iesy Repository GmbH - Irish Stock Exchange

We have not included IFRS or U.S. GAAP financial information in this Prospectus, and there may be certain significant
differences between our financial position and results of operations under German GAAP, IFRS or U.S. GAAP.
Our financial statements are based on German GAAP, which differs in certain significant respects from IFRS and U.S.
GAAP. We have not presented a reconciliation of our financial statements to IFRS or U.S. GAAP in this Prospectus.
Moreover, we do not intend to, and the Indenture will not require us to, reconcile future financial statements to IFRS or U.S.
GAAP. Because there are significant differences between German GAAP, IFRS and U.S. GAAP, there may be substantial
differences in our results of operations, cash flows and financial position, including debt levels, if we were to prepare our
financial statements on the basis of IFRS or U.S. GAAP instead of German GAAP. In particular, our operating income and
EBITDA (as defined herein) could be materially lower under IFRS and U.S. GAAP. See “Annex A: Summary of Certain
Significant Differences Between German GAAP and U.S. GAAP” and “Annex B: Summary of Certain Significant
Differences Between German GAAP and IFRS.” The financial terms in the covenants under the Indenture are based on
German GAAP as in effect on the original issue date for the Notes (unless we adopt IFRS or U.S. GAAP in the future), and
accordingly there will likely be a difference between our reported results in the future and certain covenant calculations under
the Indenture governing the Notes.
If, in the future, we adopt IFRS or U.S. GAAP, the Indenture requires us to report according to such standards, and the
covenant calculations will be based on the relevant standards as in effect on the date of our election. There could be
significant differences in our reported results between our newly adopted standards and German GAAP, and between our
reported results and the results upon which the covenant calculations will be based. We will not be required to reconcile these
differences. In addition, our covenants may become more or less restrictive from time to time, depending upon the effect of
the standards that we adopt. This could result in our being able to take actions that might be to your detriment, such as
incurring greater amounts of debt than would otherwise have been possible, or not being able to take actions that would
otherwise be to your benefit, such as making profitable investments or consummating acquisitions.
Transfers of the Notes are restricted, which may adversely affect the value of the Notes.
The Notes have not been registered under the U.S. Securities Act or any U.S. state securities laws. You may not offer
the Notes in the United States except pursuant to an exemption from, or a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable U.S. state securities laws, or pursuant to an effective registration
statement. The Notes and the Indenture contain provisions that restrict the Notes from being offered, sold or otherwise
transferred except pursuant to the exemptions available pursuant to Rule 144A and Regulation S, or other exceptions, under
the U.S. Securities Act. Furthermore, we have not registered the Notes under any other country’s securities laws. It is your
obligation to ensure that your offers and sales of the Notes within the United States and other countries comply with
applicable securities laws.
The Notes may not be actively traded and, as a result, your ability to transfer the Notes will be more limited.
The Notes are new securities for which there currently is no market. Although an application will be made to list the
Notes on the Irish Stock Exchange, we cannot assure you that the Notes will become or remain listed. We cannot assure you
as to the liquidity of any market for the Notes, the ability of holders of the Notes to sell them or the price at which holders of
the Notes may be able to sell them. The liquidity of any market for the Notes will depend on the number of holders of the
Notes, prevailing interest rates, the market for similar securities and other factors, including general economic conditions and
our own financial condition, results of operations and prospects, as well as recommendations of securities analysts. The
Initial Purchasers have informed us that they intend to make a market in the Notes. However, they are not obligated to do so
and may discontinue such market-making at any time without notice. As a result, we cannot assure you that an active trading
market for the Notes will develop or, if one does develop, that it will be maintained.
The liquidity of, and trading market for, the Notes may also be hurt by declines in the market for high yield securities
generally. Such a decline may affect any liquidity and trading of the Notes independent of our financial performance and
prospects.
You may have difficulty enforcing your rights against us and our directors and officers.
We are organized under the laws of Germany. Most of our directors and executive officers are non-residents of the
United States and our assets and the assets of most of our directors and executive officers are located outside the United
States. As a result, it may not be possible for you to effect service of process within the United States upon us and most of
our directors and executive officers to enforce against us or them judgments obtained in U.S. courts predicated upon civil
liability provisions of the federal securities laws of the United States.
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