Digi Communications N.V.

Regulatory Filings • Jul 27, 2020

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. CURRENT REPORT

pursuant to Law no. 24/2017 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:	27 July 2020
Name of the issuing entity:	DIGI COMMUNICATIONS N.V. (the "Company")
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: The Competition Council authorized the economic concentration accomplished by the Company's Romanian subsidiary ("RCS&RDS") by gaining control over some of the assets held by Akta Telecom S.A., Digital Cable Systems S.A. and ATTP Telecommunications S.R.L.

The Company would like to inform its investors and the market that on July 24, 2020, the Competition Council issued the decision no. 38/21.07.2020 ("RCC Decision"), authorising the economic concentration acomplished by RCS&RDS through gaining sole control over certain assets pursuant to the agreements entered into on 28 November 2019 ("Agreements") between the Company's Romanian subsidiary, hereinafter referred to as "Assignee" and Digital Cable Systems S.A., AKTA Telecom S.A., respectively ATTP Telecommunicatios S.R.L., hereinafter referred together as "Assignors".

Under these Agreements, RCS&RDS will operate the networks of the Assignors and will provide communications services to the clients, in exchange of the payment by RCS & RDS of a rent.

The condition precedent under the Agreements of obtaining the Competition Council's authorisation is now met; the non-object decision being subject to RCS&RDS complying with the commitments it had offered and that were accepted by the competition authority ("Commitments").

The Commitments were offered by RCS&RDS in order to address the Competition Council's concerns regarding the merger and they are broadly two sided, refering to:

• the relationship between RCS&RDS and the clients who will become RCS&RDS customers pursuant to the Agreements, and
• the relationship between RCS&RDS and the Tv Channel providers.

The Commitments regarding the clients will be binding for a period of three years as of the date of the authorisation and they mainly refer to the undertaking made by RCS&RDS to upgarde the networks and to provide to at least 95% of the clients communications services of the same technical quality as offered to its existing customers. In addition, RCS&RDS has to offer to all customers the opportunity to benefit from the packages and prices offered by RCS&RDS to its existing customers and refrain from price increases during the three year period under review.

The commitment regarding TV Channel providers is binding for a five-year period as of the date of the authorisation. The commitment refers to the undertaking made by RCS&RDS that, in case it does not reach a commercial agreement with any TV Channel provider for inclusion of such channel into its Basic TV Package, then it will offer the provider the possibility to carry such channel as a pay tv offering which shall be provided to customers in exchange for an additional charge. The price of such pay tv channel will be mainly determined by the TV Channel provider.

Serghei Bulgac

Chief Executive Officer