BUCHAREST, Romania, 9-Dec-2024 — /EuropaWire/ — Digi Communications N.V. (DIGI), a leading European telecommunications provider listed on the Bucharest Stock Exchange, has announced two significant financing agreements to enhance its operational capacity and expand its telecommunications infrastructure across multiple European markets.
Digi Romania, a subsidiary of DIGI, along with the parent company and Digi Spain Telecom, acted as guarantors in these agreements. The first is a Syndication and Amendment Agreement to the original Facility Agreement with ING Bank N.V., increasing the commitment from €150 million to €220 million with a five-year maturity period. This agreement also introduces a group of new lenders, including Banca Transilvania, BRD – Groupe Société Générale, Citibank Europe, ING Bank Amsterdam – Bucharest Branch, Banca Comerciala Intesa Sanpaolo Romania, Raiffeisen Bank, and UniCredit Bank.
The second agreement is an Export Credit Facility worth €61.9 million, arranged with ING Bank N.V., to finance the purchase of goods and services essential for developing Digi’s telecommunications networks in Romania, Spain, Portugal, and Belgium.
These agreements underscore DIGI’s strategic commitment to strengthening its market presence and investing in cutting-edge infrastructure.
About Digi Communications N.V.
We are a European leader in geographically-focused telecommunication solutions, based on the number of revenue generating units (“RGUs”) and a leading provider of telecommunication services in Romania and Spain, with a presence also in Italy, Portugal and Belgium.
BUCHAREST, Romania, 15-Nov-2024 — /EuropaWire/ — Digi Communications N.V., a prominent European telecommunications provider listed on the Bucharest Stock Exchange, has announced the release of its Q3 2024 financial results. The report highlights strong growth, with consolidated revenues of €1.414 billion in the first nine months of 2024, a 13% increase compared to the same period in 2023. Adjusted EBITDA, excluding the impact of IFRS 16, rose by 18.4% year-on-year to €435.4 million, driven by the expansion of the customer base across multiple markets.
In Q3 2024 alone, the company achieved revenues of €492.5 million, a 13.6% year-on-year increase. The quarter’s adjusted EBITDA reached €150.8 million, reflecting a 16.6% growth compared to Q3 2023. The total number of revenue-generating units (RGUs) surpassed 26 million by the end of September 2024, marking a 13.5% year-on-year increase across Romania, Spain, and Italy.
Romania remains a cornerstone of Digi’s operations, with RGUs growing by 7.4% year-on-year to 17.9 million, led by mobile services, which grew by 13.7% to 6.4 million RGUs. In Spain, the company recorded a 30% increase in RGUs, reaching 7.9 million, with broadband services showing a remarkable 45.7% growth. Italy also saw positive momentum, with mobile RGUs growing by 16.1% year-on-year.
The company expanded its footprint in Portugal with the launch of commercial operations in November 2024, offering a full suite of telecommunication services, including fiber broadband, mobile voice and data, television, and fixed telephony. Digi’s modern infrastructure in Portugal already covers 93% of the population, with plans for continued network expansion. Additionally, Digi announced plans to introduce services in Belgium.
Serghei Bulgac, CEO of Digi Communications, highlighted the company’s achievements, stating, “2024 is proving transformative for Digi Communications, driven by strategic growth in established markets and successful expansion into new territories like Portugal. Our focus on organic growth and strategic acquisitions has solidified our position as a leader in delivering innovative and affordable telecom solutions across Europe.”
This performance underscores Digi Communications’ strategy to combine customer-focused service expansion with advanced infrastructure development, positioning it as a key player in the European telecommunications sector. For more information, visit the company’s website or contact investor relations at investor.relations@digi-communications.ro.
BUCHAREST, Romania, 7-Nov-2024 — /EuropaWire/ — Digi Communications N.V. (“Digi”) will host a conference call on November 14, 2024, at 14:00 UK time / 16:00 EEST (Romanian local time) to discuss its Q3 2024 financial results. The company plans to release its unaudited financial results earlier that day at 08:00 EEST.
The conference call, held in English, will be led by Digi’s CEO, Serghei Bulgac, and CFO, Dan Ionita. Interested stakeholders are encouraged to pre-register for the call by visiting Digi’s investor relations page at the link below. Pre-registration will remain open until 12:00 UK time / 14:00 EEST on November 14.
