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Digi Communications N.V.

Annual Report Nov 14, 2025

6226_rns_2025-11-14_74492b4e-a339-4cc7-a82a-251c54c4bb30.pdf

Annual Report

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3RD QUARTER 2025 – FINANCIAL REPORT for the three-month period ended September 30, 2025

DIGI COMMUNICATIONS N.V. ("Digi")

(the "COMPANY")

(Digi, together with its direct and indirect consolidated subsidiaries are referred to as the "Group")

FINANCIAL REPORT (the "REPORT") for the three-month period ended September 30, 2025

This Unaudited Interim Condensed Consolidated Financial Report for the period ended 30 September 2025 refers to the Unaudited Condensed Consolidated Interim Financial Statements prepared in accordance with IAS 34 "Interim Financial Reporting".

Table of contents

Important Information4
Cautionary Note Regarding Forward-Looking Statements 5
Operating and Market Data 6
Non-GAAP Financial Measures 7
Rounding 7
Management's Discussion and Analysis of Financial Condition and Results of Operations8
Overview 9
Historical Results of Operations 14
Main variations of assets and liabilities as at September 30, 2025 21
Management Statement for the Interim Condensed Consolidated Financial Statements of Digi
Communications NV Group for the nine-month period ended 30 September 202522
Management Statement for the Interim Condensed Consolidated Financial Statements of Digi Communications
NV Group for the nine months period ended 30 September 2025 22
Condensed Consolidated Interim Financial Report23

Important Information

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA OR IN ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

The contents of this document have been prepared by and are the sole responsibility of DIGI Communications N.V. (the "Company", and, together with its subsidiaries, "DIGI"), exclusively for its use during the presentation of the financial results of the Company as of and for the three-month period ended September 30, 2025. Therefore it cannot be disclosed or made public by any person or entity with an aim other than the one expressed above, without the prior written consent of the Company. The Company does not assume any liability for the content of this document if used for different purposes thereof.

The information and any opinions or statements made in this document have not been verified by independent third parties nor audited; therefore no express or implied warranty is made as to the impartiality, accuracy, completeness or correctness of the information or the opinions or statements expressed herein.

Neither DIGI nor any of its advisors or representatives assume liability of any kind, whether for negligence or any other reason, for any damage or loss arising from any use of this document or its contents.

The information contained in this document on the price at which securities issued by the Company have been bought or sold, or on the performance of those securities, cannot be used to predict the future performance of securities issued by the Company.

Neither this document nor any part of it constitutes a contract, nor may it be used for incorporation into or construction of any contract or agreement.

This document is not an offer to sell or a solicitation of any offer to buy or acquire any securities issued by DIGI in accordance with the provisions of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "Prospectus Regulation"). In addition, this document does not constitute an offer of purchase, sale or exchange, nor a request for an offer of purchase, sale or exchange of securities, nor a request for any vote or approval in any other jurisdiction.

Any purchase, subscription, sale or disposal of securities of DIGI should be made solely on the basis of the information contained in the prospectus to be registered with, and approved by, the relevant regulatory authority in connection with any proposed offering of securities by DIGI, that is to be published in due course and which would supersede this document in its entirety. The prospectus may contain information different from the information contained in this document.

This document is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any State of the United States and the District of Columbia, the "United States"), Canada, Australia, South Africa or Japan and do not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States, Canada, Japan, South Africa or Australia.

Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.

In the United Kingdom, this document is only being distributed to, and is only directed at persons who are both (a) "qualified investors" within the meaning of the European Union Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and (b) either (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Promotion Order; or (ii) persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Financial Promotion Order; or (iii) other persons to whom it may otherwise lawfully be communicated (all such persons under (a) and (b) together being referred to as "relevant persons"). The securities referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person in the United Kingdom who is not a relevant person should not take any action on the basis of this document and should not act or rely on it.

The information contained herein does not constitute an offer of securities to the public in the United Kingdom within the meaning of Section 85 of the Financial Services and Markets Act 2000, as amended. Neither this document nor any part of it forms the basis of or may be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

This document should not be distributed, published or reproduced in whole or in part or disclosed by recipients and any such action may be restricted by law in certain jurisdictions. Persons receiving this document should inform themselves about and observe any such restriction: failure to comply may violate securities laws of any such jurisdiction.

Cautionary Note Regarding Forward-Looking Statements

This document may include statements, including financial and operational medium term objectives of DIGI that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the business, results of operations, financial position, liquidity, prospects, growth or strategies of DIGI, many of which are difficult to predict and generally beyond the control of the Company, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking statements. Forward-looking statements are not guarantees of future performance, speak only as of the date they are made and are subject to change without notice.

The forward-looking statements contained in this Report are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors, some of which are discussed below. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management's assumptions about future events may prove to be inaccurate. We caution all readers that the forward-looking statements contained in this report are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, many of which are beyond our control, and risks exist that the predictions, forecasts, projections and other forwardlooking statements will not be achieved. You should be aware that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include, without limitation, various risks related to our business, risks related to regulatory matters and litigation, risks related to investments in emerging markets, risks related to our financial position as well as risks related to the notes and the related guarantee.

Any forward-looking statements are only made as of the date of this Report. Accordingly, we do not intend, and do not undertake any obligation, to update forward-looking statements set forth in this Report. You should interpret all subsequent written or oral forward-looking statements attributable to us or to persons acting on our behalf as being qualified by the cautionary statements in this Report. As a result, you should not place undue reliance on such forward-looking statements.

Operating and Market Data

Throughout this Report, we refer to persons who subscribe to one or more of our services as customers. We use the term revenue generating unit ("RGU") to designate a subscriber account of a customer in relation to one of our services. We measure RGUs at the end of each relevant period. An individual customer may represent one or several RGUs depending on the number of our services to which it subscribes. More specifically:

  • for our cable TV and DTH services, we count each basic package that we invoice to a customer as an RGU, without counting separately the premium add-on packages that a customer may subscribe for;
  • for our fixed internet and data services, we consider each subscription package to be a single RGU;
  • for our fixed-line telephony services, we consider each phone line that we invoice to be a separate RGU, so that a customer will represent more than one RGU if it has subscribed for more than one phone line; and
  • for our mobile telecommunication services, we consider the following to be a separate RGU: (a) for pre-paid services, each mobile voice and mobile data SIM with active traffic in the last month of the relevant period; and (b) for post-paid services, each separate SIM on a valid contract.

As our definition of RGUs is different for our different business lines, you should use caution when comparing RGUs between our different business lines. In addition, since RGUs can be defined differently by different companies within our industry, you should use caution in comparing our RGU figures to those of our competitors. We use the term average revenue per unit ("ARPU") to refer to the average revenue per RGU in a geographic segment or the Group as a whole, for a period by dividing the total revenue of such geographic segment, or the Group, for such period, (a) if such period is a calendar month, by the total number of RGUs invoiced for services in that calendar month; or (b) if such period is longer than a calendar month, by (i) the average number of relevant RGUs invoiced for services in that period and (ii) the number of calendar months in that period. In our ARPU calculations we do not differentiate between various types of subscription packages or the number and nature of services an individual customer subscribes for. Because we calculate ARPU differently from some of our competitors, you should use caution when comparing our ARPU figures with those of other telecommunications companies.

In this Report RGUs and ARPU numbers presented under the heading "Other" are the RGUs and ARPU numbers of our Italian subsidiary.

Non-GAAP Financial Measures

In this report, we present certain financial measures that are not defined in and, thus, not calculated in accordance with IFRS, U.S. GAAP or generally accepted accounting principles in any other relevant jurisdiction. This includes EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin (each as defined below). Because these measures are not standardized, companies can define and calculate these measures differently, and therefore we urge you not to use them as a basis for comparing our results with those of other companies.

We calculate EBITDA by adding back to our consolidated operating profit or loss charges for depreciation, amortisation and impairment of assets. Adjusted EBITDA is EBITDA adjusted for the effect of non-recurring and one-off items. Adjusted EBITDA Margin is the ratio of Adjusted EBITDA to the sum of our total revenue and other operating income. EBITDA, Adjusted EBITDA or Adjusted EBITDA Margin under our definition may not be comparable to similar measures presented by other companies and labelled "EBITDA", "Adjusted EBITDA" or "Adjusted EBITDA Margin," respectively.

We believe that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are useful analytical tools for presenting a normalized measure of cash flows that disregards temporary fluctuations in working capital, including due to fluctuations in inventory levels and due to timing of payments received or payments made. Since operating profit and actual cash flows for a given period can differ significantly from this normalized measure, we urge you to consider these figures for any period together with our data for cash flows from operations and other cash flow data and our operating profit. You should not consider EBITDA, Adjusted EBITDA or Adjusted EBITDA Margin as substitutes for operating profit or cash flows from operating activities.

In Note 3 to the Interim Financial Statements, as part of our "Other" segment we reported EBITDA of (i) our Italian operations, together with operating expenses of Digi and Portugal. In this Report, EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin represent the results of our Romanian, Spanish, Portuguese and Italian subsidiaries and operating expenses of Digi.

Rounding

Certain amounts that appear in this Report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial condition and results of operations of the Group should be read in conjunction with the unaudited interim condensed consolidated financial statements of the Group as of September 30, 2025.

The following discussion includes forward-looking statements based on assumptions about our future business. Our actual results could differ materially from those contained in these forward-looking statements as a result of many factors, including but not limited to those described in sections captioned "Forward-Looking Statements" of this Report.

Overview

We are a fast-growing European telecom challenger, with strong presence in our core countries Romania and Spain, historic presence in Italy and recently launched operations in Portugal and Belgium.

  • Romania. We offer a comprehensive suite of fixed and mobile telecommunication services to our customers in Romania. Our fixed services in the country include pay TV (cable TV and DTH), fixed internet and data and fixed-line telephony. We operate Romania's largest fixed fiber optic network and our mobile network provides the widest population coverage among mobile operators.
  • Spain. We offer IPTV, fixed internet and data and fixed-line telephony services through our own FTTH network and based on wholesale indirect access agreements through the SOTA Network and the fixed network of Telefónica. We provide mobile telecommunication services in the country as an MVNO through Telefónica's mobile network. Since January 2025, we have also been providing mobile telecommunication services as an MNO via the Spanish National Roaming Agreement and the Spanish RAN Sharing and Spectrum Sharing Agreement with Telefónica.
  • Portugal. We have been developing our own network in Portugal since 2021, when we acquired certain spectrum licenses. In addition, on October 25, 2024, we acquired NOWO, Portugal's fourth largest telecom operator. Since November 2024, we have been offering a full range of telecommunication services under the DIGI brand, including cable TV and IPTV, fixed internet and data, fixed-line telephony and mobile telecommunication services. We also continue servicing customers not yet migrated to the DIGI platform under the NOWO brand. We offer fixed services through our own FTTH and HFC networks, as well as through limited third-party networks.
  • Italy. We provide mobile telecommunication services as an MVNO through the mobile network of Vodafone Italy. We have also started a roll-out of our fixed network in the country, which is currently in an early development stage.
  • Belgium. On July 16, 2025 and on November 4, 2025, we completed a series of transactions to consolidate all our existing operations in Belgium into our direct subsidiary, Digi Communications Belgium N.V. We originally expanded into the country in December 2024, by introducing fixed and mobile service offerings through a joint venture with Citymesh. Currently, we are not consolidating these operations and we report our investment on an equity basis. Our current offerings in the country include fixed internet and data and fixed-line telephony on our own network, and mobile telecommunication services on our own network and through a national roaming services agreement with Proximus.

For the three months ended September 30, 2025, we had revenues and other income of €561.1 million, net profit of €16.7 million and Adjusted EBITDA of €188.2 million.

Recent Developments

Business transactions

Telekom Transaction

On 1 October 2025, DIGI Romania S.A. completed the acquisition from Telekom Romania Mobile Communications S.A. ("TKRM") of (i) certain assets including certain spectrum licences and telecommunications towers as well as (ii) the business of providing prepaid mobile telecommunications services for an aggregate effective consideration of EUR 40 million. In a concomitant transaction, Vodafone Romania S.A. acquired TKRM.

As of the date of issuance of these financial statements, management is evaluating the appropriate accounting treatment for the transaction.

Restructuring of the Belgian operations- Debt-to-Equity Conversion

On 4 November 2025, DIGI Romania S.A., Citymesh DIGI Holding NV, and DIGI Communications Belgium NV (the Company) entered into Addendum to the existing Shareholders' Agreement dated 4 July 2025 (as amended on 15 July 2025). Under this addendum, the parties agreed to convert existing shareholder loans granted to DIGI Communications Belgium NV into equity, in order to strengthen the Company's capital position and support future funding. The conversion took effect immediately on 4 November 2025, resulting in an increase in the Company's equity and a corresponding reduction of shareholder debt. DIGI Romania S.A. holds a 76.91% majority stake in the Company, which operates as a joint venture.

As of the date of issuance of these financial statements, management is evaluating the appropriate accounting treatment for the transaction.

