Prior to 1987, Mr. Newmark served as a Vice President in the International Division of Shearson Lehman Brothers, Inc. in New York. Mr. Newmark was elected a Member of Parliament in the United Kingdom in 2005. He graduated with an AB from Harvard College in 1980 and an MBA from the Harvard Business School in 1984. Board Practices iesy Hessen, iesy’s primary operating subsidiary, is a limited partnership organized under German law. The sole general partner of iesy Hessen is iesy GP. The Advisory Board of iesy Hessen monitors the Managing Directors of iesy GP and typically holds monthly meetings to review its affairs. The Advisory Board of iesy Hessen also establishes the rules of procedure for iesy GP’s Managing Directors, and certain decisions of iesy GP’s management are subject to prior approval of iesy Hessen’s Advisory Board. The Managing Directors of iesy GP are appointed and removed by the company’s shareholders’ meeting. Compensation The aggregate compensation paid to the Managing Directors of the Issuer, New iesy and iesy GP for the year ended December 31, 2004 amounted to €2.5 million, part of which was due and paid to the company’s former managing director, Dr. Jan B. Rittaler, who resigned as a managing director of iesy GP on October 7, 2004. There was no compensation paid to the Advisory Board members in 2004. Reimbursement of travel costs for the Advisory Board members amounted to €40,000 in 2004 (the board consisted of six members in 2004). For details on the equity participation of iesy’s management, please see “Security Ownership.” Management of ish In accordance with German corporate law, each of Kabelnetz, Kabelnetz GP (the general partner of Kabelnetz KG), ish GP (the general partner of ish KG), and ish KS GP (the general partner of ish KS) and KSG (collectively, the “ish entities”) is managed by its Managing Directors (Geschäftsführer) and, except for Kabelnetz, Kabelnetz GP and KSG, supervised by nonstatutory Advisory Boards (Beiräte). These two bodies are separate. No individual may be a member of both bodies. 201

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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

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    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 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: in the Munich office of Apax Partne
  • 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
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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 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
  • Page 233 and 234: Euro Note to and including February
  • Page 235 and 236: circumstances referred to above exi
  • Page 237 and 238: that it has unconditionally exercis
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  • Page 241 and 242: description of this covenant and no
  • Page 243 and 244: Date of any Indebtedness that has b
  • Page 245 and 246: (13) Investments in an aggregate am
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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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