Notice of Dividend Amount • Jul 2, 2024
Notice of Dividend Amount
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| To: | The Romanian Financial Supervisory Authority |
|---|---|
| Financial Instruments and Investments Sector | |
| The Bucharest Stock Exchange | |
| Regulated Spot Market, Category Int'l (Shares) | |
| From | DIGI COMMUNICATIONS N.V. |
pursuant to Law no. 24/2007 on issuers of financial instruments and market operations and to the Romanian Financial Supervisory Authority Regulation no. 5/2018 on issuers and operations with securities, as subsequently amended and supplemented and the provisions of Article 99 of the Bucharest Stock Exchange Code, Title II, Issuers and Financial Instruments
| Report date: | 2 July 2024 |
|---|---|
| Name of the issuing entity: | (the "Company") DIGI COMMUNICATIONS N.V. |
| Statutory seat: | Amsterdam, The Netherlands |
| Visiting address: | Bucharest, 75 Dr. N. Staicovici, Forum 2000 Building, Phase I, 4th floor, 5th District, Romania |
| Phone/Fax number: | +4031.400.65.05/ +4031.400.65.06 |
| Registration number with The Netherlands Chamber of Commerce Business Register and Dutch Legal Entities and Partnerships Identification Number (RSIN): |
Registration number with The Netherlands Chamber of Commerce Business Register: 34132532/29.03.2000 |
| RSIN: 808800322 | |
| Romanian Tax Registration Code: | RO 37449310 |
| Share Capital: | EUR 6,810,042.52 |
| Number of shares in issue: | 100,000,000 (out of which (i) 64,556,028 class A shares with a nominal value of ten eurocents (€ 0.10) each and (ii) 35,443,972 class B shares, with a nominal value of one eurocent (€ 0.01) each) |
| Number of listed shares: | 35,443,972 class B shares |
| Regulated market on which the issued securities are traded: |
Bucharest Stock Exchange, Main Segment, Category Int'l (Shares) |
| Important events to be reported: | Availability of the instruction regarding the payment of share |
dividend for the 2023 financial year.
The Company informs the market about the availability of the detailed instruction regarding the payment of share dividend for the 2023 financial year, in gross amount of 1.25 lei per share, as approved by the Company's Ordinary General Shareholders' Meeting, which was held on the 25th of June 2024.
The payment of the dividend related to 2023 financial year will be carried out on July 22nd, 2024 to the Company's class B shareholders registered on July 4th, 2024 in the Register of Shareholders held by Depozitarul Central S.A. and to the class A shareholders registered at the same date in the Register of Shareholders held by the Company, ex-date being July 3rd 2024.
The detailed instruction on the payment of dividend is available on the Company's website, at the "DOCUMENTS REGARDING THE DISTRIBUTION OF DIVIDEND FOR THE YEAR 2023" section, available HERE.
For additional information, please contact us at [email protected].
Serghei Bulgac Chief Executive Officer
DIGI Communications N.V. hereby informs on the commencement of dividends payment for the financial year 2023 through the Romanian Central Depositary ("Depozitarul Central S.A.") and the selected Payment Agent, BRD - Groupe Societe Generale S.A. ("BRD"), dated the 22nd of July 2024 (Payment Date), as follows:
Payment of net dividends for the year 2023 is prescriptible within 5 (five) years as of the 22nd of July 2024.
The bank fees charged by Depozitarul Central and BRD for the payment of net dividends in Lei are borne by DIGI Communications N.V.
A. For natural/legal persons/other entities that have an account opened with a Participant (Broker/Custodian Bank) - through the Participants to the Clearing and Settlement System of Depozitarul Central S.A.
For shareholders acting as natural/legal persons/other entities, which at the Registration Date hold shares as specified in Section II of the Shareholders' Registry of DIGI Communications N.V. in the account opened with the Participant, the dividends shall be automatically paid by bank transfer through Depozitarul Central on behalf of DIGI Communications N.V., without submitting any additional documents. Dividends shall be paid on the Payment Date, i.e. the 22nd of July 2024.
