Exhibit 5. EXHIBIT 5 to the Agreement is deleted in its entirety and replaced with the attached EXHIBIT 5.
Exhibit 5. 9.1 contains a true and complete list of all of the following agreements by which the Company is bound or under which it may still have any obligation or liability (“Material Agreements”):
Exhibit 5. 8.1 contains a true and complete list, as of the date hereof, of all employees of the Company whose annual salary (including any fixed minimum bonus, but excluding any variable or discretionary bonus and any benefits) is in excess of € 50,000 (the “Key Employees”). True and complete copies of the employment agreements of all Key Employees, as in effect as of the date hereof, including all amendments and side agreements, have been delivered to Purchaser prior to the date hereof. As of the date hereof, no notice of termination of any such employment agreement has been given, and no Key Employee has expressed the intention to terminate his or her employment with the Company.
Exhibit 5. 8.2 contains a list, true and correct in all material respects, as of the date hereof, of all employees of the Company and of the Lessee (including part-time employees and trainees (Auszubildende)), including, for each person, its function, age, date of employment as well as the entire remuneration (including fixed salary, vacation payments, company car, bonus payments, direct insurance, pension agreement, if any, etc.) granted by the Company to such person for the term from January 1, 2014 to May 31, 2015.
Exhibit 5. 8.6 correctly sets forth each: (i) pension plan, agreement, program, policy, commitment or arrangement (including retirement, widows’, dependants’ and disability pensions) and old-age part-time schemes, (ii) other employee benefit plan, agreement, program, policy, commitment or arrangement (whether funded or unfunded, on a defined benefit or defined contribution basis, or otherwise) relating to retirement, death, disability, welfare benefits, medical benefits or anniversary payments, and (iii) severance, retention, employment, indemnification, consulting, “change of control”, bonus, incentive (equity-based, equity-related or otherwise), deferred compensation, employee loan, fringe benefit and other benefit plan, agreement, program, policy, commitment or other arrangement, in each case (under clauses (i), (ii) and (iii)) sponsored, maintained, entered into or contributed to, or required to be sponsored, maintained, entered into or contributed to, by the Company. All the plans, agreements, programs, policies, commitments and arrangements set forth, or required to be set forth, in Exhibit 5.8.6 (the “Benefit Plans”) are and have been established, amended and operated in accordance with their terms and applicable law. Any adjustments of pensions under the Benefit Plans have been made to the maximum extent permitted by applicable law. True and complete copies of the following have been delivered to Purchaser prior to the date hereof: (i) each Benefit Plan (or, in the case of any unwritten Benefit Plans, written descriptions thereof), including any amendments thereto, and (ii) the two most recent actuarial valuations for each Benefit Plan (if any). Any pension or other obligations of the Company under the Benefit Plans have been fully funded based on reasonable actuarial assumptions and applicable laws or, to the extent not funded, have been fully reflected in the 2013 Financial Statements in accordance with applicable accounting principles. All contributions to the pension security fund (Pensionssicherungsverein) (or similar funds or institutions under the laws of any jurisdiction other than Germany) have been duly and timely paid. There are no pending or threatened claims against any Benefit Plan.
Exhibit 5. Exhibit 5 of the Agreement shall be deleted and replaced in its entirety with the attached Exhibit 5.
Exhibit 5. 10b contains a true and complete list of all fixed assets of the Company except for low value assets (geringwertige Wirtschaftsgüter) as of September 30, 2002 (“Tangible Assets”). The Tangible Assets comprise all of the material assets of the Company used by the Company to conduct its business as it has been conducted until Signing and as contemplated to be conducted by the Company, as described in any product roadmaps, business plans or the like existing as of Closing. The Tangible Assets have been well maintained and are in good and serviceable condition, exempt from normal wear and tear. All inventories of the Company that existed on September 30, 2002 are reflected in the Interim Financial Statement on the basis of the principles generally accepted in Germany and such principles have been applied consistently and without changes as in the preceeding accounting period. The present inventories will be, by quantity and quality, usable and saleable in the ordinary course of business, taking into consideration any devaluation made in respect thereof in the Interim Financial Statement.
Exhibit 5. 9.1 (Telecom Licences), attached hereto, contains true and complete copies of all telecom related licences and approval certificates (and supplements thereto, if any) that are in full force and effect and that were duly and legally awarded to the Company for the establishment, maintenance and operation of a public mobile cellular network in the territory of the Republic of Bulgaria, based on a GSM standard and for provision of telecommunications services, which have not been replaced or superseded by another licence (as of the Disclosure Date) (the “Telecom Licences”). Such Telecom Licences are:
Exhibit 5. 4.1 contains the audited annual balance sheet and profit and loss statement of the Company together with the notes and annexes thereto as of December 31, 2005 (the “2005 Accounts”), which, as well as for the preceeding four years, were certified without qualifications by the Company’s statutory auditors and approved by the Company’s annual shareholders’ meeting without reserves.
Exhibit 5. 4.2 contains the interim balance sheet and profit and loss statement (bilan et comptes de résultat intermédiaires) of the Company as of the Balance Sheet Date, which were prepared by the Company and perused by the Company’s statutory auditors (the “Interim Accounts”).