About Digi Communications N.V.
Digi is a prominent European telecommunications provider, specializing in geographically-focused solutions with a strong presence in Romania and Spain, and expanding services in Italy, Portugal, and Belgium.
BUCHAREST, Romania, 31-Oct-2024 — /EuropaWire/ — Digi Communications N.V. (“DIGI”), a prominent European telecommunications company listed on the Bucharest Stock Exchange, has announced a new development in its acquisition plans following Adrian Tomșa’s decision to withdraw from the initial transaction. On October 30, 2024, DIGI Romania S.A. (“DIGI”) entered into a memorandum of understanding (MoU) with Hellenic Telecommunications Organization S.A. (“OTE”) and Vodafone Romania S.A. (“VF”) regarding OTE’s divestment of Telekom Romania Mobile Communications S.A. (“TKRM”).
Under the terms outlined in the MoU, DIGI is set to acquire specific assets from TKRM, while Vodafone will indirectly acquire OTE’s shares in TKRM. This transaction remains contingent on several key steps, including a thorough due diligence process, obtaining required regulatory approvals, and the signing of final transaction documentation.
About Digi Communications N.V. Digi Communications is a leading telecommunications provider in Europe, particularly strong in Romania and Spain, with additional operations in Italy, Portugal, and Belgium. The company is recognized for its focus on geographically-specific telecommunication solutions and its substantial base of revenue-generating units.
BUCHAREST, Romania, 25-Oct-2024 — /EuropaWire/ — Digi Communications N.V. (DIGI), a prominent European telecommunications provider listed on the Bucharest Stock Exchange, has announced the successful completion of its acquisition of Cabonitel S.A. through its subsidiary, DIGI Portugal LDA. This transaction with LORCA JVCO Limited, resulting in DIGI’s full ownership of Cabonitel, follows the recent regulatory approval granted by competition authorities, with more details accessible in the official announcement published on Bursa de Valori Bucuresti (BVB).
About Digi Communications N.V.
Digi Communications N.V. is a leader in geographically targeted telecommunication services, with significant operations in Romania and Spain and an expanding presence in Italy, Portugal, and Belgium. The company’s focus on delivering a range of advanced telecommunications solutions has positioned it among Europe’s top providers based on revenue-generating units (RGUs).
BUCHAREST, Romania, 24-Oct-2024 — /EuropaWire/ — Digi Communications N.V. (“DIGI”), one of the leading European telecommunications companies, listed on the Bucharest Stock Exchange, would like to inform the market that the Portuguese Competition Authority has granted clearance on 23 October 2024 for the share purchase agreement concluded by DIGI Portugal, LDA. (“DIGI Portugal”) and LORCA JVCO Limited for the acquisition of 100% of the shares issued by Cabonitel, S.A (the “Transaction”), completing the pending condition precedent for the closing of the Transaction. The Company announced the Transaction on 2 August 2024 (the report from 2 August 2024 can be accessed here).
About Digi Communications N.V.
We are a European leader in geographically-focused telecommunication solutions, based on the number of revenue generating units (“RGUs”) and a leading provider of telecommunication services in Romania and Spain, with a presence also in Italy, Portugal and Belgium.
NEW YORK, 2024-Oct-1 — /EPR Network/ — Renowned investment manager Chetan Kapur, founder of ThinkStrategy Capital Management, has long been recognized for delivering top-tier returns to investors for over a decade, particularly before and during the Great Recession. However, Kapur now faces what he describes as an unjust campaign by certain individuals within the Securities and Exchange Commission (SEC). According to Kapur, despite going to great lengths to protect investors during the financial crisis — including depleting his firm’s resources for their benefit — he has been subjected to harassment and unfounded accusations by corrupt elements within the SEC.
Kapur claims that ThinkStrategy Capital Management provided exceptional returns to investors for years and even outperformed the market during the downturn. As a result of the financial crisis, ThinkStrategy’s leveraged TS Multi-Strategy Fund was forced into liquidation. Despite this, Kapur asserts that the firm worked tirelessly without compensation to mitigate losses and ensure the best outcomes for investors. He sacrificed personal claims to further shield investors from additional harm.
