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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

• enter into any

• enter into any material transactions with affiliates except on arm’s length terms; • incur further debt obligations; • enter into a joint venture; • issue share capital; • enter into hedging/treasury transactions other than those permitted by the Senior Credit Agreement; • enter into mergers and make certain acquisitions (other than Permitted Acquisitions (as defined in the Senior Credit Agreement)); and • pay any dividends or make other subordinated payments unless certain financial ratios would continue to be satisfied after such payments. The Senior Credit Facilities also requires us to observe certain affirmative undertakings subject to materiality and other customary and agreed exceptions. These affirmative undertakings, include, but are not limited to, undertakings related to (i) obtaining and renewing all necessary consents, filings and authorizations; (ii) insurance; (iii) taxes; (iv) intellectual property rights; (v) corporate existence and obtaining all required consents or otherwise complying with all applicable laws and directives relevant to the business; (vi) pari passu ranking of all payment obligations under the Finance Documents documentation with other unsecured unsubordinated payment obligations; (vii) compliance with the relevant laws, rules and regulations relating to the environment and telecommunications; (viii) the maintenance of and funding of pension schemes; (ix) required hedging transactions in connection with the Senior Credit Facilities; (x) compliance with accounting principles; and (xi) protecting certain rights and performing certain obligations in connection with the DTAG Agreement and the ish DTAG Agreement. Financial Covenants The financial covenants under the Senior Credit Facilities require, among other things: • maintenance of a minimum fixed charge coverage ratio at 1.00 : 1.00; • maintenance of a minimum total interest coverage ratio; • maintenance of a maximum consolidated leverage ratio; • maintenance of a maximum consolidated senior leverage ratio; and • that our annual aggregate capital expenditures do not exceed 20% of the total revenues for the previous twelve months that end on the financial quarter accounting date immediately preceding the test accounting date. The tables below set forth the minimum total interest coverage ratio and maximum consolidated leverage ratio and consolidated senior leverage ratio under the Senior Credit Agreement at the end of each financial year indicated: Financial year end 212 Total interest coverage ratio Consolidated leverage ratio Consolidated senior leverage ratio 2005 1.65 to 1.00 7.25 to 1.00 4.50 to 1.00 2006 1.65 to 1.00 7.00 to 1.00 4.25 to 1.00 2007 1.75 to 1.00 6.75 to 1.00 3.85 to 1.00 2008 1.95 to 1.00 6.25 to 1.00 3.30 to 1.00 2009 2.00 to 1.00 5.50 to 1.00 2.85 to 1.00 2010 2.30 to 1.00 4.75 to 1.00 2.60 to 1.00 2011 2.50 to 1.00 4.00 to 1.00 2.60 to 1.00 2012 3.00 to 1.00 3.25 to 1.00 2.60 to 1.00 2013 and thereafter 3.00 to 1.00 3.00 to 1.00 2.25 to 1.00 Events of Default The Senior Credit Agreement sets out certain events of default customary for senior debt of this type, the occurrence of which would allow the Senior Lenders to accelerate all outstanding loans and terminate their commitments.

