Tessellis

Capital/Financing Update • Jan 9, 2023

Informazione Regolamentata n. 0260-2-2023		Data/Ora Ricezione 09 Gennaio 2023 11:50:34	Euronext Milan
Societa'	:	TISCALI
Identificativo Informazione Regolamentata	:	171243
Nome utilizzatore	:	TISCALIN07 - Capoccia
Tipologia	:	REGEM
Data/Ora Ricezione	:	09 Gennaio 2023 11:50:34
Data/Ora Inizio Diffusione presunta	:	09 Gennaio 2023 11:50:39
Oggetto	:	Tiscali S.p.A. - Communication to the No. 58/98 November 2022	market as per Art. 114 par. 5 Leg. Decree
Testo del comunicato

Vedi allegato.

Communication to the market as per Art. 114 par. 5 Leg. Decree No. 58/98

Cagliari, January 6, 2023

In compliance with Consob request sent to the Company on July 14, 2009, pursuant to article 114, paragraph 5 of the Law Decree No. 58/98, the Company hereby provides to the market the following information concerning the Tiscali Group as at November 30, 2022.

NET FINANCIAL INDEBTEDNESS OF TISCALI GROUP AND TISCALI SPA, WITH SHORT-TERM COMPONENTS SHOWN SEPARATELY FROM MEDIUM/LONG-TERM ONES.

The net financial indebtedness as at November 30, 2022 amounted to EUR 110.2 million.

NET FINANCIAL INDEBTEDNESS

EUR (000)	Notes	Tiscali Group November 30, 2022	Of Which: Tiscali S.p.A. November 30, 2022
A. Cash and bank deposits		10,873	431
B. Cash equivalents
C. Securities held for trading
D. Cash and Cash equivalents (A) + (B) + (C)		10,873	431
E. Current financial debt	(1)	11,105	0
F. Current portion of non-current financial debt	(2)	7,504	0
G. Current financial indebtedness (E+F)		18,610	0
H. Net current financial indebtedness (G+D)		7,737	-431
I. Non-current financial debt	(3)	83,778	0
J. Debt Instruments
K. Trade and other non-current payables	(4)	18,713	424
L. Non-current financial indebtedness (I + J + K)		102,492	424
M. Net financial indebtedness (H+L)		110,228	-7

Notes:

(1) It includes i) the short-term portion of finance lease payables relating to network infrastructure investments and capitalised lease contracts in application of IFRS 16 for EUR 9 million (including the short-term portion of the Sa Illetta lease contract in application of IFRS 16 for EUR 1.9 million); (ii) other bank payables for EUR 2.1 million;

Tiscali S.p.A.

Headquarters Località Sa Illetta km 2.300, 09123 Cagliari, Italia Tel. +39 070 4601 1 Shareholders' Capital 185,513,965.37 fully paid-up VAT 02375280928 R.E.A. 191784 C.C.I.A.A. Cagliari tiscali.com

• (2) It includes the current portion of the Senior loan and other non-current bank loans;
• (3) It includes the following items: i) the long-term portion of the Senior Loan and other long-term bank loans, respectively for EUR 60.8 million and EUR 3.3 million, whose repayment terms were renegotiated as part of the signing of the Amendment Agreements on 22 July 2022; ii) the long-term portion of the financial lease payables related to the investments for the network infrastructure and capitalised lease contracts in accordance with IFRS 16 for EUR 19.2 million (including the long-term portion of the Sa Illetta lease contract in accordance with IFRS 16 for EUR 8.1 million;
• (4) It includes the long-term component of trade payables and payables for long-term tax bills in instalments of EUR 18.7 million.

OVERDUE DEBT POSITIONS OF THE TISCALI GROUP AS AT NOVEMBER 30, 2022

As at November 30, 2022, net overdue trade payables amounted to EUR 13.3 million, of which 3 million are overdue by more than 12 months (net of payment plans agreed with suppliers and net of credit amounts or claims against the same suppliers). As at November 30, 2022 there were no overdue financial debts reported.

There were overdue tax debts for approximately EUR 3.6 million, of which 3 million are overdue by more than 12 months. There were also overdue debts towards social security institutions amounting to EUR 0.1 million.

It should be noted that the Company's staff leaving indemnities at November 30, 2022 amounted to EUR 9.4 million.

POSSIBLE REACTIONS OF THE CREDITORS OF THE GROUP AS AT NOVEMBER 30, 2022

There have been no suspensions of relationships with suppliers capable of affecting the course of business.

As at November 30, 2022, the group received reminders for payment only within the ordinary course of business. As at that date, the total main injunctions for payment received, as a result of the definition of certain positions, amounted to EUR 2 million, of which the residual not paid off as still in negotiation, opposition or subject to an installment scheme amounted to EUR 0.3 million.

RELATIONSHIPS WITH TISCALI S.P.A. AND THE TISCALI GROUP RELATED PARTIES

The Tiscali Group holds relationships with related parties on terms deemed as customary in the respective reference markets, taking into account the characteristics of the goods and services provided.

The table below summarizes the income statement and balance sheet for the Tiscali Group as at November 30, 2022, arising from transactions with related parties.