Exploring an IPO in Spain

In line with its strategy to continue improving the capital structure and long-term financing position of its subsidiaries, the Group is currently exploring an initial public offering ("IPO") for a minority stake of DIGI Spain. Such IPO may involve existing and newly issued shares to support DIGI Spain's capital expenditure plans. The shares of DIGI Spain are expected to be listed on the Spanish stock exchanges. DIGI Spain has appointed advisers for these purposes. The Group's decision to proceed with any such transaction, including its terms and timing, will depend on market conditions and other relevant considerations.

The Group is not currently contemplating any transactions that would lead to a loss of control over any of its major subsidiaries, including DIGI Spain, and remains focused on initiatives that will enhance long-term value creation across the Group.

Financing

New senior secured notes

On 22 October 2025, DIGI Romania S.A., a Romanian subsidiary of the Company ("Digi Romania") has successfully priced the offering (the "Offering") of its EUR 600 million 4.625% senior secured notes due 2031 (the "Notes"). Barclays Bank Ireland PLC and Citigroup Global Markets Europe AG acted as Joint Global Coordinators and Joint Physical Bookrunners in relation to the Offering. ING Bank N.V., Banco Santander S.A., Société Générale and Unicredit Bank GmbH acted as Joint Bookrunners. The settlement of the Notes took place on 29 October 2025.The gross proceeds of part of the Offering amounting to EUR 600 million will be used (such use, together with the Offering, the "Refinancing"): (a) to redeem the entire outstanding aggregate principal amount of EUR 400 million 3.25% senior secured notes due 2028 issued by Digi Romania; (b) partially prepay the Facility A under the senior facilities agreement dated 21 April 2023, between, among others, Digi Romania as borrower, the Company as guarantor, 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, and several other financial institutions, as lenders (the "2023 Senior Facilities Agreement"); (c) to partially prepay the term loan Facility A under the the senior facilities agreement dated June 3, 2024 (as amended and restated on September 12, 2024, and on December 5, 2024), between, among others, Digi Romania, ING Bank N.V. as mandated lead arranger, ING Bank N.V., London Branch, as facility agent, and several other financial institutions, as lenders (the "2024 Senior Facilities Agreement"); (d) to partially prepay certain of our other secured short-term debt; (e) for general corporate purposes and (f) to pay costs, expenses and fees in connection with the Refinancing (including accrued but unpaid interest, the Initial Purchasers' fees, legal and accounting fees and other transaction costs). On 7 November 2025, the Central Bank of Ireland has approved the prospectus for the admission to trading of the EUR 600 million 4.625% senior secured notes due 2031 (ISIN XS3216614084) issued by Digi Romania on 29 October (the "Notes") and Euronext Dublin has approved the admission to trading of the Notes on the regulated market operated by it. The Notes are thus listed on the Official List of Euronext Dublin and traded on its regulated market.

Basis of Financial Presentation

The Group prepared its Interim Financial Statements as of September 30, 2025 in accordance with IFRS as adopted by the EU. For the periods discussed in this Report, the Group's presentation currency was the euro. The Group's financial year ends on December 31 of each calendar year. All amounts presented are for continuing operations unless otherwise stated.

Functional Currencies and Presentation Currency

Each Group entity prepares individual financial statements in its functional currency, which is the currency of the primary economic environment in which such entity operates. As our operations in Romania and Spain generated approximately 53% and 42%, respectively, of our consolidated revenue for the three months ended September 30, 2025 our principal functional currencies are the Romanian leu and EUR.

The Group presents its consolidated Interim Financial Statements in euros. The Group uses the euro as the presentation currency of its consolidated Interim Financial Statements because management analysis and reporting are prepared in euros, as the euro is the most used reference currency in the telecommunication industry in the European Union.

Presentation of Revenue and Operating Expenses

Our Board of Directors evaluates business and market opportunities and considers our results primarily on a countryby-country basis. We currently generate revenue in Romania, Spain, Italy and Portugal. We currently incur operating expenses in Romania, Spain, Italy and Portugal.

Revenue and operating expenses from our operations are broken down into the following geographic segments: Romania, Spain, Portugal and Other (the other segment includes Italy).

In line with our management's consideration of the Group's revenue generation we further break down revenue generated by each of our four geographic segments in accordance with our four principal business lines: (1) Pay TV; (2) fixed internet and data; (3) mobile telecommunication services; and (4) fixed-line telephony.

Exchange rates

The following table sets out, where applicable, the period end and average exchange rates for the periods under review of the euro against each of our principal functional currencies, in each case as reported by the relevant central bank on its website (unless otherwise stated):

Value of one euro in the relevant
currency
As at and for the three months ended September 30, As at and for the nine months
ended September 30,
2025 2024 2025 2024
Romanian leu (RON)(1)
Period end rate 5.08 4.98 5.08 4.98
Average rate 5.07 4.97 5.03 4.97
U.S. dollar (USD) (1)
Period end rate 1.17 1.12 1.17 1.12
Average rate 1.17 1.10 1.12 1.09

(1) According to the exchange rates published by the National Bank of Romania.

In the three months ended September 30, 2025, we had a net foreign exchange loss (which is recognized in net finance result on our statement of comprehensive income) of €0.7 million. In the three months ended September 30, 2024, we had a net foreign exchange gain of €2.6 million.

In the nine months ended September 30, 2025, we had a net foreign exchange loss (which is recognized in net finance results on our statement of comprehensive income) of €10.5 million. In the nine months ended September 30, 2024 we had a net foreign exchange gain of €1.0 million.

Growth in Business, RGUs and ARPU

Our revenue is mostly a function of the number of our RGUs and ARPU. Neither of these terms is a measure of financial performance under IFRS, nor have these measures been reviewed by an outside auditor, consultant or expert. Each of these measures is derived from management estimates. As defined by our management, these terms may not be comparable to similar terms used by other companies.

The following table shows our RGUs (thousand) and monthly ARPU (€/month) by geographic segment as at and for the three-month period ended September 30, 2025 and 2024:

RGUs (thousand)/ARPU (€/month) As at and for the three months
ended September 30,
% change
2025 2024
Romania
RGUs(1)
Fixed 11,903 11,488 3.6%
Of which
Pay TV (2) 5,992 5,825 2.9%
Fixed internet and data (3) 5,096 4,804 6.1%
Fixed-line telephony (3) 815 859 (5.1%)
Mobile (4) 7,245 6,398 13.2%
ARPU (5) 4.5 4.5 0.0%
Spain
RGUs(1)
Fixed 3,332 2,391 39.4%
Of which
Pay TV (2) 133 - 100.0%
Fixed internet and data 2,431 1,809 34.4%
Fixed-line telephony 768 582 32.0%
Mobile(4) 6,931 5,550 24.9%
ARPU (5) 7.8 8.7 (10.3%)
Portugal
RGUs(1)
Fixed 370 - 100.0%
Of which
Pay TV (2) 128 - 100.0%
Fixed internet and data 150 - 100.0%
Fixed-line telephony 92 - 100.0%
Mobile(4) 443 - 100.0%
ARPU (5) 6.9 - 100.0%
Other
RGUs(1) (6)
Mobile(4) 521 475 9.7%
ARPU (5)(7) 5.5 5.6 (1.8%)
RGUs Group(1) (8) 30,745 26,302 16.9%
ARPU Group(5) 5.7 5.8 (1.7%)
  • (1) RGUs, or revenue generating units, represent the number of customer accounts at period end. A single customer can account for several RGUs.
  • (2) Includes RGUs for cable TV, IPTV and DTH services, as applicable.
  • (3) Includes residential and business RGUs.
  • (4) Includes mobile telephony and mobile internet and data RGUs.
  • (5) ARPU is average revenue per RGU for a period. We calculate it by dividing the total revenues of such segment for such period (a) if such period is a calendar month, by the total number of relevant RGUs invoiced for services in that calendar month; or (b) if such period is longer than a calendar month, by (i) the average number of relevant RGUs invoiced for services in that period and (ii) the number of calendar months in that period.
  • (6) Represents our RGUs in Italy. Does not include our fixed services RGUs in Italy, as those services are immaterial.
  • (7) Represents our ARPU in Italy. Does not include our fixed services ARPU in Italy, as those services are immaterial.
  • (8) Does not include RGUs in Belgium. We started our operations in Belgium in December 2024 through a joint venture with Citymesh. As of September 30, 2025, we are not consolidating these operations and we report our investments on an equity basis. As of September 30, 2025, we had approximately 78,000 mobile services RGUs in Belgium.

Historical Results of Operations

Results of Operations for the three and nine months ended September 30, 2025 and 2024

As at and for the three months
ended
As at and for the nine months
ended
September 30, September 30,
(€ millions) 2025 2024 2025 2024
Revenues
Romania 299.5 281.3 881.0 816.1
Spain 236.1 202.8 681.1 571.9
Portugal 17.6 0.1 52.5 0.1
Other 8.6 7.8 25.5 23.0
Elimination of intersegment revenues (0.9) (1.4) (2.4) (2.4)
Total revenues 560.9 490.6 1,637.7 1,408.7
Other income 10.8 390.2 46.6 393.4
Other expenses (0.1) - (0.5) (0.0)
Operating expenses
Romania (160.3) (152.0) (465.7) (436.5)
Spain (174.9) (152.8) (537.2) (439.1)
Portugal (29.4) (3.6) (88.2)
Other (8.0)
Elimination of intersegment expenses (9.2) (8.3) (26.9) (22.2)
Depreciation, amortisation and impairment of 0.9
(143.0)
1.4
(119.4)
2.4
(430.3)
2.4
(350.5)
tangible and intangible assets
Total operating expenses (515.9) (434.7) (1,546.0) (1,253.9)
Operating profit 55.7 446.0 137.8 548.2
Finance income 3.4 5.5 10.4 12.6
Finance expense (30.1) (20.9) (108.4) (63.0)
Net finance costs (26.7) (15.4) (97.9) (50.4)
Share of loss of equity-accounted investees (5.5) - (5.5) (1.0)
Profit before taxation 23.4 430.6 34.4 496.8
Income tax expense (6.8) (89.4) (3.1) (98.6)
Profit for the period 16.7 341.2 31.3 398.1
Three months
ended
Three months
ended
Nine months
ended
Nine months
ended
30 September
2025
30 September
2024
30 September
2025
30 September
2024
Revenues 560.9 490.6 1,637.7 1,408.7
Other income 10.8 390.2 46.6 393.4
EBITDA
Operating profit 55.7 446.0 137.8 548.2
Depreciation, amortization and impairment and
revaluation impact
143.0 119.4 430.3 350.5
EBITDA 198.7 565.4 568.2 898.7
Other income (10.6) (388.2) (41.7) (388.2)
Other expenses 0.1 - 0.5 0.0
Adjusted EBITDA 188.2 177.3 527.0 510.5
IFRS 16 impact (31.2) (26.5) (91.8) (75.1)
Adjusted EBITDA ex-operating leases 157.0 150.8 435.1 435.4

Revenues

Our revenues (excluding intersegment revenue and other income) for the three-month period ended September 30, 2025 was €560.9 million, compared with €490.6 million for the three-month period ended September 30, 2024, an increase of 14.3%.

Our revenues (excluding intersegment revenue and other income) for the nine-month period ended September 30, 2025 was €1,637.7 million, compared with €1,408.7 million for the nine-month period ended September 30, 2024, an increase of 16.3%.

The following table shows the distribution of revenue by geographic segment and business line for the three and ninemonth period ended September 30, 2025 and 2024:

As at and for the three months ended September 30, As at and for the nine mon ended September 30,
2025 2024 %
change
2025 2024 %
change
(€millions)
Country
Romania 298.8 280.0 6.7% 879.1 813.9 8.0%
Spain 235.9 202.7 16.4% 680.6 571.7 19.0%
Portugal 17.6 n.m 100.0% 52.5 n.m. 100.0%
Other (1) 8.6 7.8 10.5% 25.5 22.9 11.1%
Total 560.9 490.6 14.3% 1,637.7 1,408.7 16.3%
Category
Fixed services (2) 282.6 242.4 16.6% 825.7 707.2 16.7%
Mobile services 230.6 205.0 12.5% 673.2 582.5 15.6%
Other (3) 47.7 43.1 10.6% 138.8 118.9 16.7%
Total 560.9 490.6 14.3% 1,637.7 1,408.7 16.3%

(1) Represents revenues from our operations in Italy, as well as certain immaterial revenues generated in other jurisdictions.

(2) Includes revenues from our pay TV, fixed internet and data and fixed telephony services.

(3) Represents primarily revenues from sales of handsets and other CPE, sale of electricity, green certificates, as well as advertising revenues.

Revenues in Romania for the three-month period ended September 30, 2025 was €298.8 million compared with €280.0 million for the three-month period ended September 30, 2024, an increase of 6.7%. This increase was primarily driven by the increase of mobile, fixed internet and data and pay TV RGUs in the period.

Our Pay TV RGUs increased from approximately 5.8 million as at September 30, 2024 to approximately 6.0 million as at September 30, 2025, or by 2.9%, and our fixed internet and data RGUs increased from approximately 4.8 million as at September 30, 2024 to approximately 5.1 million as at September 30, 2025, or by 6.1%. These were organic increases, primarily due to our attractive fixed internet and data and pay TV packages.

