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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

Premium cable television

Premium cable television providers. As we seek further subscribers to our new premium cable television products, we will be competing with those providers of premium cable television products that currently utilize our network to reach their own subscribers, in particular Premiere. These premium cable television providers may decide to develop or use alternative distribution platforms, such as satellite, adversely affecting our ability to generate carriage fees and subscriber revenues and potentially reducing the appeal of cable television. Certain premium cable television providers, such as Premiere, have introduced personal video recorders (“PVRs”) to provide additional functionality for those subscribers who receive their premium programming through satellite thus making satellite more attractive to potential customers. High speed Internet services. We compete with companies that provide low-speed and low-cost (or potentially even free) Internet services over traditional telephone lines. For high speed Internet access, DSL is currently the dominant technology and T-Com, a division of DTAG, is the major DSL provider in Germany. We also compete with service providers that use other alternative technologies for Internet access, such as satellite technologies. We expect competition, including price competition, from these providers to increase in the future. Telephony. We compete with DTAG, the dominant provider of fixed-line telecommunication in Germany. The operation of networks (including cable networks) for all telecommunications services other than public fixed-line voice telephony was opened to competition in Germany on August 1, 1996. The telecommunications sector in Germany was further liberalized on January 1, 1998. DTAG has been required to offer competitors access to its fixed-line network at regulated interconnection rates. Despite this liberalization, DTAG has faced limited competition. The most important providers in the fixed network area besides DTAG include: Arcor, BT Global Services (Viag Interkom), Colt Telecom and Versatel. The most important providers of services or network operators in the mobile telephony sector are: T-Mobile, Vodafone, E-Plus, O2, Mobilcom and Debitel. Customer churn, or the threat of customer churn, may adversely affect our business. Customer churn is a measure of customers who stop subscribing to our services. Churn arises mainly as a result of competitive influences, relocation of subscribers and price increases. In addition, our customer churn rate may also increase if we are unable to deliver satisfactory services over our network. For example, any interruption of our services, the removal or unavailability of programming, which may not be under our control, or other customer service problems could contribute to customer churn. Any increase in customer churn may lead to increased costs and reduced revenues. Furthermore, the threat of churn related to our Level 4 operator customers may reduce our ability to renew contracts with these customers on terms commercially favorable to us. When existing contracts expire, Level 4 operators may attempt to negotiate renewal contracts subject to certain discounts. Our subscription fees are based on our standard rate card, according to which rates are linked to the number of subscribers per connection point. In some instances, the discounts we offer may not be sufficient to prevent some Level 4 operators from disconnecting subscribers. Level 4 operators with large subscriber clusters may have a better bargaining position, allowing them to negotiate for discounts on our standard rate card because their threat of disconnection is more plausible. Further consolidation in the German cable industry among Level 4 operators could lead to increased disconnection and greater discounts, as previously disparate groupings of customers become clusters with sufficient critical mass for disconnecting. iesy’s subscriber numbers decreased from approximately 1.202 million as of December 31, 2004 to approximately 1.196 million as of May 31, 2005, primarily as a result of annual subscriptions coming up for renewal following certain price increases in the third quarter of 2004. To date, iesy estimates that there has been subscriber churn of approximately 6% of the subscribers affected by its 2004 price increase. The total number of ish’s basic cable subscribers has declined from 4.096 million subscribers as of December 31, 2004 to 4.021 million subscribers as of March 31, 2005. ish believes that it also will suffer additional customer churn as a result of its repricing of services that went into effect in April 2005 to eliminate discounts once extended to a category of older customers. We may lose further customers as a result of potential future price increases, and past price increases yet to take effect for annual subscribers, competition or other factors. KDG, as the largest Level 3 operator in the German cable market, has the ability to set standards and precedents in this market which may adversely affect our business. KDG, as the largest Level 3 operator in the German cable market, has the ability to set standards and precedents in this market which may adversely affect our business. KDG’s relationship with Premiere and its efforts to establish set-top box specifications have created a de facto standard for cable set-top boxes in Germany. KDG’s negotiations pertaining to regions outside those in which we operate may impact our ability to negotiate contracts with existing and potential customers and suppliers on terms commercially favorable to us or at all. Suppliers may insist on terms and conditions secured in negotiations with KDG that are favorable to the supplier and KDG but detrimental to us. In addition, KDG may use its substantial capital resources and dominant market presence to reduce prices charged to customers or to bid up the cost of 40

