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The resolutions from Digi Communications N.V.’s general shareholders’ meeting held on 18 Aug 2023

BUCHAREST, Romania, 18-Aug-2023 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (“Digi” or the “Company”) would like to inform the market and its investors that today, Friday, 18 August 2023, 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 7 July 2023 (the Convocation Notice).

The GSM was attended by shareholders representing 74,03% of the total number of shares with voting rights, respectively 70,458,884 shares.

Following the debates, the GSM has adopted the following decisions regarding the points included on the agenda, in accordance with the Convocation Notice:

  1. The Annual Report of the Company for 2022 (item 2 from the Convocation Notice):
    c. Adoption of the 2022 Annual Accounts;
    d. Distribution of dividend – based on the approval, the Company will distribute a gross dividend of 1 RON per share, ex-date –30 August 2023 and the record date being 31 August 2023.
    It is expected that the payment date will be on or around 14 September 2023;
    e. Release from liability of the members of the Board of Directors.
    The investors and the market were informed of the 2022 financial results starting with 5 July 2023 when the 2022 annual report was published.
  2. Remuneration Report for 2022
    The general meeting approved by an advisory, non-binding vote the Remuneration Report for 2022 made public on the Company’s website. The Remuneration Report for 2022 is construed according to the provisions of EU Directive 828/2017 as implemented in The Netherlands.
  3. Appointment of Statutory Auditor for the 2023 financial year
    The general meeting approved the appointment of KPMG Accountants N.V. as the statutory auditor of the Company for the financial year ending 31 December 2023.
  4. Designation of the Board of Directors as the competent body to repurchase own Class B Shares
    The general meeting approved the designation of the Board of Directors as the competent body to repurchase own class B shares. In accordance with article 10 of the articles of association, the general meeting granted the Board of Directors 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 the date of this general meeting, i.e. up to and including 17 February 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 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 40 (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.

The voting results of the GSM, as well as other relevant information on the GSM and the related documents are available on the Company’s website at the section dedicated to the 2023 GSM: https://www.digi-communications.ro/en/corporate/general-share-holders/digi-communications-n-v-gsm-2023

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 and Portugal.

SOURCE: EuropaWire

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Digi Communications NV grants conditional stock options to several of its Directors

BUCHAREST, Romania, 20-May-2021 — /EPR FINANCIAL NEWS/ — The Company would like to inform the market and its investors that, on 19 May 2021, Mr. Serghei Bulgac (Chief Executive Officer and Executive Director of the Company), Mr. Valentin Popoviciu (Executive Director of the Company) and Mr. Bogdan Ciobotaru (Non-Executive Director of the Company) have been granted by the Company conditional stock options pursuant to the decision of the Company’s general meeting of shareholders dated 18 May 2021. The total number of options of class B shares granted as part of this stock option plan (applicable for the year 2021) amounts to 160.000. The further vesting of all option shares granted will be conditional upon several performance criteria and the passage of a minimum duration of 1 year.

More details regarding the stock options granted to each of the above-mentioned Directors are available on the Company’s website at https://www.digi-communications.ro/en/see-file/Agenda-and-explanatory-notes-1.pdf (the Agenda and Explanatory notes published by the Company on 6 April 2021, Annex I and II).

In accordance with the applicable regulations, on 19 May 2021, Mr. Serghei Bulgac, Mr. Valentin Popoviciu and Mr. Bogdan Ciobotaru, as persons discharging managerial responsibilities in connection with the Company, have notified the Company and the Romanian Financial Supervisory Authority in connection with the grant of the above-mentioned stock options and the execution between each of them and the Company of corresponding stock option agreements.

SOURCE: EuropaWire

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Digi Communications N.V. 2021 General Shareholders Meeting adopted decisions

BUCHAREST, Romania, 18-May-2021 — /EPR FINANCIAL NEWS/ — The Company would like to inform the market and its investors that today, Tuesday, 18 May 2021, at 14:00 PM CEST, at the offices of Freshfields Bruckhaus Deringer LLP, Strawinskylaan 10, 1077 XZ Amsterdam, the Netherlands, took place the Company’s general shareholders’ meeting (the GSM) with respect to which the Company informed its shareholders and the market through the Convocation notice released on 6 April 2021 (the Convocation Notice).

