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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

Managing Directors The

Managing Directors The Managing Directors are responsible for the day-to-day management of the ish business. The Managing Directors of ish are appointed and removed by the relevant company’s shareholders meeting. The principal function of the Advisory Boards is to monitor the Managing Directors. The Managing Directors are obligated to report regularly to the Advisory Boards on the business activities and strategy of ish, and the Advisory Boards may request additional reports at any time. The Managing Directors must obtain prior approval from the Advisory Boards with respect to certain material matters, but the Advisory Boards are generally not entitled to assume management functions and interfere with the day-to-day management of the ish business. Each of the ish entities has one Managing Director. The Managing Director of (i) Kabelnetz and Kabelnetz GP (the general partner of Kabelnetz KG) as well as (ii) ish GP (the general partner of ish KG), ish KS GP (the general partner of ish KS) and KSG is identical in each case. Kabelnetz and Kabelnetz GP Name Age Position Year first appointed Parm Sandhu 36 Managing Director 2005 ish GP, ish KS GP and KSG Name Age Position Year first appointed Parm Sandhu 36 Managing Director 2005 The business address of ish’s Managing Director is Widdersdorfer Straße 399-403, 50933 Köln, Germany. Senior Management Responsibilities for the operations of ish are allocated to ish’s senior management, as set forth in the following table: Name Age Position Year first appointed Parm Sandhu 36 Chief Executive Officer 2005 Ralf Weber 43 Chief Operating Officer 2004 Günther Stein 42 Chief Technology Officer 2003 Carla Wagner 42 Chief Financial Officer 2004 Gerard Tyler 42 Treasurer 2003 Nakul Dewan 36 Vice President Marketing 2002 Markus Oswald 36 Vice President Sales 2004 Andrew Gill 54 Vice President Procurement & Administration 2003 Stefan Lennardt 37 Vice President Corporate Communications 2003 Birgit Oßendorf-Will 42 Vice President Human Resources 2002 Janos Sivo 58 Vice President Information Technology 2001 Heinz Benesch 42 Vice President Legal 2004 Ralf Weber is ish’s Chief Operating Officer. He joined ish in July 2000 as a consultant and was appointed Vice President Customer Services in April 2001. He became Chief Operating Officer in October 2004. He is responsible for internal control of the customer service center as well as the organization of support and technical customer service teams and co-ordination of ish’s operations. Mr. Weber also has experience in customer service in the publishing business and has worked in the European CRM Department of EDS. Günther Stein is ish’s Chief Technology Officer. He joined ish in 2001 as Director of Engineering and was appointed Chief Technology Officer in January 2003. He is responsible for operations, monitoring and maintenance of the infrastructure, as well as the planning of expansion of the cable network. Prior to working for ish, he was Head of Network Infrastructure Heilbronn/Stuttgart at KBW, where he was responsible for the technical organization of the cable network. Carla Wagner is ish’s Chief Financial Officer. She joined ish in March 2003 as Vice President in Accounting & Controlling. She was appointed Chief Financial Officer in October 2004. She has responsibility for all aspects of finance, including accounting, controlling, financial planning, cash management, tax and insurance. The Human Resources Department also reports to her. Prior to this, she was at Deutsche Telekom in portfolio management for KDG. Ms. Wagner has worked in the German cable market since 1989. Within DeTeKS, Ms. Wagner was managing director (Geschäftsführer) of Central Servicegesellschaft. She also managed various projects during the sales process of DTAG’s cable businesses. Ms. Wagner is a member of the audit committee of the Chamber of Commerce and Industry in Bonn. 202

