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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

Our business would be

Our business would be materially and adversely affected if there were any adverse changes in relevant laws or regulations (or in their interpretation or enforcement) regarding, for example, the imposition of access or re-sale obligations, price regulation, interconnection agreements, frequency allocation requirements, restrictions on the ability of cable operators to package channels into premium cable television offerings, restrictions in the operation of digital platforms or obligations regarding certain platform standards, the imposition of universal service obligations, or any change in policy allowing more favorable conditions for other operators, broadcasters and subscribers. Our ability to introduce new products and services may also be affected as we cannot predict how existing or future laws, regulations or policies would apply to such product or service. In the future, our high speed Internet, telephony and premium cable television business, in particular, may be subject to new laws and regulations, the impact of which is difficult to predict. Any new laws or regulations affecting the Internet, telephony or premium cable television services, or amendments to or new interpretations of existing laws and regulations to cover related activities could increase the costs of regulatory compliance to us or force us to change our business practices or otherwise have a material adverse effect on our business. We expect to be deemed to possess significant market power in the regional markets in which we operate, which may subject us to more extensive regulation. Under the existing regulatory regime, RegTP is entitled to impose certain obligations on operators of telecommunications networks which have significant market power. Amongst other things, it may impose the obligation on such operators to grant access to, or interconnection with, their telecommunications networks and to offer third parties the resale of their telecommunications services on a wholesale basis. Moreover, the prices that operators with significant market power charge to their customers are subject to tariff regulation. We could be found to have significant market power in the following relevant regional markets: (i) the distribution of radio and television programs via telecommunications cable networks to subscribers, (ii) possibly also the signal delivery to cable network operators on network Level 4, and (iii) possibly the feeding-in of radio and television programs into telecommunications cable networks. Such a determination would entitle RegTP to impose various obligations on us. See “Regulation.” Even if we were not considered to have significant market power, we are subject to regulation insofar as we control the network access to our customers. For example, RegTP could require us to grant access or interconnection at specific conditions and regulated prices to other network or service providers or broadcasters for purposes of providing competing or additional services, and impose other restrictions on how we operate our networks and market our services. Furthermore, we may be required to offer our services to third parties for re-sale on a wholesale basis. Although RegTP has to take into account the feasibility of providing the access with regard to the capacity available and our initial investment, granting such access or interconnection would limit the bandwidth available for us to provide other products and services to customers served by our networks. Such regulation could: • impair our ability to use our bandwidth in ways that would generate maximum revenues; • create a shortage of capacity on our networks, which could limit the types and variety of services we seek to provide our customers; • strengthen our competitors by granting them access and lowering their costs to enter into our markets; and • have a material adverse impact on our profitability. We do not have complete control over the prices that we charge to broadcasters and customers, including Level 4 operators, and this may adversely affect our future cash flows and profitability. Fees paid to us by the broadcasters (carriage fees) and by customers, including Level 4 operators (subscription fees) are subject to regulation by RegTP under certain circumstances. RegTP may have to approve fees ex ante and/or may declare our fees void if it finds that they are abusive and may either direct us to adjust our fees or provide for fees that are not abusive. See “Regulation.” Therefore, we may not be able to enforce our current or future changes to our carriage and subscription fees. This may have an adverse impact on our revenues, profitability of new products and services and ability to respond to changes in the cable television market. Furthermore, our carriage fees and subscription fees that are to be paid by Level 4 operators may require the prior approval by RegTP if we are considered to have significant market power and RegTP orders us to grant access to broadcasters and/or Level 4 operators. Fees that are subject to ex ante review must be based on the costs of efficient service 50

