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Digi Communications N.V.

Audit Report / Information Jul 30, 2019

6226_iss_2019-07-30_3440ce1c-af8e-4b04-b235-8bad5f18525f.pdf

Audit Report / Information

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DIGI

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. 24/2007 on issuers of financial instruments and market operations and to the Romanian Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instruments and market operations, and the relevant provisions of the Bucharest Stock Exchange Code

Report date: 30 July 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, 4 th floor, 5 th District, Romania
Phone/Fax number: $+4031.400.65.05/ +4031.400.65.06$
The
number
with
Registration
Netherlands Chamber of Commerce
Business Register and Dutch Legal
and
Entities
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 ( $\epsilon$ 0.10) each and
(ii) 35,443,972 class B shares, with a nominal value of one
eurocent ( $\in$ 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: Independent Limited Assurance Report issued by the external auditor of the Company on 29 July 2019 regarding the information included in the current reports issued by the Company under Law 24/2017 (Article 82) and FSA Regulation no. 5/2018.

For details, please see the report attached below.

Serghei Bulgac

Chief Executive Officer

Page $1$ of $1$

Ernst & Young Assurance Services SRL Bucharest Tower Center Building, 22nd Floor 15-17 Ion Mihalache Blvd., Sector 1 011171 Bucharest, Romania

Tel: +40 21 402 4000 Fax: +40 21 310 7193 [email protected] ey.com

Independent Limited Assurance Report on the information included in the current reports issued by the Company in accordance with requirements of Law 24/2017 (Article 82) and Regulation no. 5/2018

To the Board of Directors of Digi Communications N.V.

We were engaged by Digi Communications N.V. (hereinafter "the Company") to perform certain procedures in accordance with Regulation no. 5/2018 of Financial Supervisory Authority ("ASF") with all its subsequent amendments and updates and report on the information included in the attached current reports (dated 15 February 2019, 15 March 2019, 15 April 2019, 15 May 2019, 14 June 2019, 15 July 2019 and the current amending report dated 29 July 2019) (hereinafter the "Reporting Schedules") that have been prepared by the Company in accordance with the requirements of the Law 24/2017 (Article 82) ("the criteria") to report to the Financial Supervisory Authority ("FSA") and to the Bucharest Stock Exchange for the period from 1 January 2019 to 30 June 2019. The Reporting Schedules have been prepared by the Company based on legal documents signed by the Company with its administrators, employees and significant shareholders as well as with the persons related to them. The Reporting Schedules are the responsibility of the Company's management. Our procedures have been performed exclusively on the Reporting Schedules mentioned above, covering the period 1 January 2019 to 30 June 2019.

Specific Purpose

This report is intended solely for the purposes specified in the first paragraph above and for your information and must not be used for any other purpose. The report refers exclusively to the Reporting Schedules and must not be associated with any Company's financial statements as a whole. Our procedures have been performed exclusively on the contracts signed during the period 1 January 2019 to 30 June 2019.

Management's Responsibilities

The Company's management is responsible for the preparation of the Reporting Schedules in accordance with the requirements of the Law 24/2017 (Article 82) ("the criteria"). In particular, the Company's management is responsible for internal controls being designed and implemented to prevent the Reporting Schedules from being materially misstated.

In addition, the Company's management is responsible for ensuring that the documentation provided to the auditor is complete and accurate. The Company's management is also responsible for maintaining the internal control system that reasonably ensures that the documentation described above is free from material misstatements, whether due to fraud or error.

The English version of the limited assurance report on the information included in the current reports issued by the Company in accordance with requirements of Law 24/2017 (Article 82) and Regulation no. 5/2018 represents a translation of the original limited assurance report issued in Romanian language.

Auditor's Responsibilities

We conducted our assurance engagement in accordance with International Assurance Standards, particularly ISAE 3000 (revised), "Assurance Engagements Other than Audits or Reviews of Historical Financial Information", as adopted by the Chamber of Financial Auditors in Romania. These regulations require that we comply with ethical standards and plan and perform our assurance engagement to obtain limited assurance about the Reporting Schedules.

