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iesy Repository GmbH - Irish Stock Exchange

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ANNEX A<br />

Summary of Certain Significant Differences Between<br />

German GAAP and U.S. GAAP<br />

The financial information included herein is prepared and presented in accordance with German GAAP. Certain<br />

differences exist between German GAAP and U.S. GAAP which might be material to the financial information herein. The<br />

matters described below summarize certain differences between German GAAP and U.S. GAAP that may be material. <strong>iesy</strong><br />

has not prepared a complete reconciliation of its consolidated financial statements and related footnote disclosures between<br />

German GAAP and U.S. GAAP and has not quantified such differences. Accordingly, no assurance is provided that the<br />

following Summary of differences between German GAAP and U.S. GAAP is complete. In making an investment decision,<br />

investors must rely upon their own examination of the Issuer, the terms of the offering and the financial and other<br />

information. Potential investors should consult their own professional advisors for an understanding of the differences<br />

between German GAAP and U.S. GAAP, and how those differences might affect the financial information herein.<br />

Basis of Presentation<br />

German GAAP and U.S. GAAP differ in several fundamental respects. German companies apply more conservative<br />

valuation methods in their financial statements reflecting a fundamental German GAAP principle called the “principle of<br />

prudence”. In addition, German GAAP financial statements are generally prepared with creditor protection in mind, while<br />

U.S. GAAP financial statements are prepared to provide information in a form that assists investor decision making and<br />

comparability to other companies. Furthermore, German GAAP financial statements serve as the authoritative basis for the<br />

tax accounts.<br />

Financial Statement Presentation<br />

Under German GAAP, the balance sheet and the income statement are classified differently than under U.S. GAAP. In<br />

the balance sheet, German GAAP generally requires companies to classify assets as either fixed or current and liabilities<br />

classified as either provisions or liabilities. In contrast, the balance sheet, according to U.S. GAAP, is based primarily on the<br />

liquidity of the account balances, with the most liquid item being presented first. In addition, assets and liabilities are<br />

classified into current and non-current depending on the nature of the account.<br />

Under German GAAP, companies can present its income statement under the cost summary method, which classifies<br />

revenues in a manner similar to U.S. GAAP, but classifies expenses into categories based on their nature, such as materials,<br />

personnel, and depreciation.<br />

Under U.S. GAAP, the income statement is presented on a transactional basis, which classifies revenues and expenses<br />

based on their functional activities. The disclosures in the explanatory Notes to the financial statements are far more<br />

extensive under U.S. GAAP compared to German GAAP.<br />

Capital Leases<br />

German GAAP does not explicitly specify the accounting treatment for leasing transactions. Measurement is generally<br />

based on regulations issued by the German Tax Authorities. Taking into account the respective criteria for tax accounting,<br />

lease agreements are generally structured so that the leased property must be recorded by the lessor, i.e. as operating leases.<br />

Under U.S. GAAP, leased assets are to be capitalized if they meet specific criteria, and depreciated over the useful life<br />

that would be assigned if (1) the asset were owned or (2) the lease term, depending on the type of capital lease. Capital leases<br />

are recorded as assets and liabilities at the lower of (1) the present value of the minimum lease payments at the beginning of<br />

the lease term or (2) the fair value of the leased property at the inception date.<br />

Accounting for Acquisitions<br />

Differences exist between German and U.S. GAAP in the valuation of assets and liabilities of acquired businesses due<br />

to the valuation of underlying assets and liabilities (including deferred taxes), dates used to calculate consideration paid, as<br />

well as the effective acquisition date.<br />

Acquisition costs. Under German GAAP costs incurred in the decision making process such as legal fees, due<br />

diligence fees, travel costs and similar items that meet the incremental and direct criteria, are not included in the purchase<br />

price.<br />

Under U.S. GAAP the purchase price includes certain incremental direct costs that have been incurred.<br />

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