Mobile RGUs increased from approximately 6.4 million as at September 30, 2024 to approximately 7.2 million as at September 30, 2025, or by 13.2%, mainly driven by our attractive offerings.

Fixed-line telephony RGUs decreased from approximately 859,000 as at September 30, 2024 to approximately 815,000 as at September 30, 2025, or by 5.1%, as a result of the general trend away from fixed-line telephony and towards mobile telecommunication services.

Revenues in Spain for the three-month period ended September 30, 2025 was €235.9 million, compared with €202.7 million for the three-month period ended September 30, 2024, an increase of 16.4%.

This increase was primarily driven by the increase in mobile and fixed internet and data RGUs in the period, mainly driven by our attractive offerings and network expansion.

Mobile RGUs increased from approximately 5.6 million as at September 30, 2024 to approximately 6.9 million as at September 30, 2025, or by 24.9%.

Fixed internet and data RGUs increased from approximately 1.8 million as at September 30, 2024 to approximately 2.4 million as at September 30, 2025, or by 34.4% and fixed-line telephony RGUs increased from approximately 582,000 as at September 30, 2024 to approximately 768,000 as at September 30, 2025, or by 32.0%. In December 2024, we launched IPTV services only in certain locations on our own FTTH network and as at September 30, 2025 we reached approximately 133,000 pay TV RGUs in Spain.

Revenues in Portugal for the three-month period ended September 30, 2025 were €17.6 million. We launched our fixed and mobile services in the country in November 2024 and as at September 30, 2025, we reached 443,000 mobile RGUs, 128,000 pay TV RGUs, 150,000 internet and data RGUs and 92,000 fixed-line telephony RGUs.

Revenues in Other mainly represent mainly revenues from our operations in Italy for the three-month period ended September 30, 2025 was €8.6 million, compared with €7.8 million for the three-month period ended September 30, 2024, an increase of 10.5%. This increase was primarily driven by attracting new customers. Mobile RGUs increased from approximately 475,000 as at September 30, 2024 to approximately 521,000 as at September 30, 2025, or by 9.7%.

Total operating expenses

Our total operating expenses (excluding intersegment expenses and other expenses, but including depreciation, amortisation and impairment) for the three-month period ended September 30, 2025 were €515.9 million, compared with €434.7 million for the three-month period ended September 30, 2024, an increase of 18.7%.

Our total operating expenses (excluding intersegment expenses and other expenses, but including depreciation, amortisation and impairment) for the nine months ended September 30, 2025 were €1,546.0 million compared with €1,253.9 million for the nine months ended September 30, 2024, an increase of 23.3%.

The following table shows the distribution of total operating expenses by geographic segment for the three and ninemonth period ended September 30, 2025 and 2024:

As at and for the three months
ended September 30,
As at and for the nine months
ended September 30,
2025 2024 2025 2024
(€ millions)
Romania 160.2 151.9 465.5 436.3
Spain 174.4 151.7 535.7 437.4
Portugal 29.4 3.6 88.2 8.0
Other (1) 8.9 8.1 26.1 21.7
Depreciation, amortisation and impairment
of tangible and intangible assets
143.0 119.4 430.3 350.5
Total operating expenses 515.9 434.7 1,546.0 1,253.9

(1) Includes operating expenses of operations in Italy and operating expenses of Digi.

Operating expenses in Romania for three-month period ended September 30, 2025 were €160.2 million, compared with €151.9 million for the three-month period ended September 30, 2024, an increase of 5.5%. The increase in operating expenses is in line with the growth of the business.

Operating expenses in Spain for the three-month period ended September 30, 2025 were €174.4 million, compared with €151.7 million for the three-month period ended September 30, 2024, an increase of 15.0%. Operating expenses follow the evolution of increase in mobile telephony services RGUs between the two periods, as a results of business development.

Operating expenses in Portugal for the three-month period ended September 30, 2025 were €29.4 million, compared with €3.6 million for the three-month period ended September 30, 2024, an increase of 716.7%. The increase comes as a result of the launch of services in November 2024, 2025 being the first full 9 months of operations.

Operating expenses in Other represents expenses of our operations in Italy and expenses of Digi for the three-month period ended September 30, 2025 were €8.9 million, compared with €8.1 million for the three-month period ended September 30, 2024, an increase of 9.9%.

Depreciation, amortisation and impairment of tangible and intangible assets

The table below sets out information on depreciation, amortisation and impairment of our tangible and intangible assets for the three and nine-month period ended September 30, 2025 and 2024.

As at and for the
three months
ended September 30,
As at and for the
nine months
ended September 30
2025 2024 2025 2024
(€ millions)
Depreciation of property, plant and equipment 66.7 49.6 192.8 146.8
Amortisation of non-current intangible assets and
programme assets
29.6 25.5 95.0 74.0
Amortisation of subscriber acquisition costs 14.9 15.4 46.4 45.7
Amortisation of right of use assets 29.9 27.2 87.9 78.2
Impairment of property, plant and equipment and
subscriber acquisition costs
2.0 1.7 8.2 5.9
Total 143.0 119.4 430.3 350.5

Other income

We recorded €0.2 million of other income in the three-month period ended September 30, 2025 compared with €2.0 million of other income in the three-month period ended September 30, 2024, representing income from energy subvention.

Operating profit

For the reasons set forth above, our operating profit was €55.7 million for the three-month period ended September 30, 2025, compared with €446.0 million for the three-month period ended September 30, 2024.

Net finance cost

We recognized net finance loss of €26.7 million in the three-month period ended September 30, 2025, compared with a net finance loss of €15.4 million for the three-month period ended September 30, 2024.

Profit before taxation

For the reasons set forth above, our profit before taxation was €23.4 million in the three-month period ended September 30, 2025, compared with profit before taxation of €430.6 million for the three-month period ended September 30, 2024.

Income tax expense

An income tax expense of €6.8 million was recognized in the three-month period ended September 30, 2025, compared to a tax expense of €89.4 million recognized in the three-month period ended September 30, 2024, mainly due to income tax variation in the period.

Net profit/(loss) for the period1

For the reasons set forth above, our net profit was €16.7 million in the three-month period ended September 30, 2025, compared with net profit of €341.2 million for the three-month ended September 30, 2024.

Liquidity and Capital Resources

Historically, our principal sources of liquidity have been our operating cash flows as well as debt financing. Going forward, we expect to fund our cash obligations and capital expenditures primarily out of our operating cash flows, credit facilities and letter of guarantee facilities. We believe that our operating cash flows will continue to allow us to maintain a flexible capital expenditure policy.

All of our businesses have historically produced positive operating cash flows that are relatively constant from month to month. Variations in our aggregate cash flow during the periods under review principally represented increased or decreased cash flow used in investing activities and cash flow from financing activities.

We have made and intend to continue to make significant investments in the growth of our businesses by expanding our mobile telecommunication network and our fixed fiber optic networks, acquiring new and renewing existing content rights, procuring CPE which we provide to our customers and exploring other investment opportunities on an opportunistic basis in line with our current business model. We believe that we will be able to continue to meet our cash flow needs by the acceleration or deceleration of our growth and expansion plans.

Historical cash flows

The following table sets forth our consolidated cash flows from operating activities for the three and nine-month period ended September 30, 2025 and 2024, cash flows used in investing activities and cash flows from/ (used in) financing activities.

As at and for the three
months
As at and for the
nine months
ended September 30, ended September 30,
2025 2024 2025 2024
(€ millions)
Cash flows from operations before working capital changes 183.3 182.1 566.6 515.7
Cash flows from changes in working capital (40.2) 76.1 (74.5) 36.9
Cash flows from operations 143.1 258.2 492.1 552.6
Interest paid (23.0) (24.8) (61.0) (57.7)
Interest received 0.1 (2.2) 0.4 -
Income tax paid (15.0) (6.0) (24.1) (9.2)
Cash flow from operating activities 105.2 225.2 407.5 485.6
Cash flow from / (used in) investing activities (155.9) 315.7 (579.0) (93.5)
Cash flows from /(used in) financing activities 80.7 (371.5) 190.5 (316.3)
Net (decrease)/increase in cash and cash equivalents 30.0 169.3 19.0 75.8
Cash and cash equivalents at the beginning of the period (45.1) (164.7) 66.5 221.3
Cash and cash equivalents at the closing of the period (15.1) 4.6 85.6 297.1

Cash flows from operations before working capital changes were €183.3 million in the three-month period ended September 30, 2025 and €182.1 million in the three-month period ended September 30, 2024 for the reasons discussed in "—Historical Results of Operations—Results of operations for the three-month period ended September 30, 2025 and 2024".

The following table shows changes in our working capital:

For the three months ended
September 30,
For the nine months
ended
September 30,
2025 2024 2025 2024
(€ millions)
(Increase)/decrease in trade receivables and other
assets (17.0) (42.1) (81.6) (73.5)
Decrease/(increase) in inventories (8.0) (47.4) (4.0) (46.3)
Decrease/(increase) in programming assets (11.5) (10.3) (25.7) (22.3)
Increase/(decrease) in trade payables and other
current liabilities
(6.7) 172.2 31.1 174.1
Increase/(decrease) in contract liabilities 3.0 3.7 5.7 4.8
Total (40.2) 76.1 (74.5) 36.9

We had a working capital deficit of €40.2 million in the three-month period ended September 30, 2025 (compared with a working capital surplus of €76.1 million in the three-month period ended September 30, 2024).

Cash flows from operating activities were €105.2 million in the three-month period ended September 30, 2025 and €225.2 million in the three-month period ended September 30, 2024. Included in these amounts are deductions for interest paid and income tax paid. Income tax paid was €15.0 million in the three months ended September 30,

2025 and €6.0 million in the three-month ended September 30, 2024. Interest paid was €23.0 million in the threemonth ended September 30, 2025, compared with €24.8 million in the three-month ended September 30, 2024. Interest received was €0.1 million in the three-month ended September 30, 2025, compared with €2.2 million in the three-month ended September 30, 2024. The decrease in cash flows from operating activities in the three months ended September 30, 2025 was primarily due to decrease of cash flow from operations.

Cash flows from/(used) in investing activities were €155.9 million outflow in the three-month period ended September 30, 2025 and €315.7 million inflow in the three-month period ended September 30, 2024.

Purchases of property, plant and equipment were €102.4 million in the three months ended September 30, 2025 and €118.8 million in the three months ended September 30, 2024.

Purchases of intangible assets were €38.5 million in the three months ended September 30, 2025 and €17.1 million in the three months ended September 30, 2024.

Proceeds from sale of property, plant and equipment were €2.4 million for the three-month period ended September 30, 2025.

Cash flows from/ (used in) financing activities were €80.7 million inflow for the three-month period ended September 30, 2025 and €371.5 million outflow for the three-month ended September 30, 2024, mainly from new proceeds from borrowings obtained in the current period.

Main variations of assets and liabilities as at September 30, 2025

Main variations for the consolidated financial position captions as at September 30, 2025 are presented below:

ASSETS

Property plant and equipment

Net book value of tangible assets increased in line with the continuing development of networks in our territories and capitalized subscriber acquisition costs and licenses, respectively.

LIABILITIES

Loans and borrowings

Short term loans and borrowings as at September 30, 2025 are in amount of €287.3 million (December 31, 2024: €305.2 million).

Long-term loans and borrowings as at September 30, 2025 are in amount of €1,360.8 million (December 31, 2024: €1,019.5 million).

The variation is mainly the result of new financing obtained by the Group in 2025.

Trade and other payables

As at September 30, 2025 trade and other payables were in amount of €731.7 million (December 31, 2024: €599.5 million).

Management Statement for the Interim Condensed Consolidated Financial Statements of Digi Communications NV Group for the nine months period ended 30 September 2025

The Board of Directors (the "Board") confirms that to the best of its knowledge, the Interim Condensed Consolidated Financial Statements of Digi Communications NV Group for the period ended 30 September 2025 prepared in accordance with IAS 34 "Interim financial reporting" give a true and fair view of the assets, liabilities, financial position, statement of comprehensive income for Digi Communications NV Group.

The Board declares that the Management Report (Director's report), issued as per Directive 2004/109/EC ("Transparency Directive") and in compliance with Law 24/2017 and FSA Regulation no 5/2018 as subsequently amended and supplemented, containing analysis of the results for the reported period reflects correct and complete information according to the reality regarding the results and development of Digi Communications NV Group.

The Board notes that the Interim Condensed Financial Statements of Digi Communications NV Group for the period ended 30 September 2025 have not been audited and also no (limited) review was conducted by the statutory auditor.

On behalf of the Board of directors of Digi Communications N.V.

