PRESS RELEASE

Tessellis S.p.A.: The Board of Directors approves the annual financial report for the year ending

December 31st, 2022

Consolidated results for the fiscal year 2022

  • Pro-formaadj revenues of approximately 261 mm Euro (approx. 100 mm Euro accounting);
  • Pro-formaadj EBITDA of approximately 50 mm Euro (approx. 11 mm Euro accounting);
  • Pro-formaadj negative net income of approximately 63 mm Euro (approx. 35 mm Euro accounting);
  • Net financial debt of €97.7 mm;
  • Active customer base 1,105 thousand;
  • 2 acquisitions and new business agreements;
  • Partial execution by the Board of Directors of the proxy to increase capital.

Cagliari, May 11, 2023

The Board of Directors of Tessellis S.p.A. ("Tessllis" or the "Company") held today has approved the Consolidated Financial Statements, the draft of the Financial Statements of Tessellis S.p.A. and the Sustainability Report as of December 31, 2022.

"2022 was a particularly significant year for us following the merger of Linkem Retail S.r.l., the commercial arm of the Linkem Group (now OpNet), into Tiscali S.p.A., which was finalized on August 1, 2022. The purpose of the merger was to integrate the two companies into a single corporate and commercial entity in order to create synergies, consolidate and strengthen the market position. We have an ambitious plan and are working to put all the pieces together to create a strong company. The data are encouraging in terms of value creation and decreased financial debt since the effective date of the merger. An important part of the merger is people and building a new corporate culture that gives each resource the opportunity to develop their skills, consistent with the needs of the business, including to better serve our customers. The new name we have given to the merged Group, Tessellis, which means mosaic in Latin, represents well our values of inclusion and enhancement of diversity and our desire to harmoniously unite the pieces of the Group's various souls. We are proud to present to you the first results of this new Group" said Davide Rota, CEO of Tessellis S.p.A.

TESSELLIS

Headquarters: Sa Illetta km 2,300, 09123 Cagliari, Italy Tel. +39 070 4601 1 Share Capital 187,513,965.37 i.v. VA 02375280928 R.E.A. 191784 C.I.A. Cagliari

tessellis.it

Tessellis is the new industrial Group born in August 2022 from the merger of Linkem Retail and Tiscali S.p.A. The Tessellis Group is a Digital Company with one of the widest Fiber coverage available in Italy. The Group's largest operating company is Tiscali Italia, a national operator among the first in the ultrabroadband segment in the most innovative and promising technologies: FWA 5G (Fixed Wireless Access) and FTTH (Fiber To The Home).

The Group's three main areas of activity are:

  • Telco: fixed services - in Ultrabroadband fixed and fixed wireles mode - and mobile, to residential and business customers,
  • Media&Tech: media activities through the portal tessellis.it and sale of spaces through the concessionaire Veesible,
  • Innovation services for B2B and Public Administration: vertical platforms and services - smart city services for households, businesses and public administrations.

During 2022, since the completion of the merger, the Group has signed agreements with major wholesale operators, expanded its coverage in the different Ultrabroadband technologies (strengthening its positioning and offering the best connection technology available, anytime and anywhere, at an equal price for all without distinction of geographic areas).

The new Tessellis Group has begun to contribute actively to the country's democratic digitization processes through a path to accompany Italian schools toward digital transition, proposing solutions for new learning environments dedicated to primary and secondary schools. Tessellis, among other initiatives, has also initiated a series of collaborations with Italian municipalities for technology transfer in smart cities and the digital transition of local public administration.

During 2022, Tessellis focused on the development of the fiber market, whose coverage in the country is constantly expanding, and the mobile market.

Thanks to the Merger, Tessellis has expanded its coverage in the fastest growing Ultrabroadband technologies reinforcing its positioning of being able to offer everyone the best technology connection available, anytime and anywhere. Following the Merger, Tiscali's coverage is positioned as the third largest operator in the fixed market and first in the ultrabroadband access segment in FWA+FTTH technologies - the most innovative and promising - with an overall market share of 12.6% (Source: AGCOM, December 2022), strategically positioned to take full advantage of the potential of FTTH and FWA 5G technologies.

The following are the main consolidated economic and financial data for FY2022:

Summary of the Consolidated financial statements

Tessellis

Tessellis

Tessellis Group,

Group,Pro-

Group,

Pro-Forma Data

Income statement

Forma Data

Accounting

2022 Adjusted

2022** (not

Data 2022*

*** (not audited)

audited)

(EUR mln)

Revenue

100,1

243,9

260,9

Other income

2,4

17,8

17,8

Adjusted Gross Operating Result (EBITDA)

10,7

32,4

49,4

Operating Result (EBIT)

(30,4)

(68,7)

(51,7)

Net Result

(34,7)

(79,8)

(62,8)

