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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

all obligations owed to

all obligations owed to them before any kind of payment can be made in respect of the Subsidiary Guarantees to Holders. See “—Ranking and Subsidiary Guarantees—Subordination of the Subsidiary Guarantees.” As of March 31, 2005, after giving pro forma effect to the Transactions, the Subsidiary Guarantors would have had an aggregate principal amount of €1,050.0 million of outstanding Indebtedness that was senior to the Subsidiary Guarantees, all of which would have been borrowed under the Senior Credit Facilities (excluding €100.0 million undrawn under the revolving credit facility), and no outstanding Subsidiary Guarantor Senior Subordinated Indebtedness (other than the Subsidiary Guarantees and the senior subordinated Guarantees of the Existing Notes) or Subsidiary Guarantor Subordinated Indebtedness. iesy Hessen currently generates a substantial portion of our revenues and EBITDA, owns a substantial portion of our assets and is one of three of our principal operating subsidiaries. New iesy is the immediate parent company of iesy Hessen and undertakes no activities and holds no assets (other than Capital Stock of iesy Hessen and iesy GP), except that it has entered into employment agreements and related arrangements with various members of iesy Hessen’s management. iesy GP is the general partner of iesy Hessen. iesy Services is a wholly owned subsidiary of iesy Hessen. Kabelnetz is a holding company for the ish entities. Kabelnetz GmbH is the general partner of Kabelnetz KG and is a direct subsidiary of Kabelnetz NRW HoldCo. Kabelnetz KG is the immediate parent company of ish GmbH, ish KG, ish KS GmbH and ish KS KG. ish GmbH is the general partner of ish KG. ish KS GmbH is the general partner of ish KS KG. ish KG and ish KS KG are the principal operating subsidiaries of the ish business. The ish entities may be merged into Kabelnetz. See “The ish Acquisition—Potential Post-Acquisition Reorganization.” Additional Subsidiary Guarantees The Issuer may from time to time designate a Restricted Subsidiary as an additional guarantor of the Notes (an “Additional Subsidiary Guarantor”) by causing it to execute and deliver to the Trustee a supplemental indenture in the form attached to the Indenture (and with such documentation relating thereto as the Trustee may reasonably require, including Opinions of Counsel as to the enforceability of its Subsidiary Guarantee), pursuant to which such Restricted Subsidiary will become a Subsidiary Guarantor. Each Additional Subsidiary Guarantor will, jointly and severally, with the Subsidiary Guarantors and each other Additional Subsidiary Guarantor, irrevocably Guarantee (each guarantee, an “Additional Subsidiary Guarantee”), as primary obligor and not merely as surety, on a senior subordinated basis the full and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all payment obligations of the Issuer under the Indenture and the Notes, whether for payment of principal of or interest on or in respect of the Notes, fees, expenses, indemnification or otherwise. The ability to enforce an Additional Note Guarantee will be subject to significant restrictions. See “—Ranking and Subsidiary Guarantees—Subordination of the Subsidiary Guarantees.” In addition, the obligations of any Additional Subsidiary Guarantor will be contractually limited under its Additional Subsidiary Guarantee to reflect limitations under applicable law with respect to maintenance of share capital applicable to such Additional Subsidiary Guarantor and its shareholders, directors and general partner. Any Additional Subsidiary Guarantee shall be issued on substantially the same terms as the Subsidiary Guarantees. For purposes of the Indenture and this “Description of the Notes,” references to the Subsidiary Guarantees include references to any Additional Subsidiary Guarantees and references to the Subsidiary Guarantors include references to any Additional Subsidiary Guarantors. Releases A Subsidiary Guarantee shall be released: • upon the sale of all or substantially all the Capital Stock of the relevant Subsidiary Guarantor (other than Capital Stock of iesy Hessen held by the Issuer) pursuant to an Enforcement Sale; • upon the sale or other disposition (including through merger or consolidation but other than pursuant to an Enforcement Sale) in compliance with the Indenture of the Capital Stock of the relevant Subsidiary Guarantor (or any parent company of such Subsidiary Guarantor other than the Issuer or a Parent) following which such Subsidiary Guarantor is no longer a Restricted Subsidiary; or • the defeasance or discharge of the Notes as provided in “—Defeasance” or “—Satisfaction and Discharge,” in each case in accordance with the terms and conditions of the Indenture. In addition, if a Subsidiary Guarantor is redesignated as an Unrestricted Subsidiary in compliance with the covenant entitled “—Certain Covenants—Limitation on Restricted Payments,” the relevant Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee. An Additional Subsidiary Guarantee of an Additional Subsidiary Guarantor may also be released at the option of the Issuer if at the date of such release there is no Indebtedness of such Additional 224