acquiring content, purchasing services or hiring staff in order to meet its particular objectives. KDG may have different interests than we do, and there can be no assurance that their actions will not adversely affect us. Our business is subject to rapid changes in technology and if we fail to respond to technological developments, our business may be adversely affected. Technology in the television and telecommunications industry is changing rapidly. We will need to be able to anticipate and react to these changes and to develop successful new and enhanced products and services quickly enough for the changing market. This could result in the need to make substantial investments in new or enhanced technologies, products or services, and we may not be able to adopt such technology due to insufficient funding to make the necessary capital expenditures or for other reasons, such as technological incompatibility with our systems. In addition, new technologies may become dominant in the future, rendering our current systems obsolete. These include the provision of video signals over the Internet and also the provision of digital terrestrial television. Some of these technological changes may also be mandated by regulation, such as the German federal and state governments’ goal that all analog television services be replaced by digital delivery no later than 2010. Our ability to adapt successfully to changes in technology in our industry and provide new or enhanced services in a timely and cost-effective manner, or successfully anticipate the demands of our customers, will determine whether we will be able to maintain or increase our subscriber base. If we fail to respond adequately to technological changes, our business could be materially adversely affected. If we fail to introduce new or enhanced products and services successfully, our revenues and margins could be lower than expected. Part of our business strategy is based on the introduction of new or enhanced products and services, including premium cable television services and high speed Internet services. Any of the new or enhanced products or services we introduce may fail to achieve market acceptance or new or enhanced products or services introduced by our competitors may be more appealing to customers. For example, if our premium cable television and high speed Internet access offerings are not successful, our basic cable television subscribers may decide to discontinue using our services and choose other distribution platforms. In addition, newly introduced products and services may not be profitable in the short term; for example, our high speed Internet and certain of our new premium cable television products will not generate profits for the time being. Our new services are incremental offerings based on our basic cable television business. The success of these products is dependent not only on their quality and features but also on the maintenance and growth of the number of our basic cable service subscribers and cable remaining a widely used platform for television distribution. We may not recover the investments we plan to make to launch new products and services. With respect to our premium cable television offerings and high speed Internet products, we may need the consent of professional Level 4 operators and housing associations in order to market such products to their end-customers. Such marketing of premium cable television or high speed Internet access subscriptions is not generally covered by our standard analog signal delivery agreements. We presently do not have agreements in place with a large number of such parties, and will have to reach commercial agreements with such operators on a case-by-case basis. To the extent that satisfactory agreements with Level 4 operators and housing associations are not reached, we may market our new products to a limited market only. The successful introduction of our premium cable television offerings and Internet products also depends on the upgrading of local and in-house networks by Level 4 operators and housing associations. If the Level 4 operators and housing associations do not upgrade these networks, our new product offerings may not succeed, and we may be forced to make additional capital expenditures. We do not have guaranteed access to programs and are dependent on agreements with third parties for our content and carriage fees, which may adversely affect our business. We do not produce our own content, but are dependent upon broadcasters for programming. For the provision of programs distributed via our cable television network, we entered into so called carriage agreements with public and private broadcasters for the analog and/or digital non-pay and pay carriage of their signals. Some of these agreements are still nationwide carriage agreements concluded between the broadcasters and their respective contract parties at the time of the conclusion of the agreement, including DTAG, its predecessors or subsidiaries, as the case may be. However, DTAG has in the past terminated some of these agreements, such as those with RTL, Pro7 and DSF and has terminated several other agreements to the end of 2005 and has announced its intention to terminate several others by the end of 2006. These nationwide agreements are administered by MSG, a subsidiary of KDG. Other carriage agreements have been regionalized or have been directly concluded by us so that we have a direct contractual relationship with the relevant broadcaster under such 41

  • Page 1 and 2: PROSPECTUS iesy Repository GmbH €
  • Page 3 and 4: the market price of the Notes at a
  • Page 5 and 6: which the issue or the offer of sec
  • Page 7 and 8: “combined entity”, and “we”
  • Page 9 and 10: “Tele Columbus” refers to the c
  • Page 11 and 12: Revenue generating units, or “RGU
  • Page 13 and 14: CURRENCY PRESENTATION AND EXCHANGE
  • Page 15 and 16: end of 2005. Our subscribers can al
  • Page 17 and 18: populations, with approximately 2.7
  • Page 19 and 20: In April/May 2005, iesy entered int
  • Page 21 and 22: Our Corporate and Financing Structu
  • Page 23 and 24: THE OFFERING The summary below desc
  • Page 25 and 26: Optional Redemption We may redeem a
  • Page 27 and 28: SUMMARY FINANCIAL AND OPERATING INF
  • Page 29 and 30: iesy Other Financial Data (unaudite
  • Page 31 and 32: iesy Operational Data (unaudited) R
  • Page 33 and 34: ish Income Statement Data Audited y
  • Page 35 and 36: 35 Three months ended Year ended De
  • Page 37 and 38: 37 As of December 31, As of March 3
  • Page 39: RISK FACTORS You should carefully c
  • Page 43 and 44: agreements—MSG”). We cannot ass
  • Page 45 and 46: In addition, most of our cable netw
  • Page 47 and 48: Strikes or other industrial actions
  • Page 49 and 50: acquisitions. In addition, any addi
  • Page 51 and 52: provision and may not be abusive. S
  • Page 53 and 54: €1,050.0 million would have been
  • Page 55 and 56: We depend on payments from our subs
  • Page 57 and 58: • Claims against the Issuer and s
  • Page 59 and 60: Senior Credit Facilities before the
  • Page 61 and 62: court rulings did not address the p
  • Page 63 and 64: THE ISH ACQUISITION The description
  • Page 65 and 66: In addition to the warranties, spec
  • Page 67 and 68: CAPITALIZATION The following table
  • Page 69 and 70: Unaudited Pro Forma Condensed Conso
  • Page 71 and 72: NOTES TO THE UNAUDITED PRO FORMA CO
  • Page 73 and 74: (€m, except percentages) Pro form
  • Page 75 and 76: Income Statement Data 75 Audited Ye
  • Page 77 and 78: (7) Number of subscribers at the en
  • Page 79 and 80: • iesy’s premium cable televisi
  • Page 81 and 82: egulated pricing model. Fees are pa
  • Page 83 and 84: Risks Relating to Our Indebtedness
  • Page 85 and 86: Legal, Consulting and Management Fe
  • Page 87 and 88: Subscribers iesy classifies its cus
  • Page 89 and 90: 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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    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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