Terms and Conditions WARRANTS TISCALI S.P.A The extraordinary shareholders meeting of the Issuer on 30 June 2009, resolved, inter alia:

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1 Terms and Conditions WARRANTS TISCALI S.P.A Premises The extraordinary shareholders meeting of the Issuer on 30 June 2009, resolved, inter alia: (a) (b) (c) to increase the Issuer s share capital, in one or more instalments (scindibile) and for consideration for up to a maximum of Euro 190,000,000 by issuance of ordinary shares without par value and with regular dividend rights (godimento regolare), subject to preemptive right of all shareholders, in proportion to the number of shares held, pursuant to Article 2441, paragraph 1, of the Italian civil code, at a price of Euro 0.1 per Share; an additional increase of the Issuer s share capital, in one or more instalments (scindibile) and for consideration up to the 5% of the number of shares subscribed in execution of the share capital increase referred to in paragraph (a) above by issuance, in one or more time, of Conversion Shares to be reserved for the conversion of the Warrant Tiscali granted without consideration to the subscribers of the capital increase referred to above in the ratio of 1 warrant for each new share subscribed; to delegate the board of directors of Tiscali to execute, also through attorneys and in the limits set forth by the law, the resolutions referred to above, including, inter alia, the power to amend the warrant s terms and conditions also in the light of any request duly made by any Authority duly empowered. These Terms and Conditions reflect the amalgamation of the n. 616,545,485 Tiscali ordinary shares into n. 61,654,548 Shares in the ratio of 1 (one) Share for 10 (ten) Tiscali ordinary shares without par value, executed on 14 September 2009 on the basis of the resolution of the extraordinary shareholders meeting of the Issuer held on 30 June 2009 and the Board resolution dated 28 August On the basis of the powers granted by the extraordinary shareholders meeting of the Issuer on 30 June 2009, on 21 September 2009 the Board of Directors resolved to increase the share capital pursuant to the resolution under a) above up to Euro 180 million. 1. Definitions As used in these Terms and Conditions, the following terms with capital letter shall have the meanings set forth below: Borsa Italiana means Borsa Italiana S.p.A., with registered office at Piazza degli Affari n.6, Milan, Italy. Business Day means a day on which the MTA is open for trading pursuant to the trading calendar of Borsa Italiana.

2 Clause is a clause of these Terms and Conditions. Consob means Commissione Nazionale per le Società e la Borsa. Conversion Shares means up to no. 95,000,000 Shares, to be issued upon exercise of the Warrants, subject to adjustments as per Clause 5, with regular dividend rights (godimento regolare), ranking pari passu with and having the same rights of the Shares traded on the MTA and therefore having the same coupon of such Shares. Dividend means any dividend or distribution whether of cash, assets or other property, however made (and excluding the allotment of treasury shares and an issue of Shares or shares of a different class credited as fully paid up by way of capitalisation of profits or reserves). Dividend Limit means the 4% of the average of the official prices of the Shares registered on the MTA in the 5 Business Days preceding the date in which the competent corporate body of the Issuer resolved upon the distribution of an interim dividend or the date in which the competent corporate body of the Issuer approved the scheme of the yearly financial statements and the proposal for the distribution of a dividend. Exercise Period means the period starting on the first Business Day of the first month following the date of issuance of the Warrants and ending on 15 December Exercise Price means the subscription price of the Conversion Shares, equal to Euro 0.8 for 20 Warrants exercised, subject to adjustments as per Clause 5. Exercise Ratio has the meaning given to that term in Clause 3.1. Final Exercise Date means the last day of the Exercise Period. Intermediary means a person indicated in Article 12 of the joint regulations issued by the Bank of Italy and Consob on 22 February 2008 and relating to the Rules governing central depositories, settlement services, guarantee systems and related management companies, admitted to the settlement and clearance system managed by Monte Titoli. Issuer means Tiscali S.p.A., with registered office at Cagliari, Loc. Sa Illetta, SS 195 Km 2.3, Italy, share capital Euro 156,071,496.25, registered with the Registro delle Imprese of Cagliari, registration number and tax-payer s code Monte Titoli means Monte Titoli S.p.A., with registered office at Via Mantegna 6, Milan, Italy, in its capacity of central securities depositary, or any successor in this function. MTA means the Mercato Telematico Azionario organised and managed by Borsa Italiana. Rights Issue means the increase of the share capital of the Issuer referred to in Clause 2.1. Shares means the ordinary shares of the Issuer without par value, traded on the MTA (ISIN IT , coupon n.1). Terms and Conditions means these terms and conditions.

3 Warrants means the up to no. 1,800,000,000 Warrants Tiscali , granting the right to subscribe for Conversion Shares at the Exercise Ratio as set out in these Terms and Conditions. Warrant Holder means each owner of the Warrants. 2. Issuance of the Warrants 2.1 The Warrants will be issued by virtue of the Issuer s resolutions as per Premises. 2.2 The Warrants will be included in the depositary system operated by Monte Titoli in the form of dematerialised securities pursuant to Legislative Decree no. 213 of 24 June Upon issuance, the Warrants will be detached from the Shares together with which they have been issued and will be freely transferable by way of book entries on the accounts registered with Monte Titoli. 3. Exercise of the Warrants 3.1 The Warrant Holders have the right at any time during the Exercise Period (but subject to Clause 4) to subscribe 1 Conversion Share for 20 Warrants presented for exercise (the Exercise Ratio ), at the Exercise Price. 3.2 Each request to exercise the Warrants must be presented through the Intermediary where the Warrants are deposited against payment in full of the Exercise Price and in accordance with the applicable law and regulations without additional costs and expenses for the requiring subject. 3.3 The exercise of the Warrants will take effect within (i) the tenth Business Day following the 15 th calendar day of each month with respect to requests of exercise presented within the 15 th calendar day of each month (included); and (ii) the tenth Business Day of the month following with respect to requests of exercise presented from the 16 th calendar day to the end of each month (included).within such date, the Issuer will issue the Conversion Shares and will make them available to the relevant Warrant Holder through Monte Titoli. 3.4 At the time of presentation of a request to exercise Warrants, the Warrant Holder shall (in addition to providing the necessary and customary information) (a) acknowledge that the Conversion Shares are not registered under the 1933 Securities Act (as amended) in force in the United States of America and (b) represent that it is not a U.S. Person as such term is defined under Regulation S in the United States of America. No Conversion Share may be delivered to a Warrant Holder unless that Warrant Holder satisfies the conditions set out in paragraphs (a) and (b) of this Clause Any Warrant in relation to which a request of exercise is not presented on or before the Final Exercise Date shall become null and void. 4. Suspension of the Exercise Period The exercise of the Warrants is suspended:

