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COURTESY TRANSLATION FROM THE GERMAN LANGUAGE
FOR INTERPRETATION, THE GERMAN TEXT SHALL PREVAIL
The following auditors’ report (Bestätigungsvermerk) has been issued in accordance with Sec. 322 German
Commercial Code (Handelsgesetzbuch) in the German language on the German version of the consolidated financial
statements of KABELNETZ NRW HoldCo GmbH, Cologne, as of and for the year ended December 31, 2003 consisting of
consolidated balance sheet, consolidated statement of income and related notes, as well as the group management report as a
whole. The group management report is not included in this Prospectus.
The examination of and the auditors’ report (Bestätigungsvermerk) upon the group management report are required
under German auditing standards. Those examinations were not made in accordance with U.S. Generally Accepted Auditing
Standards (“U.S. GAAS”) or U.S. attestation standards, including but not limited to the Statement on Standards for
Attestation Engagements No. 10, “Management’s Discussion and Analysis”. Therefore, Ernst & Young AG
Wirtschaftsprüfungsgesellschaft does not provide any opinion on the aforementioned examination, the group management
report or on the consolidated financial statements in accordance with U.S. GAAS or U.S. attestation standards.
Auditors’ Report
We have audited the consolidated financial statements prepared by KABELNETZ NRW HoldCo GmbH, Cologne, and
the management report for the Group for the business year from January 1, 2003 to December 31, 2003. The preparation of
the consolidated financial statements and the management report of the Group in accordance with German commercial law
are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated financial
statements and the management report of the Group based on our audit.
We conducted our audit of the consolidated financial statements in accordance with § 317 HGB
(“Handelsgesetzbuch”: “German Commercial Code”) and German generally accepted standards for the audit of financial
statements promulgated by the Institut der Wirtschaftsprüfer in Deutschland (IDW). Those standards require that we plan and
perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results
of operations in the consolidated financial statements in accordance with German principles of proper accounting and in the
management report of the Group are detected with reasonable assurance. Knowledge of the business activities and the
economic and legal environment of the Group and evaluations of possible misstatements are taken into account in the
determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence
supporting the disclosures in the consolidated financial statements and the management report of the Group are examined
primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of the
companies included in the consolidated financial statements, the definition of the Group, the accounting and consolidation
principles used and the significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements and the management report of the Group. We believe that our audit provides a reasonable
basis for our opinion.
Our audit has not led to any reservations.
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