Serghei Bulgac, Valentin Popoviciu,
CEO Executive Director

14 November 2025

DIGI COMMUNICATIONS NV

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

PREPARED IN ACCORDANCE WITH IAS 34 INTERIM FINANCIAL REPORTING for the nine-month period ended 30 September 2025

CONTENTS Page
GENERAL INFORMATION 1
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 2 - 33
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 2 - 3
INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 4 - 5
INTERIM CONDENSED CONSOLIDATED CASH FLOW STATEMENT 6 - 7
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 8 - 9

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 10 - 33

GENERAL INFORMATION

Directors:
Serghei Bulgac
Bogdan Ciobotaru
Valentin Popoviciu
Jose Manuel Arnaiz de Castro
Emil Jugaru
Marius Catalin Varzaru
Zoltan Teszari
Registered Office:
Digi Communications N.V.
75 Dr. Nicolae Staicovici Street, 5th District,
Bucharest, Romania

<-- PDF CHUNK SEPARATOR -->

Interim Condensed Consolidated Statement of Financial Position as at 30 September 2025

(all amounts are in thousand Eur, unless specified otherwise)

Notes 30 September 2025 31 December 2024
ASSETS Restated
Non-current assets
Property, plant and equipment 4 2,328,099 2,182,2332)
Right of use assets 5 512,057 480,314
Intangible assets and goodwill 6 621,557 469,763
59,3162)
Subscriber acquisition costs
Investment property
60,912
12,493
12,762
Financial assets at fair value through OCI 16 105,003 74,4561)
Equity accounted investees 36,092 617
Long term receivables 80,649 69,747
Loans receivable from related parties - 56,250
Other non-current assets 3,163
5,600
3,758
14,030
Derivative financial assets
Other long term assets 775 1,420
Deferred tax assets 55,743 30,328
Total non-current assets 3,822,143 3,454,994
Current assets
Inventories 54,236 46,640
Programme assets 6 34,376 29,643
Trade and other receivables 93,043 80,984
Loans receivable from related parties 119,561 31,679
Contract assets 98,817 98,022
Other assets 41,633 25,0191)
Derivative financial assets 16 1,236 1,263
Cash and cash equivalents 85,561 66,529
Total current assets 528,463 379,779
Total assets 4,350,606 3,834,773
EQUITY AND LIABILITIES
Equity 7
Share capital 6,810 6,810
Share premium 3,406 3,406
Treasury shares (13,027) (13,614)
Reserves 43,188 25,7812)
Retained earnings 1,012,045 1,013,9682)
Equity attributable to owners of the Company 1,052,422 1,036,351
Non-controlling interest 183,531 178,8612)
Total equity 1,235,953 1,215,212
LIABILITIES
Non-current liabilities
Loans and borrowings 8 1,360,843 1,019,525
Lease liabilities 9 393,870 376,534
Deferred tax liabilities 96,827 93,8802)
Decommissioning provision 15,931 15,202
Trade and other payables 125,306 44,666
Contract liabilities 5,806 6,161
Total non-current liabilities 1,998,583 1,555,968
Current liabilities
Trade and other payables 606,430 554,857
Employee benefits 63,333 59,473
Loans and borrowings 8 287,329 305,202
Lease liabilities 9 111,651 102,104
Income tax payable 12,419 13,245
Provisions 7,732 7,636
Contract liabilities 27,176 21,076
Total current liabilities 1,116,070 1,063,593
Total liabilities 3,114,653 2,619,561
Total equity and liabilities 4,350,606 3,834,773

1) At 31 December 2024 an amount of EUR 3,520 was represented from Financial assets at fair value through OCI into line Other current assets.

2) Following management analysis on impairment of property, plant and equipment and subscriber acquisition cost, the Group restated figures at 1 January 2024 with a total impact in reserves from corrections of errors of EUR 17,621 as follows: decrease in property plant and equipment from impairment analysis on installation cost of EUR 16,070 in Romania and EUR 2,064 in Spain; decrease in subscriber acquisition cost from impairment of EUR 2,058 in Spain; decrease in related deferred tax liability in Romania of EUR 2,571. For the twelve months period ending 31 December 2024, the impact on current year result was increase in depreciation of property plant and equipment of EUR 2,895 in Romania; EUR 336 in Spain; increase in amortisation of subscriber acquisition cost of EUR 777 and decrease in deferred and income tax of EUR 432.

Interim Condensed Consolidated Statement of Financial Position as at 30 September 2025 (all amounts are in thousand Eur, unless specified otherwise)

The notes on pages 8 to 31 are an integral part of these interim condensed consolidated financial statements.

Interim Condensed Consolidated Statement of Profit or loss and Other Comprehensive Income for the period ended 30 September 2025

(all amounts are in thousand Eur, unless specified otherwise)

Notes Three-month period
ended
30 September 2025
Three-month period
ended
30 September 2024
Restated
Revenues 11 560,912 490,552
Other income 19 10,762 390,151
Operating expenses 12 (410,066) (351,386)1)
Employee benefits 12 (105,829) (83,321)
Other expenses 19 (99) -
Operating Profit 55,680 445,996
Finance income 13 3,363 5,538
Finance costs 13 (30,080) (20,900)
Net finance costs (26,717) (15,362)
Share of loss of equity-accounted investees, net of tax (5,513) -
Profit before taxation 23,450 430,634
Income tax expense (6,772) (89,391)
Profit for the period 16,678 341,243
Attributable to owners 13,081 318,094
Attributable to non-controlling interest 3,597 23,150
Other comprehensive income
Items that are or may be reclassified to profit or loss, net of income tax
Foreign operations – foreign currency translation differences (227) 262
Items that will not be reclassified to profit or loss
Revaluation of equity instruments measured at fair value through OCI 21,176 (690)
Other comprehensive income/(expense) for the period, net of income
tax
20,949 (428)
Total comprehensive income/(expense) for the period 37,627 340,815
Attributable to owners 34,032 317,652

1) Following management analysis on impairment of property, plant and equipment and subscriber acquisition cost, the impact on the 3 months period ending 30 September 2024 was in total of EUR 1,091 increase in operating expenses from increase in depreciation of property plant and equipment of EUR 844 in Romania; EUR 77 in Spain; increase in amortisation of subscriber acquisition cost of EUR 170.

The notes on pages 8 to 31 are an integral part of these interim condensed consolidated financial statements.

Interim Condensed Consolidated Statement of Profit or loss and Other Comprehensive Income for the period ended 30 September 2025

(all amounts are in thousand Eur, unless specified otherwise)

Notes Nine-month
period ended
30 September 2025
Nine-month
period ended
30 September 2024
Restated
Revenues 11 1,637,727 1,408,653
Other income 19 46,584 393,390
Operating expenses 12 (1,242,276) (1,012,416)1)
Employee benefits (303,688) (241,447)
Other expenses 19 (519) (7)
Operating Profit 137,828 548,173
Finance income 13 10,427 12,5872)
Finance costs 13 (108,355) (63,018)
Net finance costs (97,928) (50,431)
Share of loss of equity-accounted investees, net of tax (5,513) (985)
Profit before taxation 34,387 496,757
Income tax expense (3,090) (98,633)
Profit for the period 31,297 398,124
Attributable to owners 22,127 366,896
Attributable to non-controlling interest 9,170 31,228
Other comprehensive income
Items that are or may be reclassified to profit or loss, net of income tax
Foreign operations – foreign currency translation differences (15,346) (382)
Items that will not be reclassified to profit or loss
Revaluation of equity instruments measured at fair value through OCI 32,116 26,051
Other comprehensive income/(expense) for the period,
net of income tax
16,770 25,669
Total comprehensive income(expense) for the period 48,067 423,793
Attributable to owners 39,778 392,588
Attributable to non-controlling interest 8,289 31,205

1) Following management analysis on impairment of property, plant and equipment and subscriber acquisition cost, the impact on the 9 months period ending 30 September 2024 was in total of EUR 2,917 increase in operating expenses from increase in depreciation of property plant and equipment of EUR 2,050 in Romania; EUR 259 in Spain; increase in amortisation of subscriber acquisition cost of EUR 607.

The notes on pages 8 to 31 are an integral part of these interim condensed consolidated financial statements

2) The fair value of the derivative financial asset related to the transaction between Digi Spain and abrdn, in amount of EUR 3,366 was reassesed at 30 June 2024, resulting an increase of EUR 3,894.

Notes Nine-month
period ended
30 September 2025
Nine-month
period ended
30 September 2024
Cash flows from operating activities Restated
Profit before taxation 34,387 496,757
Profit/(Loss) before taxation
Adjustments for:
Depreciation 280,768 224,932
Amortisation 141,338 119,718
Impairment 8,226 5,861
Decommissioning provision 729 759
Interest expense 78,532 53,271
Interest revenue (438) -
Impairment of trade and other receivables 10,047 10,062
Reversal of provisions (15) (57)
Unrealised losses/(gains) on derivative financial instruments 8,430 (2,672)
Share of loss of equity-accounted investees, net of tax 5,513 985
Equity settled share-based payments expense 1,895 868
Unrealised foreign exchange loss/(gain)
(Gain)/loss on sale of assets (2,804) (8,085)
Cash flows from operations before working capital changes - (386,721)
Changes in: 566,608 515,678
(Increase)/decrease in trade receivables, other assets and contract
assets (81,634) (73,456)
(Increase)/decrease in inventories (3,959) (46,292)
(Increase)/decrease program assets (25,741) (22,304)
Increase/(decrease) in trade payables and other current liabilities 31,123 174,145
Increase/(decrease) in contract liabilities 5,747 4,803
Cash flows from operations 492,144 552,574
Interest paid (60,967) (57,729)
Interest received 438 -
Income tax paid (24,126) (9,227)
Cash flows from operating activities 407,489 485,618
Cash flow used in investing activities
Purchases of property, plant and equipment (384,467) (448,895)
Purchases of intangibles (102,454) (55,536)
Purchases of investment property - (506)
Payments for subscriber acquisition costs (46,429) (40,627)
Acquisition of subsidiaries, net of cash and acquisition of NCI (1,755) -
Payment to related parties borrowings (46,260) (34,560)
Proceeds from sale of property, plant and equipment 2,403 486,575
Cash flows from/(used in) investing activities (578,962) (93,549)
Cash flows from financing activities
Dividends paid to shareholders (13,206) (37,272)
Proceeds from loans and borrowings 666,258 602,762
Repayment of loans and borrowings (337,867) (806,526)
Payment to related parties borrowings - -
Financing costs paid (10,662) (10,846)
Payment of lease liabilities (114,018) (92,923)
Proceeds from issuance of share capital and share premium from - 28,500
Minority shareholder
Cash flows (used in)/from financing activities 190,505 (316,305)
Net increase/(decrease) in cash and cash equivalents 19,032 75,764
Cash and cash equivalents at the beginning of the period 66,529 221,342
Cash and cash equivalents at the end of the period 85,561 297,106

Interim Condensed Consolidated Cash Flow Statement for the nine-month period ended 30 September 2025 (all amounts are in thousand Eur, unless specified otherwise)

The Interim Condensed Consolidated statement of cash flows is prepared using the indirect method. Cash and cash equivalents include cash and investments that are readily convertible to a known amount of cash without a significant risk of changes in value. The Interim Condensed Consolidated statement of cash flows distinguishes between operating, investing and financing activities. Cash flow in foreign currencies are converted at the exchange rate at the dates of the transactions. Currency exchange differences on cash held are separately shown. Receipts and payments of interest, receipts of dividends and income taxes are presented within the cash flows from operating activities. Payments of dividends are presented within the cash flows from financing activities.

The notes on pages 8 to 31 are an integral part of these interim condensed consolidated financial statements.

Condensed Consolidated Statement of Changes in Equity for the period ended 30 September 2025

(all amounts are in thousand Eur, unless specified otherwise)

Share
capital
Share
premium
Treasury
shares
Translation
reserve
Revaluation
reserve
Fair
value
reserves
Retained
earnings
Total equity
attributable
to equity
holders of
the parent
Non
control
ling
interest
Total
equity
Balance at 1 January 20251) 6,810 3,406 (13,614) (21,904) 14,732 32,954 1,013,967 1,036,351 178,861 1,215,213
Comprehensive income for the period
Profit/(loss)
for the period
- - - - - - 22,127 22,127 9,170 31,297
Foreign currency translation differences - - - (14,465) - - - (14,465) (881) (15,346)
Revaluation of equity instruments measured at fair value through
OCI - - - - - 32,116 - 32,116 - 32,116
Transfer of revaluation reserve (depreciation) - - - - (246) - 246 - - -
Total comprehensive income/(loss) for the period - - - (14,465) (246) 32,116 22,373 39,778 8,289 48,067
Transactions with owners, recognized
directly in equity
Contributions by and distributions to owners
Equity-settled share-based payment transactions (Note 15) - - 587 - - - 1,275 1,862 32 1,894
Dividends distributed (25,570) (25,570) (3,651) (29,221)
Total contributions by and distributions to owners - - 587 - - - (24,295) (23,708) (3,619) (27,327)
Total transactions with owners - - 587 - - - (24,295) (23,708) (3,619) (27,327)
Balance at 30 September 2025 6,810 3,406 (13,027) (36,369) 14,486 65,070 1,012,045 1,052,421 183,531 1,235,953

1) Following management analysis on impairment of property, plant and equipment and subscriber acquisition cost, the Group restated figures at 1 January 2024 with a total impact in reserves from corrections of errors of EUR 17,621 as follows: decrease in property plant and equipment from impairment analysis on installation cost of EUR 16,070 in Romania and EUR 2,064 in Spain; decrease in subscriber acquisition cost from impairment of EUR 2,058 in Spain; decrease in related deferred tax liability in Romania of EUR 2,571. For the twelve months period ending 31 December 2024, the impact on current year result was increase in depreciation of property plant and equipment of EUR 2,895 in Romania; EUR 336 in Spain; increase in amortisation of subscriber acquisition cost of EUR 777 and decrease in deferred and income tax of EUR 432.