The GSM was attended – either in person or by representative – by shareholders representing 73.54%of the total number of shares with voting rights, respectively 69,656,100 shares.

Following the debates, the GSM has adopted the following decisions regarding the points included on the agenda, in accordance with the Convocation Notice:

2. The Annual Report of the Company for 2020 (item 2 from the Convocation Notice):

c. Adoption of the 2020 Annual Accounts;
d. Distribution of dividend – based on the approval, the Company will distribute a gross dividend of 0.75 RON per share, ex-date – 2 June 2021 and the record date being 3 June 2021. It is expected that the payment date will be on or around 14 June 2021;
e. Release from liability of the members of Board of Directors.
The investors and the market were informed of the 2020 financial results by the publication of the 2020 annual report on 6 April 2021.

3. Remuneration Report for 2020

The general meeting approved by an advisory vote the Remuneration Report for 2020 made public on the Company’s website. The Remuneration Report for 2020 is construed according to the provisions of EU Directive 828/2017 as implemented in The Netherlands.

4. Appointment of Statutory Auditor – Ernst & Young Accountants, LLP, Netherlands.

5. Designation of the Board of Directors as the competent body to repurchase own Class B Shares – based on this approval, the Board of Directors shall have the authority to acquire class B shares through purchases effected on the stock exchange, for the purposes of being granted to statutory executive directors, managers and employees of the group under the various stock option plans approved or to be approved by the Company, in accordance with the applicable legal provisions, for a period of 12 months from the date of the AGM (i.e., up to and including 18 May 2022).

The authority of the Board of Directors shall be limited to a maximum of up to 10% of the issued class B share capital at the close of trading on the Regulated Spot Market of the Bucharest Stock Exchange on the date of the AGM, 18 May 2021. The maximum purchase price per class B share shall at no times be higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the Regulated Spot Market of the Bucharest Stock Exchange. The purchases will not exceed, on any trading day more than 25 % of the average daily volume of the shares on the Regulated Spot Market of the Bucharest Stock Exchange on which the purchase is carried out, as defined in article 3 para. (3) from Regulation (EU) 2016/1052 of 8 March 2016.

The Board of Directors intends to appoint an independent specialized trading / brokerage firm to execute any such buy-back.

6. Approval of award of stock options to executive and non-executive 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 and non-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).

The voting results of the GSM, as well as other relevant information on the GSM and the related documents are available on the Company’s website at the section dedicated to the GSM:
https://www.digi-communications.ro/en/corporate/general-share-holders/digi-communications-n-v-gsm-2021

SOURCE: EuropaWire

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Digi Communications N.V. 2020 AGM attendaned by shareholders representing 75,77 percent of the total number of shares with voting rights

BUCHAREST, Romania, 30-Apr-2020 — /EPR FINANCIAL NEWS/ —  Digi Communications N.V. (The Company) would like to inform the market and its investors that today, Thursday, 30 April 2020, at 12:00 p.m. CEST, at the offices of Freshfields Bruckhaus Deringer LLP, Strawinskylaan 10, 1077 XZ Amsterdam, the Netherlands, took place the Company’s general shareholders’ meeting (the GSM) with respect to which the Company informed its shareholders and the market through the Convocation notice released on 19 March 2020 (the Convocation Notice).

The GSM was attended – either in person or by representative – by shareholders representing 75,77 % of the total number of shares with voting rights, respectively 71,401,050 shares.

Following the debates, the GSM has adopted the following decisions regarding the points included on the agenda, in accordance with the Convocation Notice:

2. The Annual Report of the Company for 2019 (item 2 from the Convocation Notice):

c. Adoption of the 2019 Annual Accounts;
d. Distribution of dividend – based on the approval, the Company will distribute a gross dividend of 0.65 RON per share, ex-date – 15 May 2020. The GSM has approved to change the record date for the purposes of identifying the shareholders entitled to receive the dividend approved in the AGM, the new record date being 18 May 2020 (the first business day following the ex dividend date, i.e. 15 May 2020).
It is expected that the payment date will be on or around 29 May 2020;
e. Release from liability of the members of Board of Directors.

