Tag Archives: Romania

APPROVAL OF STOCK OPTIONS FOR EXECUTIVE DIRECTORS AT DIGI COMMUNICATIONS’ SHAREHOLDERS’ MEETING

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;

4Appointment 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).

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 2024 GSM: https://www.digi-communications.ro/en/corporate/general-share-holders/digi-communications-n-v-gsm-2024

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.

For additional information, please contact us at investor.relations@digi-communications.ro

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. 2022 Annual Financial Report released

BUCHAREST, Romania, 5-Jul-2023 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (The Company) informs the shareholders and investors that the Annual Financial Report for the year ended December 31, 2022 is available starting with 5 July 2023 on the Company’s website (www.digi-communications.ro), under the section Investor Relations.

For additional information, please contact us at investor.relations@digi-communications.ro.

About Digi Communications NV

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 and Portugal.

SOURCE: EuropaWire

Digi Communications N.V will publish its Financial Statements on July, 7, 2023

BUCHAREST, Romania, 29-Jun-2023 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (The Company) has announced that the Company’s Statutory Auditor informed the Company of an up-date regarding the date when the auditor’s opinion will be available, so that the Company can publish its statutory consolidated and stand-alone financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union (“EU”) and Part 9 of book 2 of the Dutch civil code (“Financial Statements”).

The newly estimated date for publishing the Company’s Financial Statements is July, 7, 2023.

The General Meeting of Shareholders will be held after the publication of the Financial Statements, with the due observance of the minimum period of time necessary to inform the Company’s shareholders.

The new 2023 Financial Calendar is available on the official website at: https://www.digi-communications.ro/en/investor-relations/shares/financial-calendar

About Digi Communications NV

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 and Portugal.

SOURCE: EuropaWire

RCS & RDS S.A., Digi Communications N.V. subsidiary in Romania, signs two export credit facilities agreements with ING Bank N.V. for EUR 132m

BUCHAREST, Romania, 25-Apr-2023 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (The Company) would like to inform its investors and the market that on, 24 April 2023, RCS & RDS S.A. (the Company’s subsidiary in Romania – “RCS & RDS”), as borrower, together with the Company and Digi Spain Telecom S.L.U. as original guarantors and ING Bank N.V., as original lender, arranger, facility agent and ECA agent, have concluded two export credit facilities agreements in a total amount of EUR 132,682,761.21, to be used with the purpose of financing the purchase of good and services for developing the Romanian and Portuguese telecommunications networks of the Company’s subsidiaries.

About Digi Communications NV

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 and Portugal.

SOURCE: EuropaWire

RCS & RDS S.A., Digi Communications N.V. subsidiary in Romania, signs a senior facility agreement with several financial institutions

BUCHAREST, Romania, 24-Apr-2023 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (The Company) would like to inform its investors and the market that on, 21 April 2023, RCS & RDS S.A. (the Company’s subsidiary in Romania – “RCS &RDS”), as borrower, the Company and Digi Spain Telecom S.L.U. as original guarantors and ING Bank N.V., BRD-Groupe Societe Generale S.A., Citibank Europe plc, Dublin – Romania Branch, Raiffeisen Bank S.A. and UniCredit S.A., as mandated lead arrangers, other financial institutions listed therein as original lenders have concluded a senior facility agreement (the “SFA”) consisting of: (i) a term loan facility in a total aggregate amount of EUR 150,000,000, for a period not exceeding 31 January 2028; (ii) a revolving credit facility in a total aggregate amount of EUR 100,000,000, for three years from the signing of the SFA, and (iii) one or more incremental facilities not exceeding in aggregate EUR 250,000,000 which may be established and made available in accordance with the SFA. The borrowed amounts may be used by the Company’s Romanian subsidiary for the purposes of debt refinancing, capital expenditure, investments, general corporate and working capital purposes.

About Digi Communications NV

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 and Portugal.

