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Annual Report 2009 This report is available on the website www.tiscali.it Annual Report 2009 © 2010 - Tiscali S.p.A. S.S. 195, km 2.300 Località Sa Illetta, 09122 Cagliari www.tiscali.it Table of contents 1. Highlights 5 2. Alternative performance indicators 7 3. Management 8 4. Directors and Auditors 9 5. Milestone 10 6. A strong brand 13 7. Report on operations 15 7.1 Tiscali’s position within the market scenario 15 7.2 Regulatory framework 17 7.3 Tiscali shares 21 7.4 Significant events during the financial year 23 7.5 Analysis of the Group economic, equity and financial position 34 7.6 Events subsequent to the end of the year 49 7.7 Assessment of the business as a going-concern and business outlook 50 8. Corporate Governance Report and Ownership Structure 53 8.1 Foreword 53 8.2 Part I: Corporate Governance Structure 53 8.3 Part II: Disclosure on compliance with the recommendations contained 58 in the Code of Conduct for Listed Companies 8.4 Organization, management and control model pursuant 70 to Italian Legislative Decree no. 231/2001 8.5 Security System Document 71 8.6 Shares held by Directors and Statutory Auditors 71 9. Consolidated Financial Statements and Explanatory Notes 73 9.1 Income Statement 73 9.2 Statement of Comprehensive Income 74 9.3 Statement of Financial Position 74 9.4 Cash Flow Statement 76 9.5 Statement of Changes in Shareholders’ Equity 78 9.6 Income Statement Pursuant to Consob Resolution no.15519 dated 27 July 2006 79 9.7 Balance Sheet Pursuant to Consob Resolution no. 15519 dated 27 July 2006 80 9.8 Explanatory Notes 81 10. Tiscali S.p.A. – Financial statements for the year 2009 150 10.1 Analysis of the income statement, balance sheet and cash flow statement for Tiscali S.p.A. 150 10.2 Balance sheet and Cash flow statement 151 11. Tiscali S.p.A. – Accounting Statements and Explanatory Notes 154 11.1 Income Statement 154 11.2 Statement of the asset and financial position 155 11.3 Statement of changes in shareholders’ equity 156 11.4 Cash flow statement 158 11.5 Notes on the Financial Statements 159 12. Appendix - Glossary 201 13. Reports 208 4 Tiscali Group: Annual Report 2009 1. Highlights Income statement 31 December 2009 31 December 2008 Change in % Restated* (EUR mln) Revenues 290.4 325.1 (10.7%) Adjusted Gross Operating Result (EBITDA): 88.1 85.9 2.6% Gross Operating Result (EBITDA): 69.7 65.9 5.8% Operating result 11.4 (14.2) 179.9% Balance sheet 31 December 2009 31 December 2008 Change in % Restated* (EUR mln) Total Assets 428.6 1.205.8 (64.5%) Net Financial Debt 211.2 601.1 64.9% Net financial debt as per Consob communica- tion no. DEM/6064293 of 28 July 2006 224.4 616.4 63.6% Shareholders’ equity (67.0) 4.8 n.d. Investments 40.8 174.3 76.6% Operating figures 31 December 2009 31 December 2008 Change in % Restated* (mln) Internet Access and Voice users 609.5 669.1 (8.9%) ADSL (broadband) users 570.2 586.1 (2.7%) of which: Direct ADSL users (LLU) 387.2 385.1 0.6% * the figures as at 31 December 2008 were restated using the same perimeter as that existing at 31 December 2009 5 Highlights 6 Tiscali Group: Annual Report 2009 2. Alternative performance indicators In this report on operations, in addition to the Pre-tax result and result deriving from assets conventional indicators envisaged by the IFRS, a destined to be disposed of number of alternative performance indicators are + Financial charges present (EBITDA and Adjusted EBITDA) used by - Financial income Tiscali Group management for monitoring and +/- Income/Charges from equity investments in assessing the operational performance of the associated companies same and given they have not been identified as an accounting measure within the sphere of the Operating result IFRS, must not be considered as alternative me- + Restructuring costs asures for the assessment of the performance of + Amortisation/depreciation the Tiscali Group’s result. Since the composition +/- Atypical charges/income of the EBITDA and Adjusted EBITDA is not regu- lated by the reference accounting standards, the Gross Operating Result (EBITDA) calculation criteria applied by the Tiscali Group + Write-downs of receivables from customers might not be the same as that adopted by others + Stock option plan costs and therefore may not be comparable. Gross Operating Result (Adjusted EBITDA) The Gross Operating Result (EBITDA) and the operating result before the write-down of re- ceivables and costs for the stock option plans (Adjusted EBITDA) are economic performance indicators not defined by reference accounting standards and are formed as indicated below: 7 Alternative performance indicators 3. Management Renato Soru Luca Scano Chairman and CEO GEnEral manaGEr Andrea Podda Salvatore Pulvirenti CTO CiO Roberto Lai Michele Lavizzari B2C dirECtOr B2B dirECtOr 8 Management 4. Directors and Auditors Board of Directors1 Chairman and ChiEf ExECutivE OffiCEr Renato Soru dirECtOrs Franco Grimaldi Gabriele Racugno Luca