3. Application of the Remuneration Policy and Remuneration Report for 2019

a. Remuneration Report for 2019
The general meeting approved by an advisory vote the Remuneration Report for 2019 made public on the Company’s website. The Remuneration Report for 2019 is construed according to the provisions of EU Directive 828/2017 as implemented in The Netherlands.
b. Approval of the new Remuneration Policy of the members of the Board of Directors

The general meeting approved the Remuneration Policy of the members of the Board of Directors, as updated in line with the requirements of the provisions of EU Directive 828/2017 as implemented in Dutch law. The new proposed Remuneration Policy is published on the Company website.

4. Appointment of Statutory Auditor – Ernst & Young Accountants, LLP, Netherlands.

5. Designation of the Board of Directors as the competent body to repurchase own Class B Shares.

Designation of the Board of Directors as the competent body to repurchase own Class B Shares – based on this approval, the Board of Directors shall have the authority to acquire class B shares through purchases effected on the stock exchange, for the purposes of being granted to statutory executive directors, managers and employees of the group under the various stock option plans approved or to be approved by the Company, in accordance with the applicable legal provisions, for a period of 12 months from the date of the AGM (i.e., up to and including 30 April 2021).

The authority of the Board of Directors shall be limited to a maximum of up to 10% of the issued class B share capital at the close of trading on the Regulated Spot Market of the Bucharest Stock Exchange on the date of the AGM, 30 April 2020. The maximum purchase price per class B share shall at no times be higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the Regulated Spot Market of the Bucharest Stock Exchange. The purchases will not exceed, on any trading day more than 25 % of the average daily volume of the shares on the Regulated Spot Market of the Bucharest Stock Exchange on which the purchase is carried out.

The Board of Directors intends to appoint an independent specialized trading / brokerage firm to execute any such buy-back.

6. Re-appointment of the members of the Board of Directors

a. Re-appointment of Serghei Bulgac as executive-director of the Board of Directors for a period of 4 years ending on the day of the annual general meeting of shareholders of the Company to be held in 2024.
b. Re-appointment of Valentin Popoviciu as executive-director of the Board of Directors for a period of 4 years ending on the day of the annual general meeting of shareholders of the Company to be held in 2024.
c. Re-appointment of Zoltan Teszari as non-executive-director and president of the Board of Directors for a period of 4 years ending on the day of the annual general meeting of shareholders of the Company to be held in 2024.
d. Re-appointment of Marius Catalin Varzaru as non-executive-director and vice-president of the Board of Directors for a period of 4 years ending on the day of the annual general meeting of shareholders of the Company to be held in 2024.
e. Re-appointment of Bogdan Ciobotaru as non-executive-director of the Board of Directors for a period of 4 years ending on the day of the annual general meeting of shareholders of the Company to be held in 2024.
f. Re-appointment of Piotr Rymaszewskias non-executive-director of the Board of Directors for a period of 4 years ending on the day of the annual general meeting of shareholders of the Company to be held in 2024.
g. Re-appointment of Emil Jugaru as non-executive-director of the Board of Directors for a period of 4 years ending on the day of the annual general meeting of shareholders of the Company to be held in 2024.

7. Approval of award of stock options to executive 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).

The voting results of the GSM, as well as other relevant information on the GSM and the related documents are available on the Company’s website at the section dedicated to the GSM: http://www.digi-communications.ro/en/general-share-holders.

Digi Communications N.V. also informs shareholders and investors that the approved Annual Financial Report for the year ended December 31, 2019 is available starting 30 April 2020, on the company’s website (www.digi-communications.ro), at section Investor Relations.

SOURCE: EuropaWire

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Digi Communications N.V. recommends its shareholders not to attend the AGM 2020 in person due to COVID-19

BUCHAREST, Romania, 14-Apr-2020 — /EuropaWire/ — In light of the public health risks caused by the COVID-19 pandemic and the restrictive measures implemented in the Netherlands and elsewhere concerning the gatherings of people, Digi Communications N.V. (the Company) recommends its shareholders not to attend the annual general meeting of shareholders (the “AGM”) in person. In order to cast their votes:

Class A shareholders: holders of registered class A shares (which for the purposes of the AGM includes holders of rights of usufruct and pledgees with voting rights in respect of those shares) are advised to send the notice of attendance indicating that they will not participate in person to the meeting and instead will grant a proxy either to (i) a third party or to (ii) Mrs. Andra Gunescu and to Mrs. Madalina Elena-Lungu, any of whom may individually and alternatively (and not collectively) execute the given proxy, in which case such proxy must include unequivocal voting instruction(s).