SOURCE: EuropaWire

Digi Communications N.V. will hold its general shareholders meeting on 28 December 2022 in Amsterdam, The Netherlands

BUCHAREST, Romania, 16-November-2022 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (The Company) would like to inform the market and its investors that today, 16 November 2022, 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 Wednesday, 28 December 2022 at 2:00 PM 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 2021 Annual Report (including the annual report, the statutory financial statements – consolidated and stand-alone – and the auditor report);
  • approval of the interim distribution of a gross dividend of 0.85 RON per share; ex-date – 13 September 2022, the record date for the dividend – 14 September 2022, and the payment date starting with 28 September 2022;
  • release from liability of the members of the Board of Directors;
  • 2021 remuneration report (advisory, non-binding vote);
  • appointment of the statutory auditor for the financial year ending December 31, 2022;
  • designation of the Board of Directors as the competent body to repurchase own Class B Shares;
  • approval of award of stock options to an executive director.

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 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 WEDNESDAY, 28 DECEMBER 2022, 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 2021
    a. Board report 2021 (discussion item)
    b. Dividend and Reservations Policy (discussion item)
    c. Adoption of the 2021 Annual Accounts (voting item)
    d. Approval of dividend distribution that was declared and paid as an interim dividend distribution as per Board Resolution from 1 September 2022 (voting item)
    e. Release from liability of the members of Board of Directors (voting item)
  3. Remuneration Report for 2021
    Remuneration Report for 2021 (advisory, non-binding vote)
  4. Appointment of Statutory Auditor
    Proposal to appoint KPMG N.V. as the statutory auditor of the Company for the financial year 2022 (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. Approval of award of stock options to an executive director
    Authorize the Board of Directors to decide upon the award of stock options to an executive director of the Company (voting item)
  7. Close of Meeting

COVID-19
In light of the public health risks arising from outbreak of the COVID-19 virus, the shareholders of the Company (which for the purpose of this notice includes holders of rights of usufruct and pledgees with voting rights) do not need to be present at the AGM in person. Instead, please give your voting instructions by proxy or through the E-vote by ING (https://evote.ingwb.com) – as set out in more detail below.

The Company acknowledges that constraints caused by the outbreak of the COVID-19 virus may restrict the possibility to attend the AGM in person. For this reason, shareholders who decide not to attend the AGM on Wednesday 28 December, 2022, in Amsterdam, the Netherlands, and who wish to submit questions regarding items on the AGM agenda, may submit their questions by email to digi.gsm@digi-communications.ro up to 12:00 pm CET on Wednesday, 21 December 2022, (1:00 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.

Agenda
The agenda for the AGM and the explanatory notes are thereto together with the Annual Report 2021 are available on the website of the Company (www.digi-communications.ro) from 16 November 2022 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 30 November 2022 (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 (address: 75 Dr. N. Staicovici Street, fourth floor, Bucharest, Romania and e-mail digi.gsm@digi-communications.ro) no later than by Wednesday, 21 December 2022, 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 Wednesday, 21 December 2022, 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:

(i) a third person; or
(ii) Mrs. Eliza Popa, secretary of the Company, and to Mrs. Andra Gunescu, lawyer of the Company (address: 75 Dr. N. Staicovici Street, 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 e-mail address: digi.gsm@digi-communications.ro no later than by Wednesday, 21 December 2022 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:

(i) a third person (based on the Attendance notice and PoA to be obtained on the Company’s website on GSM documents); or
(ii) Mrs. 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 Wednesday, 21 December 2022, 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 Wednesday, 21 December 2022 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 597,226 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 636,313,416.

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 and Portugal.

SOURCE: EuropaWire

Digi Communications N.V. Group publishes its ANNUAL REPORT for the year ended December 31, 2021

BUCHAREST, Romania, 16-November-2022 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. informs the shareholders and investors that the Annual Financial Report for the year ended December 31, 2021 is available on the Company’s website (www.digi-communications.ro), under the section Investor Relations.

For additional information, please contact us at investor.relations@digi-communications.ro.

The up-dated version of the 2021 Annual Report (with Digi Communications NV’s statutory consolidated and stand-alone financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union (“EU”) and Part 9 of book 2 of the Dutch civil code) replaces and supersedes the non-statutory consolidated Financial Statements issued as per IFRS EU by the Company on 27.05.2022.

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 and Portugal.