The SEC’s actions against Kapur, he contends, are based on false and defamatory claims, which have led to a prolonged legal battle. Kapur accuses the SEC of colluding with a dissatisfied investor, Benjamin Schwarz, who sought preferential treatment during the liquidation process. The accusations against him, Kapur argues, were fabricated and part of an unjust attempt to extort him and his family. Though the charges brought by New York prosecutors were ultimately dropped, Kapur continues to fight a campaign of defamation and wrongful persecution.
Kapur’s ordeal, he insists, is a result of deep-seated corruption and abuse of power within the SEC, driven by personal and racial biases. Despite the legal challenges, Kapur’s supporters, including independent third parties, maintain his innocence and commend his integrity and dedication to his investors throughout the financial crisis.
The case, according to Kapur, highlights the urgent need for anti-corruption authorities to investigate the SEC’s internal misconduct and ensure justice is served. Kapur and ThinkStrategy Capital Management continue to stand by their track record of integrity and investor protection, even in the face of significant adversity.
VANCOUVER, Canadá, 30-Sep-2024 — /EuropaWire/ — Astor Asset Management 3 Ltd informa que Ricardo Benjamín Salinas Pliego, presidente de Grupo Elektra, S.A.B. de C.V., enfrenta nuevas acusaciones por transferir activos fuera de Estados Unidos para evadir el pago de una sentencia de 20 millones de dólares derivada de una disputa contractual con AT&T.
La sentencia fue emitida el 29 de noviembre de 2023 por un tribunal estadounidense contra Grupo Salinas Telecom, S.A. de C.V. y Grupo Salinas Telecom II, S.A. de C.V., empresas vinculadas a Salinas Pliego. Documentos judiciales revelan que Grupo Salinas Telecom realizó transferencias rápidas de activos fuera de Estados Unidos solo tres días después de la sentencia.
Según los informes, 10,25 millones de dólares en acciones de Grupo Elektra fueron transferidos desde una correduría en EE.UU. a Banco Azteca en México. Además, se enviaron 5,65 millones de dólares a una entidad canadiense, Security International Investments, Inc., que supuestamente está vinculada a Salinas Pliego. También se han documentado otras transferencias y liquidaciones de activos que superan los 10 millones de dólares.
Por “razones estratégicas”, Salinas Pliego decidió no contar con representación legal en este caso, lo que ha sido interpretado como un intento de evitar el pago de la sentencia judicial. Esta acción, junto con el historial de las empresas de Salinas Pliego de alegar dificultades financieras para no pagar a sus acreedores, plantea serias preocupaciones sobre la transparencia y gobernanza en Grupo Elektra.
Salinas Pliego tiene un historial extenso de conductas financieras controvertidas, que incluyen acusaciones de fraude de valores, disputas por impuestos no pagados y deudas con acreedores. Sus recientes movimientos, incluidos los rápidos traslados de activos fuera de la jurisdicción estadounidense, han atraído un mayor escrutinio por parte de reguladores financieros y acreedores.
Astor Asset Management 3 Ltd también está involucrada en litigios con Salinas Pliego en el Reino Unido por el incumplimiento de un préstamo de 110 millones de dólares.
A medida que los mercados exigen cada vez más transparencia y responsabilidad, la gestión de estos asuntos legales y financieros por parte de Salinas Pliego será vigilada de cerca por inversores y reguladores.
BUCHAREST, Romania, 30-Sep-2024 — /EuropaWire/ — Digi Communications N.V. (“DIGI”), a major European telecommunications company listed on the Bucharest Stock Exchange, has successfully completed the full redemption of its €450 million Senior Secured Notes. The redemption was finalized on 27 September 2024, following an earlier announcement made on 16 September 2024, which outlined the company’s intention and fulfillment of the necessary financial conditions. The notes, carrying a 2.5% interest rate and originally set to mature in 2025, were fully redeemed by Digi Romania S.A., the company’s Romanian subsidiary.
About Digi Communications N.V.
