Digi Communications N.V.

M&A Activity • Dec 2, 2019

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:	29 November 2019
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: RCS & RDS S.A., the Company's subsidiary in Romania ("RCS&RDS") entered into agreements having as subject matter the right to operate by RCS&RDS the telecommunications networks of the Romanian companies Digital Cable Systems S.A., AKTA Telecom S.A. and ATTP Telecommunications S.R.L..

The Company would like to inform its investors and the market that, on November 28, 2019, RCS&RDS, 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", concluded agreements (together the "Agreements") having as subject matter the operation by RCS&RDS of the assets used for providing telecommunication services to residential type customers. Additionally, through the agreement concluded with ATTP Telecommunicatios S.R.L., RCS&RDS will also become owner of assets consisting in infrastructure, clients etc, upon the fulfillment of the conditions precedents mentioned below.

Under these Agreements, RCS&RDS will operate the electronic communications networks of the Assignors and will provide electronic communications services to the clients, in exchange of the payment by RCS & RDS of a rent in the amount agreed by the parties. According to these Agreements, RCS&RDS will provide a number of approximatively 540 thousand internet access, cable television, fixed and mobile telephony services.

The Agreements are concluded for an initial duration of 3 years, which can be extended at the option of either party for a new term of 3 years. The total amount due as rent or price by RCS&RDS under the Agreements are in maximum amount of EUR 77 million excluding VAT.

The operation of the networks, respectively the purchase of assets will take place if the following conditions precedent are met: (a) the approval of the transaction by the competition authority and (b) ATTP Telecommunications S.R.L. cumulatively acquiring (i) the required rights in order to transfer the use of the assets that are the subject matter of the agreement concluded between ATTP Telecommunications S.R.L. and RCS&RDS, (ii) the majority of the shares in Digital Cable Systems S.A. and (iii) the majority of the shares in AKTA Telecom S.A..

Pursuant to these Agreements, the Assignors intend to provide high quality services at the best prices to their residential type clients. RCS&RDS has all the resources, capabilities and the required knowledge for ensuring the attainment of this objective by exploiting the synergies between its own electronic communications network and the networks which is subject matter of the Agreements.

Serghei Bulgac

Chief Executive Officer