  1. The consolidated financial statements as of December 31, 2022 include the financial and economic results from the date of first consolidation, i.e. August 1, 2022.
    (**) The Pro-Forma Data 2022 column includes pro-forma data ("Pro-Forma Data 2022"), starting from the data of the consolidated financial statements as of December 31, 2022, include some effects aimed at presenting the results for the year 2022 as if the merger between Linkem Retail S.r.l. and Tessellis S.p.A. (formerly Tiscali S.p.A.) had occurred, as far as the economic effects are concerned, effective as of January 1, 2022. Please refer to the sub-section"Pro-Forma Data 2022" contained in Section 4.6 "Analysis of the Group's Economic, Financial and Equity Position" for further guidance on the criteria used to form the data presented.
    (***) The column Adjusted Pro-Forma Data 2022 includes the adjusted data that, starting from the Pro-Forma Data 2022, eliminates the effects on the economic results of the allocations made when allocating the price of the merger transaction between Linkem Retail S.r.l. and Tessellis S.p.A.. Please refer to the sub-section "Adjusted Pro-Forma 2022 Data" contained in Section 4.6 "Analysis of the Group's Economic, Financial and Equity Position" for further guidance on the criteria used to form the data presented

Statement of financial position

31 december 2022

(EUR mln)

Total assets

344,7

Net Financial Debt

97,7

Net Financial Debt as per Consob

121,0

Shareholders' equity

68,0

Investments

23,2

Operating figures

31 december 2022

(thousands)

Total number of Clients

1.105

Broadband Fixed

298

Broadband Wireless

521

Mobile

285

Analysis of REVENUES

In the last 5 months of 2022, the Group had revenues of 100.1 million euros, the revenues of the Group's adjusted Pro-Forma 2022 Data as of December 31, 2022 are 243.9 million euros. Considering the Adjusted Pro-Forma 2022 Data, which benefit from the sale of 300,000 IP addresses that took place in 2022 for an amount before directly attributable costs of €17 million, the total 2022 revenues would have been €260.9 million.

Tessellis

Pro-Forma

Group,

Pro-Forma

Profit and Loss Statement of the Group

Data 2022

Accounting

Data 2022

Adjusted

Data 2022

(EUR mln)

Revenue

100,1

243,9

260,9

Access Broadband revenues

85,2

212,1

212,1

of which fixed Broadband

35,8

89,5

89,5

of which Broadband FWA

49,5

122,5

122,5

Revenues from MVNO

7,7

17,6

17,6

Business service revenues and Wholesale

4,8

9,1

26,1

of which Business service

4,4

8,5

8,5

of which Wholesale

0,4

0,6

0,6

Media and value-added service revenues

0,6

1,4

1,4

Other revenues

1,8

3,6

3,6

Gross operating margin

34,7

80,8

97,8

Indirect operating costs

23,9

58,6

58,6

Marketing and sales

4,9

11,0

11,0

Personnel costs

14,9

35,0

35,0

Other indirect costs

4,1

12,7

12,7

Other (income) / expenses

(2,1)

(15,7)

(15,7)

Write-down of receivables

2,1

5,5

5,5

Gross Operating Result (EBITDA)

10,7

32,4

49,4

Restructuring costs and other provisions

0,1

0,6

0,6

Depreciations & amortizations

41,1

100,5

100,5

Operating result (EBIT)

(30,4)

(68,7)

(51,7)

Net Result pertaining to the Group

(34,7)

(79,8)

(62,8)

Shareholders' equity

Consolidated shareholders' equity is positive 68 million euros as of December 31, 2022, and represents 19.7% of total liabilities including shareholders' equity.

Financial situation of the Group

As of December 31, 2022, the Tessellis Group had cash and cash equivalents of 8.3 million euros, The Amending Agreements of the Senior loan, signed on July 22, 2022, defined an extension of the debt repayment schedule and a rescheduling of payments

Net Financial Position

Note

31 December 2022

(EUR mln)

A. Cash and bank deposits

8,3

B. Cash equivalents

C. Securities held for trading

D. Cash and cash equivalents (A) + (B) + (C)

E. Current financial receivables

  1. Non-currentfinancial receivables
  2. Current bank payables
  3. Current portion of bonds issued
  4. Current part of long-term loans
  5. Other current financial payables
  6. Current financial indebtedness (G) + (H) + (I) + (J)
  7. Net current financial indebtedness (K)-(D)-(E)-(F)
  8. Non-currentbank loans
  9. Bonds issued
  10. Other non-current financial payables
  11. Non-currentfinancial indebtedness (M)+(N)+(O)
  12. Net financial indebtedness (L)+(P)

8,3

0,8

3,6

(1)

0,0

(2)

7,6

(3)

8,4

19,7

10,6

(4)

64,7

(5)

22,3

87,0

97,7

Significant events occurring after December 31, 2022

Change of corporate name from Tiscali S.p.A. to "Tessellis S.p.A."

The Shareholders' Meeting of Tessellis S.p.A. held on January 10 approved the change of company name from Tiscali S.p.A. to "Tessellis S.p.A."

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Tessellis S.p.A. published this content on 15 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 May 2023 12:24:04 UTC.