Digi Communications N.V. is a leading European telecommunications provider, with a significant presence in Romania and Spain, and operations in Italy, Portugal, and Belgium. The company is a top player in delivering telecommunication services, offering innovative solutions across its targeted geographic markets.
BUCHAREST, Romania, 16-Sep-2024 — /EuropaWire/ — Digi Communications N.V., a prominent European telecommunications provider, has announced that its Romanian subsidiary, Digi Romania S.A., will redeem the entirety of its outstanding €450 million 2.50% Senior Secured Notes, set to mature in 2025. The full redemption, scheduled for September 27, 2024, will involve paying noteholders the principal amount along with accrued interest up to the redemption date. This move marks an important financial milestone for Digi Communications as it continues to strengthen its financial position.
The company has outlined that noteholders must be recorded by September 26, 2024, to be eligible for the redemption payout. Citibank N.A., London Branch, will act as the Paying Agent to facilitate the process, with interest on the Notes ceasing to accrue after the redemption date unless the issuer defaults on the payment. Digi Communications has already fulfilled the financing conditions required for this redemption, ensuring a smooth process for all stakeholders.
Digi Communications, a major player in the telecom industry, offers services primarily in Romania and Spain, with expanding operations across Italy, Portugal, and Belgium. This latest financial development underscores the company’s robust growth and operational stability in the European telecom sector.
BUCHAREST, Romania, 6-Sep-2024 — /EuropaWire/ — Digi Communications N.V. (“DIGI”), a prominent European telecommunications provider, today announced the successful completion of the first phase of its Fibre-to-the-Home (FTTH) network sale in Spain. This milestone marks a significant step in the transaction between Digi Spain Telecom S.L.U. and Sota Investments Spain OpCo, S.L.U., a consortium led by Macquarie Capital, abrdn, and Arjun Infrastructure Partners.
The transaction, initiated with an asset purchase agreement signed on April 4, 2024, involves the sale of an extensive FTTH network across 12 Spanish provinces. The initial delivery encompasses 4,412,500 homes passed, with the full network development expected to extend over the next three years, eventually covering an additional 1,587,500 homes.
In addition to the network sale, Digi Spain and Sota Investments Spain OpCo, S.L.U. have finalized a long-term wholesale bitstream services agreement. Under this arrangement, Sota Investments will offer Digi Spain wholesale access bitstream services for an initial term of 25 years. Simultaneously, Digi Spain will provide operation and maintenance services, along with other technical support for the network over the same period.
This strategic move aligns with Digi Communications’ commitment to expanding its telecommunications infrastructure and enhancing service delivery across Europe.
BUCHAREST, Romania, 14-Aug-2024 — /EuropaWire/ — Digi Communications N.V. has released its financial results for the first half of 2024, revealing a robust performance across its key markets. The company achieved consolidated revenues of €921.3 million, marking a 13% increase compared to the same period last year. Adjusted EBITDA, excluding the impact of IFRS 16, also saw a significant rise, reaching €284.6 million, a 19.3% improvement year-on-year.
The company’s growth was driven by a substantial increase in revenue-generating units (RGUs), surpassing the 25 million mark for the first time—a 14% year-on-year increase. This growth was particularly pronounced in Spain, where the mobile segment grew by 23.2% and broadband services surged by 50.6%.
Digi’s operations in Romania, Spain, and Italy continued to expand, with notable increases in mobile, fixed internet, and Pay-TV services. In Romania, mobile services grew by 15.1%, while Spain saw a 30.1% increase in RGUs across all services. The company also announced strategic expansions into new markets, including Portugal and Belgium, with significant acquisitions and agreements to enhance its market presence.
Serghei Bulgac, CEO of Digi Communications, expressed confidence in the company’s trajectory, highlighting the successful transition to a full-fledged mobile network operator in Spain and the ongoing efforts to strengthen their market position through strategic acquisitions and partnerships.
The financial report for the first half of 2024 is now available on Digi Communications’ website.
BUCHAREST, Romania, 13-Aug-2024 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (“Digi” or the “Company”), one of the leading European telecommunications companies, listed on the Bucharest Stock Exchange, informs the market that on 12 August 2024 was granted a total amount of 70,000 conditional class B stock options to a director of Digi Romania S.A. (the Romanian subsidiary of the Company), according to a stock option program approved by the Company’s Class A Shareholders and by the Board of Directors resolutions on 12 August 2024, pursuant to the Company’s Stock Option Plan.
