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Digi Communications N.V.

Pre-Annual General Meeting Information Apr 15, 2020

6226_iss_2020-04-14_152dcb61-b580-42f7-b792-6e19f59a29de.pdf

Pre-Annual General Meeting Information

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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.

CURRENT REPORT

pursuant to Law no. 24/2017 on issuers of financial instruments and market operations and to the Romanian Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations, and the relevant provisions of the Bucharest Stock Exchange Code

Report date: 14
April
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
th floor, 5th District, Romania
Building, Phase I, 4
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
Registration
number
with
The
Netherlands
Chamber
of
Commerce
Business
Register:
34132532/29.03.2000
RSIN: 808800322
Number (RSIN):
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: Recommendation regarding participation of shareholders to the annual general meeting of shareholders convened for 30 April 2020 in the context of the COVID-19 outbreak

In light of the public health risks caused by the COVID-19 pandemic and the restrictive measures implemented in the Netherlands and elsewhere concerning the gatherings of people, the Company recommends its shareholders not to attend the annual general meeting of shareholders (the "AGM") in person. In order to cast their votes:

Class A shareholders: holders of registered class A shares (which for the purposes of the AGM includes holders of rights of usufruct and pledgees with voting rights in respect of those shares) are advised to send the notice of attendance indicating that they will not participate in person to the meeting and instead will grant a proxy either to (i) a third party or to (ii) Mrs. Andra Gunescu and to Mrs. Madalina Elena-Lungu, any of whom may individually and alternatively (and not collectively) execute the given proxy, in which case such proxy must include unequivocal voting instruction(s).

Class B shareholders: holders of class B shares (which for the purposes of the AGM includes holders of rights of usufruct and pledgees with voting rights in respect of those shares) are advised to either (i) send the notice of attendance indicating that they will not participate to the meeting in person or be represented by their own representative and thus grant a power of attorney to Mrs. Andra Gunescu who will be authorised to, on behalf of the relevant holder, with the right of substitution, to attend the AGM, to sign the attendance list, to speak and to cast a vote at that meeting on the voting items on the agenda in accordance with the voting instructions provided by the relevant holder; or (ii) give voting instructions via the Evo-platform of ING Bank N.V. (www.ing.evoplatform.com/digi).

For further details, please refer to the convening notice for the AGM, available on the Company's website, at https://www.digi-communications.ro/en/see-file/Convocation-Notice-19.03.2020.pdf.

The Company acknowledges that constraints caused by the COVID-19 outbreak, particularly the restrictions to the physical presence of shareholders at the AGM and thus to ask questions at the meeting. For this reason, shareholders who wish to submit questions regarding items on the AGM agenda, are encouraged to do so by e-mail to digi.gsm@digicommunications.ro until 12:00 pm CET on Monday, 27 April 2020, (13:00 pm in Romania). The e-mail must include the name, surname, number of shares held by the shareholder on the record date for the AGM and the AGM agenda item to which the question relates.

Serghei Bulgac

Chief Executive Officer

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