Class B shareholders: holders of class B shares (which for the purposes of the AGM includes holders of rights of usufruct and pledgees with voting rights in respect of those shares) are advised to either (i) send the notice of attendance indicating that they will not participate to the meeting in person or be represented by their own representative and thus grant a power of attorney to Mrs. Andra Gunescu who will be authorized to, on behalf of the relevant holder, with the right of substitution, to attend the AGM, to sign the attendance list, to speak and to cast a vote at that meeting on the voting items on the agenda in accordance with the voting instructions provided by the relevant holder; or (ii) give voting instructions via the Evo-platform of ING Bank N.V. (www.ing.evo-platform.com/digi).

For further details, please refer to the convening notice for the AGM, available on the Company’s website, at https://www.digi-communications.ro/en/see-file/Convocation-Notice-19.03.2020.pdf.The Company acknowledges that constraints caused by the COVID-19 outbreak, particularly the restrictions to the physical presence of shareholders at the AGM and thus to ask questions at the meeting. For this reason, shareholders who wish to submit questions regarding items on the AGM agenda, are encouraged to do so by e-mail to digi.gsm@digi-communications.ro until 12:00 pm CET on Monday, 27 April 2020, (13:00 pm in Romania).

The e-mail must include the name, surname, number of shares held by the shareholder on the record date for the AGM and the AGM agenda item to which the question relates.

SOURCE: EuropaWire

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Digi Communications N.V. 2020 AGM will be held on 30 April 2020 in Amsterdam

BUCHAREST, Romania, 19-Mar-2020 — /EPR FINANCIAL NEWS/ — The Company would like to inform the market and its investors that today, 19 March 2020, the Board of Directors of the Company convenes the general shareholders meeting (the “GSM”) of the Company (Digi Communications N.V.), to be held on Thursday, 30 April 2020 at 12:00 p.m. CEST, at the offices of Freshfields Bruckhaus Deringer LLP (Amsterdam office), Strawinskylaan 10, 1077 XZ Amsterdam, The Netherlands.

The main topics for the GSM are the following:

  • discussion and approval items on the Annual Report 2019 (including the annual report, the financial statements (consolidated and stand-alone) and the auditor report)
  • approval for the distribution of a gross dividend of 0.65 RON per share; ex-date – 15 May 2020, reference date – 16 May 2020, and the payment date on our around – 29 May 2020;
  • release from liability of the members of the Board of Directors;
  • remuneration report for 2019, advisory, non-binding vote;
  • approval of the new remuneration policy of the members of the Board of Directors;
  • appointment of the statutory auditor for the year ending 31 December 2020;
  • designation of the Board of Directors as the competent body to repurchase own Class B Shares;
  • reappointment of the members of the Board of Directors;
  • approval of award of stock options to executive directors.

We kindly invite the market to visit the Company’s website at
http://www.digi-communications.ro/en/general-share-holders (for English readers) and at http://www.digi-communications.ro/ro/aga (for Romanian readers) to review the documentation package for the GSM.

The above-mentioned section from the Company’s website also contain the English and Romanian complete versions of the 2019 Annual Report, the 2019 Consolidated and Stand-alone Financial Statements of the Company, as well as the Independent Auditor’s Report.

The document named ‘Agenda and explanatory notes’ contains detailed descriptions regarding the items for the GSM.

Any shareholder interested in attending or voting at the GSM needs to follow the procedures set out in the articles of association of the Company (available at http://www.digi-communications.ro/en/corporate-governance) and on the ‘Convocation Notice’ available at http://www.digi-communications.ro/en/general-share-holders).