The actual exercise of the stock options is conditional upon the fulfilment of several performance conditions and the normal vesting date is being set after a period of at least 1 year as of the grant date.
About Digi Communications N.V.
We are a European leader in geographically-focused telecommunication solutions, based on the number of revenue generating units (“RGUs”) and a leading provider of telecommunication services in Romania and Spain, with a presence also in Italy, Portugal and Belgium.
BUCHAREST, Romania, 7-Aug-2024 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (“Digi” or the “Company”), one of the leading European telecommunications companies, listed on the Bucharest Stock Exchange, announces that on 14 August 2024 at 14:00 UK time / 16:00 EEST (Romania local time), will host a conference call to discuss its H1 2024 financial results. The Company will publish the unaudited H1 2024 financial results on the same day, 14 August 2024 at 08:00 am EEST.
The call will be held in English language, and it will be hosted by the Company’s CEO, Mr. Serghei Bulgac, and the Company’s CFO, Mr. Dan Ionita.
To participate in the call the stakeholders are invited to pre-register at:
The deadline for pre-registration is 14 August 2024, 12:00 UK time / 14:00 EEST (Romania local time).
About Digi Communications N.V.
We are a European leader in geographically-focused telecommunication solutions, based on the number of revenue generating units (“RGUs”) and a leading provider of telecommunication services in Romania and Spain, with a presence also in Italy, Portugal and Belgium.
BUCHAREST, Romania, 2-Aug-2024 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (“Digi” or the “Company”), one of the leading European telecommunications companies, listed on the Bucharest Stock Exchange, informs the market that on 1 August 2024 DIGI Portugal, LDA. (“DIGI Portugal”) entered into a share purchase agreement with LORCA JVCO Limited for the acquisition of 100% of the shares issued by Cabonitel, S.A. at a valuation of EUR 150 million, subject to customary adjustments and certain contingent events (the “Transaction”).
The Transaction perimeter includes Nowo Communications, S.A. (“Nowo”), Portugal’s fourth biggest mobile and fixed telecom operator (entirely owned by Cabonitel S.A.). Nowo has ca. 270 thousand mobile telephony clients and ca. 130 thousand fixed telecommunications clients. Nowo also holds spectrum licenses in 1800 Mhz, 2600 MHz and 3600 MHz frequency bands.
The completion of the Transaction is subject to competition clearance.
About Digi Communications N.V.
We are a European leader in geographically-focused telecommunication solutions, based on the number of revenue generating units (“RGUs”) and a leading provider of telecommunication services in Romania and Spain, with a presence also in Italy, Portugal and Belgium.
BUCHAREST, Romania, 24-Jul-2024 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (“Digi” or the “Company”), one of the leading European telecommunications companies, listed on the Bucharest Stock Exchange, wishes to inform the investors and the market regarding the publication of a rating issued by the American agency Fitch Ratings. Fitch Ratings has assigned Digi Communications N.V. a Long-Term Issuer Default Rating (IDR) of ‘BB’ with a stable outlook.
Details regarding the assigned ratings and the rationale behind the evaluations are available on the Fitch Ratings website at the following link:
We are a European leader in geographically-focused telecommunication solutions, based on the number of revenue generating units (“RGUs”) and a leading provider of telecommunication services in Romania and Spain, with a presence also in Italy, Portugal and Belgium.
BUCHAREST, Romania, 2-Jul-2024 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (“Digi” or the “Company”), one of the leading European telecommunications companies, listed on the Bucharest Stock Exchange, would like to inform the market that the executive directors of the Company, exercised their right to receive a total number of 150,000 class B shares from the share capital of the Company respectively (80,000 class B shares to Mr. Serghei Bulgac and 70,000 class B shares to Mr. Valentin Popoviciu), for the year 2023, as per the conditional share options granted on the 19th of May 2023, in accordance with the decision of the Company’s Ordinary General Shareholders’ Meeting from the 18th of May 2021 (the OGSM 2021) and on the 2nd of March 2023, in accordance with the decision of the Company’s Ordinary General Shareholders’ Meeting from the 28th of December 2022 (the OGSM 2022).