The notes on pages 8 to 31 are an integral part of these interim condensed consolidated financial statements.

Condensed Consolidated Statement of Changes in Equity

for the period ended 30 September 2025

(all amounts are in thousand Eur, unless specified otherwise)

Share
capital
Share
premium
Treasury
shares
Translation
reserve
Revaluation
reserve
Fair
value
reserves
Retained
earnings
Total equity
attributable
to equity
holders of
the parent
Non
control
ling
interest
Total
equity
Balance at 1 January 2024 6,810 3,406 (14,135) (21,747) 9,046 9,687 667,179 660,246 124,048 784,294
Impact of correction of errors1) - - - - - - (16,489) (16,489) (1,132) (17,621)
Balance as at 01 January 2024 restated 6,810 3,406 (14,135) (21,747) 9,046 9,687 650,690 643,757 122,916 766,673
Comprehensive income for the period
Profit/(loss) for the period - - - - - - 366,896 366,896 31,228 398,124
Foreign currency translation differences - - - (359) - - - (359) (23) (382)
Revaluation of equity instruments measured at fair value through
OCI
- - - - - 26,051 - 26,051 - 26,051
Transfer of revaluation reserve (depreciation) - - - - (196) - 196 - - -
Total comprehensive income/(loss) for the period - - - (359) (196) 26,051 367,092 392,588 31,205 423,793
Transactions with owners, recognized directly in equity
Contributions by and distributions to owners
Equity-settled share-based payment transactions (Note 15) - - 521 - - - 347 868 - 868
Dividends distributed - - - - - - (23,966) (23,966) (4,937) (28,903)
Total contributions by and distributions to owners - - 521 - - - (23,619) (23,098) (4,937) (28,035)
Changes in ownership interests in subsidiaries
Changes in ownership interests in subsidiaries - - - - - - - - 28,500 28,500
Total changes in ownership interests in subsidiaries - - - - - - - - 28,500 28,500
Total transactions with owners - - 521 - - - (23,619) (23,098) 23,563 465
Balance at 30 September 2024 6,810 3,406 (13,614) (22,106) 8,850 35,738 994,163 1,013,247 177,684 1,190,930

1) Following management analysis on impairment of property, plant and equipment and subscriber acquisition cost, the Group restated figures at 1 January 2024 with a total impact in reserves from corrections of errors of EUR 17,621 as follows: decrease in property plant and equipment from impairment analysis on installation cost of EUR 16,070 in Romania and EUR 2,064 in Spain; decrease in subscriber acquisition cost from impairment of EUR 2,058 in Spain; decrease in related deferred tax liability in Romania of EUR 2,571.

The notes on pages 8 to 31 are an integral part of these interim condensed consolidated financial statements.

Notes to the Interim Condensed Consolidated Financial Statements for the period ended 30 September 2025 (all amounts are in thousand EUR, unless specified otherwise)

1. CORPORATE INFORMATION

Digi Communications Group ("the Group" or "DIGI Group") comprises Digi Communications N.V., Digi Romania S.A. and their subsidiaries.

The parent company of the Group is Digi Communications N.V. ("DIGI", "the Company" or "the Parent"), a company incorporated in Netherlands, Chamber of Commerce registration number 34132532/29.03.2000 with place of business and registered office in Romania. The controlling shareholder of DIGI is RCS Management SA ("RCSM") a company incorporated in Romania. The ultimate controlling shareholder of RCSM is Mr. Zoltan Teszari. DIGI and RCSM have no operational activities, except for holding activities, and their primary asset is the ownership of Digi Romania S.A. and respectively DIGI.

The main operations are carried by Digi Romania S.A., Digi Spain Telecom SLU ("DIGI Spain"), Digi Portugal LDA (DIGI Portugal) and Digi Italy SL.

DIGI's registered office is located in 75 Dr. Nicolae Staicovici Street, 5th District, Bucharest, Romania.

Digi Romania S.A. is a company incorporated in Romania and its registered office is located at 75 Dr. Staicovici, Street, 5th District, Bucharest, Romania.

The Group provides telecommunication services of Cable TV (television), Fixed and Mobile Internet and Data, Fixedline and Mobile Telephony ("CBT") and Direct to Home television ("DTH") services in Romania and Spain and mobile telephony services in Italy. In November and respectively December 2024 we started operations in Portugal and Belgium, where we were attributed mobile spectrum at the 5G auction from 2021 and, respectively, 2022. This allowed the Group to expand its business on the Portuguese and Belgian market, in order to provide high quality, affordable telecommunication services. The development of our presence in the 2 new territories continued over the course of 2025.

Notes to the Interim Condensed Consolidated Financial Statements for the period ended 30 September 2025 (all amounts are in thousand EUR, unless specified otherwise)

2. BASIS OF PREPARATION AND ACCOUNTING POLICIES

2.1 BASIS OF PREPARATION

(a) Statement of compliance

These unaudited interim condensed consolidated financial statements for the six-month period ended 30 June 2025 have been prepared in accordance with IAS 34 Interim Financial Reporting. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the last annual consolidated financial statements as at and for the year ended 31 December 2024. These interim condensed consolidated financial statements do not include all the information required for full annual financial statements, and should be read in conjunction with the Group's annual financial statements as at 31 December 2024 which were prepared in accordance with International Financial Reporting Standards as adopted by the European Union and with Section 2:362(9) of the Dutch Civil code.

(b) Basis of measurement

The interim condensed consolidated financial statements have been prepared on the historical cost basis, except for investment properties measured at fair value, land and buildings measured at revalued amount, financial assets measured at fair value through OCI, derivative financial instruments measured at fair value and liabilities for equity share-based payments arrangements measured at fair value through profit or loss.

(c) Judgements and estimates

Preparing the interim condensed consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these interim condensed consolidated financial statements, significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2024.

(d) Functional and presentation currency

The functional currency as well as the presentation currency for the financial statements of each Group entity is the currency of the primary economic environment in which the entity operates (the local currency), or in which the main economic transactions are undertaken (Romania: RON; Spain, Portugal, Italy and Belgium: EUR).

The interim condensed consolidated financial statements are presented in Euro ("EUR") and all values are rounded to the nearest thousand EUR, except when otherwise indicated. The Group uses the EUR as a presentation currency of the interim condensed consolidated financial statements under IFRS based on the following considerations:

  • Management analysis and reporting is prepared in EUR;
  • EUR is used as a reference currency in telecommunication industry in the European Union;
  • Main debt finance instruments are denominated in EUR.

The assets and liabilities of the subsidiaries are translated into the presentation currency at the rate of exchange ruling at the reporting date (none of the functional currencies of the subsidiaries or the Parent is hyperinflationary for the reporting periods). The income and expenses of the Parent and of the subsidiaries are translated at transaction date exchange rates. The exchange differences arising on the translation from functional currency to presentation currency are taken directly to equity under translation reserve. On disposal of a foreign entity, accumulated exchange differences relating to it and previously recognized in equity as translation reserve are recognized in profit or loss as component of the gain or loss on disposal. Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operation and translated at the closing rate.

2. BASIS OF PREPARATION AND ACCOUNTING POLICIES (continued)

2.1. BASIS OF PREPARATION

The following rates were applicable at various time periods according to the National Banks of Romania:

Currency 2025 2024
Jan – 1 Average for the 9 months Sep - 30 Jan – 1 Average for the 9 months Sep - 30
RON per 1EUR 4.9741 5.0259 5.0811 4.9746 4.9744 4.9756
USD per 1EUR 1.0389 1.1180 1.1741 1.1050 1.0870 1.1196

2.2. GOING CONCERN

Management believes that the Group will continue as a going concern for the foreseeable future. In the current year and recent years, the Group has managed to achieve consistently strong local currency revenue streams and cash flows from operating activities and has continued to grow the business. These results have been achieved during a period of significant investments in technological upgrades, new services and footprint expansion. The ability to offer multiple services is a central element of DIGI Group strategy and helps the Group to attract new customers, to expand the uptake of service offerings within the existing customer base and to increase customer loyalty by offering high value-for-money package offerings of services and attractive content.

For further information refer to Note 14 b) Liquidity risk.

2.3 MATERIAL ACCOUNTING POLICIES

Material accounting policies applied by the Group in these unaudited interim condensed consolidated financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2024, except for the adoption of new standards effective as of 1 January 2025. The accounting policies used are consistent with those of the previous financial year. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

2.4 NEW AND AMENDED STANDARDS FOR 2025 AND FORTHCOMING REQUIREMENTS

New currently effective requirements

Lack of exchangeability - Amendments to IAS 21

The amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity's financial performance, financial position and cash flows. The amendments are effective for annual reporting periods beginning on or after 1 January 2025. When applying the amendments, an entity cannot restate comparative information.

The amendments did not have an impact on the Group's financial statements.

Notes to the Interim Condensed Consolidated Financial Statements for the period ended 30 September 2025 (all amounts are in thousand EUR, unless specified otherwise)

2. BASIS OF PREPARATION AND ACCOUNTING POLICIES (continued) Forthcoming requirements

Effective date New
accounting
standards
or
amendments
Description
1 January 2026 Amendments to the Classification
and Measurement of Financial
Instruments – Amendments to
IFRS 9 and IFRS 7
These amendments: (a) clarify the date of recognition and
derecognition of some financial assets and liabilities, with a
new exception for some financial liabilities settled through
an electronic cash transfer system; (b) clarify and add further
guidance for assessing whether a financial asset meets the
solely payments of principal and interest (SPPI) criterion; (c)
add new disclosures for certain instruments with contractual
terms that can change cash flows (such as some financial
instruments with features
linked to the achievement of
environment, social and governance targets); and (d) update
the disclosures for equity instruments designated at fair value
through other comprehensive income (FVOCI).
The amendments in (b) are most relevant to financial
institutions, but the amendments in (a), (c) and (d) are
relevant to all entities.
1 January 2026 Contracts Referencing Nature
dependent electricity –
Amendments to IFRS 9 and IFRS 7
The amendments include guidance on:
• the 'own-use' exemption for purchasers of electricity under
such PPAs; and
• hedge accounting requirements for companies that hedge
1 January 2026 Annual improvements to IFRS
Accounting Standards – Volume
11
their purchases or sales of electricity using PPAs.
In this volume of improvements, IASB makes minor
amendments to IFRS 9 and to a further four accounting
standards. The amendments mainly address:
• a conflict between IFRS 9 and IFRS 15 over the initial
measurement of trade receivables; and
• how a lessee accounts for the derecognition of a lease
liability under paragraph 23 of IFRS 9.
1 January 2027 IFRS
18,
'Presentation
and
Disclosure in Financial Statements'
This is the new standard on presentation and disclosure in
financial statements, which replaces IAS 1, with a focus on
updates to the statement of profit or loss. The key new
concepts introduced in IFRS 18 relate to:
• the structure of the statement of profit or loss with defined
subtotals;
• requirement to determine the most useful structure
summary for presenting expenses in the statement of profit
or loss
• required disclosures in a single note within the financial
statements for certain profit or loss performance measures
that are reported outside an entity's financial statements (that
is, management-defined performance measures)
1 January 2027 IFRS
19,
'Subsidiaries
without
Public Accountability: Disclosures'
IFRS 19's reduced disclosure requirements balance the
information needs of the users of eligible subsidiaries'
financial statements with cost savings for preparers. IFRS 19
is a voluntary standard for eligible subsidiaries. A subsidiary
is eligible if:
• it does not have public accountability; and
• it has an ultimate or intermediate parent that produces
consolidated financial statements available for public use that
comply with IFRS Accounting Standards

Notes to the Interim Condensed Consolidated Financial Statements for the period ended 30 September 2025 (all amounts are in thousand EUR, unless specified otherwise)

3. SEGMENT REPORTING

Three months ended 30 September 2025 Romania Spain Portugal Other Eliminations Reconciling item Group
Segment revenue 298,787 235,924 17,580 8,621 - - 560,912
Other income 208 - - - - - 208
Inter-segment revenues 701 149 - 14 (864) - -
Segment operating expenses (160,287) (174,889) (29,412) (9,196) 864 - (372,920)
Adjusted EBITDA 139,409 61,184 (11,832) (561) - - 188,200
Depreciation, amortisation and impairment
of tangible and intangible assets
(142,976) (142,976)
Other income (Note 19) - 10,555 - - - - 10,555
Other expenses (Note 19) (99) - - - - - (99)
Operating profit 55,680
Additions to non-current assets 72,200 225,976 25,020 3,747 - - 326,944
Carrying amount of:
Non-current assets 1,765,571 1,053,339 821,523 40,614 - - 3,681,048
Investments in associates and financial assets
at fair
value through OCI
36,092 - - 105,003 - - 141,095

Notes to the Interim Condensed Consolidated Financial Statements for the period ended 30 September 2025

(all amounts are in thousand EUR, unless specified otherwise)

3. SEGMENT REPORTING (continued)

Three months ended 30 September Romania Spain Portugal Other Elimination Reconciling item Group
2024 s
Segment revenue 279,970 202,711 67 7,804 - - 490,552
Other income 1,993 - - - - - 1,993
Inter-segment revenues 1,307 56 - 23 (1,386) - -
Segment operating expenses (151,998) (152,772) (3,567) (8,337) 1,386 - (315,288)
Adjusted EBITDA 131,272 49,995 (3,500) (510) - - 177,257
Depreciation, amortisation and
impairment of tangible and intangible
assets
- - - - (119,419) (119,419)1)
Other income (Note 19) - 388,158 - - - 388,158
Other expenses (Note 19) - - - - - -
Operating profit 445,996
Additions to non-current assets 79,119 86,007 43,547 5,135 - - 213,807
Carrying amount of:
Non-current assets 1,718,500 728,466 535,227 23,269 - - 3,005,4632)
Investments in associates and financial
assets at fair
value through OCI
640 - 77,224 - - 77,864

1) Following management analysis on impairment of property, plant and equipment and subscriber acquisition cost, the impact on the 3 months period ending 30 September 2024 was in total of EUR 1,091 increase in operating expenses from increase in depreciation of property plant and equipment of EUR 844 in Romania; EUR 77 in Spain; increase in amortisation of subscriber acquisition cost of EUR 170.