We apply International Standard on Quality Control 1 (ISQC 1), and accordingly, we maintain a robust system of quality control, including policies and procedures documenting compliance with relevant ethical and professional standards and requirements in law or regulation.

We comply with the independence and other ethical requirements of the IESBA Code of Ethics for Professional Accountants, which establishes the fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

The procedures selected depend on the auditor's judgment. The procedures include, in particular, inquiry of the personnel responsible for financial reporting and risk management and additional procedures aimed at obtaining evidence about the Reporting Schedules.

The assurance engagement performed represents a limited assurance engagement. The nature, timing and extent of procedures performed in a limited assurance engagement is limited compared with that necessary in a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is lower.

In respect of the Reporting Schedules of the Company we have performed the following procedures:

  • 1) We have obtained the attached Reporting Schedules from the Company and agreed that the signatures on the Reporting Schedules are those of relevant representative of the Company and we have undertaken a comparison of the details required to be included in the Reporting Schedules as indicated in Law 24/2017 (Article 82) to the information actually included by the Company.
  • 2) We have compared details, for the individual contracts/agreements we have considered, as detailed in this Report, to determine if the content of the Reporting Schedules is consistent, in all material respects, with information as per signed contracts and agreements presented to us and that the presented documents have been signed by representatives of the Company that are indicated in the authorized signature schedule provided to us by the Company. As applicable, our procedures have compared the Reporting Schedules to the contract and agreement documentation for consistency of details on: the parties which signed the legal document; the date when documentation was signed and the nature of the documentation; the description of the type of goods/services as indicated in the documentation; the total value of the contract/agreement documentation, and, as applicable, contract related terms and conditions.

  • 3) We have compared the details disclosed in the Reporting Schedules for consistency with the information provided to us from discussion with management and to the extent indicated in contract/agreement documentation, in relation to the basis and nature of the contract/agreement entered into by the parties.

  • 4) From discussions with the management and from perusal of Company policies and procedures provided to us, we have considered the consistency of the transactions performed with administrators, employees and significant shareholders, as well as with persons related to them with the Company's policies and procedures.
  • 5) To the extent that there is a market price for the goods or services provided by administrators, employees and significant shareholders, as well as with persons related to them, we have discussed the basis for the price agreement and considered if, to the extent applicable, the prices agreed are consistent with that used for third (other) parties, where similar goods or services could be provided. To the extent that no market prices are available, we have analyzed if the transactions have been performed based on the signed approved contracts.

Our procedures have been performed only on the contracts included in the attached Reporting Schedules, that have been concluded/modified during 1 January 2019 to 30 June 2019 and that have an estimated value during the reporting period above 50,000 Euros. We have not performed any procedures to verify whether the Reporting Schedules include all the transactions and details that the Company has to report according to Article 82 of Law 24/2017 for the reporting period.

Conclusion

With regard to the above procedures, we mention the following aspects:

In the attached Reporting Schedules dated 15 February 2019, 15 March 2019, 15 April 2019 and respectively 14 June 2019, Section I, Annex 1, the Company reported cumulatively the total number of the class B shares transferred to the employees based on the stock option plan which was approved through the Decision of the Board of Directors of the Company dated 28 December 2017 through which a number of directors, officers and employees of one of the Company's subsidiaries in Romania, RCS & RDS SA, will be granted options to acquire for free class B shares of the Company, and respectively based on the stock option plan which was approved through the Decision of the General Meeting of Shareholders of the Company dated 2 May 2018 and though the Decision of the Board of Directors of the Company dated 21 May 2018, through which a number of directors of the Company and of one of the Company's subsidiaries in Romania, RCS & RDS SA, will be granted options to acquire for free class B shares of the Company. The Company did not report the legal documents signed with each individual because the class B shares were granted for free. We also mention that, in the attached Reporting Schedule dated 15 March 2019, Section I, Annex 1, the actual number of shares granted by the Company in February 2019, is of 1,077,300 class B shares of the Company, instead of 1.076.900 shares.