***

ANNUAL GENERAL MEETING OF DIGI COMMUNICATIONS N.V. (THE COMPANY) TO BE HELD ON THURSDAY 30 APRIL 2020 AT 12:00 PM CEST AT THE OFFICES OF FRESHFIELDS BRUCKHAUS DERINGER LLP (AMSTERDAM OFFICE), STRAWINSKYLAAN 10, 1077 XZ AMSTERDAM, THE NETHERLANDS

AGENDA

1. Opening

2. Annual Report 2019

a. Board report 2019 (discussion item)
b. Dividend and Reservations Policy (discussion item)
c. Adoption of the 2019 Annual Accounts (voting item)
d. Distribution of dividend (voting item)
e. Release from liability of the members of Board of Directors (voting item)

3. Application of the Remuneration Policy and Remuneration Report for 2019

a. Remuneration Report for 2019 (advisory, non-binding vote)
b. Approval of the new Remuneration Policy (voting item)

4. Appointment of Statutory Auditor

Proposal to appoint Ernst & Young Accountants, LLP, Netherlands as the statutory auditor of the Company for the financial year 2020 (voting item)

5. Designation of the Board of Directors as the competent body to repurchase own Class B Shares

Designation of the Board of Directors as the competent body to repurchase Class B Shares (voting item)

6. Re-appointment of the members of the Board of Directors

a. Re-appointment of Serghei Bulgac as executive-director of the Board of Directors (voting item)
b. Re-appointment of Valentin Popoviciu as executive-director of the Board of Directors (voting item)
c. Re-appointment of Zoltan Teszari as non-executive-director and president of the Board of Directors (voting item)
d. Re-appointment of Marius Catalin Varzaru as non-executive-director and vice-president of the Board of Directors (voting item)
e. Re-appointment of Bogdan Ciobotaru as non-executive-director of the Board of Directors (voting item)
f. Re-appointment of Piotr Rymaszewski as non-executive-director of the Board of Directors (voting item)
g. Re-appointment of Emil Jugaru as non-executive-director of the Board of Directors (voting item)

7. Approval of award of stock options to executive directors

Authorize the Board of Directors to decide upon the award of stock options to executive directors of the Company (voting item)

8. Close of Meeting

Agenda

The agenda for the AGM and the explanatory notes thereto together with the Annual Report 2019 is available on the website of the Company (www.digi-communications.ro) from 19 March 2020 onwards and is, with effect from the same date, available for inspection and obtainable free of charge at the offices of the Company (tel. +40314006505 and address: Dr. N. Staicovici 75, fourth floor, Bucharest, Romania).

Record Date

Shareholders (which for the purposes of this notice includes holders of rights of usufruct and pledgees with voting rights) are entitled to attend and vote at the AGM (either in person or by proxy) if they (i) are registered in one of the (sub)registers as described below on the 28th day prior to the AGM and therefore on Thursday, 2 April 2020 (the Record Date) after all debit and credit entries have been handled and (ii) in addition have notified the Company of their intended attendance at the AGM in the manner mentioned below. The designated (sub)registers are the administration records of the Romanian Central Depository (Depozitarul Central S.A.), and the shareholders’ register of the Company.

Notification of Attendance

Class A shares: holders of registered class A shares (which for the purposes of this notice includes holders of rights of usufruct and pledgees with voting rights in respect of these shares) who wish to attend the AGM (either in person or by proxy) must notify the Company of their intended attendance, which notice, accompanied where applicable by written power of attorney (see below), must have been received by Mrs. Andra Gunescu, the Company secretary (address: Dr. N. Staicovici 75, fourth floor, Bucharest, Romania and e-mail digi.gsm@digi-communications.ro) no later than by Thursday 23 April 2020 at 5.00 pm EEST. Duly registered shareholders will receive a receipt confirmation supplied by the Company which together with a valid identification document will also serve as admission ticket for the AGM.

Class B shares: holders of class B shares (which for the purpose of this notice includes holders of rights of usufruct and pledgees with voting rights in respect of these shares) who wish to attend the AGM (either in person or by proxy) must notify the Company by registering via the Evo-platform of ING Bank N.V. (www.ing.evo-platform.com/digi) no later than by Thursday 23 April 2020 at 5.00 pm EEST. Duly registered shareholders will receive a receipt confirmation supplied by ING Bank N.V. which together with a valid identification document will also serve as admission ticket for the AGM.

