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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

Aggregate financial

Aggregate financial obligations The table below summarizes the financial payments that iesy will be obligated to make under our debt instruments as of March 31, 2005. The information presented in the table below reflects management’s estimates of the contractual maturities of iesy’s obligations. These maturities may differ significantly from the actual maturity of these obligations. In particular, debt under the Senior Credit Facilities may be retired earlier due to mandatory prepayments, such as from excess cash flow. This table does not reflect additional long-term debt obligations incurred in connection with the ish Acquisition. 96 Payments due by period (1) (€’000s) Less than 1 Year 1-3 years 4-5 years Office rental 1,795 3,032 2,709 Other rental 930 907 0 Network infrastructure 21,355 43,903 45,631 MSG and copyright fees 6,081 5,466 1,226 Other contractual obligations 475 0 0 Subtotal 30,637 53,308 49,566 Long-term debt obligations (2) 2,000 3,940 3,862 Total 32,637 57,249 53,428 (1) We have not included our obligations beyond five years, including with respect to network infrastructure, the Senior Credit Facilities and the Existing Notes. (2) Reflects iesy’s previous senior credit facilities which were repaid as part of the Refinancing and iesy entering into the Senior Credit Facilities. Leasing and rental obligations. iesy has entered into several long term SLAs with DTAG and its affiliates. These include usage and access agreements for underground cable ducts space, the use of fiber optic transmission systems, tower and facility space. In general, these agreements primarily impose fixed prices for a limited period of time, which may then be raised to reflect increased costs, subject to index-linked limitations. Some agreements impose prices based on the cost to DTAG of services that are passed through to us. iesy has the ability to terminate these agreements with notice periods of between 12 and 24 months. Furthermore, iesy has entered into the long term BRN-iesy agreement under which iesy leases additional fiber optic lines. See “Business—Business of iesy—Supply—SLAs with DTAG.” iesy has also entered into various other license, rental and operating lease agreements, all of which are expensed as services are provided. iesy treats these leases as operating rather than capital leases. See “Risk Factors—Risks Relating to Our Indebtedness and Our Structure—Our high leverage and debt service obligations could materially adversely affect our business, financial condition or results of operations” and “—Risks Relating to the Notes, the Subsidiary Guarantees and the Security—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.” Copyright agreements. iesy is required under German law to pay royalties to the holders of copyrights and related rights for the re-transmission of radio and television programs that include, among other things, literary, scientific or artistic works protected by copyright law. iesy pays these fees pursuant to a collective agreement (Kabelglobalvertrag) between members of the cable television industry and GEMA, representing collecting societies, public broadcasters, and a few private broadcasters in television and radio. The agreement with GEMA covers analog and digital transmission and will remain in force until December 31, 2006. Furthermore, on March 22, 2005, as part of settling arbitration proceedings, iesy acceded and became a party to the VG Media agreement, which had been entered into by the other Level 3 operators, VG Media and DTAG regarding the retransmission of a number of the remaining German private radio and television programs through the telecommunications cable networks of the regional cable companies. This agreement came into force on January 1, 2003 and may be terminated by each party on December 31, 2005, at the earliest. As a result, iesy’s accruals increased and a payment was made to cover the periods from January 1, 2003. After the agreements with GEMA and VG Media expire, new agreements with new royalty arrangements may be concluded. See “Operational and Financial Review and Prospects—Factors Affecting Our Results of Operations – Other operating expenses—Copyright license fees,” “Risk Factors—Risks Relating to Our Business— Uncertainties as to copyright laws may adversely affect our ability to conduct our business,” and “Business—Business of iesy—Legal Proceedings.”

In the three months ended March 31, 2005, total copyright fees paid by iesy under the GEMA and the VG Media agreements amounted to €1.5 million. Pension obligations. As of March 31, 2005, 18% of iesy’s employees were covered by a pension program, which was transferred to us from DTAG. The covered employees receive a percentage of the previous year’s gross income, multiplied by a variable age factor. As of March 31, 2005, there is €1.4 million reserved on iesy’s balance sheet with respect to its exposure with respect to pension obligations. See “Risk Factors—Risks Relating to our Business—We have unfunded liabilities tied with respect to our pension plans and other post-retirement benefits.” As of March 31, 2005, 25% of iesy’s workforce participated in a pension plan with DTAG. iesy is required to make monthly payments to DTAG to a special fund (“Unterstützungskasse”) for each employee concerned. These payments equal 30% of the covered individual’s gross civil servant salary (“versorgungsfähige Beamtenbezüge”) and amount to approximately €700 to €1,500 per month per eligible person. See “Risk Factors—Risks Relating to Our Business—We have unfunded liabilities with respect to our pension plans and other post retirement benefits.” Other commitments. Based upon contracts with customers, iesy is contractually obliged to upgrade or maintain connections to Level 4 dwelling units. As of March 31, 2005, there were approximately 14,000 dwelling units for which iesy has to complete its commitment to upgrade connections under the Viterra contract. The expected investment for this obligation amounts to approximately €2.0 million. iesy is also involved, from time to time, in lawsuits, claims, investigations and proceedings, including copyright, environmental, human resources, workplace health and safety, and commercial matters that arise in the ordinary course of business. See “Risk Factors—Risks Relating to Our Business – Uncertainties as to copyright laws may adversely affect our ability to conduct our business” and “Business—Business of iesy—Legal Proceedings.” Results of Operations for the years ended December 31, 2003 and 2004 The following table sets forth certain items of audited income statement information for each of the years ended December 31, 2003 and 2004: 97 Year ended December 31, 2003 2004 (€’000s) Sales 126,243 129,261 Own work capitalized as fixed assets 669 1,293 Other operating income 10,956 5,373 Total revenues 137,868 135,927 Cost of materials Raw materials and consumables (2,687) (2,580) Purchased services (25,137) (23,247) Personnel expenses Salaries and wages (19,062) (18,562) Social security, pension and other benefits (3,902) (3,484) Depreciation (41,879) (42,425) Other operating expenses (31,140) (31,566) Other interest and similar Income 1,283 1,295 Interest and similar expenses (11,014) (5,697) Profit from ordinary activities 4,330 9,661 Extraordinary income 1,221 — Extraordinary expenses (28,659) — Extraordinary result (27,438) — Taxes on income 64 (3,653) Adjustment item reflecting the result until the iesy Acquisition date (January 14, 2003) 17,509 — Net profit/loss (5,535) 6,008 Profit/loss attributable to minority interests 583 (1,924) Consolidated profit/loss (4,952) 4,084

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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

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    agreements—MSG”). We cannot ass

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  • 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
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  • 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: Cash flow from investing activities
  • 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,
  • Page 145 and 146: 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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