provision and may not be abusive. Subscription fees that are to be paid by end-customers are, as a rule, subject to an ex post review and will be scrutinized whether they are abusive. They may be subject to ex ante control by RegTP under certain conditions. Fees are abusive in particular in case they prevail solely as a result of having significant market power, significantly restrict competition of other telecom operators, which, for example, is the case if the fees do not cover all the costs, result in a margin squeeze or cover unreasonably bundled products, or in case they are discriminatory. See “Regulation.” We presently utilize a range of rebate or volume-related pricing mechanisms. To the extent that our fees are or in the future will be regulated, we may be restricted by telecommunications law, and eventually by antitrust laws from imposing or enforcing certain pricing mechanisms. Volume-based discounts, one means of avoiding churn to competing infrastructures, may also be affected in this way. In such cases, we could, under certain circumstances, be found liable for fines or damages if these clauses were successfully challenged. This could adversely affect our competitiveness, financial condition and results of operations. Following a decision of RegTP in 1999 that ordered that DTAG may not charge different fees for feeding in analog terrestrial or analog satellite signals (see “Regulation”), DTAG sued by way of sample proceedings a regional public broadcaster in Brandenburg to pay fees for the feed-in of terrestrially transmitted signals. In 2002, a regional court in Brandenburg decided that the regional public broadcaster in Brandenburg is not obliged to pay carriage fees for the feed-in of analog terrestrial signals to the regional Level 3 provider, inter alia, due to a particular provision in the applicable state media law. Despite the court decision, the German public broadcasters entered into a carriage fee contract with us in 2003 and pay analog and digital carriage fees. In light of this court decision and the RegTP decision of 1999, however, both public and private broadcasters might refuse to pay their carriage fees in the future and force us to sue them in court. We cannot predict the outcome of any such potential litigation. Under the new State Broadcasting Treaty that is applicable as of April 1, 2005, our analog and digital carriage fees will, in addition to the price regulation by RegTP mentioned above, be subject to regulatory review by the state media authorities. The state media authorities will review whether the prices we apply are restrictive or discriminatory with respect to certain content providers. As a result, we may be further constrained in respect of the pricing models we agree with content providers for both analog and digital products and our results of operations may be adversely affected. In addition, we are prohibited from charging carriage fees to certain radio and television channels operated by nonprofessionals (so called “open channels”). We are required to carry certain programs on our network, which may adversely affect our competitive position and results of operations. We are required to carry certain broadcast and other channels on our cable system that we would not necessarily carry voluntarily. In the digital range, these “must carry” obligations currently apply to the bandwidth equivalent of four analog television channels (including the capacity for ARD and ZDF, the German public broadcasters, across three channels) plus, as of April 1, 2005, the capacity for the two private broadcasters carrying regional programs which currently amounts to two streams of one analog channel. In the analog range, the specific allocation of channels varies from state to state and rules relating to the allocation of radio channels are usually less strict than those relating to television channels. In Hesse and other states, the state media authorities make allocation decisions for all of the analog channels available in the network, i.e. there is no discretion of the cable network operator with regard to the allocation of analog programs. iesy currently transmits between 30 and 35 analog channels and is currently obliged to block at least 28 channels for analog transmission that currently may not be digitized. The state laws in North Rhine-Westphalia have a less strict approach, as the respective state media laws define a number of “must-carry” channels (currently the channels reserved for the public broadcasters and open channels as well as 17 additional channels) while the network operator is entitled to allocate the remainder of its capacity. See “Regulation”. Under the “must carry” regulations currently in force, the number of programs that enjoy “must carry” status is not fixed in principle and we may be required to carry additional programs in the future. Increasing the number of programs that we must carry on our network would use valuable network capacity that we would otherwise use to deliver alternative programs or services that may be profitable. In addition, we may be at a competitive disadvantage compared to certain of our competitors that are not subject to such extensive “must carry” obligations, as they may be able to provide programs that are more appealing to endusers. 51

  • 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 and 40: RISK FACTORS You should carefully c
  • Page 41 and 42: acquiring content, purchasing servi
  • 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: acquisitions. In addition, any addi
  • 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
  • Page 91 and 92: • the senior credit facilities we
  • Page 93 and 94: average installation fees from July
  • Page 95 and 96: Cash flow from investing activities
  • Page 97 and 98: In the three months ended March 31,
  • Page 99 and 100: 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

  • Page 297 and 298:

    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

  • Page 307 and 308:

    Assets iesy Hessen GmbH & Co. KG, W

  • Page 309 and 310:

    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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