The conditional share options have been vested in accordance with the provisions of the Company’s Share Option Plan and the OGSM 2021 and OGSM 2022.
Details regarding the conditional share options granted on the 19th of May 2023 and the 2nd of March 2023 to the executive directors of the Company are available on the Company’s website at “ANNOUNCEMENTS” section, available HERE.
In accordance with the provisions of article 19 para. (1) of the Market Abuse Regulation, on July 1st , 2024, the executive directors, as persons discharging managerial responsibilities within the Company, have notified the Company, the Romanian Financial Supervisory Authority (ASF) and the Autoriteit Financiële Markten (AFM), in connection with the exercise of the share options.
About Digi Communications N.V.
We are an European leader in geographically-focused telecommunication solutions, based on the number of revenue generating units (“RGUs”) and a leading provider of telecommunication services in Romania and Spain, with a presence also in Italy, Portugal and Belgium.
BUCHAREST, Romania, 2-Jul-2024 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (“Digi” or the “Company”), one of the leading European telecommunications companies, listed on the Bucharest Stock Exchange, would like to inform the market about the availability of the detailed instruction regarding the payment of share dividend for the 2023 financial year, in gross amount of 1.25 lei per share, as approved by the Company’s Ordinary General Shareholders’ Meeting, which was held on the 25th of June 2024.
The payment of the dividend related to 2023 financial year will be carried out on July 22nd, 2024 to the Company’s class B shareholders registered on July 4th, 2024 in the Register of Shareholders held by Depozitarul Central S.A. and to the class A shareholders registered at the same date in the Register of Shareholders held by the Company, ex-date being July 3rd 2024.
The detailed instruction on the payment of dividend is available on the Company’s website, at the „DOCUMENTS REGARDING THE DISTRIBUTION OF DIVIDEND FOR THE YEAR 2023” section, available HERE.
About Digi Communications N.V.
We are an European leader in geographically-focused telecommunication solutions, based on the number of revenue generating units (“RGUs”) and a leading provider of telecommunication services in Romania and Spain, with a presence also in Italy, Portugal and Belgium.
BUCHAREST, Romania, 28-Jun-2024 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (“Digi” or the “Company”), one of the leading European telecommunications companies, listed on the Bucharest Stock Exchange, would like to inform the market and its investors that, on 27 June 2024, the Executive Directors of the Company were granted conditional stock options by the Company pursuant to the decision of the Company’s general meeting of shareholders dated 25 June 2024 and the resolution of the Board of Directors dated 27 June 2024. The number of options of class B shares granted as part of this stock option plan (applicable for the year 2024) amounts to a total of 140,000 stock options (respectively 80,000 for Mr. Serghei Bulgac and 60,000 for Mr. Valentin Popoviciu). The further vesting of all option shares granted will be conditional upon a multiple performance criteria and the passage of a period of time, as indicated in Annex 1 of the Agenda and Explanatory notes published by the Company on 13 May 2024, which can be accessed at the following link: https://www.digi-communications.ro/en/see-file/AGM-2024_Agenda-and-explanatory-notes.pdf
In accordance with the applicable regulations, on 27 June 2024, both executive directors, as persons discharging managerial responsibilities in connection with the Company, have notified the Company, the Romanian Financial Supervisory Authority (ASF) and Autoriteit Financiële Markten (AFM) in connection with the grant of the above-mentioned stock options and the execution between them and the Company of corresponding stock option agreement.
About Digi Communications N.V.
We are an European leader in geographically-focused telecommunication solutions, based on the number of revenue generating units (“RGUs”) and a leading provider of telecommunication services in Romania and Spain, with a presence also in Italy, Portugal and Belgium.
BUCHAREST, Romania, 26-Jun-2024 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (“Digi” or the “Company”), one of the leading European telecommunications companies, listed on the Bucharest Stock Exchange,The Company would like to inform the market and its investors that today, Tuesday, 25 June 2024, at 2:00 PM CET, at the offices of Freshfields Bruckhaus Deringer LLP (Amsterdam Office), Strawinskylaan 10, 1077 XZ Amsterdam, the Netherlands, the Company’s general shareholders’ meeting (the GSM) took place with respect to which the Company informed its shareholders and the market through the Convocation notice released on 13 May 2024 (the Convocation Notice).
