Creating the leading pan- European internet network company Presentation to analysts 7 September 2000.

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Presentation transcript:

Creating the leading pan- European internet network company Presentation to analysts 7 September 2000

l.ppt1 Key management team Renato Soru James Kinsella Massimo Cristofori Chairman and Chief Executive Tiscali Chairman World Online Finance Director Tiscali

l.ppt2 Presentation order Key investment highlights Background and strategic vision Overview of the new group Benefits of the combination Pro forma data Summary

l.ppt3 Key investment highlights Creating the leading pan-European internet network company Independent of traditional telcos Faster path to breakeven Leading the consolidation in Europe The internet network for the people of Europe

l.ppt4 Background and strategic vision Deregulation Disruptive new technologies Emergence of the networked market A pan-European internet network company generating multiple revenue streams through the provision of content and services across all devices

l.ppt5 Strategic vision A unified network with the largest European customer base providing new telco, media and retailing products and services NetworkNetwork Customers  Voice  Access  Business services New telco company  Content distribution services  Advertising Media aggregator and distributor  Vortals, e.g.: — finance — travel  Partnerships New retailing platform

l.ppt6 Overview of the new group The largest pan-European subscriber base  Largest pan-European footprint covering 15 countries  Top 3 positions in 5 countries (by subscribers)  Largest pan-European internet community with 6.1m registered subscribers (3.5m active)  Second largest subscriber base in Europe Austria Italy Spain Sweden Norway Germany France Denmark Czech Neth. Belgium Lux. UK Switz.

l.ppt7 Overview of the new group  Ready for broadband  Direct peering relationships across Europe provide highest quality of service  Over 300 points of presence spread across 15 European countries  Five fibre rings connecting major cities of Western Europe  Backbone connections to New York, Chicago, Washington and the US West Coast  Exploiting the oversupply of fibre in Europe by acquiring IRUs  Investing in WLL across Europe Creating the largest proprietary optical IP network in Europe Existing network New network planned

l.ppt8 A full service provider Key: P = application pending Overview of the new group

l.ppt9 Benefits of the combination  Depth of talent and management experience  Significant revenue and cost synergies  Faster break-even  Financial strength Investors  Establishing a single communication platform for the people of Europe with a full range of services  Ease of use and “always home” wherever you are in Europe Customers  Superior positioning for convergence  “Must-buy” network for advertisers and e-commerce partners  Strong platform for further consolidation Company

l.ppt10 Superior positioning for convergence Combined IP based unified network Fixed Mobile PC Broadband Unified messaging Voice services Streaming UMTS Advertising TV

l.ppt11 Significant revenue synergies  “Must-have” network for advertisers, key content and e-commerce providers Superior scale and profile  Enhanced ability to provide and bundle new converged services  Captures greater proportion of interconnect revenues  Improves business services Pan-European IP network operator  MVNO and UMTS services Andala relationship  Single brand generates more customers  Leverage best content, applications and business services across the new group Single brand and customer proposition

l.ppt12 Significant cost savings  Comprising — opex of €280–300 million — network capex of €300–330 million — less one-off cash costs of around €30 million  Operating cost savings equivalent to approximately €150 million pre-tax saving on an annualised, ongoing basis Total net cash savingRecurring savings Total approx. e150m Total net cash savings of approximately €550–600 million over the first two full years Indicative breakdown

l.ppt13 Depth of combined management Proven leadership and experience  Renato SoruExecutive Chairman  James Kinsella Chief Executive Officer  Massimo CristoforiChief Financial Officer  Simon Duffy Mergers and acquisitions  Paolo Susnik(Technology)  Salvatore Pulvirenti(Technology)  Paola Mastromarino(Technology)  Mario Mariani(Marketing)  Laurent Grimaldi(Network)  Klaus Landefeld(Network)  Bob McNeal(Strategy)  Martin Stever(Advertising)  Debby Fry Wilson(Communications)  Peter Randall(Operations ) Depth of talent and expertise

l.ppt14 Pro forma data Revenue EBITDA(17)(179)(196) Net cash (at 30 June 2000) 91,5691,578 Internet minutes (in June 2000) 612m1,050m 1,662m Subscribers - registered2.3m3.8m6.1m - active1.1m2.4m  3.5m Pro forma (em) TiscaliWorld Onlinecombined  Pro forma market capitalisation – e12.5 billion  Targeting EBITDA positive during H months to 30 June 2000

l.ppt15 Pro forma combined revenue Pro forma for 6 months to 30 June 2000 Sources of revenue for the combined group Estimated by 2002

l.ppt16 Transaction structure—key terms Structure  Tiscali shares 1 to the value of e20 per share for each World Online share within collar  Asymmetric collar: - 11% / +7.5% Ownership 2  56.7% Tiscali shareholders (35.5% Renato Soru)  43.3% World Online shareholders (18.3% Sandoz Foundation) Governance  Renato Soru (Executive Chairman)  James Kinsella (CEO)  Board of 9 (5 existing Tiscali and 4 World Online)  Headquarters and listing in Milan  Incorporated and based in Cagliari Irrevocables  World Online: Sandoz Foundation and Reggeborgh, equivalent to 54%  Tiscali: Renato Soru, equivalent to 63% Lock-ups  Sandoz Foundation, 9 months  Renato Soru, 9 months (subject to minor exemptions) Note: 1Exchange ratio of at a Tiscali share price of e Based on a Tiscali share price of e45.95, assuming full acceptance

l.ppt17 Expected transaction timetable 7 SeptemberPublic announcement Text Mid/late OctoberOffer Memorandum posted and Offer period starts Mid NovemberTiscali EGM to approve capital increase Text Mid/late November First closing date Text Mid/late November Italian court approval of Tiscali’s EGM resolution

l.ppt18 Summary Creating the leading pan-European internet network company Independent of traditional telcos Faster path to breakeven Leading the consolidation in Europe The internet network for the people of Europe

l.ppt19 Q&A

l.ppt20 UBS Warburg, a business group of UBS AG, Rothschilds and Schroder Salomon Smith Barney, which are each regulated in the UK by The Securities and Futures Authority Limited, are each acting for Tiscali in connection with the Offer and for no one else and will not be responsible to anyone other than Tiscali for providing the protections afforded to customers of UBS Warburg, Rothschilds and Schroder Salomon Smith Barney respectively or for providing advice in relation to the Offer. Goldman Sachs International and Merrill Lynch International, which are each regulated in the UK by The Securities and Futures Authority Limited, are each acting for World Online in connection with the Offer and for no one else and will not be responsible to anyone other than World Online for providing the protections afforded to customers of Goldman Sachs International and Merrill Lynch International respectively or for providing advice in relation to the Offer. These materials relate to the Offer and are not an extension of a tender offer in the United States or to any US Person for any class of equity securities in World Online. The Offer will be made by means of an Offer Memorandum to be distributed to the World Online shareholders. Any decisions regarding the Offer should only be made on the basis of such Offer Memorandum. None of the securities to be offered as consideration will be registered under the United States Securities Act of 1933, as amended (the “Act”). Accordingly, such securities may not be offered, sold or delivered in the United States or to US Persons, unless an exemption from the registration requirements of the Act is available. These materials do not constitute an offer of Tiscali Shares or an offer for World Online Shares. Not for release, publication or distribution, in whole or in part, in or into Canada, Australia, Japan or Germany.