**Exhibit 1**

**EXHIBITS**

**Memorandum andArticles of Association**

**Certified copy**

Deed No.: 0864/2004SB: mbGmbH KDG Besch. 28.06

**Certificate in accordance with section 54 (1) sentence 2of the German Limited Liability Companies Act (*GmbHG*)**

I, Ursula Wilfart-Kammer, Notary Public at Munich,hereby certify that the amended provisions of the Articles of Associationoverleaf correspond to the resolution on the amendment of the Articles ofAssociation, issued by this office on 28 June 2004, Deed No.     /2004, and the unamended provisionscorrespond to the full wording of the Articles of Association as last submittedto the commercial register.

Munich, 28 June 2004

[Seal]     [Signature]

Wilfart-Kammer, NotaryPublic

**Articles ofAssociation**

**§ 1**

**Company Name**

The name of the Companyis:

**Kabel Deutschland GmbH**

**§ 2**

**Registered Office**

The Company’s registered office is Unterföhring.

**§ 3**

**Duration of theCompany, Financial Year**

(1)   The Company’sincorporation is not subject to any time limit.

(2)   Thefinancial year shall commence on 1 April of any given year and end on31 March of the following year. The period from 1 January 2003to 31 March 2003 shall be a stub period.

**§ 4**

**Object of theCompany**

(1)   The objectof the Company is the acquisition, holding (also as a general partner) andcentralized management of participations in German and foreign companies.

(2)   The Companymay operate any business and perform any actions that are directly orindirectly suitable for the promotion of its object.

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(3)   The Companymay establish branches under the same or another company name in Germany andabroad.

**§ 5**

**Nominal Capital**

(1)   The nominalcapital of the Company is EUR 1,025,000.00 (in words: one million twentyfive thousand euros).

(2)   By way ofresolution, the shareholders may consolidate several fully paid-up shares.

**§ 6**

**Management**

(1)   The Companyshall have one or more managing directors who are appointed and removed by theSupervisory Board.

(2)   Themanaging directors are bound by law and these Articles of Association as wellas the resolutions passed by the Shareholders’ Meeting. The managing directorsshall manage the Company by applying all the due care and diligence of aprudent businessman.

(3)   Theshareholders may adopt internal rules of procedure that are binding forthe managing directors. Said rules may also prescribe which transactionsand measures of the managing directors will require the shareholders’ priorconsent.

**§ 7**

**Representation**

(1)   Where onlyone managing director has been appointed, this managing director shall be thesole representative of the Company. Where several managing directors have beenappointed, the Company shall be represented either by two managing directorsjointly or one managing director jointly with a holder of statutory generalpower of attorney (Prokurist).

(2)   TheShareholders’ Meeting may grant one or more managing directors exemption fromthe restrictions of section 181 of the German Civil Code (“BGB”).Moreover, sole power of representation may be bestowed one or more managingdirectors even though a greater number of managing directors have beenappointed.

**§ 8**

**Supervisory Board,Composition, Membership**

(1)   The Companyshall have a Supervisory Board whose composition is prescribed by law. SaidSupervisory Board shall have 12 members, unless imperative statutory provisionsrequire otherwise.

(2)   The membersof the Supervisory Board shall be appointed by shareholders’ resolution, unlessthey must be elected as members representing the employees in accordance withthe German Co-determination Act (*MitbestG*).

(3)   Whenappointing the members of the Supervisory Board, the Shareholders’ Meeting mayalso, by way of resolution, appoint substitutes for the relevant members. Thesesubstitute members shall become full members of the Supervisory Board if therelevant member ceases to be a member of the Supervisory Board prior to the endof that member’s term of office.

(4)   TheSupervisory Board members shall be appointed for the period until the end ofthe next Shareholders’ Meeting that passes a resolution on the formal approvalfor the fourth financial year following the commencement of their term ofoffice. The financial year, in which the term of office 

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commences, shall not beincluded in this determination. For members of the Supervisory Board who wereappointed by resolution of the Shareholders’ Meeting in accordance with thepreceding paragraph (3), the Shareholders’ Meeting may set a shorter termof office.

(5)   The term ofoffice of substitute members shall end upon expiry of the term of office of themembers for whom they substitute. With regard to substitute members appointedby resolution of the Shareholders’ Meeting, the Shareholders’ Meeting maydetermine that their term of office will end upon the close of the Shareholders’Meeting that passes a resolution on the formal approval for the financial yearin which their term of office began.

