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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

SERVICE OF PROCESS AND

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES We are incorporated under the laws of Germany. Most of our directors and executive officers live outside the United States. Most of the assets of our directors and executive officers and our assets are located outside the United States. As a result, although we have appointed an agent for service of process under the Indenture governing the Notes, it may be difficult for you to serve process on those persons or us in the United States or to enforce judgments obtained in U.S. courts against them or us based on civil liability provisions of the securities laws of the United States. We have been advised by our German counsel that there is doubt as to the enforceability in Germany of civil liabilities based on the state securities laws of the United States, either in an original action or in an action to enforce a judgment obtained in U.S. courts. The United States and Germany currently do not have a treaty providing for the reciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters. Consequently, a final judgment for payment given by any court in the United States, whether or not predicated solely upon U.S. securities laws, would not automatically be enforceable in Germany. A final judgment by a U.S. court, however, may be recognized and enforced in Germany in an action before a court of competent jurisdiction in accordance with the proceedings set forth by the German Code of Civil Procedure (Zivilprozessordnung). In such an action, a German court generally will not reinvestigate the merits of the original matter decided by a U.S. court, except as noted below. The recognition and enforcement of the U.S. judgment by a German court is conditional upon a number of factors, including the following: • the judgment being final under U.S. law; • the U.S. court having had jurisdiction over the original proceedings under German law; • the defendant having had the chance to defend herself or himself against an unduly or untimely served complaint; • the judgment of the U.S. court not being inconsistent with a judgment of a German court or a recognized judgment of a foreign court handed down before the judgment of the U.S. court; • the proceedings underlying the judgment of the U.S. court not being inconsistent with the proceedings of a matter pending before a German court, provided that such matter was pending before a German court before the U.S. court entered its judgment; • the enforcement of the judgment by the U.S. court not being inconsistent with German public policy, including the fundamental principles of German law, and in particular the civil liberties (Grundrechte) guaranteed by virtue of the German Constitution (Grundgesetz); and • generally, the guarantee of reciprocity. Subject to the foregoing, purchasers of securities may be able to enforce judgments in civil and commercial matters obtained from U.S. courts in Germany. We cannot, however, assure you that attempts to enforce judgments in Germany will be successful. German courts usually deny the recognition and enforcement of punitive damages. Moreover, a German court may reduce the amount of damages granted by a U.S. court and recognize damages only to the extent that they are necessary to compensate actual losses or damages. German civil procedure differs substantially from U.S. civil procedure in a number of respects. Insofar as the production of evidence is concerned, U.S. law and the laws of several other common law jurisdictions provide for a pre-trial discovery, a process by which parties to the proceedings may compel the production of documents by adverse or third parties and the deposition of witnesses prior to trial. Evidence obtained in this manner may be decisive in the outcome of any proceeding. No such pre-trial discovery process exists under German law. 302

Listing LISTING AND GENERAL INFORMATION Application has been made to the Irish Financial Services Regulatory Authority in its capacity as competent authority under European Union Prospectus Directive 2003/71/EC and to the Irish Stock Exchange for admission of the Notes to the Official List of the Irish Stock Exchange and admission to trading on the Irish Stock Exchange. The Issuer accepts responsibility for the information contained in this document. To the best of the knowledge and belief of the Issuer, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. Information relating to each of the Subsidiary Guarantors was provided by the respective Subsidiary Guarantor. For as long as the Notes are listed on the Irish Stock Exchange and the rules of that exchange require, copies of the following documents may be inspected and obtained at the specified office of the Issuer in physical form and at the office of the Irish Paying Agent: • the articles of association and the by-laws of the Issuer and the Subsidiary Guarantors; • the annual consolidated and any interim financial statements published by the Issuer and the Subsidiary Guarantors; and • the Indenture for the Notes (which includes the forms of the Notes and the Subsidiary Guarantees). As long as the Notes are listed on the Irish Stock Exchange and the rules of the Irish Stock Exchange shall so require, we will maintain a paying and transfer agent in Ireland for as long as any of the Notes are listed on the Irish Stock Exchange. We reserve the right to vary such appointment and we will publish notice of such change of appointment in a newspaper having a general circulation in Ireland. We have appointed AIB/BNY Fund Management (Ireland) Limited as paying agent in Ireland and The Bank of New York as principal paying agent to make payments on, and transfers of, the Notes. We reserve the right to vary such appointment. We prepare audited consolidated annual financial statements for the Issuer and the Subsidiary Guarantors according to German GAAP. These annual financial statements are published in the Bundesanzeiger and filed with the competent Company Register (Handelsregister). The Issuer does not prepare non-consolidated financial statements. iesy’s historical consolidated financial statements incorporate the financial information of the Subsidiary Guarantors other than Kabelnetz. So long as the Notes are listed on the Irish Stock Exchange, the Notes will be freely transferable and negotiable in accordance with the rules of the Irish Stock Exchange. Clearing Information The Notes sold pursuant to Regulation S and the Notes sold pursuant to Rule 144A of the U.S. Securities Act have been accepted for clearance through the facilities of Euroclear and Clearstream and, in the case of the Dollar Notes, DTC. The Dollar Notes are represented by the Permanent Dollar Regulation S Global Note and the Temporary Dollar Regulation S Global Note, each with the ISIN of USD35803AA93 and CUSIP of D35803AA9, and the Dollar Rule 144A Global Note with the ISIN number of US45170RAA77 and CUSIP of 45170RAA7. The Euro Notes are represented by the Permanent Euro Regulation S Global Note and the Temporary Euro Regulation S Global Note, each with the ISIN of XS0224786649 and Common Code of 022478664, and the Euro Rule 144A Global Note with the ISIN of XS0224786722 and Common Code of 022478672. In addition, Common Codes will be assigned for the Dollar Regulation S Global Notes and the Dollar Rule 144A Global Note. Legal Information The Issuer is a limited liability company and was incorporated under the laws of Germany on September 20, 2002. The registered office of the Issuer is Alsterarkaden 27, 20354 Hamburg, Germany. The Issuer is registered with the commercial register of the local court of Hamburg under number HRB 84907. The creation and issuance of the Notes has been authorized by a resolution of the Issuer’s Advisory Board dated July 11, 2005. 303

