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iesy Repository GmbH - Irish Stock Exchange

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SECURITY OWNERSHIP<br />

The chart below sets forth our group structure. For further information on our structure, see “The ish Acquisition—<br />

Potential Post-Acquisition Reorganization.”<br />

Our Group Structure<br />

We have 54 shareholders and are controlled by AP Cable LLC, a Delaware limited liability company, which holds<br />

approximately 39.7% of the equity interest in <strong>iesy</strong> <strong>Repository</strong>. AP Cable LLC is wholly owned by AIF V Euro Holdings,<br />

L.P., a limited partnership under Cayman Islands law combining shareholdings of the Apollo group of companies and other<br />

funds in Europe. Apollo is the sole manager of AP Cable LLC and thus has the sole responsibility for the management of AP<br />

Cable LLC. The following diagram sets forth a simplified summary of our corporate structure. We may make certain<br />

changes, which have not yet been determined, to our group structure following each or both of the ish Acquisition and the<br />

Financing; our resulting group structure may be influenced by several factors, including tax and operational considerations.<br />

See “The ish Acquisition—Potential Post-Acquisition Reorganization”.<br />

(1) Following the ish Acquisition, Apollo controls a 39.7% equity interest in TopCo through a management agreement<br />

with its affiliate, AP Cable LLC.<br />

(2) TopCo GP is a société anonyme organized under the laws of Luxembourg, which serves as the general partner of<br />

TopCo.<br />

(3) TopCo is a société en commandite par actions organized under the laws of Luxembourg which is managed by TopCo<br />

GP, a general partner in the form of a société anonyme.<br />

(4) <strong>iesy</strong> <strong>Repository</strong> is a holding company that conducts no activities other than the payment of certain fees to shareholders<br />

and of certain salaries to management.<br />

(5) New <strong>iesy</strong> is a holding company that conducts no material activities other than entering into employment agreements<br />

and other related arrangements.<br />

(6) <strong>iesy</strong> GP is the general partner of <strong>iesy</strong> Hessen.<br />

(7) <strong>iesy</strong> Hessen conducts substantially all of <strong>iesy</strong>’s operations and is the parent of three inactive subsidiaries: <strong>iesy</strong> Services<br />

and DeTeKabelService Hessen Beteiligungs-<strong>GmbH</strong>, each 100% owned, and <strong>iesy</strong> Hessen Verwaltungs-<strong>GmbH</strong>, in<br />

which <strong>iesy</strong> <strong>Repository</strong> holds a 0.8% interest. Only <strong>iesy</strong> Services is shown in this chart.<br />

(8) Kabelnetz conducts its operations through several subsidiaries, including ish KG, KSG and ish KS. Although our<br />

structure following the ish Acquisition has not yet been finalized, it is currently envisaged that after completion of the<br />

ish Acquisition, the subsidiaries of Kabelnetz will be merged into Kabelnetz by up-stream and side-stream mergers.<br />

Kabelnetz may be subsequently merged into <strong>iesy</strong> Services. See “The ish Acquisition—Potential Post-Acquisition<br />

Reorganization.”<br />

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