(6)   Members orsubstitute members which were appointed by way of shareholders’ resolution maybe removed from their office by shareholders’ resolution without statingreasons. Members and substitute members may resign from their office before theend of their term by written declaration vis-à-vis the Company without statingreasons.

(7)   Where aSupervisory Board member withdraws from his or her office before the end of theterm of office, without a substitute member replacing such member, a successorshall be appointed for the remaining office term of the withdrawing member.

**§ 9**

**Chairperson of theSupervisory Board**

(1)   TheSupervisory Board shall elect the Chairperson and a deputy from amongst itsmembers. In the case of Supervisory Boards subject to codeterminationprovisions, the election shall be made in accordance with section 27 (1) and(2) of the MitbestG.

(2)   TheChairperson of the Supervisory Board and his or her deputy shall be elected forthe duration of the Supervisory Board’s term of office, unless the SupervisoryBoard sets a shorter term of office for both Chairperson and deputy upon theirelection.

(3)   TheSupervisory Board may revoke the appointment of the Chairperson or his/herdeputy before the end of their term of office without stating reasons. Thequorum required for the relevant election shall also apply to any suchrevocation. The Chairperson may resign from his/her office before the end ofthe term of office by declaration vis-à-vis the Company without stating anyreasons. The same shall apply to the Chairperson’s deputy.

(4)   Where theChairperson resigns from office before the end of his/her term of office, thisshall not affect the continuation of the deputy’s office. This shall also applyvice versa. Where the Chairperson or his/her Deputy withdraws from office priorto the expiry of their term of office, the Supervisory Board shall elect a newChairperson and/or deputy for the remaining term of office of the person whowithdrew.

**§ 10**

**Supervisory Board’sInternal Rules of Procedure and Committees**

(1)   TheSupervisory Board may adopt its own internal rules of procedure.

(2)   TheSupervisory Board may form committees from among its members and determinetheir powers and responsibilities. To the extent legally possible, theSupervisory Board may delegate decision-making powers to said committees.

(3)   Immediatelyfollowing the election of the Supervisory Board Chairman and his/her deputy,the Supervisory Board shall form a committee in accordance withsection 27 (3) of the MitbestG for the purpose of performing theduties laid down in section 31 (3) sentence 1 of theMitbestG.

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(4)   Where theChairman of the Supervisory Board is a member of a committee and any voting withinthe committee results in a parity of votes, the ballot shall be repeated.During this second ballot, the Chairman shall have—to the extent permitted bylaw—two votes if the ballot would otherwise again result in a parity of votes. Section 108 (3) ofthe German Companies Act (*AktG*) shallapply to the second ballot. The deputy shall have no entitlement to a secondvote.

**§ 11**

**Supervisory BoardMeetings, Passing of Resolutions, Execution of Resolutions**

(1)   In general,the Supervisory Board shall make its decisions by way of resolution. Thepassing of resolutions in writing, by telegraph, telephone, telex or otherwiseshall be permitted if so directed for special reasons by the Chairperson of theSupervisory Board or, in the Chairperson’s absence, by his/her deputy.Resolutions passed by the casting of votes in writing, by telegraph, telephone,telex or otherwise shall be documented in writing by the Chairperson of theSupervisory Board.

(2)   TheChairperson of the Supervisory Board, and in the Chairperson’s absence his orher deputy, shall be responsible for preparing and chairing Supervisory Boardmeetings. The person chairing the Supervisory Board meetings shall determinethe order of agenda items and the order and manner of ballots.

(3)   TheChairperson may suspend or adjourn any meeting called by him/herself or thepassing of a resolution on individual or all agenda items. Where all members ofthe Supervisory Board are not present at a meeting or submit written votes, themeeting or the passing of a resolution shall be adjourned if at least two ofthe members present so request. Adjournments for more than two months are notpermissible. The passing of a resolution regarding the same agenda item may notbe adjourned more than twice.

(4)   TheSupervisory Board shall be deemed to have a quorum when at least 50% of itsprescribed membership take part in the passing of a resolution. Section 108 (2) sentence4 of the AktG shall apply.

(5)   Resolutionswhich were not properly proposed in advance may only be passed if at least twothirds of the Supervisory Board’s prescribed membership (i) are presentand (ii) do not object, and the absent members have been given opportunityto cast their votes afterwards in writing within a reasonable time period setby the Chairperson.