Gerard Tyler is ish’s Treasurer. He joined ish as a consultant in October 2002 and was appointed Treasurer in January 2003. Until October 2004, he was responsible for cash flow, tax and insurance issues and financial planning. He is now focused entirely on the sale and long-term financing of ish. Prior to joining ish, he was Treasurer at Telewest Communications PLC, the second largest cable operator in England. Mr. Tyler qualified as an accountant with Ernst & Whinney and has held treasury positions with several U.K. companies. Nakul Dewan is ish’s Vice President in charge of the Marketing Department. He is responsible for market research, product marketing, distribution and brand communication. He joined ish in 2001 as a Director for Product Marketing. Prior to working for ish, he was Vice President at PrimaCom AG heading their Marketing Department. Markus Oswald is ish’s Vice President of Sales. He joined ish in December 2003 as the Vice President of Strategic Customers and Operation Development. In May 2004, he assumed responsibility for the entire sales organization. Mr. Oswald has been in the cable industry since 1995. In his previous positions he was Geschäftsführer at DeTeKS Hamburg/Schleswig-Holstein/Mecklenburg-Vorpommern GmbH & Co. KG, Hamburg and Head of Business Sales at KDG Hamburg/Schleswig-Holstein/Mecklenburg-Vorpommern GmbH & Co. KG, Hamburg. Andrew Gill is ish’s Vice President of Procurement and Administration. Mr. Gill has previously served as person responsible for procurement from July 2000 to January 2003, after which he served as ish’s Director Procurement and Administration until December 2003. He has 25 years experience in the electronics and telecommunications industries, mainly in procurement, but also in project management and operational roles. He has been employed during the last ten years with One2One, Videotron and Motorola NSS. He has also served as Director of Operations Europe for Motorola GTSG from July 1997 to June 2000 and Vice President Procurement at Callahan Associates from July 2000 to January 2003. Stefan Lennardt is ish’s Vice President of Corporate Communication. He joined ish in October 2001 as Director for Public Affairs and was appointed Vice President of Corporate Communications in May 2003. Mr. Lennardt is responsible for ish’s internal and external communications as well as political issues. In 1998, he participated in the election campaign for the lower house of Parliament of the SPD and was subsequently the spokesman of the party of North Rhine-Westphalia in Düsseldorf for three years. Birgit Oßendorf-Will is ish’s Vice President in charge of the Human Resources Department. She joined ish in July 2001 as Human Resources Director and became Vice President of Human Resources in August 2002. She has previously been with AT&T, as Head of Human Resources and as Compensation and Benefits Manager for Europe. From 1998 to 2001, she worked at Sybase as Human Resources Manager responsible for Central Europe. Janos Sivo is ish’s Vice President of Information Technology. He joined ish in 2000. From 1985 to 2000 he was at Videotron, a cable TV provider. At Videotron he was Director of Strategic Planning for Canada and later was promoted to Director of Information Systems Great Britain. Subsequently he was Executive Vice President for Information Systems for Canada and the U.S. Mr. Sivo also serves as Chairman and non-executive director of Cartesian Limited, a U.K. consulting and information technology software development company, and has acted as consultant to several customers of Cartesian Limited, including Telewest (U.K.), ONO (Spain) and NC Numéricale (France). Heinz Benesch is ish’s Vice President Legal and was a Managing Director of Kabelnetz and Kabelnetz GP (the general partner of Kabelnetz KG) from 2004 up until the completion of the ish Acquisition by iesy Hessen on June 24, 2005. He was an attorney at the law firm Coudert Schürmann for seven years. He was an advisor of ish before joining ish in 2001 as Director Legal. He has broad experience in corporate and contractual law, as well as media and telecommunications regulation. Certain retention and incentive plans In addition to their fixed and variable contractual salary, most members of ish’s management participate in two retention and incentive plans of ish designed to retain their services and to motivate and reward them for increasing the value of ish. The plans were established in 2002 and 2004, respectively. The total compensation that may be awarded under the 2004 plan, payable in 2005, amounts to €1.7 million. The total compensation that will be awarded under the 2002 plan, triggered by and payable following completion of the ish Acquisition amounts to €7.5 million and subsequently the 2002 plan will be terminated by such payment. ish has corresponding reserves on its balance sheet for such payments. Advisory Boards The Advisory Boards for all ish entities currently consist of the same two members, both of whom are shareholder representatives. Each Advisory Board member has been appointed for a renewable term of about four years. The members of 203

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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

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    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
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  • Page 197 and 198: • Providers who had a dominant po
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  • 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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  • 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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    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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