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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

• the act granting an

• the act granting an insolvency creditor, or enabling an insolvency creditor, to obtain security or satisfaction to which such creditor was not entitled, or which was granted or obtained in a form or at a time to which or at which such creditor was not entitled to such security or satisfaction, provided that (i) such act was taken during the last month prior to the filing of the petition for the commencement of the insolvency proceedings or after such filing, (ii) such act was taken during the second or third month prior to the filing of the petition and the insolvent was illiquid at such time, or (iii) such act was taken during the second or third month prior to the filing of the petition for the commencement of the insolvency proceedings and the creditor knew at the time such act was taken that such act was detrimental to the other insolvency creditors; • a transaction by the insolvent that is directly detrimental to the insolvency creditors, provided it was entered into (i) during the three months prior to the filing of the petition for the commencement of the insolvency proceedings and the insolvent was illiquid at the time of such transaction and the counter party to such transaction knew of the illiquidity at such time, or (ii) after the filing of the petition for the commencement of insolvency proceedings and the counterparty to such transaction knew of either the insolvent’s illiquidity or such filing at the time of the transaction; • any act taken by the insolvent during the ten years prior to the filing of the petition for the commencement of insolvency proceedings, provided that the insolvent took the act with the intent to prejudice its insolvency creditors and the other party knew of such intention at the time of such act; and • any act that provides security or satisfaction for a shareholder loan of the insolvent provided in lieu of equity (eigenkapitalersetzendes Darlehen) or a similar claim if (i) in the case of security, the act took place during the ten years prior to the filing of the petition for the commencement of the insolvency proceedings or after the filing of such petition, or (ii), in the case of satisfaction, the act took place during the last year prior to the filing of the petition for the commencement of the insolvency proceedings or after the filing of such petition. In this context, “knowledge” is generally deemed to exist if the other party is aware of the facts from which the conclusion must be drawn that the insolvent (e.g., the Issuer or a Subsidiary Guarantor) was unable to pay its debts generally as they fell due, that a petition for the commencement of insolvency proceedings had been filed, or that the act was detrimental to, or intended to prejudice, the insolvency creditors, as the case may be. A person is deemed to have knowledge of the insolvent’s intention to prejudice the insolvency creditors if it knew of the insolvent’s imminent illiquidity and that the transaction prejudiced the insolvent’s creditors. With respect to a “related party,” there is a statutory presumption that such party had “knowledge.” The term “related party” includes, subject to certain limitations, in the case of insolvents that are corporate persons, members of the management or supervisory board, shareholders owning more than 25% of the insolvent’s share capital, persons or companies holding comparable positions that give them access to information about the economic situation of the insolvent, and persons that are spouses, relatives or members of the household of any of the foregoing persons. If the Notes, the Subsidiary Guarantees or the Security were avoided or held unenforceable for any other reason, you would cease to have any claim in respect thereof. Any amounts received from a transaction that has been avoided would have to be repaid to the insolvent estate. Furthermore, even in the absence of an insolvency proceeding, a third-party creditor who has obtained an enforcement order but has failed to get satisfaction of its enforceable claims by a levy of execution, under certain circumstances, has the right to avoid certain transactions, such as the payment of debt and the granting of security pursuant to the German Code on Avoidance (Anfechtungsgesetz). The Issuer may not be able to recover any amounts under the Proceeds Loans because the Issuer’s right to receive payments under the Proceeds Loans is contractually and legally subordinated to other liabilities of iesy Hessen. The obligations of iesy Hessen under the Proceeds Loans will be contractually subordinated to all obligations under the Senior Credit Facilities pursuant to the Intercreditor Agreement. The ability of the Issuer to take enforcement action against iesy Hessen under the Proceeds Loans will be subject to significant restrictions imposed by the Intercreditor Agreement. The Proceeds Loans will also be subject to a first-priority pledges in favor of the lenders under the Senior Credit Facilities, and any foreclosure proceeds of an enforcement of such pledges will be applied first to satisfy the obligations owing under the Senior Credit Facilities. As a result of the foregoing: • in the event of a liquidation, dissolution, bankruptcy, insolvency or similar proceeding involving iesy Hessen, (i) the lenders under the Senior Credit Facilities will be entitled to payment in full of all obligations owing under the 58