The GSM was attended by shareholders representing 82,72% of the total number of shares with voting rights, respectively 78,794,760 shares.
Following the debates, the GSM has adopted the following decisions regarding the points included on the agenda, representing voting items, in accordance with the Convocation Notice:
2. Annual Report 2023
c. Adoption of the 2023 Annual Accounts;
d. Distribution of dividend – based on the approval, the Company will distribute a gross dividend of 1.25 RON per outstanding share (both Class A Shares and Class B Shares equally). The listed Class B shares will be quoted ex-dividend from 3 July 2024 and the record date for the dividend shall be 4 July 2024. It is expected that the dividend will be paid on or around 22 July 2024.
e. Release from liability of the members of Board of Directors;
3. Implementation of the Remuneration Policy and the Remuneration Report for the year 2023
a. The Remuneration Report for the year 2023 (advisory, non-binding vote);
b. The revised Remuneration Policy of the Board of Directors;
4. Appointment of KPMG N.V. as the statutory auditor of the Company for the financial year 2024
6. Designation of the Board of Directors as the competent body to repurchase own class B Shares
Based on this approval, the Board of Directors has the authority to acquire class B shares in the share capital of the Company through purchases effected on the stock exchange via trading on the regular market on which the class B shares are listed and/or through other means (including public tender offers), for a period of 18 months from June 26, 2024 up to and including 24 December 2025, in compliance with the applicable law, subject to the following conditions:
• The authority of the Board of Directors shall be limited to a maximum number of 3,000,000 class B shares;
• Transactions effected on the stock exchange via trading on the regular market on which the class B shares are listed will be subject to a maximum price per class B share equal to the average of the highest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of the Bucharest Stock Exchange plus 10% (maximum price) and to a minimum price per class B share equal to the average of the lowest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of Bucharest Stock Exchange minus 10% (minimum price);
• Transactions effected through other means (including public tender offers) will be subject to a maximum price per class B share of RON 65 (maximum price) and a minimum price of no less than RON 35 (minimum price).
Any buy-back of shares will be conducted by way of a share buy-back program in line with applicable EU rules. The launch of such program and the determination of its terms and conditions is subject to a decision of the Board of Directors. The Board of Directors intends to appoint an independent specialized trading / brokerage firm to execute any such buyback. Further, any buy-back program may be suspended, discontinued, or modified at any time for any reason and without previous notice in the Company’s sole discretion in accordance with applicable laws and regulations. Neither the authorization requested, nor the subsequent launch of any share buy-back program obligates the Company to buy-back any class B shares.
7. Appointment of the members of the Board of Directors
a. Re-appointment of Mr. Serghei Bulgac as Executive Director of the Board of Directors;
b. Re-appointment of Mr. Valentin Popoviciu as Executive Director of the Board of Directors;
c. Re-appointment of Mr. Zoltan Teszari as Non-Executive Director and President of the Board of Directors;
d. Re-appointment of Mr. Marius Catalin Varzaru as Non-Executive Director and Vice-president of the Board of Directors;
e. Re-appointment of Mr. Bogdan Ciobotaru as Non-Executive Director of the Board of Directors;
f. Re-appointment of Mr. Emil Jugaru as Non-Executive Director of the Board of Directors;
g. Appointment of Mr. Jose Manuel Arnaiz de Castro as Non-Executive Director of the Board of Directors.
8. Approval of award of stock options to directors
The Board of Directors is authorized to decide upon the award stock options to acquire class B shares in the capital of the Company to executive directors subject to the criteria of the Company’s Share Option Plan (the details of which can be found on the Company’s corporate website www.digi-communications.ro).
Additionally, the Company wishes to inform the shareholders and investors that the 2023 approved Annual Report is also available on the Company’s website and can be consulted HERE.
We are an European leader in geographically-focused telecommunication solutions, based on the number of revenue generating units (“RGUs”) and a leading provider of telecommunication services in Romania and Spain, with a presence also in Italy, Portugal and Belgium.
