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

2. Key management team Renato Soru Chairman and Chief Executive Tiscali
James Kinsella
Chairman
World Online
Massimo Cristofori
Finance Director
Tiscali
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3. Presentation order Key investment highlights
Background and strategic vision
Overview of the new group
Benefits of the combination
Pro forma data
Summary
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4. Key investment highlights
The internet network for the people of Europe
Leading the consolidation in Europe
Independent of traditional telcos
Faster path to breakeven
Creating the leading pan-European internet network company
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5. 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
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6. Strategic vision Voice Access New telco company Business services N ek
Voice
Access
Business services
New telco company
Content distribution services
Advertising
Media aggregator and distributor
Customers
Vortals, e.g.:
finance
travel
Partnerships
New retailing platform
A unified network with the largest European customer base providing new telco, media and retailing products and services
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7. 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
Sweden
Norway
Denmark UK
Neth.
Belgium
Germany
Lux.
Czech
Austria
Switz.
France
Italy
Spain
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8. Overview of the new group
Creating the largest proprietary optical IP network in Europe
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
Existing network
New network planned
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9. Overview of the new group
A full service provider
Key:
P = application pending
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10. Benefits of the combination
Customers
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
Company
Superior positioning for convergence
“Must-buy” network for advertisers and e-commerce partners
Strong platform for further consolidation
Investors
Depth of talent and management experience
Significant revenue and cost synergies
Faster break-even
Financial strength
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11. Superior positioning for convergence
Fixed
Combined IP based unified network
Unified messaging
Voice services
Streaming
UMTS
Advertising
Mobile PC TV
Broadband
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12. Significant revenue synergies
Enhanced ability to provide and bundle new converged services
Captures greater proportion of interconnect revenues
Improves business services
Pan-European IP network operator
Single brand and customer proposition
Single brand generates more customers
Leverage best content, applications and business services across the new group
“Must-have” network for advertisers, key content and e-commerce providers
Superior scale and profile
MVNO and UMTS services
Andala relationship
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13. Significant cost savings
Total net cash saving
Recurring 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
Indicative breakdown
Total net cash savings of approximately €550–600 million over the first two full years
Total approx. e150m
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14. Depth of combined management
Proven leadership and experience
Renato Soru Executive Chairman
James Kinsella Chief Executive Officer
Massimo Cristofori Chief 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
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15. Pro forma data 6 months to 30 June 2000
Pro forma (em) Tiscali World Online combined
Revenue
EBITDA (17) (179) (196)
Net cash (at 30 June 2000) 9 1,569 1,578
Internet minutes (in June 2000) 612m 1,050m 1,662m
Subscribers
- registered 2.3m 3.8m 6.1m
- active 1.1m 2.4m 3.5m
Pro forma market capitalisation – e12.5 billion
Targeting EBITDA positive during H2 2001
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16. Pro forma combined revenue
Sources of revenue for the combined group
Estimated by 2002
Pro forma for 6 months to 30 June 2000
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17. Transaction structure—key terms
Tiscali shares1 to the value of e20 per share for each World Online share within collar
Asymmetric collar: - 11% / +7.5%
Ownership2
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%
Sandoz Foundation, 9 months
Renato Soru, 9 months (subject to minor exemptions)
Lock-ups
Note:
1 Exchange ratio of at a Tiscali share price of e45.95
2 Based on a Tiscali share price of e45.95, assuming full acceptance
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18. Expected transaction timetable
7 September
Public announcement
Mid/late October
Text
Offer Memorandum posted and Offer period starts
Text
Mid November
Tiscali EGM to approve capital increase
Text
Mid/late November
Text
First closing date
Mid/late November
Text
Text
Italian court approval of Tiscali’s EGM resolution
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19. Creating the leading pan-European internet network company
Summary
The internet network for the people of Europe
Leading the consolidation in Europe
Independent of traditional telcos
Faster path to breakeven
Creating the leading pan-European internet network company
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20. Q&A
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21. 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.
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