iesy Repository GmbH - Irish Stock Exchange

Beneficial Ownership
The following table sets forth certain information with respect to the current beneficial ownership of our shares:
Beneficial owner
207
Percentage of Outstanding
share capital
AP Cable LLC (1) 39.7%
Finakabel Holdings Limited (2) 16.0%
Funds advised by GoldenTree Asset Management, L.P. (3) 11.6%
Funds advised by Och Ziff (4) 7.4%
SPCP Group, LLC 6.8%
Management (5) 0%
Others 18.5%
Total 100.0%
(1) Apollo is the sole manager of AP Cable LLC and thus has sole responsibility for the management of AP Cable LLC.
(2) Finakabel Holdings Limited is controlled by BC Partners.
(3) The holders of the shares are GoldenTree High Yield Value Master Fund, L.P., GoldenTree High Yield Master Fund,
Ltd., GoldenTree High Yield Master Fund II, Ltd., GoldenTree High Yield Opportunities II L.P., and others.
(4) The record holders of the shares are OZ Master Fund, Ltd., and OZ Europe Master Fund, Ltd.
(5) The percentage of outstanding share capital excludes vested options described above under “Certain Relationships and
Related Party Transactions—Management Equity Participation,” which on a fully diluted basis would increase
management’s holdings to 0.75%. See “Certain Relationships and Related Party Transactions—Management Equity
Participation.”
The amounts and percentages of shares beneficially owned by each shareholder are reported on the basis of SEC rules
governing the determination of beneficial ownership, and the information is not necessarily indicative of beneficial
ownership for any other purposes. Under such rules, a person is deemed to be a beneficial owner of a security if that person
has or shares voting power, which includes the power to vote or direct the voting of a security, or investment power, which
includes the power to dispose of or direct the disposition of a security, and includes securities for which a person holds the
right to acquire beneficial ownership within 60 days. Except as noted otherwise hereinafter, we believe, but are not in a
position to verify, that each beneficial owner named in the above table has sole voting or investment power with respect to all
shares beneficially owned by that owner.
The articles of association of iesy Repository and rules of procedure for the management govern the management of
iesy Repository. Similarly, the articles of association of New iesy and the partnership agreement of iesy Hessen as well as
rules of procedure for the management of New iesy and iesy GP (the general partner of iesy Hessen) govern the management
of our subsidiaries New iesy and iesy Hessen. The rules of procedure for the management of iesy Repository, New iesy and
iesy GP are identical and stipulate, in line with the articles of association and the partnership agreement of the relevant entity,
that certain actions management plans to take require the consent of the relevant entity’s Advisory Board.
Governance Agreements
The articles of association of iesy Repository stipulate that a transfer of a share in iesy Repository requires the consent
of the management of iesy Repository. The articles of association of iesy Repository further provide for a drag-along right in
case a shareholder of iesy Repository holding at least two thirds of the share capital of iesy Repository intends to dispose of
its shares.
The key principles of the constitution of TopCo, including corporate governance, were agreed between iesy Hessen,
iesy Repository and Kabelnetz Ltd. in the Share Purchase Agreement, and are reflected in a securityholders agreement
applicable to all holders of securities in TopCo and TopCo GP.
TopCo is a Luxembourg SCA (société en commandite par actions) managed by TopCo GP, a Luxembourg SA (société
anonyme). TopCo is capitalized by a combination of common shares (the “TopCo Shares”) and convertible preferred equity
certificates (“CPECs” and, together with the TopCo Shares, the “TopCo Securities”). The ultimate capitalization of TopCo
and the terms of the TopCo Securities will be determined in light of applicable corporate and tax considerations by iesy
Hessen in consultation with Kabelnetz Ltd.
All TopCo Securities and shares in TopCo GP (“SA Shares”) are stapled and issued on a pro rata basis. All holders of
such stapled securities rank pari passu in respect of each other in both TopCo and TopCo GP. Ownership and transfers of the