Based on the procedures performed and evidence obtained, as described above, regarding the legal documents which are included in the Reporting Schedules, except for the matters presented above, nothing has come to our attention that causes us to believe that:

  • The details as indicated in the Reporting Schedules are not in accordance with the related $a)$ contracts/agreements presented to us.
  • b) The details in the Reporting Schedules are not, in all material respects, consistent with the requirements of the legislation.
  • c) The related contracts/agreements provided to us were not properly authorized by representatives of the Company.
  • The prices have not been established by mutual agreement between the parties in $\mathsf{d}$ accordance with the type of goods/services and also by considering other terms and conditions mentioned in the respective contracts signed between the parties.
  • The terms and conditions of the contracts reported by the Company under which $\Theta$ transactions have been completed with administrators, employees, significant shareholders, as well as with the persons related to them, are not established on the basis of the contracts signed by the Company according to the type of services and to other terms and conditions agreed between the parties.

Our report is solely for the purpose set forth in the first paragraph of this Report and for your information and is not to be used for any other purpose.

This Report relates only to the Reporting Schedules as mentioned above and does not extend to any other reports of the Company, individually or taken as a whole.

On behalf of Ernst & Young Assurance Services SRL

Boadan lon Partner

Frei & Young Assistance Services S.R.L 2 9. IUL 2019 ener for identifica

29 July 2019 Bucharest, Romania

Attachment

  1. Reporting Schedules

EDICU

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 of financial instruments and market operations, and the relevant provisions of the Bucharest Stock Exchange Code

Report date: 15 February 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, 4 th floor, 5 th 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
Registration number with The Netherlands Chamber of
Commerce Business Register: 34132532/29.03.2000
RSIN: 808800322
Entities
and
Partnerships
Identification 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 ( $\epsilon$ 0.10) each and
(ii) 35,443,972 class B shares, with a nominal value of one
eurocent ( $\in$ 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: Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V. in January 2019 or in other period but effective in January 2019, in accordance with article 82 of Law no. 24/2017 and FSA Regulation no. 5/2018.

Page $1 of 3$ $\bar{z}$

Enst & Young Acelis no Services S.R.L.
29.IUI 2019
$\left \mathcal{L}_{\text{start}}\right $
I
こうきょう アルチン
CONTACT AND TAKE TAKE THE REAL PROPERTY
1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1
$\sim$ 2017 $\sim$
Company
A A A A A A A A A A A A A A A A A A A
;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;



こうせきじょう ファリー
i
.
.
.
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ANNEX1

Balance
EXERE
Abended
Signa
9 ΣÁ
Penal
ties

S
Estimate
d
Receiva
bilities
bilities
in RON
ă
Estimated
Receivables/
Liabilities in
HCY
Å ş
Guaran
tees
$\overline{1}$ Ş
Payment
term
$\sharp$
Comments Under these agreements, a total number of approx. 68,700 of the Company's treasury class B shares were transferred for no consideration (the vesting process for the remaining employees under this program is ongoing)
Total Contract Value Amount in
¥
g, $\frac{4}{2}$
ğ $\frac{4}{2}$
Object N Transfer of shares under the Romanian SOP 2017
End date
Addendum
w ş
Start Date
Addendum
iň,
End Date
Initial
Contract
4 VA.
Start Date
Initial
Contract
m January 2019
Supplier/The
other party to the
contract
N ទ្ធ COMMUNICATIONS .
انو
One party to
the contract
Beneficiary/
Approx. 167 employees of the
Company's
subsidiaries in
Romania, as per
the Romanian
2017 SOP
g 0

Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period but effective in January 2019 under article 82 of Law no. 24/2017 ANNEX2 $\Rightarrow$

Start Date
Addendum $\mathbf{u}$ End Date
Initial
Contract $\ddot{\phantom{0}}$ Start Date
Initial
Contract $\ddot{\phantom{1}}$ Supplier/Th
e other
party to the
contract Beneficiary/
One party to
the contract $\dot{z}$ $\bullet$ CONTRACTOR