Non-resident shareholders that have an account opened with a Participant (Broker/Custodian Bank) and want to be bound by more favorable provisions of the Double Taxation Convention concluded between Romania and their country of residence, provided that there is alegal
instrument by which the information may be exchanged, must send to DIGI Communications N.V. the certificate of fiscal residence in original/certified copy, with apostille/legalized, if necessary, within the validity period (issued in the year when the dividends are paid), together with its certified translation into Romanian language, as well as the contact details for any clarifications, as follows:
until the 12th of July 2024, local time 10.00 a.m. (the date when the documents are received at the premises of DIGI Communications N.V.) for the payment of dividends on the Payment Date, i.e. the 22nd of July 2024; if the tax residence certificate is not delivered until the 12th of July 2024, local time 10.00 a.m., or if the documentation is incorrect and incomplete, DIGI Communications N.V. shall retain the dividend tax out of the gross dividend at the rate stipulated by the Romanian law;
if the tax residence certificate is delivered after the 12th of July 2024 (but within the period of 5 years of dividends distribution, i.e. with at least 30 days before its expiration), DIGI Communications N.V. shall pay, at a later date, the difference between the value of the tax applicable in Romania and the value of the favorable tax calculated as the result of applying the provisions of the Double TaxationConvention.
Note: In the case of open-end investment funds or pension funds with no legal capacity, documents will be provided to certify the status of the fund, including affidavit signed by the legal representative/authorized person to represent the fund, which should include: type of fund; the fact that the fund had no legal capacity, identification code in the ShareholdersRegistry.
Non-resident shareholders that have an account opened with the Participants may send the documents directly or by Participant:
Note: Shareholders that have accounts opened with the Participants will not be able to collect their dividends in cash or by bank transfer from BRD.
B. For natural/legal persons, other entities that do not have an account opened with a Participant (Broker/Custodian Bank)
Shareholders not represented by a Participant may exercise the option to request Depozitarul Central S.A. to pay the dividends by bank transfer, by informing them on the payment option and delivering the related documents by post or directly to the address: Depozitarul Central S.A. - Bucharest, Sos. Nicolae Titulescu no.4-8, America House building, 1st floor, east side, sector 1.
This option is made available by Depozitarul Central in accordance with the legislation applicable to the capital market and enables the collection of any due amounts directly by bank transfer into a bank account, irrespective of the issuer that distributes the amounts. The option implies the registration of the IBAN code with Depozitarul Central, to be used to collect more or all of the holdings and is also valid for further distributions until the shareholder notifies otherwise. The registration of the IBAN code with Depozitarul Central shall be charged according to the fees grid applied to the holders of financial instruments and will be borne by each shareholder.
The documents required to be submitted for registering the IBAN code are specified in the Annex (point 1) and will be sent to Depozitarul Central until the 12th of July 2024 for collecting the dividends at the Payment Date, i.e. the 22nd of July 2024. If the documents necessary to register the IBAN code are delivered after the 12th of July 2024, the net dividends shall be paid after the Payment Date, i.e. the 22nd of July 2024.
For more details on this payment option, the shareholders of DIGI Communications N.V. will be asked to contact Depozitarul Central at the e-mail address [email protected].
Shareholders acting as natural persons, who are not represented by the Participants and have not required Depozitarul Central to pay by bank transfer may request the payment in cash at the BRD inquiry offices at any BRD unit in Romania, based on the documents specified in the Annex (Point 2).
The list of BRD units may be consulted on the BRD website, link: https://www.brd.ro/agentii-si-atmuri.
Cash payments shall be made within the limits of the amounts stipulated by the applicable law.
Shareholders acting as natural/legal persons/other entities that do not have an account opened with a Participant and want to have the dividends paid by bank transfer may require BRD to have the dividends paid by bank transfer.
Dividend payment for legal persons will be made only via bank transfer.
Bank transfer payments shall be processed pursuant to the shareholders' request and based on the supporting documents specified in the Annex (Points 2 and 3). The date of crediting the shareholders' bank accounts depends on the interbank circuit and the corresponding bank chain.
The shareholder shall be the sole holder of the bank account in which the transfer of net dividends is requested.
a) to the shareholders whose Personal Identification Number/ID specified in the documents presented at information offices are inconsistent with the documents submitted with Depozitarul Central; in such a case, Shareholders not represented by the Participantshall
address to Depozitarul Central. Details on how to update your personal identification data may be found on the Depozitarul Central's website.
b) to the heirs of the deceased Shareholders not represented by the Participant; in this case, Shareholders not represented by the Participant shall address to Depozitarul Central to register the transfer of ownership. The payment shall be made after the data are updated in the records of the payment agent, pursuant to the request of DepozitarulCentral.