2) Following management analysis on impairment of property, plant and equipment and subscriber acquisition cost, the carrying amount of Non-current assets decreased by EUR 17,910 in Romania, and EUR 4,989 in Spain. The derivative financial asset in Spain was evalued and it's value increased by EUR 3,894. In total, the value of Non-current assets decreased by EUR 19,005.

Notes to the Interim Condensed Consolidated Financial Statements for the period ended 30 September 2025 (all amounts are in thousand EUR, unless specified otherwise)

3. SEGMENT REPORTING (continued)

Nine months ended 30 September 2025 Romania Spain Portugal Other Eliminations Reconciling
item
Group
Segment revenue 879,100 680,612 52,536 25,479 - - 1,637,727
Other income 4,858 - - - - - 4,858
Inter-segment revenues 1,878 443 - 61 (2,382) - -
Segment operating expenses (465,722) (537,196) (88,238) (26,858) 2,382 - (1,115,632)
Adjusted EBITDA 420,114 143,859 (35,702) (1,318) - - 526,953
Depreciation, amortisation and impairment
of tangible and intangible assets
(430,332) (430,332)
Other income (Note 19) - 41,726 - - - 41,726
Other expenses (Note 19) (519) - - - - (519)
Operating profit 137,828
Additions to non-current assets 236,323 395,459 113,856 19,340 - - 764,978
Carrying amount of:
Non-current assets 1,765,571 1,053,339 821,523 40,614 - - 3,681,048
Investments in associates and financial
assets at fair value through OCI
36,092 - - 105,003 - - 141,095

Notes to the Interim Condensed Consolidated Financial Statements for the period ended 30 September 2025

(all amounts are in thousand EUR, unless specified otherwise)

3. SEGMENT REPORTING (continued)

Nine months ended 30 September 2024 Romania Spain Portugal Other Eliminations Reconciling
item
Group
Segment revenue 813,916 571,732 79 22,926 - - 1,408,653
Other income 5,232 - - - - 5,232
Inter-segment revenues 2,206 162 - 55 (2,423) - -
Segment operating expenses (436,489) (439,058) (7,988) (22,240) 2,423 - (903,352)
Adjusted EBITDA 384,865 132,836 (7,909) 741 - - 510,533
Depreciation, amortisation and impairment of tangible
and intangible assets
- - - - (350,511) (350,511)1)
Other income (Note 19) - 388,158 - - - 388,158
Other expenses (Note 19) (7) - - - - (7)
Operating profit 548,173
Additions to non-current assets 216,915 258,810 132,216 13,522 - - 621,463
Carrying amount of:
Non-current assets 1,718,500 728,466 535,227 23,269 - - 3,005,4632)
Investments in associates and financial assets at fair
value through OCI
640 - 77,224 - - 77,864

1) Following management analysis on impairment of property, plant and equipment and subscriber acquisition cost, the impact on the 9 months period ending 30 September 2024 was in total of EUR 2,917 increase in operating expenses from increase in depreciation of property plant and equipment of EUR 2,050 in Romania; EUR 259 in Spain; increase in amortisation of subscriber acquisition cost of EUR 607.

2) Following management analysis on impairment of property, plant and equipment and subscriber acquisition cost, the carrying amount of Non-current assets decreased by EUR 17,910 in Romania, and EUR 4,989 in Spain The derivative financial asset in Spain was evalued and it's value increased by EUR 3,894. In total, the value of Non-current assets decreased by EUR 19,005.

Notes to the Interim Condensed Consolidated Financial Statements for the period ended 30 September 2025 (all amounts are in thousand EUR, unless specified otherwise)

4. PROPERTY, PLANT AND EQUIPMENT (PPE)

Acquisitions and disposals

During the nine-month period ended 30 September 2025, the Group added property, plant and equipment with a cost of EUR 364,508 (nine months ended 30 September 2024: EUR 393,540).

The acquisitions related mainly to networks EUR 286,539 (nine months ended 30 September 2024: EUR 316,131), customer premises equipment of EUR 33,785 (nine months ended 30 September 2024: EUR 15,084) and equipment and devices of EUR 35,866 (nine months ended 30 September 2024: EUR 37,391).

5. RIGHT OF USE ASSETS

The Group has lease contracts for various items of land, commercial spaces, network, vehicles, equipment used in its operations. Right of use assets are accounted for at cost and depreciated over the contract period.

During the nine-month period ended 30 September 2025, right of use assets' net movement (additions, disposals, depreciation) is in amount of EUR 31,743 (EUR 54,662 for the period ended 30 September 2024).

6. NON-CURRENT INTANGIBLE ASSETS AND CURRENT PROGRAMME ASSETS

a) Intangible assets

Acquisitions

Non-current intangible assets

During the nine-month period ended 30 September 2025, the Group added non-current intangible assets with a cost of EUR 264,897 (30 September 2024: EUR 89,270) as follows:

  • Software and licences in amount of EUR 211,295 (30 September 2024: EUR 42,540);
  • Customer relationships by acquiring control in other companies in amount of EUR 1,262 (30 September 2024: EUR 1,422);
  • Costs to obtain contracts with customers (Subscriber Acquisition Costs "SAC") in amount of EUR 50,819 (nine-month period ended 30 September 2024: EUR 45,308); SAC represents third party costs for acquiring and connecting customers of the Group.

6. NON-CURRENT INTANGIBLE ASSETS AND CURRENT PROGRAMME ASSETS (CONTINUED)

Goodwill

(i) Reconciliation of carrying amount
Balance at 1 January 2025 76,335
Additions 1,521
Disposals (119)
Effect of movement in exchange rates (1,057)
Balance at 30 September 2025 76,679
Balance at 1 January 2024 51,459
Additions -
Disposals -
Effect of movement in exchange rates (10)
Balance at 30 September 2024 51,450

(ii) Impairment testing of goodwill

Goodwill is not amortised but is tested for impairment annually (as at 31 December) and when circumstances indicate the carrying values may be impaired. There were no impairment indicators for the cash generating units to which goodwill was allocated as of 30 September 2025.

b) Programme assets

During the nine-month period ended 30 September 2025, additions of programme assets in the amount of EUR 42,249 (nine-month period ended 30 September 2024: EUR 51,829) represent broadcasting rights for sports competitions for 2025/2026 season and related advance payments for future seasons and also rights for movies and documentaries.

Contractual obligations related to future seasons are presented as commitments in Note 17.

7. EQUITY

There were no changes in the share capital structure during the period ended 30 September 2025.

For stock option plan exercised during the period, please see Note 15.

As at 30 September 2025, the Company had 4.39 million treasury shares (31 December 2024: 4.60 million treasury shares).

(all amounts are in thousand EUR, unless specified otherwise)

8. LOANS AND BORROWINGS

Included in Long term loans and borrowings are bonds of EUR 400,282 (December 2024: EUR 400,388) and bank loans of EUR 960,561 (December 2024: EUR 619,137).

Included in Short term loans and borrowing are bank loans of EUR 146,769 (December 2024: EUR 103,878), short portion of long-term loans of EUR 137,496 (December 2024: EUR 194,338) and interest payable amounting to EUR 3,063 (December 2024: EUR 6,985).

The movement in total loans and borrowings is presented in the table below:

Carrying amount
Balance as of 1 January 2025 1,324,727
Proceeds from borrowings 666,258
Repayment of borrowings (337,867)
Interest expense 48,068
Interest paid (51,990)
Finance cost (9,373)
Amortization of deferred finance costs 9,514
Effect of movements in exchange rates (1,165)
Balance as of 30 September 2025 1,648,172

9. LEASE LIABILITY

The Group leases mainly network pillars, land, commercial spaces, cars and equipment. As at 30 September 2025, financial leasing liability in amount of EUR 505,521 (31 December 2024: EUR 478,638) was impacted by additions, as well as by modifications for certain leasing contracts related to rent amount and contract period.

10. RELATED PARTY DISCLOSURES

30 September 2025 31 December 2024
Receivables from Related Parties
Joint Ventures in Belgium (i) 120,022 88,482
Other (394) (455)
Total 119,628 88,027
30 September 2025 31 December 2024
Payables to Related Parties
RCSM (ii) 19,752 5,616
Joint Ventures in Belgium 0 0
Other 2,603 384
Total 22,355 6,000
  • (i) Joint Venture
  • (ii) Shareholder of DIGI

10. RELATED PARTY DISCLOSURES (CONTINUED)

Compensation of key management personnel of the Group

Three months ended Three months ended Nine months ended Nine months ended
30 September 2025 30 September 2024 30 September 2025 30 September 2024
Short term employee
benefits–salaries
992 819 5,699 4,660

11. REVENUES

Allocation of revenues through business lines and geographical areas is as follows:

Three months
ended
30 September
2025
Three months
ended
30 September
2024
Nine months
ended
30 September
2025
Nine months
ended
30 September
2024
Country
Romania 298,787 279,970 879,100 813,916
Spain 235,924 202,711 680,612 571,732
Portugal 17,580 67 52,536 79
Other (1) 8,621 7,804 25,479 22,926
Total revenues 560,912 490,552 1,637,727 1,408,653
Category
Fixed services (2) 282,591 242,394 825,710 707,249
Mobile services 230,629 205,048 673,237 582,503
Other (3) 47,692 43,110 138,780 118,901
Total revenues 560,912 490,552 1,637,727 1,408,653
  • 1) Includes revenue from operations in Italy.
  • 2) Includes revenues from DTH operations.
  • 3) Includes mainly revenues from sale of handsets and other CPE, sale of electricity, as well as advertising revenues.

Revenues from services include mainly subscription fees for fixed and mobile services, revenues from interconnection and roaming services.

Other revenues include mainly sales of equipment, energy, green certificates, but also contains services of filming sport events and advertising revenue. Sales of equipment includes mainly mobile handsets and other equipment.

The split of revenues based on timing of revenue recognition is presented below:

Timing of revenue recognition Three months
ended
30 September
2025
Three months
ended
30 September
2024
Nine months
ended
30 September
2025
Nine months
ended
30 September
2024
Goods transferred at a point in time 15,145 15,350 45,783 45,318
Services transferred over time 545,767 475,202 1,591,944 1,363,335
Total revenues 560,912 490,552 1,637,727 1,408,653

The transfer of goods to customer at a point in time are presented in the first table above as "Other revenues". The rest of the services transferred to customers over time are presented as revenues under each category line and country.

12. OPERATING EXPENSES

Three months
ended
30 September
2025
Three months
ended
30 September
2024
Nine months
ended
30 September
2025
Nine months
ended
30 September
2024
Depreciation of property, plant
and equipment
66,685 49,625 192,837 146,758
Amortisation of right of use
assets
29,862 27,156 87,931 78,174
Amortisation of non-current
intangible assets and programme
assets
29,607 25,549 94,966 74,029
Amortisation of subscriber
acquisition costs
14,871 15,382 46,371 45,689
Impairment of property, plant and
equipment1)
1,010 1,105 6,170 3,829
Impairment of subscriber
acquisition costs1)
940 602 2,056 2,032
Employee benefit 105,829 83,321 303,688 241,447
Costs related to fixed services 65,627 46,801 193,867 133,332
Costs related to mobile services 95,354 103,434 322,862 301,745
Cost of material sold 14,214 14,622 43,201 42,954
Invoicing and collection 4,449 4,794 13,498 14,506
Taxes and penalties 4,953 3,176 15,129 8,841
Electricity costs and other utilities 26,424 23,181 84,649 62,142
Impairment of receivables and
other assets, net of reversals
4,409 3,606 10,047 10,062
Taxes to authorities 13,716 4,263 25,172 12,531
Other materials and subcontractors 2,237 2,299 5,623 6,716
Other services 12,301 9,111 34,297 25,600
Other operating expenses 23,407 16,680 63,600 43,476
Total operating expenses 515,895 434,707 1,545,964 1,253,863

1) Following management analysis on impairment of property, plant and equipment and subscriber acquisition cost, the impact on the 9 months period ending 30 September 2024 was in total of EUR 2,917 increase in operating expenses from increase in depreciation of property plant and equipment of EUR 2,050 in Romania; EUR 259 in Spain; increase in amortisation of subscriber acquisition cost of EUR 607.