(6)   Resolutionsof the Supervisory Board are passed by simple majority, unless the law, theseArticles of Association or the Supervisory Board’s internal rules ofprocedure determine otherwise. Abstentions from voting shall not be taken intoaccount. Where, in the case of a parity of votes, the Chairperson of theSupervisory Board has a second vote by virtue of law, the Chairperson isentitled but not obligated to exercise this voting right. To the extentpermitted by law, the Chairperson of the Supervisory Board shall always have asecond vote in case of a parity of votes.

(7)   Absentmembers of the Supervisory Board may take part in the passing of resolutions bythe Supervisory Board and its committees by casting their votes in writing, bytelegraph, telephone, telex or otherwise.

(8)   TheChairperson of the Supervisory Board shall be responsible for the execution ofSupervisory Board resolutions and the Supervisory Board’s representationvis-à-vis third parties, in particular in relation to courts, governmentagencies and the Company.

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**§ 12**

**TransactionsRequiring Approval**

In addition to thecases prescribed by law, the management also requires the Supervisory Board’sapproval in the following matters:

(a)   thetransfer and the pledging of Company shares;

(b)   thepurchase or sale of, or the creation of encumbrances on, real property orequivalent rights, provided that the relevant transaction exceeds a value ofEUR 50 million;

(c)   thecompany-wide introduction of employee incentive programs of whatever kind;

(d)   theinstigation or termination of legal proceedings, provided that the value of thematter does not exceed EUR 50 million in each individual case;

(e)   theplacement of orders for consultancy services with the auditor or Group auditor.

**§ 13**

**Duty of Confidentialityof Supervisory Board Members**

The Members of theSupervisory Board shall not disclose any confidential information and secretsof the Company, in particular trade and business secrets, which come to theirknowledge in connection with their activities on the Supervisory Board. Thisduty shall survive the relevant member’s withdrawal from the Supervisory Board.

**§ 14**

**Emoluments of theSupervisory Board, Liability**

(1)   The membersof the Supervisory Board are entitled to reimbursement for any expenses (includingreasonable travel expenses) incurred in their reasonable discretion.

(2)   In additionto the reimbursement of expenses, each Supervisory Board member shall receiveannual emoluments in the amount of EUR 5,000.00. Said emoluments shall bepayable prior to the end of the financial year.

(3)   Paragraph (2) notwithstanding,the Chairperson of the Supervisory Board shall receive emoluments in the amountof EUR 10,000.00. The Deputy Chairperson shall receive emoluments in theamount of EUR 7,500.00.

(4)   Theseemoluments are net payments. If emoluments are subject to value-added tax, theCompany shall also pay any value-added tax. Value-added tax shall be due andpayable on invoice.

(5)   The Companyundertakes to indemnify the members of the Supervisory Board, to the greatestextent legally possible, from and against any and all claims asserted vis-à-visthe members of the Supervisory Board in connection with their activities forthe Company before any such claims fall due. This indemnification also means thatthe Company shall bear any and all costs, fees and necessary payments (such asattorney’s fees and court fees, damages, settlement payments, expenses, etc)arising from the threatened or actual assertion of claims and shall also coverthe relevant members after their withdrawal from the Supervisory Board.However, this indemnification shall not cover liability arising from grossnegligence or intent.

(6)   In theevent that the legal framework changes after 21 August 2003 in such away as to increase the level of personal liability on the part of SupervisoryBoard members beyond the level described in the preceding paragraph (5) orso that the personal liability of Supervisory Board members can be fullyexcluded, the liability of the members of the Supervisory Board shall bemodified or excluded, as the case 

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may be, to the fullestextent permissible under the law. Any amendments to this paragraph (6) shallnot negatively affect the protection or the indemnification entitlement ofSupervisory Board members that exist at the time of such amendments.

**§ 15**

**Notifications**

Any and all notifications (*Bekanntmachungen*) by the Company shall only be published inthe German Federal Gazette (*Bundesanzeiger*).

This copy is hereby certified to be a true copy of theoriginal document.

Munich, 30 June 2004

[Signature]Birgit Birnstiel, *Notarassessorin*(notarypublic prior to appointment for life),officially appointed representativeof the Notary Public Wilfart-Kammer

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