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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

Other interest and

Other interest and similar income Other interest and similar income increased by €0.3 million from €0.3 million in the three months ended March 31, 2004 to €0.6 million in the three months ended March 31, 2005 due to a higher cash balance following the issuance of the Existing Notes in February 2005. Interest and similar expenses Interest and similar expenses include interest and fees paid with respect to our previous senior credit facilities which were repaid in February 2005 following the issuance of the Existing Notes in February 2005. Other interest and similar expenses increased by 68.1%, from €1.8 million in the three months ended March 31, 2004 to €3.1 million in the three months ended March 31, 2005. This increase was primarily due to interest accruals recognized following the issuance of Existing Notes in February 2005. Extraordinary income iesy had no extraordinary income in either of the three months ended March 31, 2004 and 2005. Extraordinary expenses In the three months ended March 31, 2005, iesy incurred €14.5 million in extraordinary expenses due to advisory and financing fees related to the Refinancing and the ish Acquisition. In the three months ended March 31, 2004, iesy had no extraordinary expenses. Taxes on income iesy incurred taxes of €0.2 million in the three months ended March 31, 2004 which will be payable in future periods. In 2005 iesy did not accrue any taxes and thereby recognized a taxable loss during the three months ended March 31, 2005 due to the expenses it incurred in relation to the Refinancing. Net profit and loss iesy has a history of losses, although in the three months ended March 31, 2004 it reported a net profit; during the three months ended March 31, 2005, iesy recognized a taxable loss and therefore accrued no taxes during this period. Net profit was €0.2 million in the three months ended March 31, 2004 compared to a net loss of €11.6 million in the three months ended March 31, 2005. Liquidity and Capital Resources as of and for the three months ended March 31, 2004 and 2005 Cash flow iesy’s primary sources of liquidity are cash flows from operating activities and bank borrowings. The table below summarizes iesy’s cash flow for the three months ended March 31, 2004 and 2005: 94 Three months ended March 31, 2004 2005 (€000s) Cash flow from operating activities 21,008 18,990 Cash flow from investing activities (413) (2,812) Cash flow from financing activities (1,875) 121,239 Cash flow from operating activities iesy’s cash flow provided from operating activities decreased by €2.0 million from a cash inflow of €21.0 million in the three months ended March 31, 2004 to a cash inflow of €19.0 million in the three months ended March 31, 2005. This decrease was primarily due to advisory fees incurred in relation to the Refinancing of which the greatest part was accrued in the three months ended March 31, 2005 and paid subsequently.

Cash flow from investing activities iesy’s cash flow from investing activities decreased by €2.4 million from a cash outflow of €0.4 million in the three months ended March 31, 2004 to a cash outflow of €2.8 million in the three months ended March 31, 2005. This change was due to the upgrade of iesy’s network in Frankfurt and Marburg in the three months ended March 31, 2005. Cash flow from financing activities iesy’s cash flow from financing activities increased by €123.1 million from a cash outflow of €1.9 million in the three months ended March 31, 2004 to a cash inflow of €121.2 million in the three months ended March 31, 2005. This increase was primarily due to the Refinancing, the proceeds of which were partially offset by the repayment of €93.8 million of iesy’s previous senior credit facilities. As a result of the factors described above, iesy’s cash balance increased from €76.7 million as at March 31, 2004 to €180.7 million as at March 31, 2005. Capital resources We will maintain cash and cash equivalents to fund the day-to-day requirements of our business. We expect to hold cash primarily in euros. Historically, we have relied primarily upon bank borrowings and cash flow from operations to provide funds required for acquisitions and operations. Our principal source of liquidity on an on-going basis will be our operating cash flows. Our ability to generate cash from our operations will depend on our future operating performance, which is in turn dependent, to some extent, on general economic, financial, competitive, market, regulatory and other factors, many of which are beyond our control. Our high number of subscribers who pre-pay their annual bill in the months between November and February leads to higher cash inflows in these months as compared to the rest of the year. We believe that our bank borrowings and cash flow from operations will be sufficient to fund our currently anticipated working capital needs, capital expenditures, and debt service requirements, although we cannot assure you that this will be the case. To the extent that we are not able to fund any principal payment at maturity with respect to the Notes or any interest payment when due with cash flow from operations, we will be required to refinance this indebtedness with additional credit facilities or the issue of new debt or equity securities in the capital markets. Any failure to raise additional necessary funds would result in a default under the Senior Credit Facilities and a default under the Notes. We anticipate that we will have to refinance in part the payment of the Notes at maturity. Neither Apollo nor any of our other shareholders has guaranteed our obligations under the Notes. In addition, under the Senior Credit Facilities, we have access to a revolving credit facility to service our working capital and general corporate needs. The availability of this facility is dependent upon certain conditions described under “Description of Other Indebtedness—Senior Credit Facilities.” The terms of the Senior Credit Facilities and the Indenture contain a number of significant covenants that restrict our ability, and the ability of our subsidiaries, to, among other things, pay dividends or make other distributions, make capital expenditures, and incur additional debt and grant guarantees. Furthermore, the ability of the Company’s subsidiaries to pay dividends and make other payments to the Company may be restricted by, among other things, other agreements and legal prohibitions on such payments or otherwise distributing funds, including for the purpose of servicing debt. In addition, the net equity of our consolidated group is low, which may restrict our ability to pay dividends or otherwise distribute funds, including for the purpose of servicing debt. Losses or other events could further reduce our net equity. We anticipate that we will be highly leveraged in the foreseeable future. Our high level of debt may have important negative consequences for you. For more information, see “Risk Factors—Risks Relating to our Indebtedness and Structure—Our high leverage and debt service obligations could materially adversely affect our business, financial condition or results of operations.” In addition, additional indebtedness incurred could reduce the amount of our cash flow available to make payments on the Notes and increase our leverage. See “Risk Factors—Risks Relating to our Indebtedness and Our Structure.” Senior Credit Facilities The Senior Credit Facilities require us to comply with certain covenants, including certain financial ratios. For a description of the Senior Credit Facilities, see the description included in “Description of Other Indebtedness.” 95

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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

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    In April/May 2005, iesy entered int

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    Our Corporate and Financing Structu

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    THE OFFERING The summary below desc

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    Optional Redemption We may redeem a

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    SUMMARY FINANCIAL AND OPERATING INF

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    iesy Other Financial Data (unaudite

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    iesy Operational Data (unaudited) R

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    ish Income Statement Data Audited y

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    35 Three months ended Year ended De

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    37 As of December 31, As of March 3

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    RISK FACTORS You should carefully c

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    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 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: average installation fees from July
  • 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
  • Page 121 and 122: Competition ish faces significant c
  • Page 123 and 124: This decrease was primarily due to
  • Page 125 and 126: Net Loss Net loss was €17.9 milli
  • Page 127 and 128: Pension Obligations As of March 31,
  • Page 129 and 130: Term Sheets with DTAG, BRN-ish agre
  • Page 131 and 132: estructuring liabilities, while 200
  • Page 133 and 134: accrual for pending losses. The exp
  • Page 135 and 136: International Financial Reporting S
  • Page 137 and 138: Content Providers Basic Television
  • Page 139 and 140: Digital Home” and PrimaCom offers
  • Page 141 and 142: [GRAPHIC] [GRAPHIC] Level 4 is the
  • Page 143 and 144: 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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