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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

• be effectively

• be effectively subordinated to any existing and future Indebtedness of Subsidiaries of the Issuer that are not Subsidiary Guarantors; and • be represented by one or more registered Notes in global form, but in certain circumstances may be represented by Definitive Registered Notes. See “Book-Entry, Delivery and Form.” As of March 31, 2005, after giving pro forma effect to the Transactions, the Issuer would have had outstanding €1,625 million equivalent aggregate principal amount of Indebtedness (including the Notes). Principal, Maturity and Interest In this offering, the Issuer will issue €235.0 million aggregate principal amount of Euro Notes and $151.0 million aggregate principal amount of Dollar Notes. The Notes will be issued in minimum denominations of €50,000 or $75,000, as the case may be, and integral multiples of €1,000 or $1,000, as the case may be, in excess thereof. The Notes will mature on February 15, 2015. Interest on the Euro Notes will accrue at the rate of 10.125% per annum. Interest on the Dollar Notes will accrue at the rate of 10.375% per annum. Interest on all series of the Notes will: • accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid; • be payable in cash semi-annually in arrears on June 30 and December 31, commencing on December 31, 2005, and on the final maturity date; • be payable to the holder of record of that Note on June 15 and December 15 immediately preceding the related interest payment date; and • be computed on the basis of a 360-day year comprised of twelve 30-day months. The rights of holders of beneficial interests in the Notes to receive the payments of interest on the Notes are subject to applicable procedures of the book-entry depositary and Euroclear, Clearstream or DTC, as applicable. Methods of Receiving Payments on the Notes Principal, premium, if any, and interest on the Global Notes (as defined below) will be payable at the specified office or agency of one or more Paying Agents; provided that all such payments with respect to Notes represented by one or more Global Notes registered in the name of a nominee for and deposited with a common depositary of Euroclear, Clearstream or DTC, as applicable, will be made by wire transfer of immediately available funds to the account specified by the Holder or Holders thereof. Principal, premium, if any, and interest on any certificated securities that do not include the global legend set forth in the Indenture (“Definitive Registered Notes”) will be payable at the specified office or agency of one or more Paying Agents in each of the City of London, the Borough of Manhattan, City of New York and Dublin, Ireland, in each case, maintained for such purposes. In addition, interest on the Definitive Registered Notes may be paid by check mailed to the person entitled thereto as shown on the register for the Definitive Registered Notes. See “—General—Paying Agent and Registrar for the Notes.” Paying Agent and Registrar for the Notes The Issuer will maintain a Paying Agent for the Notes in (i) the City of London, (ii) the Borough of Manhattan, City of New York and (iii) Dublin, Ireland, for so long as the Notes are listed on the Official List of the Irish Stock Exchange and its rules so require. The Issuer will also undertake under the Indenture that it will ensure, to the extent practicable, that it maintains a paying agent in a European Union member state that will not be obliged to withhold or deduct tax pursuant to the European Union Directive 2003/48/EC regarding the taxation of savings income (the “Directive”). The initial Paying Agents will be The Bank of New York in London, The Bank of New York, New York Branch, in New York and AIB/BNY Fund Management (Ireland) Limited in Dublin. The Issuer will also maintain one or more registrars (each, a “Registrar”) and a transfer agent in each of (i) the City of London, (ii) from and after the issuance of any Definitive Notes, in the Borough of Manhattan, City of New York and (iii) for so long as the Notes are listed on the Official List of the Irish Stock Exchange and its rules so require, Dublin, Ireland. The initial Registrar will be The Bank of New York. The initial transfer agents will be The Bank of New York, London Branch, 220