Representation by Proxy

Shareholders (which for the purpose of this notice includes holders of rights of usufruct and pledgees with voting rights) who choose to be represented at the AGM may grant a proxy to a person to vote at the AGM on their behalf as follows:

Class A shares: holders of registered class A shares (which for the purpose of this notice includes holders of rights of usufruct and pledgees with voting rights in respect of those shares) may grant a proxy to (i) a third person or (ii) to Mrs. Andra Gunescu, the Company secretary, and to Mrs. Madalina Elena-Lungu, legal counsel of the Company (address: Dr. N. Staicovici 75, fourth floor, Bucharest, Romania), any of whom to individually and alternatively (and not collectively) execute the given proxy in which case such proxy must include unequivocal voting instruction(s). The holder of shares A will notify the Company of an electronic copy of the proxy at the following email address: digi.gsm@digi-communications.ro no later than by Thursday 23 April 2020 at 5.00 pm EEST.

Class B shares: The holders of class B shares may grant a proxy, where applicable with voting instructions, to a third person via www.ing.evo-platform.com/digi when registering for the AGM. The duly completed and executed power of attorney must be received by the Company for the attention of Mrs. Andra Gunescu, Dr. N. Staicovici 75, fourth floor, Bucharest, Romania, or by e-mail: digi.gsm@digi-communications.ro, no later than by Thursday 23 April 2020 at 5.00 pm EEST.

E-voting Class B Shares

Only holders of class B shares (which for the purpose of this notice includes holders of rights of usufruct and pledgees with voting rights in respect of those shares) may also give voting instructions via www.ing.evo-platform.com/digi no later than by Thursday 23 April 2020 at 5.00 pm EEST.

Identification

Persons entitled to attend the AGM (which includes persons granted with a proxy in the manner as described above) will be requested to identify themselves at the Registration Desk prior to admission to the AGM and are therefore requested to bring a valid identity document.

Issued capital and voting rights of the Company

At the day of this convocation, the Company has an issued share capital of EUR 6,810,042.52 consisting of 64,556,028 Class A Shares, each having a nominal value of EUR 0.10 and 35,443,972 Class B Shares, each share having a nominal value of EUR 0.01. 4,409,361 Class A Shares and 1,353,391 Class B Shares are held by the Company in its own share capital (in treasury). No votes may be cast for shares held by the Company in its own share capital. Therefore, the total number of voting rights at the day of this convocation amounts to 635,557,257.

COVID-19

Depending on the evolution of the COVID-19 outbreak, the Company may decide to limit social gatherings surrounding the meeting. Shareholders are advised to regularly check our website for any further updates.

For details regarding the reports, please access the official website designated of Digi: www.digi-communications.ro (Investor Relations Section/Current Reports).

SOURCE: EuropaWire

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Resolutions of Digi Communications N.V.’s general shareholders meeting held on 30 Apr 2019

BUCHAREST, Romania, 30-Apr-2019 — /EPR FINANCIAL NEWS/ — The Company would like to inform the market and its investors that today, Tuesday, 30 April 2019, at 12:00 p.m. CEST, at Crowne Plaza Hotel, Amsterdam – Schiphol (municipality of Haarlemmermeer), Planeetbaan 2, 2132 HZ Hoofddorp, The Netherlands, took place the Company’s general shareholders’ meeting (the GSM) with respect to which the Company informed its shareholders and the market through the Convocation notice released on 19 March 2019 (the Convocation Notice).

The GSM was attended – either in person or by representative – by shareholders representing 75,01 % of the total number of shares with voting rights, respectively 71,094,938 shares.

Following the debates, the GSM has adopted the following decisions regarding the points included on the agenda, in accordance with the Convocation Notice:

2. The Annual Report of the Company for 2018 (item 2 from the Convocation Notice):

d. Adoption of the 2018 Annual Accounts

e. Distribution of dividend – based on the approval, the Company will distribute a gross dividend of 0.50 RON per share, ex-date – 15 May 2019, reference date – 16 May 2019, with the expected payment date – 29 May 2019

f. Release from liability of the members of Board of Directors

3. Appointment of Statutory Auditor – Ernst & Young Accountants, LLP, Netherlands

4. Designation of the Board of Directors as the competent body to repurchase own Class B Shares – based on this approval, the Board of Directors shall have the authority to acquire class B shares in the share capital of the Company through stock exchange trading of otherwise, in accordance with the applicable legal provisions for a period of 12 months from the date of the GSM and therefore up to and including 30 April 2020. The authority of the Board of Directors shall be limited to a maximum of up to 10% of the issued class B share capital at the close of trading on the Regulated Spot Market of the Bucharest Stock Exchange on the date of the GSM, 30 April 2019. The Board of Directors intends to appoint an independent specialized trading / brokerage firm to execute any such buy-back.

