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

Creating the leading pan-European internet network companyPresentation to analysts7 September 2000

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Key management team

Renato Soru

James Kinsella

Massimo Cristofori

Chairman and Chief ExecutiveTiscali

ChairmanWorld Online

Finance DirectorTiscali

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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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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

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Background and strategic vision

Deregulation

Disruptive new technologies

Emergence of the networked market

A pan-European internet network companygenerating multiple revenue streams through the

provision of content and services across all devices

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Strategic vision

A unified network with the largest European customer base providing new telco, media and retailing products and services

Network

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

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Overview of the new groupThe 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 basein EuropeAustria

Italy

Spain

Sweden

Norway

Germany

France

Denmark

Czech

Neth.

BelgiumLux.

UK

Switz.

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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 networkNew network planned

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A full service provider

Key:P = application pending

Overview of the new group

Telco licence ISP/portalBusinessservices

Broadbandby Y/E

Denmark France Germany Italy Luxembourg Norway Netherlands Switzerland UK Spain Belgium p Czech Republic p South Africa Sweden Austria

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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 Europewith 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

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Superior positioning for convergence

Combined IP based unified

network

Fixed

Mobile

PC

Broadband

Unified messagin

g

Voice services

Streaming

UMTS Advertising

TV

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Significant revenue synergies

“Must-have” network for advertisers, key content and e-commerce providersSuperior 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 servicesAndala relationship

Single brand generates more customers

Leverage best content, applications and business services across the new group

Single brand and customer proposition

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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 saving Recurring savings

Total approx. e150mTotal net cash savings of approximately €550–600 million

over the first two full years

Indicative breakdown

Marketing45%

Network/telecommunications

20%

Overheads35%

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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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Pro forma data

Revenue 69 96 165

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 1.1m2.4m3.5m

Pro forma(em) Tiscali World Online combined

Pro forma market capitalisation – e12.5 billion

Targeting EBITDA positive during H2 2001

6 months to 30 June 2000

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ADSL13%

Voice19%

Dial-up access39%

Businessservices

12%

Portal revenues(inc. advertising)

17%

Other3%

Voice19%Business

services11%

Dial-up access 61%

Portal revenues (inc. advertising)

6%

Pro forma combined revenue

Pro forma for 6 monthsto 30 June 2000

Sources of revenue for the combined group

Estimated by 2002

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Transaction structure—key terms

Structure 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%

Lock-ups Sandoz Foundation, 9 months Renato Soru, 9 months (subject to minor

exemptions)Note:1 Exchange ratio of 0.4353 at a Tiscali share price of e45.952 Based on a Tiscali share price of e45.95, assuming full acceptance

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Expected transaction timetable

7 September Public announcement

Text TextMid/late October

Offer Memorandum posted and Offer period starts

Mid November Tiscali EGM to approve capital increase

Text TextMid/late

NovemberFirst closing date

Text TextMid/late

NovemberItalian court approval of Tiscali’s EGM resolution

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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

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Q&A

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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.