Non-resident shareholders that do not have an account opened with Participants (point B) an want to apply the Double Taxation Convention concluded between Romania and their country of residence, provided that there is a legal instrument by which the information may be exchanged, and dividends collected at the Payment Date, i.e. the 22nd of July 2024, must send to DIGI Communications N.V., the 12th of July 2024, the certificate of fiscal residence issued for the year when the net dividend is paid (in original/certified copy, with apostille/legalized, if necessary), together with its certified translation into Romanian language, as well as the contact details for any clarifications.
For the tax residence certificates delivered after the 12th of July 2024, net dividends shall be paid after the Payment Date, i.e. after the 22nd of July 2024. If the shareholder has collected the dividends taxed at the standard tax rate, DIGI Communications N.V. shall pay, at a later date, the difference between the value of the tax applicable in Romania and the value of the favorable tax calculated as the result of applying the provisions of the Double Taxation Conventions, provided that the shareholder has submitted the supporting documents within the period of 5 years of dividends distribution, i.e. with at least 30 days before its expiration.
Note: In the case of open-end investment funds or pension funds with no legal capacity, documents will be provided to certify the status of the fund, including affidavit signed by the legal representative/authorized person to represent the fund, which should include: type of fund; the fact that the fund had no legal capacity, identification code in the ShareholdersRegistry.
The fiscal residence certificates shall be delivered:
Further information on the procedure regarding the payment of dividend may be requested from BRD at the email address: [email protected] or by phone: +40.721.273.310, +40.722.539.829, +40.722.642.649 or +40.726.336.037.
Please be advised that any changes to personal data in the Shareholders' Register (changes of name, address, etc.) shall be made only by Depozitarul Central S.A. at the request of the shareholder/entitled person.
For more information please access the website www.digi-communications.ro, Section CORPORATE GOVERNANCE or contact DIGI Communications N.V. at the email address investor.relations@digicommunications.ro or phone +4 031.400.6505.
CEO, Serghei Bulgac

1. Payments processed by bank transfer according to the requests submitted directly to Depozitarul Central S.A.
1.1. SHAREHOLDERS ACTING AS NATURAL PERSONS, IN PERSON OR BY LEGAL OR CONVENTIONAL REPRESENTATIVE shall submit to Depozitarul Central the form for collecting the IBAN code, where it will be specified the bank and account (IBAN code) opened in the name of the Holder of Financial Instruments (the sample form is available on Depozitarul Central's website www.depozitarulcentral.ro), and will be accompaniedby:
• a copy of the valid identity card on which the personal identification code must be legible certified by the holder as "true copy";
• a statement of account or a document issued by the bank (signed and stamped) certifying the existence of the account on the name of the Financial Instruments Holder, and specifying the IBAN code, in original;
• a copy of the documents certifying the quality of the application's signatory as the legal or conventional representative, if applicable - certified by the holder as "truecopy"; • evidence of fee payment.
1.2. SHAREHOLDERS ACTING AS LEGAL PERSONS, BY LEGAL OR CONVENTIONAL REPRESENTATIVE, shall submit to Depozitarul Central the form for collecting the IBAN code, where it will be specified the bank and account (IBAN code) opened in the name of the Holder of Financial Instruments (the sample form is available on Depozitarul Central's website www.depozitarulcentral.ro), and will be accompanied by:
• a copy of the registration certificate certified by the holder as "true copy";
• a copy of the document certifying the quality of the company's legal representative (provision of information on the company issued by the Trade Register/corresponding foreign authority – for the foreign entities) - certified by the holder as "truecopy";
• a copy of the document certifying the quality of the company's conventional representative certified by the holder as "true copy";
• a statement of account or a document issued by the bank (signed and stamped) certifying the existence of the account on the name of the Financial Instruments Holder, and specifying the account on the name of the holder – legal person, and the IBAN code, inoriginal; • evidence of fee payment.
Note: Documents submitted in a foreign language shall be accompanied by the certified translation in the Romanian language, and if issued by a foreign body, such documents must be with apostille/legalized, if
2. Payments processed in cash or by bank transfer by the Payment Agent, BRD Groupe Societe Generale, to SHAREHOLDERS - NATURALPERSONS
• RESIDENTS - identity card, valid, and having the personal identification code (CNP1 )
necessary.
1 Cod Numeric Personal i.e. personal identification code
written on it; • NON-RESIDENTS - identity card / passport with identification number.
If the shareholder – natural person is a minor with age between14-18 years, who wants to collect his/her own net dividends, in addition to the documents presented above, he/she must present also the approval of the legal representative. If the dividends are collected by the legal representative/guardian/curator, the requested documents shall be those specified at points 2.2 and 2.3 below.