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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

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    In addition to the monthly subscrip

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    Customers who subscribe to Premiere

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    Sales ish’s sales team is divided

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    The following chart illustrates ish

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    Term Sheet Service Duration Co-use

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    Lease of space for broadband cable

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    Other Significant Supply Agreements

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    ights themselves. As an exception,

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    Competition The cable television an

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    Introduction REGULATION German law

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    We assume that we will be deemed to

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    The Amendment provides that provisi

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    • Providers who had a dominant po

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    in the Munich office of Apax Partne

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    Marketing for Germany and Austria,

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    Gerard Tyler is ish’s Treasurer.

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    CERTAIN RELATIONSHIPS AND RELATED P

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    Beneficial Ownership The following

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    DESCRIPTION OF OTHER INDEBTEDNESS T

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    period (unless the interest period

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    Subordinated Bridge Facility In con

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    • the ability of the Obligors (ot

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    owed by the Insolvent Obligor will

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    DESCRIPTION OF THE NOTES The Issuer

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    in London, the Bank of New York, Ne

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    Issuer have agreed that iesy Hessen

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    Subsidiary Guarantor outstanding wh

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    the amount of their secured claim.

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    provisions described under “—De

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    In addition, the Intercreditor Agre

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    Euro Note to and including February

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    circumstances referred to above exi

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    that it has unconditionally exercis

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    time outstanding not exceeding (i)

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    description of this covenant and no

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    Date of any Indebtedness that has b

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    (13) Investments in an aggregate am

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    supplement or other modification) t

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    (1) the assumption by the transfere

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  • 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
  • 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
  • Page 275 and 276: “Nationally Recognized Statistica
  • Page 277 and 278: (2) Investments in another Person i
  • Page 279 and 280: (15) Permitted Collateral Liens; (1
  • Page 281 and 282: (5) in the case of Apollo and Golde
  • Page 283 and 284: service level agreement as replaced
  • Page 285 and 286: “Unrestricted Subsidiary” means
  • Page 287 and 288: The Issuer and the Trustee and thei
  • Page 289 and 290: Secondary Market Trading The Book-E
  • Page 291 and 292: to trade tax. The taxable gain from
  • Page 293 and 294: date). A U.S. Holder’s adjusted t
  • Page 295 and 296: (c) for so long as the Notes are el
  • Page 297 and 298: PLAN OF DISTRIBUTION We, the Subsid
  • Page 299 and 300: LEGAL MATTERS Certain legal matters
  • Page 301: WHERE YOU CAN FIND OTHER INFORMATIO
  • Page 305 and 306: INDEX TO FINANCIAL STATEMENTS iesy
  • Page 307 and 308: Assets iesy Hessen GmbH & Co. KG, W
  • Page 309 and 310: I. Application of Legal Provisions
  • Page 311 and 312: III. Explanation of Balance Sheet a
  • Page 313 and 314: Last year’s extraordinary expense
  • Page 315 and 316: INDEPENDENT AUDITORS’ REPORT We h
  • Page 317 and 318: iesy Repository GmbH, Hamburg AMEND
  • Page 319 and 320: and remaining useful life for the i
  • Page 321 and 322: The movements in consolidated equit
  • Page 323 and 324: iesy Repository GmbH, Hamburg AMEND
  • Page 325 and 326: Assets iesy Repository GmbH, Hambur
  • Page 327 and 328: I. Basis of Presentation The consol
  • Page 329 and 330: V. Explanations to Material Items o
  • Page 331 and 332: Network infrastructure, rental, lea
  • Page 333 and 334: iesy Repository GmbH, Hamburg UNAUD
  • Page 335 and 336: 1. Basis of Presentation iesy Repos
  • Page 337 and 338: 5. Explanations to Material Items o
  • Page 339 and 340: Shareholdings of iesy Repository Gm
  • Page 341 and 342: iesy Hessen GmbH & Co. KG, Weiterst
  • Page 343 and 344: COURTESY TRANSLATION FROM THE GERMA
  • Page 345 and 346: COURTESY TRANSLATION FROM THE GERMA
  • Page 347 and 348: (1) General COURTESY TRANSLATION FR
  • Page 349 and 350: (3) Accounting and Valuation Princi
  • Page 351 and 352: 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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