SOURCE: EuropaWire

Digi Communications N.V.’s Q3 2022 Financial Results now available on its website

BUCHAREST, Romania, 15-Nov-2022 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (“Digi” or the “Company”) announces that the Q3 2022 financial results are available on the Company’s website at: https://www.digi-communications.ro/en/investor-relations/shares/financial-results-shares/quarterly-reports-shares

Also, today at 14:00 UK time / 16:00 EEST (Romania local time) it will host a conference call to discuss the Q3 2022 Financial Results.

To participate please follow the instructions from our website: https://www.digi-communications.ro/en/see-file/Conf-Call-Registration-Q3-2022-Financial-Results-Presentation.pdf and pre-register for the call. The deadline for pre-registration is until 12:00 UK time / 14:00 EEST (Romania local time).

About Digi Communications NV

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

RCS&RDS, Digi Communications N.V. subsidiary in Romania, wins the auction for certain radio frequency rights in the country

BUCHAREST, Romania, 15-Nov-2022 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (“Digi” or the “Company”) announces that on November, 14, 2022 the Romanian Authority for Telecommunications (ANCOM) finalised the auction for the allocation of rights in 700 MHz, 1500 MHz, 2600 MHz and 3400-3800 MHz bands.

ANCOM designated RCS&RDS as winner of the frequency rights in the 2600 MHz (4 blocks in 2×5 MHz – FDD) and 3400-3800 MHz (5 blocks in 10 MHz – TDD) bands.

The value of the frequency rights is of EUR 45,500,000.

The Company welcomes ANCOM’s decision which will allow RCS&RDS to continue the growth of its innovative digital communication services and the implementation of new technologies, providing broadband connectivity at all economic and social levels, at the same affordable tariffs.

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 and Portugal.

SOURCE: EuropaWire

Digi Communications N.V. announces November, 15, 2022 as the new estimated date for publishing its Financial Statements

BUCHAREST, Romania, 9-Nov-2022 — /EPR FINANCIAL NEWS/ — On 8 November, 2022 the Digi Communications N.V.’s Statutory Auditor informed the Company of a new up-date regarding the date when the auditor’s opinion will be available in order for the Company to publish its statutory consolidated and stand-alone financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union (“EU”) and Part 9 of book 2 of the Dutch civil code (“Financial Statements”).

As per KPMG’s notification, the newly estimated date for publishing the Company’s Financial Statements is November, 15, 2022.

The General Meeting of Shareholders will be held after the publication of the Financial Statements, with the due observance of the minimum period of time necessary to inform the Company’s shareholders.

The new 2022 Financial Calendar is available on the official website at: https://www.digi-communications.ro/en/investor-relations/shares/financial-calendar

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.

SOURCE: EuropaWire

Digi Communications N.V. approves the distribution of an interim dividend

BUCHAREST, Romania, 1-Sep-2022 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (The Company) would like to inform its investors and the market that on September 1, 2022 the Company’s Board of Directors approved the distribution of a gross dividend in cash of 0.85 RON per outstanding share, which totals to an amount of RON 80,711,251.05, equivalent to approximately EUR 16,605,544.92, translated at the exchange rate reported by the National Bank of Romania applicable on 31.08.2022.

The class B shares will be quoted ex-dividend from 13 September 2022 and the record date for the dividend shall be 14 September 2022. It is expected that the dividend will be paid on or around 28 September 2022.

The Company also informs the market and investors that, due to a longer than initially estimated audit process, the Company will not publish its statutory consolidated and stand-alone financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union (“EU”) and Part 9 of book 2 of the Dutch civil code, on 16 September, as previously announced and that, consequently, the Company’s General Shareholders Meeting will be postponed. We expect to publish the financial statements in the first week of October.

About Digi Communications NV

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 and Portugal.

SOURCE: EuropaWire

Digi Communications N.V.: RCS&RDS wins the frequency rights in the 800 MHz, 2600 MHz and 2600 MHz in Romania

BUCHAREST, Romania, 28-Oct-2021 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (The Company) would like to inform the market and its investors that on October, 27, 2021, the Portuguese Authority for Telecommunications (ANACOM) finalised the auction which began on December 22, 2020, for the allocation of the frequency user rights in the 700 MHz, 900 MHz, 1800 MHz, 2.1 GHz, 2.6 GHz and 3.6 GHz bands.