Subsidiary Guarantor outstanding which was Incurred after the Closing Date and which could not have been Incurred in compliance with the Indenture if such Additional Subsidiary Guarantor had not been designated as an Additional Subsidiary Guarantor. Notwithstanding any of the foregoing, in all circumstances a Subsidiary Guarantee shall only be released if (a) the relevant Subsidiary Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with and (b) such Subsidiary Guarantor is released from its Guarantee of the Senior Credit Facilities. The Trustee shall take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement, to effectuate any release in accordance with these provisions, subject to customary protections and indemnifications. Subordination of the Subsidiary Guarantees General. Each of the Subsidiary Guarantees is a senior subordinated Guarantee, which means that each such Subsidiary Guarantee ranks behind, and is expressly subordinated to, all the existing and future Subsidiary Guarantor Senior Indebtedness, including any obligations owed by the relevant Subsidiary Guarantor under the Senior Credit Facilities. The ability to take enforcement action against the Subsidiary Guarantors under their Subsidiary Guarantees is subject to significant restrictions imposed by the Intercreditor Agreement and the terms of the Subsidiary Guarantees, and potentially any Additional Intercreditor Agreements entered into after the Issue Date. For a description of the restrictions imposed by the Intercreditor Agreement, see “Description of Other Indebtedness—Intercreditor Agreement.” Limitations on Paying the Subsidiary Guarantees. The Subsidiary Guarantors are not permitted to make any payment in respect of principal of, or premium, if any, or interest on, the Notes and may not purchase, redeem or otherwise retire any Notes (collectively, “pay the Subsidiary Guarantees”) if (i) two Business Days prior to the date of the payment to be made there is an outstanding Senior Payment Default under the Senior Credit Facilities or (ii) if so specified in any other Designated Senior Indebtedness, there is an outstanding Senior Payment Default with respect to such Designated Senior Indebtedness. While an event of default (other than a Senior Payment Default) under any Designated Senior Indebtedness (a “Payment Blockage Event”) is outstanding, the Subsidiary Guarantors are not permitted to pay the Subsidiary Guarantees for a period (a “Payment Blockage Period”) commencing on the date on which the facility agent under the Senior Credit Facilities or the Representative under the applicable Designated Senior Indebtedness serves a notice (a “Stop Notice”) on the Issuer and the Trustee specifying that a Payment Blockage Event is outstanding and suspending payments on the Subsidiary Guarantees until the earliest of: • the date 179 days after the giving of the Stop Notice; • if a Standstill Period (as defined below) is in effect at the time of delivery of the Stop Notice, the date on which that Standstill Period expires; • the date on which the Payment Blockage Event ceases to be outstanding; • the date on which the Representative under the applicable Designated Senior Indebtedness acting on the instructions of the requisite lenders under the Designated Senior Indebtedness by notice to the Issuer and the Trustee, cancels the Stop Notice; or • the Senior Discharge Date. Notwithstanding the provisions described above, unless the holders of Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness have accelerated the maturity of such Designated Senior Indebtedness, the Subsidiary Guarantors will be permitted to resume paying the Subsidiary Guarantees after the end of such Payment Blockage Period. Delivery of Stop Notices by Representatives under Designated Senior Indebtedness shall be subject to the following additional limitations: • no Stop Notice may be served in reliance on a particular Payment Blockage Event under the relevant Designated Senior Indebtedness more than 45 days after the Representative under such Designated Senior Indebtedness receives notice from any obligor under such Designated Senior Indebtedness specifying the event or circumstances concerned and that it is an event of default under such Designated Senior Indebtedness; 225

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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

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    Business of ish Products and Servic

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    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
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  • 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 and 220: DESCRIPTION OF THE NOTES The Issuer
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  • Page 223: Issuer have agreed that iesy Hessen
  • 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
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  • 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
  • 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
  • Page 271 and 272: “Exchange Act” means the U.S. S
  • Page 273 and 274: (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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