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Acquisition of Liberty Surf: building the leading pan-European internet network company Presentation to analysts 8 January 2001 Content Strategic vision Benefits of the transaction Overview of the Enlarged Company Overview of Liberty Surf Overview of Tiscali Transaction highlights 1 Strategic vision The European IP interconnected network: new telco and new media NEW TELCO Voice Access IP based interconnected network Internet B2B Web Portal Audio/Video Streaming Advertising and e-commerce NEW MEDIA 2 Strategic vision Reach a leading position in all key European countries Organic growth in subscribers Triple digit growth 1999-2000 in many Tiscali country operations Aggregating small/medium established players in each country Nikoma (Germany), Linkline (Belgium), Datacomm (Switzerland), Interweb (Belgium), AddCom (Germany) Consolidating major independents World Online, Liberty Surf 3 Benefits of the transaction Rationale Bolsters position as the pan-European internet Market position communications company Strong No.2 position in France Strengthen No.2 position in Europe, reduce gap Scale maximises network economics More attractive as a distribution vehicle for content Critical mass Portal offering providers “Must-buy” network for advertisers and e-commerce partners Full range of innovative services Wider and deeper content offer Benefits from cross dissemination of content, applications and skills Costs savings Combination with Tiscali’s French operations Overheads restructuring Elimination of indirect costs outside of France 4 Overview of the Enlarged Company Excellent pan-European presence The only truly pan-European Internet operator Top 3 positions in 7 countries Largest pan-European subscriber base with 10.7m registered subscribers (4.9m active) 5 Overview of Enlarged Company Acquisition of the No.2 player in France Strong presence in a strategic market population of 59 million and internet penetration below European average high projected growth (internet users’ expected CAGR until 2003: +42%) Source: IDC - 2000 French portal ranking 1.6 3.5 1.4 3.0 1.2 Unique users (m) Active Subscribers (m) French ISP ranking 1.0 0.8 0.6 0.7 0.4 2.5 2.0 1.5 1.8 1.0 0.5 0.2 0.2 0.3 0.0 0.0 Wanadoo Tiscali Aol Club Internet Free.fr Wanadoo Tiscali Yahoo! Proxad Terra Lycos Source: NetRatings - November 2000 6 Overview of the Enlarged Company Consolidation of No.2 position in Europe Leading market positions in European ISP ranking as at 30/09/00 Italy, France, Belgium, Netherlands, Denmark, Czech Republic and South Africa subscribers are in markets where the Enlarged Company has market leading positions 7 6 Active users (m) In total over 60% of 8 4.7 5 0.9 4 3 2 3.8 1 0 Strong platform for growth across the major European economies of the United Kingdom, Germany, Spain, Switzerland and Scandinavia T-Online Tiscali Wanadoo Aol Source: Company reports and press releases as at 30/09/00 Note: Wanadoo’s subscriber base includes Freeserve’s 2m active subscribers 7 Overview of the Enlarged Company Pro forma data (€m) Tiscali Liberty Surf Pro forma combined Revenue (9 months to 30/09/00) 274 38 312 Revenue (6 months to 30/06/00) 165 23 188 EBITDA (6 months to 30/06/00) (196) (65) (261) Net cash (as at 30/06/00) 1,578 359 1937 Subscribers (as at 30/09/00) - registered - active 6.8m 3.8m 2.4m 0.7m 9.2m 4.5m Targeting EBITDA positive during H2 2001 Note: Pro forma data are unaudited 8 Overview of the Enlarged Company Synergies and savings France Approximately €80m of revenue synergies and cost savings in 2001 The Enlarged Company will benefit: an increase in advertising (60% of the increase) and B2B (40%) revenues a reduction of interconnection (12% of the reduction), site production & management (12%), marketing (37%), technical (12%), call center (4%) and G&A (23%) budgeted costs a lower level of capital expenditures (€ 10m) Foreign subsidiaries Approximately €10m of revenue synergies and cost savings in 2001 arising from: the integration with actual Tiscali’s businesses