ANACOM designated the Group’s Portuguese subsidiary, Dixarobil Telecom, Sociedade Unipessoal, Lda. (Dixarobil) as winner of the frequency user rights in the 900 MHz (2×5 MHz), 1800 MHz (2×5 MHz), 2.6 GHz (2×5 MHz FDD and 25 MHz TDD), 3.6 GHz (40MHz) bands. The total price of the frequency user rights is EUR 67.34 million.

The user rights will be finally allotted thorough a decision to be taken by ANACOM’s Board of Directors, in the following period.

The Company welcomes ANACOM’s decision which will allow the Group to expand its business on the Portuguese market, in order to provide high quality, affordable telecommunication services, based on the latest technologies.

SOURCE: EuropaWire

Digi Communications N.V. posts its Q3 2021 Financial Results

BUCHAREST, Romania, 12-Nov-2021 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (“Digi” or the “Company”) announces that the Q3 2021 Financial Results are available on the Company’s website at:

https://www.digi-communications.ro/en/investor-relations/shares/financial-results-shares/quarterly-reports-shares

Also, today at 14:00 UK time / 16:00 EEST (Romania local time) it will host a conference call to discuss the Q3 2021 Financial Results.

To participate please follow the instructions from our website: https://www.digi-communications.ro/en/see-file/Conf-Call-Q3-2021-Financial-Results-log-in-details.pdf and pre-register for the call. The deadline for pre-registration is until 12:00 UK time/ 14:00 EEST (Romania local time).

SOURCE: EuropaWire

Digi Communications N.V. to hold its Q3 2021 financial results Investors Call on 12 November 2021

BUCHAREST, Romania, 4-Nov-2021— /EPR FINANCIAL NEWS/ — 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

The Bucharest Court of Appeal quashed the Bucharest Tribunal decision against RCS & RDS S.A.

BUCHAREST, Romania, 1-Nov-2021 — /EPR FINANCIAL NEWS/ — In connection with the investigation triggered by the Romanian National Anti-Corruption Directorate (“DNA”), which we have previously disclosed to the market and to our investors in the initial public offering prospectus dated 26 April 2017, in the supplemental prospectus dated 8 May 2017, as well as in the subsequent public reports, the Company would like to inform its investors and the market that, based on the information published on the official platform of the court on November, 1, 2021, the Bucharest Court of Appeal granted, amongst other appeals, the appeals of RCS&RDS S.A., Integrasoft S.R.L. and of certain directors.

The Court of Appeal quashed the decision of the Bucharest Tribunal from January, 15, 2019 in its entirety. The judgement is final and no remedy against this decision is admissible at this point.

The file will be sent for retrial, to the competent court, which is the Bucharest Court of Appeal, starting with the procedure of the preliminary chamber.

As we stated since the beginning of this investigation, it is our firm belief that RCS&RDS S.A., Integrasoft S.R.L. and their current and former officers have acted appropriately and in compliance with the laws. We have faith in the Romanian legal system and in a correct solution in this case following its retrial by the competent court.

SOURCE: EuropaWire

Digi Communications N.V.’s Portuguese subsidiary Dixarobil Telecom winner in ANACOM’s frequency user rights auction in Portugal

BUCHAREST, Romania, 28-Oct-2021 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (The Company) would like to inform the market and its investors that on October, 27, 2021, the Portuguese Authority for Telecommunications (ANACOM) finalised the auction which began on December 22, 2020, for the allocation of the frequency user rights in the 700 MHz, 900 MHz, 1800 MHz, 2.1 GHz, 2.6 GHz and 3.6 GHz bands.

ANACOM designated the Group’s Portuguese subsidiary, Dixarobil Telecom, Sociedade Unipessoal, Lda. (Dixarobil) as winner of the frequency user rights in the 900 MHz (2×5 MHz), 1800 MHz (2×5 MHz), 2.6 GHz (2×5 MHz FDD and 25 MHz TDD), 3.6 GHz (40MHz) bands. The total price of the frequency user rights is EUR 67.34 million.