• identity card of the tutor/parent on which the personal identification code must be legible;
• the shareholder's birth certificate, which must have a personal numeric code (CNP) + 1
photocopy certified for compliance with the original (photocopy is retained by the Paying Agent);
• the legal act establishing the guardianship in the case of a tutor who is not one of the parents +
1 photocopy certified as true copy (the photocopy will be held by the PaymentAgent).
• the curator's identity card with the personal identification code (CNP);
• the shareholder's identity card with the personal identification code(CNP);
• the legal act establishing the curatorship + 1 photocopy certified as true copy (the photocopy will be held by the Payment Agent).
• special power of attorney certified by the notary, which includes the power of attorney to collect dividends, issued with maximum 3 years prior to the payment date, unless the power of attorney is given for a period exceeding 3 years and is valid at the payment date + 1 photocopy certified as true copy (the photocopy will be held by the PaymentAgent);
• the identity card of the proxy having the personal identification code(CNP).
For the payment made by bank transfer to other banks than BRD, these documents shall also be accompanied by a statement of account certified by the bank where the transfer of dividends is requested or an evidence document issued by the bank certifying the holder of the above-mentioned account.
The shareholder shall be the sole holder of the account.
The supporting documents issued in other language than Romanian/English must be submitted with apostille/legalized, if applicable, and translated in Romanian (certified translation) (except for the provision of information from Trade Register/equivalent document issued by the competent authority certifying the quality of the legal representative, and which may be submitted in certified translation in English).
BRD reserves the right to request additional documents following the examination of requests for payment of net dividends submitted at its units.
In the case of cash payments, payments shall be made provided that all the co-owners present at the BRD' information offices, either in person or by a legal representative, and submit the documents necessary for cash payments.
In the case of payments to shareholders who have an account opened with a Participant, the dividends due to the co-owners will be transferred to the Participant whose Customersare.
If the co-owners request the payment by bank transfer, the dividends due to the co-owners shall be transferred to the account indicated by them to BRD or DepozitarulCentral.
If the co-owners request both Depozitarul Central to register the direct ownership transfer of shares as a
result of the severance of joint tenancy, in accordance with the applicable legal regime and the direct payment of dividends to each of the co-owners according to the number of shares acquired in exclusive ownership, Depozitarul Central will block the payment of the initial dividends, and will inform DIGI Communications N.V. on the registration of such transfer of ownership and the number of shares acquired in exclusive ownership by each of the co-owners. DIGI Communications N.V. will calculate the amounts corresponding to each former co-owner and send to Depozitarul Central the file containing the information for the payment of the amounts to each of them.
In the case of deceased shareholders, dividends are to be paid at the successors' request by transfer or in cash. Beforehand, the heirs must request Depozitarul Central to register the transfer of shares in the Shareholders' Registry of DIGI Communications N.V. (to successors) pursuant to the inheritance, as well as the direct payment of dividends to each of the heirs, according to the number of shares acquired. Following the request of the heirs, Depozitarul Central will block the payment of the initial dividends and inform the DIGI Communications N.V. on the registration of the transfer of ownership, the identity of the heir(s) and the number of financial instruments acquired by him/her. DIGI Communications N.V. will calculate the amounts corresponding to each heir and send to Depozitarul Central the file containing the information for paying the amounts to each ofthem.
• the registration certificate of the legal person/entity in the Trade Register/other equivalent document certifying the registration of the legal person/entity with the competent authority + 1 photocopy certified as true copy, which will be held by the PaymentAgent;
• identity card of the legal representative or, where appropriate, of the trustee;
• provision of information by the Trade Register/equivalent document issued by the competent authority dated no later than 3 months, specifying the legal representative of the company + 1 photocopy that will be held by the PaymentAgent;
• the notarized power of attorney of the proxy, in original or in a certified copy (the power of attorney will be held by the Payment Agent), ifnecessary.
For the payment made by bank transfer to other banks than BRD, these documents shall also be accompanied by a statement of account certified by the bank where the transfer of dividends is requested or an evidence document issued by the bank certifying the holder of the above-mentioned account.
The Shareholder shall be the sole holder of the account.
The supporting documents issued in other language than Romanian/English must be submitted with apostille/legalized, if applicable, and translated in Romanian (certified translation) (except for the provision of information from Trade Register/equivalent document issued by the competent authority certifying the quality of the legal representative, and which may be submitted in certified translation in English). BRD reserves the right to request additional documents following the examination of requests for payment of net dividends submitted at its units.
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