in London, the Bank of New York, New York Branch, in New York and AIB/BNY Fund Management (Ireland) Limited in Dublin. The Registrar will maintain a register reflecting ownership of Definitive Registered Notes outstanding from time to time and the transfer agents in each of London, New York and Dublin will make payments on and facilitate transfers of Definitive Registered Notes on behalf of the Issuer. Each transfer agent shall perform the functions of a transfer agent. The Issuer may change any Paying Agent, Registrar or transfer agent for the Notes without prior notice to the Holders of such Notes. However, for so long as the Notes are listed on the Official List of the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, the Issuer will deliver notice of the change in a Paying Agent, Registrar or transfer agent to the Companies Announcement Office in Dublin. The Issuer or any of its Subsidiaries may act as Paying Agent (other than with respect to Global Notes) or Registrar in respect of any series of the Notes. Transfer and Exchange Euro Notes sold within the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act will initially be represented by one global note in registered form without interest coupons attached (the “Euro Rule 144A Global Note”). Euro Notes sold outside the United States pursuant to Regulation S under the Securities Act will initially be represented by a temporary global note in registered form without interest coupons attached (the “Temporary Euro Reg S Global Note”, and together with the Euro Rule 144A Global Note and the Permanent Euro Reg S Global Note (defined below), the “Euro Global Notes”). Dollar Notes sold within the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act will initially be represented by one global note in registered form without interest coupons attached (the “Dollar Rule 144A Global Note” and, together with the Euro Rule 144A Global Note, the “Rule 144A Global Notes”). Dollar Notes sold outside the United States pursuant to Regulation S under the Securities Act will initially be represented by a temporary global note in registered form without interest coupons attached (the “Temporary Dollar Reg S Global Note” and, together with the Dollar Rule 144A Global Note and the Permanent Dollar Reg S Global Note (defined below), the “Dollar Global Notes”). The Euro Global Notes and the Dollar Global Notes are collectively referred to as the “Global Notes”. Beneficial ownership interests in the Temporary Euro Reg S Global Note may be exchanged for interests in the Euro Rule 144A Global Note, a permanent Euro Regulation S global note (the “Permanent Euro Reg S Global Note”) or a Definitive Registered Note only after the 40th day after the date of the initial issuance of the Notes, and then only (i) upon certification in form reasonably satisfactory to the Transfer Agent that the beneficial ownership interests in such Permanent Euro Reg S Global Note are owned by or being transferred to either non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act and (ii) in the case of an exchange for a Definitive Registered Note, in compliance with the requirements described hereunder. Beneficial ownership interests in the Temporary Dollar Reg S Global Note will be automatically exchanged for interests in a permanent Dollar Regulation S global note (the “Permanent Dollar Reg S Global Note” and, together with the Temporary Dollar Reg S Global Note, Permanent Euro Reg S Global Note and the Temporary Euro Reg S Global Note, the “Reg S Global Notes”) after the 40th day of the initial issuance of the Notes. The Euro Global Notes will be deposited with a common depositary for Euroclear and Clearstream. The Euro Global Notes may be transferred only to another nominee of Euroclear and/or Clearstream, to a successor of Euroclear and/or Clearstream and/or to a nominee of such successor. The Dollar Global Notes will be deposited with The Bank of New York, New York Branch, as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC. The Dollar Global Notes may be transferred only to another nominee of DTC, to a successor of DTC and/or to a nominee of such successor. Ownership of interests in the Global Notes (“Book-Entry Interests”) will be limited to persons that have accounts with Euroclear, Clearstream or DTC as applicable, or persons that may hold interests through such participants. Ownership of interests in the Book-Entry Interests and transfers thereof will be subject to the restrictions on transfer and certification requirements summarized below and described more fully under “Notice to Investors.” In addition, transfers of Book-Entry Interests between participants in Euroclear, participants in Clearstream or participants in DTC will be effected by Euroclear, Clearstream or DTC, as applicable, pursuant to customary procedures and subject to the applicable rules and procedures established by Euroclear, Clearstream or DTC, as applicable, and their respective participants. Book-Entry Interests in a Rule 144A Global Note (the “Rule 144A Book-Entry Interests”) may be transferred to a person who takes delivery in the form of Book-Entry Interests in a Reg S Global Note (the “Reg S Book-Entry Interests”) denominated in the same currency only upon delivery by the transferor of a written certification (in the form provided in the Indenture) to the effect that such transfer is being made in accordance with Regulation S under the Securities Act. Prior to 40 days after the date of initial issuance of the Notes, ownership of Reg S Book-Entry Interests will be limited to persons that 221

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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

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    Supply The following chart shows th

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    Term Sheet Service Duration Offer o

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    y the new fiber system. See “Oper

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    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 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
  • Page 217 and 218: owed by the Insolvent Obligor will
  • Page 219: DESCRIPTION OF THE NOTES The Issuer
  • 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
  • Page 239 and 240: time outstanding not exceeding (i)
  • 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
  • Page 257 and 258: 25% in principal amount of the outs
  • Page 259 and 260: (2) provide for the assumption by a
  • Page 261 and 262: (6) an Officer’s Certificate stat
  • Page 263 and 264: calculated based on the relevant cu
  • Page 265 and 266: “Bank Indebtedness” means any a
  • Page 267 and 268: Consolidated Net Income (excluding
  • Page 269 and 270: (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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