Tessellis

Proxy Solicitation & Information Statement • Sep 29, 2015

Informazione Regolamentata n. 0260-64-2015		Data/Ora Ricezione 29 Settembre 2015 18:07:44	MTA
Societa'	:	TISCALI
Identificativo Informazione Regolamentata	:	63628
Nome utilizzatore	: TISCALIN01 - Nonnis
Tipologia	: AVVI 16
Data/Ora Ricezione	: 29 Settembre 2015 18:07:44
Data/Ora Inizio Diffusione presunta	:	29 Settembre 2015 18:22:45
Oggetto	: SUCCESSFULLY CLOSE OF PROXIES' SOLICITATION CAMPAIGN TO VOTE FOR THE EXTRAORDINARY SHAREHOLDERS' MEETING HELD ON SEPTEMBER 29, 2015
Testo del comunicato

SUCCESSFULLY CLOSE OF PROXIES' SOLICITATION CAMPAIGN TO VOTE FOR THE EXTRAORDINARY SHAREHOLDERS' MEETING HELD ON SEPTEMBER 29, 2015

SUCCESSFULLY CLOSE OF PROXIES' SOLICITATION CAMPAIGN TO VOTE FOR THE EXTRAORDINARY SHAREHOLDERS' MEETING HELD ON SEPTEMBER 29, 2015

Cagliari, 29 September 2015 - Tiscali, as promoter of the solicitation of proxies for the extraordinary shareholders' meeting held on 29 September 2015, pursuant to art. 137, paragraph 5 of Consob Regulation no. 11971/1999, informs that:

• has received no. 472 proxies valid, effective and provided with instructions to vote for a total of n. 156.746.063 shares, representing 8.42% of the share capital;
• has received further 103 formally invalid proxies for a total of 16.660.676 shares, equal to 0.895% of the share capital; and 92 proxies representing 15.649.606 shares, representing 0.841% of the share capital have not been admitted to voting for lack of communication of the intermediary;
• has not received any proxy valid, effective and provided with voting instructions without voting;
• have exercised in relation to the proposal contained in the solicitation statement published on 27 August 2015 on the basis of powers granted by delegating, the following expressions to vote:

Proposed resolution relative to the only item on the agenda (Approval of the proposed merger of Aria Italia S.p.A. in Tiscali S.p.A., including a proposal to authorize the Board of Directors pursuant to Art. 2443 co. 2 of the Civil Code., to increase the share capital by payment, in a or more tranches, by a maximum amount of 250,000,000 ordinary shares without par value, with exclusion of option rights, pursuant to art. 2441 co. 5 of the Civil Code., reserved for Bank Otkritie Financial Corporation (Public Joint-Stock Company). Related resolutions, delegation of powers):

• favorable vote for n. 156.746.063 shares, representing 8.42% of the total ordinary shares;
• contrary vote for n. 0 shares;
• abstained for n. 0.

As for the outcome of the voting on the only item on the agenda, the Extraordinary General Meeting approved the proposed resolution on the allocation to the Board of Directors the power to increase the share capital.

For more details regarding the resolution passed by the Extraordinary Meeting of Shareholders, see the press release issued by the company on September 29, 2015.

Investor Relations Gianluca Nonnis Ph. +39 070 4601207 - ir@tiscali.com

Ufficio Stampa Image Building Mara Baldessari – Simona Vecchies Tel: +39 02 89 01 13 00 – tlc@imagebuilding.it Tiscali S.p.A. Sa Illetta 09122 Cagliari Italy

www.tiscali.it

STATEMENT OF THE APPOINTED EXECUTIVE

I, the undersigned, Pasquale Lionetti, Executive in charge of drawing up Tiscali S.p.A's corporate accounting documents, hereby declare in pursuance of Article 154 bis, section 2 of Italian Legislative Decree No. 58/98, as amended, that the accounting disclosure contained in this press release is consistent with the documental results, the books and ledgers and the accounting records.

Pasquale Lionetti

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

_____________________________________________________

This press release contains certain forward-looking statements based on current expectations and projections in relation to future events. These forward-looking statements may be affected by known or unknown risks, uncertain events and the assumptions made. This press release also contains unaudited pro forma financial data. Tiscali does not undertake to publish updates or modify any forward-looking statements, either to provide new information or in response to future events or other circumstances. In light of the aforementioned risks, uncertainties and assumptions, the forward-looking statements contained in this press release may not come to fruition. Any statement relating to past performance or activities should not be considered a guarantee of future performance or of such activities continuing in the future.

Information on Tiscali

Tiscali S.p.A. (Borsa Italiana. Milan: TIS) is one of the leading alternative telecommunications companies in Italy. Tiscali provides its private and business customers with a vast range of services: internet access through dial-up, ADSL and Fiber Optic technology, as well as voice, VoIP, media, and added-value services and other technologically advanced products.

As at 30 June 2015 Tiscali reported around 574.8 active customers, of which 457.2 thousand were ADSL customers and over 107 thousand are mobile customers.

The Tiscali website may be accessed at www.tiscali.it

Investor Relations Gianluca Nonnis Ph. +39 070 4601207 - ir@tiscali.com

Ufficio Stampa Image Building Mara Baldessari – Simona Vecchies Tel: 02 89 01 13 00 – tlc@imagebuilding.it 2

Tiscali S.p.A. Sa Illetta 09122 Cagliari Italy

www.tiscali.it