Share option plans' expenses accrued in the period are included in the caption "Employee benefits". For details, please see Note 15.

Following management analysis on impairment of property, plant and equipment and subscriber acquisition cost, the impact on the 3 months period ending 30 September 2024 was in total of EUR 1,091 increase in operating expenses from increase in depreciation of property plant and equipment of EUR 844 in Romania; EUR 77 in Spain; increase in amortisation of subscriber acquisition cost of EUR 170.

13. NET FINANCE COSTS

Three months
ended
30 September
2025
Three months
ended
30 September
2024
Nine months
ended
30 September
2025
Nine months
ended
30 September
2024
Financial income
Interest from banks 68 1,186 438 3,435
Other financial revenues 3,295 1,802 9,989 4,293
Gain on derivative financial
instruments
- - - 3,894
Foreign exchange differences
(net)
- 2,550 - 965
3,363 5,538 10,427 12,5871)
Financial cost
Interest expense (18,984) (14,492) (59,133) (44,817)
Interest expense for lease
liability
(6,512) (2,898) (19,399) (8,454)
Net gain loss on derivative
financial instruments
- (64) (8,430) (1,222)
Other financial expenses (3,847) (3,445) (10,902) (8,525)
Foreign exchange differences
(net)
(737) - (10,491) -
(30,080) (20,899) (108,355) (63,018)
Net Financial Cost (26,717) (15,361) (97,928) (50,431)

1) The derivative financial asset was evalued and it's value increased by EUR 3,894, generating an increase in financial income for the 9 months period ending 30 September 2024.

14. FINANCIAL RISK MANAGEMENT

The Group has exposure to the following risks from the use of financial instruments:

  • Credit risk
  • Liquidity risk
  • Market risk (including currency risk, interest rate risk and price risk).

This note presents information about the Group's exposure to each of the above risks, the Group's objectives, policies and processes for measuring and managing risk, and the Group's management of capital. Further quantitative disclosures are included throughout these interim condensed consolidated financial statements.

The Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework.

The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

Notes to the Interim Condensed Consolidated Financial Statements for the period ended 30 September 2025 (all amounts are in thousand EUR, unless specified otherwise)

14. FINANCIAL RISK MANAGEMENT (continued)

(a) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's trade receivables from customers.

Management mitigates customer credit risk mainly by monitoring the subscribers to continuous services (telecommunications and energy) and identifying potential bad debt cases, which are suspended, in general, between 10 and 30 days after the invoice due date.

The carrying amount of the non-derivative financial assets, net of the recorded allowances for expected credit losses, represents the maximum amount exposed to credit risk. The Group evaluates the concentration of risk with respect to trade receivables and contract assets as low. Although collection of receivables could be influenced by macroeconomic factors, management believes that there is no significant risk of loss to the Group beyond the allowances already recorded.

The credit exposure for derivatives is limited, as there will be no incoming cash-flow arising from the embedded derivatives.

Cash and cash equivalents are placed in financial institutions, which are considered at time of deposit to have minimal risk of default.

The credit risk on cash and cash equivalents is very small, since the cash and cash equivalents are held at reputable banks in different countries.

(b) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.

The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans, vendor financing and reverse factoring agreements. Management monitors on a monthly basis the forecast of cash outflows and inflows in order to determine its funding needs.

At 30 September 2025, the Group had net current liabilities of EUR 587,607 (31 December 2024: EUR 683,814). As a result of the volume and nature of the telecommunication business current liabilities exceed current assets. A large part of the current liabilities is generated by investment activities. Management considers that the Group will generate sufficient funds to cover the current liabilities from future revenues.

The Group's policy on liquidity is to maintain sufficient liquid resources to meet its obligations as they fall due and to keep the Group's leverage optimized. The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans, finance leases and working capital, whilst considering future cash flows from operations. Management believes that there is no significant risk that the Group will encounter liquidity problems in the foreseeable future.

Notes to the Interim Condensed Consolidated Financial Statements for the period ended 30 September 2025 (all amounts are in thousand EUR, unless specified otherwise)

14. FINANCIAL RISK MANAGEMENT (continued)

(c) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, market electricity prices and equity prices will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Exposure to currency risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures (other than the functional currency of each legal entity), primarily with respect to the EUR and USD. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in currencies other than the functional currencies of the Company and each of its subsidiaries.

Management has set up a policy to manage the foreign exchange risk against the functional currency. To manage their foreign exchange risk arising from future commercial transactions and recognized assets and liabilities, the Group used forward/option contracts, transacted with local banks.

The Group imports services and equipment and attracts substantial amount of foreign currency denominated borrowings.

Interest rate risk

The Group's income and operating cash flows are substantially independent of changes in market interest rates. The Group is exposed to interest rate risk (EUR and USD) though market fluctuations of interest rates. Details of borrowings are disclosed in Note 8.

d) Capital Management

The Group's objectives when managing capital are to safeguard the Groups ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal structure to reduce the cost of capital. Management monitors "total net debt to EBITDA" ratio which is computed in accordance with the Senior Facilities Agreement.

(e) Fair values

The Group measures at fair value the following: financial assets at fair value through other comprehensive income and embedded derivatives.

(f) Climate risks

In the nine months period ended September 2025, the Group analysed potential sustainability risks in the areas at climate change and scarcity of resources. The Group did not identify any key risks to its business model in either area and, as such, also does not currently anticipate any significant impacts from such risks on its business model or on the presentation of its results of operations or financial position.

(g) Situation in Ukraine

The evolution of the situation in Ukraine is uncertain and is closely followed by the Group with respect to potential indirect consequences on the financial markets that could impact refinancing conditions in the future. The Group has no direct interests in Ukraine and the areas of conflict and as a result the Group estimates that the situation in Ukraine will have limited effects on its operations and financial performance for future periods.

15. SHARE-BASED PAYMENT

The Group implemented share-based payment plans for certain members of the management team and key employees. The options vest if and when certain performance conditions, such as revenue, subscriber targets and other targets of the Group were met. Some of the share option plans vested in past years and were closed.

For nine months period ended at 30 September 2025 the related share option expense of EUR 1,895 (30 September 2024: EUR 868) is included within Operating expenses (Employee benefits line-item) in the Interim Condensed Consolidated statement of profit or loss and other comprehensive income (Note 12).

16. DERIVATIVE FINANCIAL INSTRUMENTS

For assets and liabilities that are measured at fair value on a recurring or non-recurring basis in the Interim Condensed Consolidated statement of financial position, after initial recognition, the valuation techniques and inputs used to develop those measurements are presented below:

Financial assets at fair value through OCI

Financial assets at fair value through OCI comprise shares in RCSM. In 2017 the Company's class B shares were listed on the Bucharest Stock Exchange. As at 30 September 2025, the fair value assessment of the shares held in RCSM was consequently performed based on the average quoted price/share of the shares of the Company as of the valuation date (RON/share 92.2), adjusted for the impact of other assets and liabilities of RCSM, given that the main asset of RCSM is the holding of the majority of the shares of the Company. The fair value assessment also takes into account the cross-holdings between the Group and RCSM.

Embedded derivatives

As at 30 September 2025, the valuation method was consistent with the one used as at 31 December 2024.

As at 30 September 2025 the Group had derivative financial assets in amount of EUR 1,236 (31 December 2024: EUR 1,263), which represents embedded derivatives related to the 2028 Senior Secured Notes (includes several call options as well as one put option).

Derivative financial assets

As at 30 September 2025, the Group had non-current derivative financial assets related to the transaction between Digi Spain and abrdn in amount of EUR 5,600 (31 December 2024: EUR 14,030).

As at 30 September 2025 the Group had no derivative financial liabilities.

Fair value hierarchy

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

Level 1 Level 2 Total
30 September 2025
Financial assets at fair value through OCI 105,003 - 105,003
Financial derivative assets 5,600 - 5,600
Embedded derivatives - 1,236 1,236
Total 110,603 1,236 111,839

<-- PDF CHUNK SEPARATOR -->

(all amounts are in thousand EUR, unless specified otherwise)

31 December 2024
Financial assets at fair value through OCI 74,456 - 74,456
Financial derivative assets 14,030 - 14,030
Embedded derivatives - 1,263 1,263
Total 88,486 1,263 89,749

17. GENERAL COMMITMENTS AND CONTINGENCIES

(a) Contractual commitments

Commitments are presented on an undiscounted and discounted basis, using the weighted average cost of capital of each of our geographical segments.

30 September 2025
Contractual 6 months 6 to 12 1 to 2 2 to 5 More than
cash flows or less months years years 5 years
Undiscounted
Annual fee for spectrum license 768,989 29,177 29,585 58,965 159,784 491,478
Capital expenditure 298,189 29,335 22,937 12,031 79,797 154,089
Contractual obligations for program assets 45,649 3,254 19,249 20,986 2,160 -
Contractual obligations for capacity and energy 2,827,884 193,036 190,265 169,762 291,552 1,983,270
contracts
3,940,711 254,802 262,036 261,744 533,293 2,628,836
Discounted
Annual fee for spectrum license 436,911 26,874 26,478 50,006 116,563 216,990
Capital expenditure 190,485 26,882 20,976 10,163 58,068 74,396
Contractual obligations for program assets 38,940 2,924 17,370 17,096 1,551 -
Contractual obligations for capacity and energy 1,294,460 176,304 172,571 139,321 201,606 604,658
contracts
1,960,796 232,984 237,394 216,585 377,788 896,044

17. GENERAL COMMITMENTS AND CONTINGENCIES (CONTINUED)

31 December 2024
Contractual 6 months 6 to 12 1 to 2 2 to 5 More than
cash flows or less months years years 5 years
Undiscounted
Annual fee for spectrum license 804,076 20,702 20,702 59,169 167,828 535,674
Capital expenditure 346,401 73,370 110,387 82,854 79,790 -
Contractual obligations for program assets 85,374 32,592 32,592 18,232 1,958 -
Contractual obligations for capacity and 3,013,243 183,485 200,904 375,470 269,204 1,984,180
energy contracts
4,249,093 310,149 364,584 535,725 518,780 2,519,855
Discounted
Annual fee for spectrum license 422,866 18,940 18,940 49,585 118,962 216,438
Capital expenditure 302,267 67,736 101,388 73,358 59,785 -
Contractual obligations for program assets 74,483 29,216 29,216 14,680 1,371 -
Contractual obligations for capacity and 1,483,307 167,910 183,885 315,901 195,184 620,427
energy contracts
2,282,924 283,802 333,431 453,524 375,303 836,865

(b) Letters of guarantee

As of 30 September 2025, there were bank letters of guarantee and letters of credit issued in amount of EUR 96,934 mostly in favour of content and satellite suppliers and for participation to tenders (31 December 2024: EUR 86,658).

We have cash collateral agreements for issuance of letters of counter guarantees. As at 30 September 2025, we had letters of guarantee issued in amount of EUR 1,884 (31 December 2024: EUR 2,671). These agreements are secured with moveable mortgage over cash collateral accounts.

(c) Legal proceedings

Uncertainties associated with the fiscal and legal system

The tax legislation in Romania and other Eastern and Central Europe countries are subject to frequent changes (some of them resulting from EU membership, others from the domestic fiscal policy) and often subject of contradictory interpretations, which might be applied retrospectively.

Furthermore, the Romanian and other Eastern and Central Europe governments work via a number of agencies authorized to carry on audits of the companies operating in these countries. These audits cover not only fiscal aspects but also legal and regulatory ones that are of interest to these agencies.

The Dutch, Romanian and other Eastern and Central Europe Fiscal legislation include detailed regulations regarding transfer pricing between related parties and includes specific methods for determining transfer prices between related parties at arm's length. Transfer pricing documentation requirements have been introduced so that taxpayers who carry out transactions with affiliated parties are required to prepare a transfer pricing file that needs to be presented to the tax authorities upon request.

DIGI Communications N.V.

Notes to the Interim Condensed Consolidated Financial Statements for the period ended 30 September 2025 (all amounts are in thousand EUR, unless specified otherwise)

17. GENERAL COMMITMENTS AND CONTINGENCIES (CONTINUED)

The Company and its subsidiaries entered into various transactions within the Group, as well as other transactions with related parties. In light of this, if observance of arm's length principle cannot be proved, a future tax control could challenge the values of transactions between related parties and adjust the fiscal result of the Company and/ or its subsidiaries with additional taxable revenues/ non-deductible expenses (i.e., assess additional profit tax liability and related penalties).

Group management believes that it has paid or accrued all taxes, penalties and interest that are applicable, at the Company and subsidiaries level.

