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Digi Communications N.V. to host its general shareholders meeting on June 25, 2024

BUCHAREST, Romania, 13-May-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 today, 13 May 2024, 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, 25 June 2024 at 2.00 p.m. CET, 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 2023 Annual Report (including the annual report, the statutory financial statements – consolidated and stand-alone – and the auditor report);
  • approval of distribution of a gross dividend of 1,25 RON per share; ex-date – 3 July 2024, the record date for the dividend – 4 July 2024, and the payment date starting with 22 July 2024;
  • release from liability of the members of the Board of Directors;
  • remuneration report for the year 2023 (advisory, non-binding vote);
  • approval of the revised Remuneration Policy of the Board of Directors (voting item);
  • appointment of the statutory auditor for the for the financial year ending December 31, 2024;
  • designation of the Board of Directors as the competent body to repurchase own Class B Shares;
  • appointment of Board members;
  • approval of granting 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 sections from the Company’s website also contain the English and Romanian complete versions of the 2023 Annual Report, the 2023 Consolidated and Stand-alone Statutory 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, 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

AGENDA

  1. Opening
  2. Annual Report 2023
  3. Board report 2023 (discussion item);
  4. Dividend Policy (discussion item);
  5. Adoption of the 2023 Annual Accounts (voting item);
  6. Distribution of dividend (voting item);
  7. Release from liability of the members of Board of Directors (voting item);
  8. Implementation of the Remuneration Policy and the Remuneration Report for the year 2023
  9. The Remuneration Report for the year 2023 (advisory, non-binding vote);
  10. Approval of the revised Remuneration Policy of the Board of Directors (voting item);
  11. Appointment of Statutory Auditor

Proposal to appoint KPMG N.V. as the statutory auditor of the Company for the financial year 2024 (voting item);

  1. Corporate governance structure and statement of compliance with the Dutch Corporate Governance Code (DCGC)

The Dutch Corporate Governance Code was updated in December 2022. In connection with its revision, applicable as of the reporting year 2023, the Dutch Corporate Governance Code Monitoring Committee recommends to discuss the Company’s compliance with the revised Code 2022 with its general meeting at the AGM in 2024 (discussion item).

  1. 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);

  1. Appointment of the members of the Board of Directors
  2. Re-appointment of Mr. Serghei Bulgac as Executive Director of the Board of Directors (voting item);
  3. Re-appointment of Mr. Valentin Popoviciu as Executive Director of the Board of Directors (voting item);
  4. Re-appointment of Mr. Zoltan Teszari as Non-executive Director and President of the Board of Directors (voting item);
  5. Re-appointment of Mr. Marius Catalin Varzaru as Non-Executive Director and Vice-president of the Board of Directors (voting item);
  6. Re-appointment of Mr. Bogdan Ciobotaru as Non-Executive Director of the Board of Directors (voting item);
  7. Re-appointment of Mr. Emil Jugaru as Non-Executive Director of the Board of Directors (voting item);
  8. Appointment of Mr. Jose Manuel Arnaiz de Castro as Non-Executive Director of the Board of Directors (voting item).
  9. Approval of award of stock options to directors

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

  1. Close of Meeting.

Agenda

The agenda for the AGM and the explanatory notes thereto together with the Annual Report 2023 are available on the website of the Company (www.digi-communications.ro) from 13 May 2024 onwards and are, with effect from the same date, available for inspection and obtainable free of charge at the premises of the Company (tel. +40314006505 and address: 75 Dr. N. Staicovici Street, 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, 28 May 2024 (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. Eliza Popa, the Company’s secretary at the address: 75 Dr. N. Staicovici Street, fourth floor, Bucharest, Romania and by e-mail digi.gsm@digi-communications.ro no later than by Tuesday, 18 June 2024, at 4.00 pm CET. 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 E-vote by ING (https://evote.ingwb.com) no later than by Tuesday, 18 June 2024, at 4.00 pm CET. 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

Class A shareholders: 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) who will not participate in person to the meeting or be represented by their own legal representative may grant a proxy, on behalf of the relevant class A shareholder, 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, all with the right of substitution to:

  • a third person; or
  • Eliza Popa, secretary of the Company (address: 75 Dr. N. Staicovici Street, fourth floor, Bucharest, Romania).

The holder of shares A will notify the Company of an electronic copy of the proxy at the following e-mail address: digi.gsm@digi-communications.ro no later than by Tuesday, 18 June 2024, at 4.00 pm CET.

Class B shares: The 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) who will not participate to the meeting in person or be represented by their own legal representative can grant a proxy to:

  • a third person (based on the Attendance notice and PoA to be obtained on the Company’s website on GSM documents); or
  • Eliza Popa (to be obtained via E-vote by ING https://evote.ingwb.com),

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.

The duly completed and executed power of attorney under which a third person is empowered to represent the class B shareholder at the AGM must be received by the Company for the attention of Mrs. Eliza Popa, Dr. N. Staicovici 75, fourth floor, Bucharest, Romania, or by e-mail: digi.gsm@digi-communications.ro or if the Company’s secretary is empowered, by registering the proxy via the E-vote by ING (https://evote.ingwb.com), no later than by Tuesday, 18 June 2024, at 4.00 pm CET.

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 https://evote.ingwb.com no later than by Tuesday, 18 June 2024 at 4.00 pm CET.

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 343,026 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 636,567,616.

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.

SOURCE: EuropaWire

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

Digi Communications N.V. EGM appointed KPMG N.V. as statutory auditor for FY 2021

BUCHAREST, Romania, 4-Nov-2021— /EuropaWire/ — Digi Communications N.V. (The Company) would like to inform the market and its investors that today, Thursday, 4 November 2021, at 12:00 PM CET, at the offices of Freshfields Bruckhaus Deringer LLP, Strawinskylaan 10, 1077 XZ Amsterdam, the Netherlands, took place the Company’s extraordinary general meeting (the EGM) with respect to which the Company informed its shareholders and the market through the Convocation notice released on 23 September 2021 (the Convocation Notice).

The EGM was attended by shareholders representing 74.61% of the total number of shares with voting rights, respectively 70,843,023 shares.

Following the debates, the EGM has adopted the following decision regarding the point included on the agenda, in accordance with the Convocation Notice:

  • Appointment of Statutory Auditor – KPMG N.V. as statutory auditor for the 2021 financial year.

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

SOURCE: EuropaWire