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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

Goodwill COURTESY

Goodwill COURTESY TRANSLATION FROM THE GERMAN LANGUAGE KABELNETZ NRW HoldCo GmbH, COLOGNE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2005—(CONTINUED) The goodwill results from the consolidation of ish KS NRW GmbH & Co. KG (EUR 36,797k) and Kabel-Service Gesellschaft des Handwerks mbH (EUR 1,425k). Capital Reserve EUR 25k of the capital reserve results from the contribution of all the shares in KABELNETZ NRW Verwaltungs GmbH and EUR 275,000k results from the contribution of the rights to recover possession of the shares in the group companies acquired at the auction on January 31, 2003. Accruals for Pensions The computation of the accruals for pensions for fiscal year 2004 were based on the following assumptions: Discount rate: 5.25% Annual salary increase (general): 2.75% Annual salary increase (non-tariff employees): 3.50% Adjustment of current pensions: 1.50% Attrition rate: 5.00% Within the scope of the interim financial statements for the first quarter, 2005, the accruals were calculated on budget values. Other Accruals Other accruals break down as follows: 384 March 31, 2005 EUR k Personnel 17,338 Cable operating costs 10,953 SWAP 9,391 Services 8,711 Contractual risks 5,431 Marketing & Sales 4,026 IT costs 858 Other 1,224 The personnel accruals in the amount of EUR 17,338k mainly comprise accruals for staff retention. The accruals for cable operating costs mainly comprise leasing expenses for cable, glass fibre cable, cable ducts and GEMA-fees. The accruals for services of EUR 8,711k is related to goods and services already delivered but not yet invoiced. 57,932

COURTESY TRANSLATION FROM THE GERMAN LANGUAGE KABELNETZ NRW HoldCo GmbH, COLOGNE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2005—(CONTINUED) In order to hedge a portion of the interest rate risk arising from the drawdowns with variable interest made within the scope of the Senior Credit Agreement, Swap contracts were concluded with three banks in the financial year 2001. The total notional amount of the Swap contracts is EUR 255,000k. The pending loss arising from the valuation of these hedge contracts by banks as per the balance sheet date was accrued in the amount of the negative fair value of EUR 9,391k that was calculated by the banks in accordance with generally accepted valuation methods. The accruals for contractual risks relate to risks from contractual disputes with third parties. Liabilities The following schedule of liabilities shows liabilities by their respective due dates: 385 Total EUR k within one year EUR k Thereof due between one and five years EUR k in more than five years EUR k Liabilities to banks 583,273 0 583,273 0 Trade payables 11,535 11,535 0 0 Capital lease liability 381,079 8,346 40,383 332,350 Other liabilities 113,267 38,267 75,000 0 1,089,154 58,148 698,656 332,350 Included in liabilities due to banks is a loan of EUR 583,273k which derives from the Senior Credit Facility, which was renegotiated during the restructuring of ish KG in 2002, with a lender consortium of which Citibank International Plc. is agent. The total amount consists of two tranches, EUR 518,273k of non-elevated secured debt and EUR 65,000k (original amount: EUR 115,000k) of elevated secured debt. Both tranches have interest of 3% over LIBOR and are due upon the earlier October 1, 2006 (“Exit Event”) or of the sale of ish or refinancing. Liabilities due to banks from the Senior Credit Facility are secured by the entire fixed and current assets of ish KG. The Senior Credit Facility contains certain restrictions regarding operational and financial issues. These include limitations on the sale of assets, on the occurrence of additional debt, on dividends to shareholders, on certain investments and acquisition. Additionally, the agreements require the satisfaction of certain financial covenants. Also within the scope of restructuring ish KG, liabilities due to key vendors were restructured. It was agreed with these vendors to convert current trade liabilities to long-term notes payable of EUR 100 million, which are stated on the balance sheet under other liabilities. Of the long-term notes in the amount of EUR 100 million, a tranche of EUR 25 million bears interest at 3% over LIBOR and ranks pari passu with the non-elevated tranche of EUR 518,273k under the Senior Credit Facility. The remaining amount of EUR 75 million bears interest at 3.5% over LIBOR and ranks after all other

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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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    Reports Whether or not required by

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    of the European Union on January 1,

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    contemporaneously with any such act

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    25% in principal amount of the outs

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    (2) provide for the assumption by a

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    (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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  • Page 335 and 336: 1. Basis of Presentation iesy Repos
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  • Page 339 and 340: Shareholdings of iesy Repository Gm
  • Page 341 and 342: iesy Hessen GmbH & Co. KG, Weiterst
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  • Page 391 and 392: Goodwill. Under German GAAP, the di
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  • Page 395 and 396: IFRS requires a purchase price allo
  • Page 397 and 398: financial liability incurred result
  • Page 399 and 400: €235,000,000 10 1 /8% Senior Note
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