Scano Victor Uckmar Board of Statutory Auditors Chairman Paolo Tamponi1 statutOry auditOrs Piero Maccioni Andrea Zini dEputy auditOrs Rita Casu Giuseppe Biondo Executive appointed to draw up the accounting and corporate documents Luca Scano Independent Auditing Firm Reconta Ernst & Young S.p.A. 1. Appointed by the Shareholders’ Meeting on 21 December 2009 9 Directors and Auditors 5. Milestones JANUARY Acquisition of world online – pan-european footprint. expansion in Switzerland, Czech Republic, Belgium, Germany, Norway, JANUARY Incorporation: Netherlands and Spain mainly DECEMBER launch of telephone services through the acquisitions of Achieved Ebitda breakeven at regional level in Sardinia local isps MARCH Launch of tiscalinet, JANUARY the first free internet Acquisition of Liberty Surf connection service in western europe. Awarded a license for APRIL the supply of voice telephony Achieved leadership position services throughout the in the UK, Austria and Finland country following integration of acquisitions. OCTOBER Ipo on nuovo mercato OCTOBER Launch of Adsl product DECEMBER European expansion plans with the acquisition of two french companies 10 Tiscali Group: Annual Report 2009 JANUARY / DECEMBER JANUARY / DECEMBER Disposal of the French and JANUARY / DECEMBER Disposal of TiNet and Danish subsidiaries. Acquisition of broadband Tiscali UK, right issue Disposal of Excite, Tinet Link, and voice divsion of Pipex of ca EUR 180 million. Adsl customers in the IPTV service launch in the Netherlands and Spain UK and Italy APRIL JANUARY / DECEMBER JANUARY / DECEMBER Reached 1.3 million Adsl Acquisition of Video Networks Rights issue of ca eur 150 customers International ltd. million conversion of the Disposal of the Dutch eur 60 million convertible AUGUST subsidiary bonds underwritten by Disposal of Austria, management&capitali Switzerland, South Africa DECEMBER completed the first phase of the refocus plan in core countries with the disposal of Belgium, Norway and Sweden Tiscali is one of the leading alternative telecommunications companies in Italy. Tiscali supplies to its customers, both private individuals and companies, a wide range of services: internet access through dial-up and ADSL, Voice, VoIP, media, value-added services and other technologically advanced products. Thanks to its unbundling network (ULL), its offer of innovative services and its strong brand, Tiscali reaches a strategic position in the market. 11 Milestones Caterina Murino Testimonial of Tiscali 12 Tiscali Group: Annual Report 2009 6. A strong brand ITALY – ADV Campaign “Tiscali Unica: la strada è aperta” The most successful advertising campaign in The slogan of the “Tiscali Unica: la strada è 2009, produced by Tiscali Italy, was “Tiscali UNI- aperta” campaign, recalls that Tiscali has built CA”, the best way to browse and make unlimited its history on the ability to open new avenues of calls at competitive prices, supplementing the change in the telecommunications sector and current “Tutto Incluso” offer, the Tiscali mobile the spot closes on the testimonial smile behind SIM and the innovative wiPhone service, the ap- which opens a wide space “open to all.” plication marks a change in fixed-mobile conver- gence. The TV campaign, created by the agency com. unico was launched in September 2009. To advertise a product that integrates the latest technology Tiscali chooses a clear and direct lan- The chosen media mix, TV (terrestrial and satelli- guage: simplicity, freedom and savings. These te) and Internet, allowed to reach a Spontaneous are the messages transmitted through the spot Brand Awareness, for TLC operators, of 15% and images in a borderless nature, the notes of the a Generated Brand Awareness of 75%. music of Ludovico Einaudi and gestures of the new testimonial: the international actress Cate- Positive results also for sales: in the two weeks rina Murino that, star of the new spot, conveys of the campaign pull sales channels (web and freshness, simplicity and discretion, married per- inbound) are doubled (+105%) compared to the fectly with the identity of Tiscali. previous two weeks. In the spot, Caterina Murino walks along open landscapes and highlights, with its light footsteps, the simplicity and the pleasure of moving freely, while her voice highlights the benefits of innova- tive offerings. “Some images of the “Tiscali Unica”spot 13 A strong brand 7. Report on operations 7.1 Tiscali’s position within the market scenario Tiscali is one of the leading alternative telecommunications operators in Italy offering a wide range of services to its private and business customers: internet access through dial-up and ADSL, as well as voice, VoIP, media, and added-value services and other technologically advanced products. To complete the product portfolio, the mobile services offering for private and business customers was launched in 2009. In addition, Tiscali is active in the digital media and on-line advertising segment mainly through its www.