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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

Unaudited Pro Forma

Unaudited Pro Forma Condensed Consolidated Profit and Loss Statement Three months ended March 31, 2005 (€’000s) iesy (1) ish (3) 70 ish Acquisition, Refinancing and Financing Notes Offering (5) Adjustments Subtotal Adjustments Sales 32,122 100,051 132,173 132,173 Own work capitalized as fixed assets 475 1,302 1,777 1,777 Other operating income 765 2,116 2,881 2,881 Total revenues 33,362 103,469 136,831 136,831 Cost of materials (6,429) (12,649) (9,161) (8) (28,239) (28,239) Personnel expenses Depreciation and amortization (5,288) (10,577) (14,474) (47,922) 4,132 (14,707) (8) (7) (19,762) (69,074) (19,762) (69,074) Other operating expenses (5,760) (19,670) (25,430) (25,430) Operating result 5,308 8,754 (19,736) (5,674) (5,674) Other interest and similar income 617 506 1,123 1,123 Interest and similar expenses (3,087) (16,577) 3,087 (6) (4,703) (6) 9,407 (9) (20,692) (9) 7,170 (8) (25,396) 7,425 (9) (8,960) (26,930) Financial result (2,470) (16,071) (5,732) (24,273) (1,535) (25,807) Profit/(loss) from ordinary activities 2,838 (7,317) (25,467) (29,946) (1,535) (31,481) Income taxes — (8) — (8) (8) Net profit/(loss) before extraordinary expenses 2,838 (7,325) (25,467) (29,954) (1,535) (31,489) Unaudited Pro Forma Condensed Consolidated Profit and Loss Statement Year ended December 31, 2004 (€’000s) iesy (1) ish (2) ish Acquisition, Refinancing and Financing Notes Offering (5) Adjustments Subtotal Adjustments Sales 129,261 401,683 530,944 530,944 Own work capitalized as fixed assets 1,293 5,989 7,282 7,282 Other operating income 5,373 16,425 21,798 21,798 Total revenues Cost of materials 135,927 (25,827) 424,097 (55,128) (36,644) (8) 560,024 (117,599) 560,024 (117,599) Personnel expenses Depreciation and amortization (22,046) (42,425) (65,777) (223,057) 16,529 (8) (87,823) (87,823) (58,827) (7) (307,780) (307,780) Other operating expenses (31,566) (82,612) (114,178) (114,178) Operating result 14,063 (2,477) (78,942) (67,356) (67,356) Other interest and similar income 1,295 2,519 3,814 3,814 Interest and similar expenses (5,697) (72,685) 5,697 (18,813) (6) (6) 43,642 (9) (82,770) (9) 29,043 (8) (101,582) 29,700 (9) (35,839) (107,721) Financial result (4,402) (70,166) (23,200) (97,768) (6,139) (103,907) Profit/(loss) from ordinary activities 9,661 (72,643) (102,142) (165,124) (171,263) Income taxes (3,653) (74) 3,653 (10) (74) (74) Net profit/(loss) before extraordinary expenses 6,008 (72,717) (98,489) (165,198) (6,139) (171,337) Minority interests (1,924) — (1,924) (1,924) Consolidated net profit/(loss) before extraordinary expenses 4,084 (72,717) (98,489) (167,122) (6,139) (173,261) See Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements Pro forma Pro forma

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (1) These columns reflect iesy Repository’s historical consolidated balance sheet as of March 31, 2005 and profit and loss statements for the year ended December 31, 2004 and the three months ended March 31, 2005, as the case may be, prepared and presented in accordance with German GAAP. (2) These columns reflect Kabelnetz’s historical consolidated balance sheet as of March 31, 2005 and statement of operations for the year ended December 31, 2004 and the three months ended March 31, 2005, as the case may be, prepared and presented in accordance with German GAAP. (3) To record the effect of the ish Acquisition (€m): (i) Total cash consideration paid at closing 1,540.3 Preliminary allocation of purchase price: (ii) Net book value of ish (see note (vi) below) 221.0 (iii) Eliminate net assets not assumed Intercompany receivable (11.7) Cash netted against ish debt at closing (97.0) (iv) Eliminate net liabilities not assumed Senior credit facilities 583.3 Swap agreements 9.4 Notes A+B 100.0 Net assets and liabilities acquired 805.0 (v) Goodwill 735.3 Total preliminary allocation 1,540.3 (vi) Reflects the elimination of the capital lease assets of €334.7 million, the capital lease liabilities of €381.1 million and the effect to equity of €46.4 million, primarily relating to the co-utilization rights for cable ducts. (4) To record in connection with the Refinancing and the Financing: (i) the drawdown under the Senior Credit Facilities consisting of a €200.0 million term loan facility under the Senior Credit Facilities which occurred on May 27, 2005, with an undrawn €30.0 million revolving credit facility; (ii) the drawdown of €360.0 million under the Subordinated Bridge Facility; (iii) the drawdown of €850.0 million under the €1,150.0 million the Senior Credit Facilities which consist of a €225.0 million term loan A facility, a €450.0 million term loan B facility (which includes the €200.0 million term loan facility referred to above in addition to a €250.0 million incremental term loan B facility that was drawn down in connection with the ish Acquisition) and a €375.0 million term loan C facility, with an undrawn €100.0 million revolving credit facility (which includes the €30.0 million revolving credit facility referred to above); (iv) the payment of aggregate fees and expenses for the ish Acquisition and the Financing of €46.8 million, which under German GAAP are expensed as incurred and will be recorded as extraordinary expenses; and (v) the net proceeds of €1,210.0 million from the issuance of the Notes and the drawdown under the Senior Credit Facilities, net of the €46.8 million fees and expenses referred to above. (5) To record in connection with the Notes offering: (i) the issuance of €360.1 million equivalent of the Notes, the proceeds of which will be used to repay the amounts borrowed under the Subordinated Bridge Facility; (ii) the use of €6.6 million of cash to pay fees and expenses in connection with the Notes offering; (iii) the payment of aggregate fees and expenses for the Notes offering of €6.7 million, which under German GAAP are expensed as incurred and will be recorded as extraordinary expenses; and (iv) adjustment to reflect the issuance of €360.1 million equivalent of the Notes and the repayment of the €360.0 million Subordinated Bridge Facility. 71

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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

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    “combined entity”, and “we”

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    “Tele Columbus” refers to the c

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    Revenue generating units, or “RGU

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    CURRENCY PRESENTATION AND EXCHANGE

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    end of 2005. Our subscribers can al

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    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 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: Unaudited Pro Forma Condensed Conso
  • 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
  • Page 109 and 110: 109 As of December 31, As of March
  • Page 111 and 112: • ish’s premium cable televisio
  • Page 113 and 114: In addition, ish markets pay-per-vi
  • Page 115 and 116: Cost of Materials and Services Cost
  • Page 117 and 118: For accounting purposes, ish treats
  • Page 119 and 120: 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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