The Group is currently involved in a number of legal proceedings, including inquiries from, or discussions with, government authorities that are incidental to their operations. In the opinion of the management, there are no current legal proceedings or other claims outstanding which could have a material effect on the result of operations or financial position of the Group and which have not been accrued or disclosed in these consolidated financial statements. For the litigation described below, the Group did not recognize provisions.

In all cases, the determination of the probability of successfully defending a claim against the Group involves always the subjective evaluation, therefore the outcome is inherently uncertain. The determination of the value of any future outflows of cash or other resources, and the timing of such outflows, involves the use of estimates.

Criminal case brought to court by the Romanian National Anti-Corruption Agency

During June – July 2017, Digi Romania S.A. and part of its directors were indicted by the Romanian National Anti-Corruption Agency (DNA) for the offences of bribery and accessory to bribery, money laundering and accessory to money laundering.

The presumed offences of bribery and accessory to bribery are alleged to have been committed through the 20091 joint-venture agreement between Digi Romania S.A. and Bodu S.R.L. with respect to the events hall in Bucharest and the broadcasting rights for Liga 1 football matches, while the presumed offences of money laundering and accessory to money laundering are alleged to have been perpetrated through Digi Romania S.A.'s acquisition of the Bodu S.R.L. events hall in 20162 .

On 15 January 2019, the Bucharest Tribunal, convicted Digi Romania S.A. in connection with the offence of money laundering for which the court applied a criminal fine. The Bucharest Tribunal's decision also decided on the confiscation from Digi Romania S.A. of an amount of money and maintained the seizure over the two real estate assets first instituted by the DNA. Through the same judgement, Mr. Bendei Ioan (at that time member of the Board of directors of Digi Romania S.A. and director of Integrasoft S.R.L.) was convicted, while the rest of the directors were acquitted in connection with all the accusations brought against them by the DNA.

1 In 2009 Digi Romania S.A. and Bodu S.R.L. entered into a joint venture with Bodu S.R.L. (the "JV") with respect to an events hall in Bucharest. At the time when Digi Romania S.A. entered into the JV, Bodu S.R.L. was owned by Mr. Bogdan Dragomir, a son of Mr Dumitru Dragomir, who served as the President of the Romanian Professional Football League (the "PFL").

2 By 2015, the JV became virtually insolvent, as initial expectations on its prospects had failed to materialize. In 2015, in order to recover the EUR 3,100 investment, it had made into the JV from 2009 to 2011 and to be able to manage the business of the events hall directly and efficiently, Digi Romania S.A. entered into a settlement agreement with Bodu S.R.L. In 2016, in accordance with that settlement agreement, Digi Romania S.A. acquired (at a discount to nominal value) Bodu S.R.L.'s outstanding bank debt (which was secured by its share of, and assets it contributed to, the JV). Thereafter, Digi Romania S.A. set-off its acquired receivables against Bodu S.R.L. in exchange for the real estate and business of the events hall. Bodu S.R.L. was replaced as Digi Romania S.A.'s JV partner by Integrasoft S.R.L., one of our Romanian subsidiaries. Following this acquisition, in addition to its investigation of Antena Group's bribery allegations in relation to our investment into the JV, the DNA opened an enquiry as to whether the transactions that followed (including the 2015 settlement and the 2016 acquisition) represented unlawful moneylaundering activities.

Notes to the Interim Condensed Consolidated Financial Statements for the period ended 30 September 2025 (all amounts are in thousand EUR, unless specified otherwise)

17. GENERAL COMMITMENTS AND CONTINGENCIES (CONTINUED)

The decision also cancels the joint-venture agreement from 2009 concluded between Digi Romania S.A. and Bodu S.R.L., as well as all the agreements concluded between Digi Romania S.A., Bodu S.R.L. and Integrasoft S.R.L. in 2015 and 2016.

The first court decision was appealed. On November, 1, 2021, the Bucharest Court of Appeal granted the appeals of Digi Romania S.A., Integrasoft S.R.L. and of certain directors and quashed the decision of the Bucharest Tribunal from January, 15, 2019 in its entirety. The file was sent for retrial, to the competent court, which is the Bucharest Court of Appeal, starting with the procedure of the preliminary chamber. On 1 July 2022, in the course of the preliminary chamber procedure, the Bucharest Court of Appeal dismissed as unfounded the claims and exceptions raised by Digi Romania S.A., INTEGRASOFT S.R.L. and their current and former officers.

The appeal against this solution was partially granted by the High Court of Cassation and Justice on 20 June 2023. The court decided that some of the evidences used by the Romanian National Anti-Corruption Agency must be removed from the court file and that the Romanian National Anti-Corruption Agency has to decide whether it requests the continuation of the trial under these circumstances. On 10 October 2023, the High Court of Cassation and Justice ruled definitively on the applications submitted in the preliminary chamber and ordered the file to be sent to the Court of Appeal and the start of the trial on the merits. The case, which is under retrial on the merits and was pending judgment at the hearing from 10 September 2025 , was reinstated on the court's roll, with a hearing scheduled for 7 October 2025, in order to address the documents filed with the court after the close of the debates, proving that one of the defendants deceased. After a temporary suspension of the case, based on the decision of the General Assembly of Judges of the Bucharest Court of Appeal, by which with some exceptions, the settlement of the cases was suspended until the draft law concerning the reform of the service pensions of magistrates was withdrawn, a new court hearing was scheduled on November 4, 2025. At the hearing on 4 November 2025, the court postponed its ruling until 25 November 2025.

We strongly believe that Digi Romania S.A., INTEGRASOFT S.R.L. and their current and former officers have acted appropriately and in compliance with the law, and we strongly restate that we will continue to defend against all the above allegations while expecting a final solution that corresponds to the factual and legal situation.

18. SUBSEQUENT EVENTS

Business transactions

Telekom Transaction

On 1 October 2025, DIGI Romania S.A. completed the acquisition from Telekom Romania Mobile Communications S.A. ("TKRM") of (i) certain assets including certain spectrum licences and telecommunications towers as well as (ii) the business of providing prepaid mobile telecommunications services for an aggregate effective consideration of EUR 40 million. In a concomitant transaction, Vodafone Romania S.A. acquired TKRM.

As of the date of issuance of these financial statements, management is evaluating the appropriate accounting treatment for the transaction.

Restructuring of the Belgian operations- Debt-to-Equity Conversion

On 4 November 2025, DIGI Romania S.A., Citymesh DIGI Holding NV, and DIGI Communications Belgium NV (the Company) entered into Addendum to the existing Shareholders' Agreement dated 4 July 2025 (as amended on 15 July 2025). Under this addendum, the parties agreed to convert existing shareholder loans granted to DIGI Communications Belgium NV into equity, in order to strengthen the Company's capital position and support future funding. The conversion took effect immediately on 4 November 2025, resulting in an increase in the Company's equity and a corresponding reduction of shareholder debt. DIGI Romania S.A. holds a 76.91% majority stake in the Company, which operates as a joint venture.

As of the date of issuance of these financial statements, management is evaluating the appropriate accounting treatment for the transaction.

Exploring an IPO in Spain

In line with its strategy to continue improving the capital structure and long-term financing position of its subsidiaries, the Group is currently exploring an initial public offering ("IPO") for a minority stake of DIGI Spain. Such IPO may involve existing and newly issued shares to support DIGI Spain's capital expenditure plans. The shares of DIGI Spain are expected to be listed on the Spanish stock exchanges. DIGI Spain has appointed advisers for these purposes. The

DIGI Communications N.V.

Notes to the Interim Condensed Consolidated Financial Statements for the period ended 30 September 2025 (all amounts are in thousand EUR, unless specified otherwise)

Group's decision to proceed with any such transaction, including its terms and timing, will depend on market conditions and other relevant considerations.

The Group is not currently contemplating any transactions that would lead to a loss of control over any of its major subsidiaries, including DIGI Spain, and remains focused on initiatives that will enhance long-term value creation across the Group.

Financing

New senior secured notes

On 22 October 2025, DIGI Romania S.A., a Romanian subsidiary of the Company ("Digi Romania") has successfully priced the offering (the "Offering") of its EUR 600 million 4.625% senior secured notes due 2031 (the "Notes"). Barclays Bank Ireland PLC and Citigroup Global Markets Europe AG acted as Joint Global Coordinators and Joint Physical Bookrunners in relation to the Offering. ING Bank N.V., Banco Santander S.A., Société Générale and Unicredit Bank GmbH acted as Joint Bookrunners. The settlement of the Notes is expected to take place on 29 October 2025.The gross proceeds of part of the Offering amounting to EUR 600 million will be used (such use, together with the Offering, the "Refinancing"): (a) to redeem the entire outstanding aggregate principal amount of EUR 400 million 3.25% senior secured notes due 2028 issued by Digi Romania; (b) partially prepay the Facility A under the senior facilities agreement dated 21 April 2023, between, among others, Digi Romania as borrower, the Company as guarantor, 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, and several other financial institutions, as lenders (the "2023 Senior Facilities Agreement"); (c) to partially prepay the term loan Facility A under the the senior facilities agreement dated June 3, 2024 (as amended and restated on September 12, 2024, and on December 5, 2024), between, among others, Digi Romania, ING Bank N.V. as mandated lead arranger, ING Bank N.V., London Branch, as facility agent, and several other financial institutions, as lenders (the "2024 Senior Facilities Agreement"); (d) to partially prepay certain of our other secured short-term debt; (e) for general corporate purposes and (f) to pay costs, expenses and fees in connection with the Refinancing (including accrued but unpaid interest, the Initial Purchasers' fees, legal and accounting fees and other transaction costs). On 7 November 2025, the Central Bank of Ireland has approved the prospectus for the admission to trading of the EUR 600 million 4.625% senior secured notes due 2031 (ISIN XS3216614084) issued by Digi Romania on 29 October (the "Notes") and Euronext Dublin has approved the admission to trading of the Notes on the regulated market operated by it. The Notes are thus listed on the Official List of Euronext Dublin and traded on its regulated market.

19. EBITDA

In the telecommunications industry the benchmark for measuring profitability is EBITDA (earnings before interest, taxes, depreciation and amortisation). EBITDA is a non-IFRS accounting measure.

For the purposes of disclosure in these notes, EBITDA is calculated by adding back to consolidated operating profit/(loss) our charges for depreciation, amortisation and impairment of assets. Our Adjusted EBITDA is EBITDA adjusted for the effect of non-recurring and one-off items.

Three months
ended
30 September
2025
Three months
ended
30 September
2024
Nine months
ended
30 September
2025
Nine months
ended
30 September
2024
Revenues 560,912 490,552 1,637,727 1,408,653
Other income 10,762 390,151 46,584 393,390
EBITDA
Operating profit 55,680 445,996 137,828 548,173
Depreciation, amortisation and
impairment
142,976 119,4191) 430,332 350,5111)
EBITDA 198,656 565,415 568,160 898,684
Other income (10,554) (388,158) (41,726) (388,158)
Other expenses 99 - 519 7
Adjusted EBITDA 188,201 177,257 526,953 510,533
Adjusted EBITDA (%) 33.54% 35.99% 32.08% 36.11%

1) Following management analysis on impairment of property, plant and equipment and subscriber acquisition cost, the impact on the 9 months period ending 30 September 2024 was in total of EUR 2,917 increase in operating expenses from increase in depreciation of property plant and equipment of EUR 2,050 in Romania; EUR 259 in Spain; increase in amortisation of subscriber acquisition cost of EUR 607.

Following management analysis on impairment of property, plant and equipment and subscriber acquisition cost, the impact on the 3 months period ending 30 September 2024 was in total of EUR 1,091 increase in operating expenses from increase in depreciation of property plant and equipment of EUR 844 in Romania; EUR 77 in Spain; increase in amortisation of subscriber acquisition cost of EUR 170.

For the three months period ended 30 September 2025, other expenses are related to share option plans vested and are expected to be one-time events (for details, please see Note 15) in amount of EUR 99 (for three months period ended 30 September 2024: EUR nil).

For the nine months period ended 30 September 2025, other expenses are related to share option plans vested and are expected to be one-time events (for details, please see Note 15) in amount of EUR 519 (for nine months period ended 30 September 2024: EUR 7).

DIGI Communications N.V.

Notes to the Interim Condensed Consolidated Financial Statements for the period ended 30 September 2025 (all amounts are in thousand EUR, unless specified otherwise)

20. FINANCIAL INDICATORS

Financial Indicator Value as at
30 September 2025
Current ratio
Current assets/Current liabilities 0.47
Debt to equity ratio
Long term debt/Equity x 100 120%
(where Long term debt = Borrowings over 1 year)
Long term debt/Capital employed x 100 55%
(where Capital employed = Long term debt+ Equity)
Trade receivables turnover
Average receivables/Revenues x 270 41.85 days
Non-current assets turnover
(Revenues/Non-current assets) 0.59

The Board notes that the Interim Condensed Financial Statements of Digi Communications NV Group for the period ended 30 September 2025 have not been audited and also no (limited) review was conducted by the statutory auditor.

On behalf of the Board of Directors of Digi Communications N.V.

Serghei Bulgac, Valentin Popoviciu,
CEO Executive Director

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