INCOME STATEMENT (EUR 000) Notes	TISCALI GROUP November 30, 2022	Of which: Tiscali S.p.A. November 30, 2022
Monteverdi S.r.l. 1 Istella S.p.A. 2	(27) (21)	- -

CC&Soci S.r.l.	3	(86)	(85.7)
Open Campus S.r.l.	4	60	-
Cuccureddus S.r.l	5	2	-
Dolores Lai	6	(38)	-
Close Dr Soru family employees	7	(92)	-
Linkem S.p.A.	8	(21,965)	-
Project Group Italy S.r.l.	9	(385)	-
Sababa Securities S.p.A.	10	(14)	-
TOTAL		(22,564.3)	(85.7)
BALANCE SHEET			Of which:
(EUR 000)		TISCALI GROUP	Tiscali S.p.A.
		November 30, 2022	November 30, 2022
Monteverdi S.r.l.	1	(40)
Istella S.p.A.	2	535
CC&Soci S.r.l.	3	(2,647)	(2,647)
Open Campus S.r.l.	4	123
Cuccureddus S.r.l	5	7
Dolores Lai	6	(3)
Close Dr Soru family employees	7	(8)
Linkem S.p.A.	8	(17,370)
Project Group Italy S.r.l.	9	(2,981)
Sababa Securities S.p.A.
	10	(486)

• (1) Monteverdi S.r.l.: company participated by the Chairman and shareholder Renato Soru. The relationship concerned refers to a leasing contract for a space used for the storage of business documentation.
• (2) Istella: company partially owned by the Chairman and shareholder Renato Soru. The relationship concerned refers to supply, by Tiscali, of IT services (hosting of network equipment) from October 2018. In addition, since December 2019, Istella provides Tiscali with consulting services for software development and assistance for customer care automation.
• (3) CC&Soci: controlled by CC Holding Srl, it holds an 11.8% stake in Amsicora S.r.l. (a 3.15% shareholder of the Company as at November 30, 2022) and it has entered into a contract with Tiscali Spa in December 2020 for the provision of financial advisory services. Furthermore, in December 2021, an addendum to the aforementioned 2020 contract was signed, relating to the support and financial advisory activities inherent to the Merger Operation with Linkem Retail S.r.l.
• (4) Open Campus: a company 80% owned by Alice Soru, daughter of Chairman Renato Soru. Tiscali Italia has two contracts with Open Campus. Under the first contract, Tiscali Italia purchases brand promotion services from Open Campus, while under the second contract it offers Open Campus hospitality services at the Sa Illetta campus. The two contracts are not related.
• (5) Cuccureddus s.r.l: Tiscali Italia has an in force contract with this company for the provision of connectivity services at the location called Is Cuccureddus in the territory of Villasimius. The company's legal representative is Michelangelo Soru, son of Chairman Renato Soru.
• (6) Dolores Lai: Tiscali Italia has a consultancy agreement in place with lawyer Dolores Lai for legal advice on privacy issues. Lawyer Lai is the spouse of Chairman Renato Soru.
• (7) The costs and payables reported in this line relate to some close family members of Chairman Renato Soru, who are employees of Tiscali Italia.
• (8) Opnet S.p.A: Tiscali's main shareholder following the Merger by incorporation of Linkem Retail S.r.l. into Tiscali S.p.A, completed on August 1, 2022. Opnet S.p.A's shareholding in Tiscali was 58.6% at November 30, 2022. The

transactions in question refer to: (i) provision of FWA connectivity service and rental (sale) CPE by Linkem S.p.A, governed by the Service Agreement signed by Opnet S.pA .and Linkem Retail S.r.l. on July 15, 2022; (ii) financial and trade payables related respectively to the rental in SLB mode and to the sale of CPE being part of the Opnet retail branch merged in Tiscali Italia on August 1, 2022; (iii) other trade payables existing before the date of merger in Tiscali Italia.

• (9) Project Group Italy S.r.l.: company in which the CEO of Tiscali, Davide Rota, holds the position of Director. The report refers to the CPE installation service for the activation of consumer and business customers carried out by Project Group Italy S.r.l, whose contract is included in the Business Unit incorporated in Tiscali Italia on August 1, 2022.
• (10) Sababa Securities S.p.A.: company in which the CEO of Tiscali, Davide Rota, holds the position of Chairman. The report refers to security services provided by Sababa Securities S.p.A. to Tiscali Italia.

It shall be noted that the income statement and the balance sheet values reported in the table above do not include fees paid to Directors, Statutory Auditors and Top Managers tasked with strategic responsibilities.

STATEMENT OF THE EXECUTIVE IN CHARGE OF DRAWING UP THE COMPANY'S ACCOUNTING DOCUMENTS

I, the undersigned Fabio Bartoloni, Executive in charge of drawing up the Company's accounting documents of Tiscali S.p.A., certify that, pursuant to Art. 154-bis, paragraph 2, of the Legislative Decree No. 58/98 and subsequent amendments, that the accounting information contained in this press release is consistent with the official documents, books and accounting records.

Fabio Bartoloni

Executive in charge of drawing up the Company's accounting documents

_____________________________________________________

About Tiscali

Tiscali S.p.A. (Italian Stock Exchange. Milan: TIS), Smart Telco with the largest fibre coverage in Italy, provides its customers – individuals, businesses and Public Administration – a wide range of services: Internet access in Broadband and UltraBroadband fixed and fixed wireless, mobile phone services and value-added services (including security services, cloud and socialmedia). Tiscali is also one of the main Italian news portals, with more than 9 million visitors per month. Tiscali's website can be reached at www.tiscali.it.