Subordinated Bridge Facility In connection with the ish Acquisition, we have entered into a subordinated bridge facility (the “Subordinated Bridge Facility”) with a syndicate of banks and financial institutions arranged by Citigroup Global Markets Limited, J.P. Morgan plc and Deutsche Bank AG, London Branch. Under the Subordinated Bridge Facility, we have drawn €360.0 million, and have no additional commitments available. The proceeds of the bridge loan have been used solely to finance a portion of the ish Acquisition and to pay related fees and expenses. We intend to repay all of our borrowings under the Subordinated Bridge Facility with the proceeds from the offering of the Notes. Existing Notes In February 2005, iesy Repository issued €215.0 million of 8¾% Senior Notes due 2015 (the “Existing Notes”). The Existing Notes will mature on February 15, 2015. Interest has accrued from February 14, 2005, and will accrue, at the rate of 8¾% per annum, and will be paid on June 30 and December 31 of each year, beginning on June 30, 2005. iesy Repository may redeem all or part of the Existing Notes prior to February 15, 2010 upon payment of a “make whole” premium. At any time on or after February 15, 2010, iesy Repository may redeem the Existing Notes in whole or in part by paying the following redemption prices, if redeemed during the twelve-month period beginning on February 15 of the years indicated below: Year Redemption Price 2010 104.375% 2011 102.188% 2012 101.094% 2013 and thereafter 100.000% In addition, on or before February 15, 2008, iesy Repository may redeem up to 35% of the Existing Notes with the net proceeds from equity offerings at a redemption price of 108.75% of the principal amount thereof for the Existing Notes, plus accrued and unpaid interest to the applicable redemption date. In all other respects, the Existing Notes have the same terms as the terms of the Notes, as described in “Description of the Notes.” Proceeds Loans iesy Repository loaned the gross proceeds of the issuance of the Existing Notes to iesy Hessen under the Initial Proceeds Loan. Part of the proceeds from the Initial Proceeds Loan was used by iesy Hessen to repay and cancel all outstanding amounts under its previous senior facilities agreement. The remaining proceeds of the Initial Proceeds Loan were applied to partially finance the ish Acquisition. iesy Repository also loaned the gross proceeds received under the Subordinated Bridge Facility to iesy Hessen pursuant to the Bridge Proceeds Loan. Upon completion of the offering of the Notes, the Bridge Proceeds Loan (together with the Initial Proceeds Loan, the “Proceeds Loans”) will be amended to reflect that the Subordinated Bridge Facility has been repaid but that iesy Hessen remains obligated to iesy Repository for the same amount as a result of the proceeds from the issuance of the Notes being lent by iesy Repository to iesy Hessen. The proceeds from the Bridge Proceeds Loan were used by iesy Hessen to partially finance the ish Acquisition. Interest does or will accrue on the Proceeds Loans at a rate equal to the interest rate payable on the Existing Notes and the Notes, as applicable, with such adjustments as may be agreed between the parties or necessary to match any additional amounts due thereunder, or any default or special interest payable with respect to the Existing Notes and the Notes. The Initial Proceeds Loan will be repayable in full or in part (as the case may be) at the same time as the repayment in full or in part (as the case may be) of amounts due under the Existing Notes, whether at maturity or upon early redemption, mandatory repurchase or acceleration. The proceeds loan in respect of the Notes will be repayable in full or in part (as the case may be) at the same time as the repayment in full or in part (as the case may be) of amounts due under the Notes, whether at maturity or upon early redemption, mandatory repurchase or acceleration. Pursuant to the Intercreditor Agreement, iesy Hessen may only make payments on the Proceeds Loans (other than to partially fund a shareholder distribution) to the extent that the payment is a payment of scheduled interest (excluding default interest) or any amount payable under any tax indemnity or increased costs provision for additional amounts, so long as such payment is not prohibited by the payment blockage provisions contained in the Intercreditor Agreement. See “—Intercreditor Agreement”. 213

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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

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    Germany, with approximately 30.2 mi

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    Prudently deploying capital. Our de

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    iesy’s Current Basic Cable Televi

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    amounted to €8.0 million or 5.9%

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    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 and 200: in the Munich office of Apax Partne
  • Page 201 and 202: Marketing for Germany and Austria,
  • 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
  • Page 209 and 210: DESCRIPTION OF OTHER INDEBTEDNESS T
  • Page 211: period (unless the interest period
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  • Page 217 and 218: owed by the Insolvent Obligor will
  • Page 219 and 220: DESCRIPTION OF THE NOTES The Issuer
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  • Page 223 and 224: Issuer have agreed that iesy Hessen
  • Page 225 and 226: Subsidiary Guarantor outstanding wh
  • 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
  • Page 247 and 248: supplement or other modification) t
  • Page 249 and 250: (1) the assumption by the transfere
  • Page 251 and 252: Reports Whether or not required by
  • Page 253 and 254: of the European Union on January 1,
  • Page 255 and 256: contemporaneously with any such act
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  • Page 259 and 260: (2) provide for the assumption by a
  • Page 261 and 262: (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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