5. Appointment of Emil Jugaru as non-executive member of the Board of Directors – based on this approval Mr. Emil Jugaru was appointed as non-executive member of the Board of Directors of the Company for a term of one (1) year ending on the day of the annual general meeting of the Company to be held in 2020.

The voting results of the GSM, as well as other relevant information on the GSM and the related documents are available on the Company’s website at the section dedicated to the GSM:

http://www.digi-communications.ro/en/general-share-holders.

Digi Communications N.V. also informs shareholders and investors that the approved Annual Financial Report for the year ended December 31, 2018 is available starting 30 April 2019, on the company’s website (www.digi-communications.ro), at section Investor Relations.

SOURCE: EuropaWire

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Digi Communications N.V. AGM 2019 will be held in Amsterdam on 30 April 2019

BUCHAREST, Romania, 19-Mar-2019 — /EPR FINANCIAL NEWS/ — The Company would like to inform the market and its investors that today, 19 March 2019, the Board of Directors of the Company convenes the general shareholders meeting (the “GSM”) of the Company (Digi Communications N.V.), to be held on Tuesday, 30 April 2019 at 12:00 p.m. CEST, at Crowne Plaza Hotel, Amsterdam – Schiphol (Municipality of Haarlemmermeer), Planeetbaan 2, 2132 Hz Hoofddorp, The Netherlands.

The main topics for the GSM are the following:

  • discussion and approval items on the Annual Report 2018 (including the annual report, the financial statements (consolidated and stand-alone) and the auditor report);
  • approval for the distribution of a gross dividend of 0.50 RON per share; ex-date – 15 May 2019, reference date – 16 May 2019, and the payment date on or around – 29 May 2019;
  • release from liability of the members of the Board of Directors;
  • appointment of the statutory auditor for the year ending 31 December 2019;
  • designation of the Board of Directors as the competent body to repurchase own Class B Shares;
  • appointment of Mr. Emil Jugaru as a non-executive member of the Board of Directors.

We kindly invite the market to visit the Company’s website at
http://www.digi-communications.ro/en/general-share-holders (for English readers) and at http://www.digi-communications.ro/ro/aga (for Romanian readers) to review the documentation package for the GSM.

The above-mentioned section from the Company’s website also contain the English and Romanian complete versions of the 2018 Annual Report, the 2018 Consolidated and Stand-alone Financial Statements of the Company, as well as the Independent Auditor’s Report.

The document named ‘Agenda and explanatory notes’ contains detailed descriptions regarding the items for the GSM.

Any shareholder interested in attending or voting at the GSM needs to follow the procedures set out in the articles of association of the Company (available at http://www.digi-communications.ro/en/corporate-governance) and on the ‘Convocation Notice’ available at http://www.digi-communications.ro/en/general-share-holders).

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ANNUAL GENERAL MEETING OF DIGI COMMUNICATIONS N.V. (THE COMPANY) TO BE HELD ON TUESDAY 30 APRIL 2019 AT 12:00 PM CEST AT CROWNE PLAZA HOTEL, AMSTERDAM – SCHIPHOL (MUNICIPALITY OF HAARLEMMERMEER), PLANEETBAAN 2, 2132 HZ HOOFDDORP, THE NETHERLANDS

AGENDA

  1. Opening
  2. Annual Report 2018
  3. Board report 2018 (discussion item)
  4. Application of the remuneration policy in 2018 (discussion item)
  5. Dividend and Reservations Policy (discussion item)
  6. Adoption of the 2018 Annual Accounts (voting item)
  7. Distribution of dividend (voting item)
  8. Release from liability of the members of Board of Directors (voting item)
  9. Appointment of Statutory Auditor – Proposal to appoint Ernst & Young Accountants, LLP, Netherlands as the statutory auditor of the Company for the financial year 2019 (voting item)
  10. Designation of the Board of Directors as the competent body to repurchase Class B Shares (voting item)
  11. Appointment of Emil Jugaru as non-executive member of the Board of Directors
  12. Close of Meeting

Agenda

The agenda for the AGM and the explanatory notes thereto together with the Annual Report 2018 is available on the website of the Company (www.digi-communications.ro) from 19 March 2019 onwards and is, with effect from the same date, available for inspection and obtainable free of charge at the offices of the Company (tel. +40314006505 and address: Dr. N. Staicovici 75, fourth floor, Bucharest, Romania).