4 (a) (b) from the day following the day on which the board of directors of the Issuer convenes a shareholders meeting (included) (the BoD Date ) to the day on which the shareholders meeting is held, including following calls (included) (the Meeting Date ); and if the board of directors of the Issuer resolves to propose the distribution of a Dividend, from the day following the day on which the board of directors has adopted such resolution (included) (the Starting Date ) to the day preceding the day of the detachment of the Dividend (included) (the Detachment Date ). Any requests to exercise the Warrants submitted prior to the BoD Date or the Starting Date will take effect by the Meeting Date or the Detachment Date and in any case timely in order to consent to attend the meeting or receive the Dividend. 5. Adjustments to the Exercise Price and the Conversion Shares - Other Rights of Warrant Holders 5.1 If on or within the tenth Business Day following the Final Exercise Date the Issuer makes: (a) a capital increase with pre-emption rights for consideration by issuing new Shares or shares of a different class (including shares reserved for the exercise of warrants or options) or bonds convertible (whether directly or indirectly) into Shares or shares of a different class or any transaction which results in the detachment of a tradable right, the Exercise Price shall be reduced by an amount (rounded off to the thousandth of Euro) equal to: (Pcum Pex) where: Pcum is the simple arithmetic average of the last five official cum rights prices (relating to the relevant right) of the Shares on the MTA; and Pex is the simple arithmetic average of the first five official ex rights prices (relating to the relevant right) of the Shares on the MTA; (b) (c) a distribution of a Dividend in cash exceeding the Dividend Limit, the Exercise Price shall be reduced by an amount rounded to the third decimal, equal to the difference between the dividend in cash paid and the Dividend Limit; a free capital increase with the issue of new Shares or shares of a different class, the Exercise Ratio and the Exercise Price shall not be affected. However, when Warrants are exercised, as many Shares or shares of a different class will be allocated to the Warrant Holder free of charge as they would have been allocated to the Shares subscribed by exercising the Warrants before the free capital increase took place;

5 (d) (e) the amalgamation or split of the Shares, the Exercise Ratio shall be modified in accordance with the ratio according to which the amalgamation (or the split) is executed but the Exercise Price will remain unchanged; a merger/demerger where the Issuer is not the incorporating/beneficiary entity, the Exercise Ratio shall be amended on the basis of the relevant exchange ratio. 5.2 In the event that a transaction different from those listed above and producing similar consequences is carried out within the tenth Business Day following the Final Exercise Date, the number of Conversion Shares that can be subscribed for each Warrant and /or the subscription price can be adjusted on the basis of criteria generally applied. 5.3 As soon as possible and determined, the Issuer shall give notice to the market through a press release of (i) the new Exercise Price and/or Exercise Ratio, (ii) the criteria applied in adjusting the Exercise Price and/or the Exercise Ratio and (iii) the effective date of the adjustment. 5.4 If, as a result of the provisions of this Clause 5, when Warrants are exercised, the number of Conversion Shares to which a Warrant Holder is entitled to subscribe is not a whole number, that Warrant Holder shall be entitled to subscribe Conversion Shares corresponding to a whole number, rounded down by default (it being understood that such number shall no be less than 1), and may not claim any right to the fractional amount. 5.5 The adjustments made in compliance with the provisions of this Clause 5 become effective pursuant to the MTA regulations or, if not applicable, pursuant to the Italian Civil Code. 6. Notices Unless otherwise provided for by applicable law or regulations, all notices issued by the Issuer to the Warrant Holders shall be published in at least one national newspaper and on the Issuer s web site and through the facilities of Monte Titoli. 7. Admission to trading Application will be filed by the Issuer for the admission of the Warrant to trading on the MTA organised and managed by Borsa Italiana. 8. Miscellaneous 8.1 The holding of the Warrants results in and evidences full and unconditional acceptance of these Terms and Conditions. 8.2 These Terms and Conditions are in Italian and in English. In the event of any discrepancy between the two versions, the Italian version shall prevail. 9. Applicable law and jurisdiction 9.1 The Warrants and these Terms and Conditions are governed by Italian law.

6 9.2 Unless otherwise provided by mandatory provisions of law, the Courts of Cagliari have exclusive jurisdiction to settle any dispute between the Issuer and a Warrant Holder arising out of or in connection with the Warrants or these Terms and Conditions.

RULES FOR THE MARKET WARRANT AQUAFIL S.P.A. WARRANTS

This is a translation provided only for your convenience. Only the Italian text has legal value. RULES FOR THE MARKET WARRANT AQUAFIL S.P.A. WARRANTS 1. DEFINITIONS 1.1 In these Rules, the following terms