The user rights will be finally allotted thorough a decision to be taken by ANACOM’s Board of Directors, in the following period.

The Company welcomes ANACOM’s decision which will allow the Group to expand its business on the Portuguese market, in order to provide high quality, affordable telecommunication services, based on the latest technologies.

SOURCE: EuropaWire

Digi Communications N.V. to hold EGM for the appointment of KPMG N.V. as its Statutory Auditor for FY2021

BUCHAREST, Romania, 23-Sep-2021 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (The Company) would like to inform the market and its investors that today, 23 September 2021, the Board of Directors of the Company convenes the extraordinary general meeting of shareholders (the “EGM”) of the Company (Digi Communications N.V.), to be held on Thursday, 4 November 2021 at 12:00 p.m. CET (13:00 p.m. EET), at the offices of Freshfields Bruckhaus Deringer LLP (Amsterdam office), Strawinskylaan 10, 1077 XZ Amsterdam, The Netherlands.

The EGM is convened in order to appoint KPMG N.V. as the Company’s Statutory Auditor for the financial year 2021, replacing the Company’s former statutory auditor (i.e., Ernst & Young Accountants LLP) that was appointed by the annual general meeting of 18 May 2021. This proposal follows Ernst & Young Accountants LLP’s decision to cease their services due to reasons not related to the Company.

Ernst & Young Accountants LLP’s notification occurred outside of the typical financial reporting cycle and, as a result, the Company expects to be late with the issuance of 2021 statutory audited financial statements, also for reasons related to standard audit procedures and inherent processes and requirements related to onboarding of new clients by an audit firm.

On or before 31 July 2022, the Company estimates that it will publish the audited statutory consolidated and stand-alone financial statements issued in accordance with Dutch accounting standards applicable to our Company (i.e., IFRS as adopted by the European Union and Part 9 of book 2 of the Dutch civil code). The annual General Shareholders Meeting to, inter alia, approve the statutory consolidated and stand-alone financial statements will then only be convened upon publication of the same.

Nevertheless, the Company will disclose to the market the relevant management information, including management accounts on 30 April, 2022. Therefore, the Company will publish the 2021 annual report accompanied by audited non-statutory consolidated financial statements issued in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union.

The topic of the EGM is the proposal of KPMG N.V. as the Company’s statutory auditor for the 2021 financial year.

We kindly invite investors 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 EGM.

The document named ‘Agenda and explanatory notes’ contains a detailed description regarding the item for the EGM.

Any shareholder interested in attending or voting at the EGM 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). The shareholders will also be provided with the possibility to cast their votes via Evote by ING (please see the convening notice attached this report).

SOURCE: EuropaWire

Digi Communications N.V. approves 39,000 stock options for RCS&RDS employees

BUCHAREST, Romania, 25-Aug-2021 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (The Company) would like to inform the market and its investors that the Company’s Board of Directors has approved the grant of a number of 39,000 stock options within the stock option programme granted to the benefit of employees of the Company’s Romanian subsidiary, RCS&RDS S.A, pursuant to the Company’s Stock Option Plan.

The vesting of the options is conditional upon the fulfilment of the performance criteria, with the vesting period being set at a minimum of 1 year as of the grant date.

SOURCE: EuropaWire

Digi Communications NV H1 2021 Financial Results released

BUCHAREST, Romania, 13-Aug-2021 — /EPR FINANCIAL NEWS/ — Digi Communications N.V. (“Digi” or the “Company”) announces that the H1 2021 financial results are available on the Company’s website.

For details, please see:

https://www.digi-communications.ro/en/investor-relations/shares/financial-results-shares/half-year-reports-shares

Also, today at 14:00 UK time/ 16:00 EEST (Romania local time) it will host a conference call to discuss the H1 2021 Financial Results.

To participate please follow the instructions from our website: https://www.digi-communications.ro/en/see-file/Conference-Call-presentation-H1-2021_Financial-Results_log-in-details.pdf and pre-register for the call. The deadline for pre-registration is until 12:00 UK time/ 14:00 EEST (Romania local time).

SOURCE: EuropaWire