Senior Credit Facilities before the Issuer would be entitled to payments under the Proceeds Loans and, as a result, before holders would ultimately receive any payments on the Notes, (ii) the Issuer will be required to turn over any amounts it receives under the Proceeds Loans to the Security Agent under the Intercreditor Agreement until all obligations owing under the Senior Credit Facilities are paid in full, and (iii) the liquidator, administrator or receiver or similar person distributing assets of iesy Hessen (including iesy Hessen’s equity interests in its subsidiaries) will be required to pay any amounts payable to the Issuer under the Proceeds Loans to the Security Agent until all amounts outstanding under the Senior Credit Facilities are paid in full; • neither iesy Hessen nor any other Subsidiary Guarantor may make payments with respect to the Subsidiary Guarantees and iesy Hessen may not make payments with respect to the Proceeds Loans in the event that any payment has not been made when due in respect of the Senior Credit Facilities or a notice is served declaring the Senior Credit Facilities due and payable or payable on demand as a result of a payment default with respect to the Senior Credit Facilities (a “Senior Payment Default”), and this prohibition will continue until there is no outstanding Senior Payment Default; • the lenders under the Senior Credit Facilities may prevent iesy Hessen from making payments under the Proceeds Loans and the Subsidiary Guarantors from making payments with respect to the Subsidiary Guarantees for a period of up to 179 days in the event that there exists any other event of default under the Senior Credit Facilities; • the Issuer has agreed to a 179-day standstill period on enforcement actions it could otherwise take under the Proceeds Loans if there is an event of default under the Notes; and • the Issuer’s rights under the Proceeds Loans may be assigned by the Issuer to a third party, and, thereafter, the Issuer would have no right, title or interest under the Proceeds Loans or claims against iesy Hessen under the Proceeds Loans. The Notes and the Proceeds Loans may be subjected to similar restrictions in the future in favor of future unsubordinated indebtedness of iesy Hessen or any of its subsidiaries. According to principles developed by the German courts, the statutory capital maintenance rules, which restrict the ability of a GmbH or a limited partnership such as iesy Hessen to distribute assets to its shareholders, apply mutatis mutandis to shareholder loans during a “financial crisis.” Accordingly, the Proceeds Loans may not be repaid to the Issuer if and to the extent that a repayment would diminish the assets of iesy Hessen required to (i) maintain its stated share capital or (ii) cover any over indebtedness of iesy Hessen. These principles apply at any time during a “financial crisis,” i.e., irrespective of an insolvency of iesy Hessen. Further, if formal insolvency proceedings (Insolvenzverfahren) are commenced with respect to iesy Hessen’s assets, a claim of the Issuer against iesy Hessen under the Proceeds Loans may be limited or excluded, or not accelerated by operation of German law when it would otherwise be permitted to be accelerated, if it is found that, at the time either Proceeds Loan was made, iesy Hessen was in a “financial crisis” within the meaning of German law. In the event of such a determination, all claims under such Proceeds Loan would be subordinated to all other debt of iesy Hessen by operation of law, and the Issuer could not demand repayment of such Proceeds Loan as though it were an ordinary creditor. Any repayments made by iesy Hessen in violation of the capital maintenance rules would have to be refunded by the Issuer. iesy Hessen’s refund claim would become time-barred after ten years. Under German law, an insolvency administrator (Insolvenzverwalter) or creditors that have obtained an enforcement order may avoid any security under certain circumstances. The claims of the Issuer could also become subordinated by operation of German law if a claim under either Proceeds Loan is not immediately enforced when due or immediately accelerated at any time iesy Hessen is in a “financial crisis.” Any secured creditor owning a security interest in the Proceeds Loans would be subject to the same restrictions when enforcing the security. See “—Risks Relating to the Notes, the Subsidiary Guarantees and Security—German Insolvency laws may preclude the recovery of payments due under the Notes.” You may not be able to enforce, or recover any amounts under, the Subsidiary Guarantees or the Security due to subordination provisions, restrictions on enforcement and releases. The Subsidiary Guarantees will be senior subordinated guarantees, which means that they will rank behind, and will be expressly subordinated to, all of the existing and future senior obligations of the Subsidiary Guarantors, including any obligations owed by the Subsidiary Guarantors under the Senior Credit Facilities. The Security for the Notes will be third-ranking (and, in the case of the New Proceeds Loan, second ranking), after the security provided in favor of the lenders under the Senior Credit Facilities and (other than in the case of the New Proceeds Loan) the Existing Notes, but the Intercreditor Agreement will provide that the holders of the Notes and the holders of the 59

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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

  • 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 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: • Claims against the Issuer and s
  • 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
  • Page 101 and 102: Cash Flow from Operating Activities
  • Page 103 and 104: oadcasters in television and radio.
  • Page 105 and 106: educed or increased by a material a
  • Page 107 and 108: 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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