in UK, Spain, Sweden and Norway the exploiting of portal business in Spain (Hispavista) +€ 80m at EBITDA level in 2001, net of one off integration cash costs, most of them recurring + net cash savings of approximately €550–600 million in 2001-2002 arising from the transaction with World Online 9 Overview of the Enlarged Company Shareholding assuming full acceptance of the Offer Liberty Surf public shareholders 2.9% Tiscali public shareholders 36.5% Kingfisher 3.6% Europ@web 3.6% Renato Soru 31.6% Sandoz Foundation 17.8% Reggeborgh 4.0% 10 Overview of Liberty Surf Market position No.2 ISP in France with about 0.9m active subscribers (more than 2m registered ) No.3 portal in France (38.6% reach*) Operations established in the UK (ISP, portal) and Spain (portal) More than 3m registered subscribers in Europe (*) NetRatings - November 2000 French portal ranking 1.6 3.5 1.4 3.0 1.2 1 Unique users (m) Active subscribers (m) French ISP ranking 0.9 0.8 0.6 0.4 2.5 1.8 2.0 1.5 1.0 0.5 0.2 0.0 0 Wanadoo Liberty Surf Aol Club Internet Free.fr Wanadoo Yahoo! Liberty Surf Proxad Terra Lycos Source: NetRatings - November 2000 11 Overview of Liberty Surf Web properties 12 Overview of Tiscali Market position No.3 ISP in Europe with about 4.0 m active subscribers (about 7.7 m registered) Leading ISP position in 7 countries Rapidly expanding European subscriber base Strong portal reach in Italy European ISP ranking as at 30/09/00 8 9 7 8 7 Registered users (m) 6 Active users (m) Internet subscriber growth 5 3.8 4 3 2 6 CAGR 80% quarter on quarter 5 4 7.7 3 2 1 1 0 0 T-Online Wanadoo Tiscali Aol Source: Company reports and press releases as at 30/09/00 1.8 0.4 Q3 99 2.3 2.6 Q2 00 Q3 00 0.9 Q4 99 Q1 00 Q4 00 Note: Include organic and external growth 13 Overview of Tiscali Web properties and services 14 Tiscali progress since IPO Benefits of European expansion Price (€) Bloomberg ISP Index Sales/Share (€) Cash/Share (€) Active subs (m) Countries with leading market presence 4.6 13.6 68.0 70.5 +196% +4% 0.209 0.638 1.356 4.224 +549% +562% 0.5 4.0 1 7 Jan 2001 +731% +6 IPO (Oct 1999) 15 Highlights of World Online Integration Goals Achieved Created world-class management team Moved international headquarters to Milan Saving in headcount : 100 people for an aggregate annual saving of approximately € 7 m Annual savings in G&A expenses for a total amount of € 5 m Swiss and Italian operations already merged for a total headcount reduction of 100 people Netherlands: reduced headcount by 120 Spain: consolidated management team To be completed in Q1 2001 German operations to be centralized in Frankfurt, Hamburg closed Merger of Belgian operations France: merging network and ISP companies 16 Transaction structure Offer terms For each Liberty Surf share: 0.365 Tiscali shares €2.13 in cash Acquisition of the 72.9% of Liberty Surf shares owned by Structure Europ@web and Kingfisher in equal part Public offering for the remaining 27.1% of Liberty Surf shares on the same conditions applied to the two main shareholders Both Europ@web and Kingfisher have undertaken not to Lock-up dispose of the Tiscali shares for a period of 3 months days after closing in respect of one third of their respective entitlements, until 7th September 2001 for an additional one third portion, and until 9 months days after closing in respect of the remainder 17 Transaction timetable 8 January Announcement As soon as Text possible Text Prospectus filed and Offer period starts Late February Tiscali EGM to approve capital increase By the end of Text Q1 01 Text Closing and settlement 18 Q&A 19 Disclaimer 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 Liberty Surf. The Offer will be made by means of a Prospectus to be distributed to the Liberty Surf shareholders. Any decisions regarding the Offer should only be made on the basis of such Prospectus. 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 Liberty Surf Shares. Not for release, publication or distribution, in whole or in part, in or into United States, Canada, Australia, Japan or Germany. 20