Record Date

Shareholders (which for the purposes of this notice includes holders of rights of usufruct and pledgees with voting rights) are entitled to attend and vote at the AGM (either in person or by proxy) if they (i) are registered in one of the (sub)registers as described below on the 28th day prior to the AGM and therefore on Tuesday, 2 April 2019 (the Record Date) after all debit and credit entries have been handled and (ii) in addition have notified the Company of their intended attendance at the AGM in the manner mentioned below. The designated (sub)registers are the administration records of the Romanian Central Depository (Depozitarul Central S.A.), and the shareholders’ register of the Company.

Notification of Attendance

Class A shares: holders of registered class A shares (which for the purposes of this notice includes holders of rights of usufruct and pledgees with voting rights in respect of these shares) who wish to attend the AGM (either in person or by proxy) must notify the Company of their intended attendance, which notice, accompanied where applicable by written power of attorney (see below), must have been received by Mrs. Carmen Otelea, the company secretary of the Company (address: Dr. N. Staicovici 75, fourth floor, Bucharest, Romania and e-mail digi.gsm@digi-communications.ro) no later than by Tuesday 23 April 2019 at 5.00 pm EEST. Duly registered shareholders will receive a receipt confirmation supplied by the Company which together with a valid identification document will also serve as admission ticket for the AGM.

Class B shares: holders of class B shares (which for the purpose of this notice includes holders of rights of usufruct and pledgees with voting rights in respect of these shares) who wish to attend the AGM (either in person or by proxy) must notify the Company by registering via the Evo-platform of ING Bank N.V. (www.ing.evo-platform.com/digi) no later than by Tuesday 23 April 2019 at 5.00 pm EEST. Duly registered shareholders will receive a receipt confirmation supplied by ING Bank N.V. which together with a valid identification document will also serve as admission ticket for the AGM.

Representation by Proxy

Shareholders (which for the purpose of this notice includes holders of rights of usufruct and pledgees with voting rights) who choose to be represented at the AGM may grant a proxy to a person to vote at the AGM on their behalf as follows:

Class A shares: holders of registered class A shares (which for the purpose of this notice includes holders of rights of usufruct and pledgees with voting rights in respect of those shares) may grant a proxy to (i) a third person or (ii) to Mrs. Carmen Otelea, the Company’s corporate secretary, and to Mrs. Eliza Popa, legal counsel of the Company (address: Dr. N. Staicovici 75, fourth floor, Bucharest, Romania), any of whom to individually and alternatively (and not collectively) execute the given proxy in which case such proxy must include unequivocal voting instruction(s). The holder of shares A will notify the Company of an electronic copy of the proxy at the following email address: digi.gsm@digi-communications.ro no later than by Tuesday 23 April 2019 at 5.00 pm EEST.

Class B shares: The holders of class B shares may grant a proxy, where applicable with voting instructions, to a third person via www.ing.evo-platform.com/digi when registering for the AGM no later than by Tuesday 23 April 2019 at 5.00 pm EEST.

E-voting Class B Shares

Only holders of class B shares (which for the purpose of this notice includes holders of rights of usufruct and pledgees with voting rights in respect of those shares) may also give voting instructions via www.ing.evo-platform.com/digi no later than by Tuesday 23 April 2019 at 5.00 pm EEST.

Identification

Persons entitled to attend the AGM (which includes persons granted with a proxy in the manner as described above) will be requested to identify themselves at the Registration Desk prior to admission to the AGM and are therefore requested to bring a valid identity document.

Issued capital and voting rights of the Company

At the day of this convocation, the Company has an issued share capital of EUR 6,810,042.52 consisting of 64,556,028 Class A Shares, each having a nominal value of EUR 0.10 and 35,443,972 Class B Shares, each share having a nominal value of EUR 0.01. 4,409,361 Class A Shares and 857,450 Class B Shares are held by the Company in its own share capital (in treasury). No votes may be cast for shares held by the Company in its own share capital. Therefore, the total number of voting rights at the day of this convocation amounts to 636,053,192.

For additional information, please visit the Company’s website at: www.digi-communications.ro

SOURCE: EuropaWire