  1. IUL. 2019

Balance at
31 January
2019

រ្ត្ ខ្ញុំ ង្វ

Estimated
Receivables/Li
abilities in
RON

Estimated
Receivables
/Liabilities
In HCY

Guarantees

Payment term

Comments

Total Contract Value

Object

End date
Addendum

$\bullet$

Amount in

ě $\bullet$

ğ $\ddot{\phantom{a}}$ 350,000,000

$\ddot{\phantom{1}}$

1,657,180,000

350,000,000

$\begin{tabular}{c|c} \hline & \multicolumn{1}{c}{\textbf{1}}\ \hline \multicolumn{1}{c}{\textbf{1}}\ \hline \multicolumn{1}{c}{\textbf{complane}}\ \hline \multicolumn{1}{c}{\textbf{complane}}\ \multicolumn{1}{c}{\textbf{1}}\ \multicolumn{1}{c}{\textbf{1}}\ \multicolumn{1}{c}{\textbf{2016}}\ \hline \multicolumn{1}{c}{\textbf{1}}\ \hline \multicolumn{1}{c}{\textbf{1}}\ \hline \multicolumn{1}{c}{\textbf{1}}\ \hline \multicolumn{1}{c}{\textbf{1}}\ \hline \$

5.562%
interest p.a
with quarterly
payments
through
through

ï

350,000,000

EUR

Proceeds Loan-
Bonds 2016

$\lessgtr$

N/A

30/09/2023

26/10/2016

RCS&RDS S.A.

$\overline{a}$

$\frac{16}{16}$

ង្ក្

$\sharp$

$\overline{13}$

$\mathbf{1}$

$\mathbf{a}$

$\begin{tabular}{c|c} & \multicolumn{2}{c}{\multicolumn{2}{c}{\multicolumn{2}{c}{\hspace{-2.3em}}}}\hline {\multicolumn{2}{c}{\hspace{-2.3em}}\hspace{-2.2em}}\hspace{-0.2em}\textbf{161} \\hline \multicolumn{2}{c}{\hspace{-2.3em}}\hspace{-0.2em}\textbf{161} \\textbf{17} \\textbf{18} \\textbf{18} \\textbf{18} \\textbf{18} \\textbf{19} \\textbf{19} \\textbf{19} \\textbf{10} \\textbf{18} \\textbf{19}$

$2 of 3$ Page

Balance at
31 January
2019
100,000 1,397,720 4,360,056
ត្ត
ក្នុង
Ø $\pmb{\cdot}$ ï $\blacksquare$
Receivables/Li
abilities in
Estimated
RON 473,480 6,617,923 20,643,995
Receivables
/Liabilities
Estimated
TOH th 100,000 1,397,720 4,360,056
Guarantees Agreement
(pct XIV) pg
Borrowings
Prospectus
please see
Note 14
Loans and
2016. For
F-64/350
from the
April 2017
October
Bearings
Interest
from 26
from 7
Facility
details
Senior
g
$\lambda$ $\blacksquare$
Payment term payment order
Monthly,
5.5% p.a
interest
5.5% p.a
interest
Comments Chapter 5 Board
Prospectus from
Net amount per
details, please
subchapter 5.7
Remuneration
year for each
of directors
from the IPO
26 April 2017.
director. For
of Directors,
Information,
see Part 13
Additional
the extension of
repayment date
Addendum for
the credit and
val 9 of du
interest
2019
$\bullet$
Total Contract Value Amount in
Й,
100,000 5,000,000 10,000,000
Ř EUR EUR Euro
Object Management
contracts
Borrowing Contract
Extension of the
credit and interest
from 12 May 2017
repayment date
related to the
loan
Addendum
End date
$\sum_{i=1}^{n}$ 09/05/2019 $\mathbf{N}^{\mathbf{A}}$
Start Date
Addendum
$\frac{4}{2}$ 14/09/2018 $\sum_{i=1}^{n}$
End Date
Initial
Contract April/May
2020
$\lessgtr$ 16/12/2019
Start Date
Initial
Contract April/May
2017
ΝÁ 8toz/zerf
party to the
Supplier/Th
eother
contract $\vert$ Directors MANAGEME
NT SA
ប្ផ
Communicat
ions N.V.
j₽
Beneficiary/
One party to
the contract COMMUNICA
TIONS N.V.
0ig
RCS&RDSSA RCS&RDS SA Serghei Bulgac, Chief Executive Officer
$\mathbf{\hat{z}}$ $\sim$ m 4

$\hat{\mathbf{v}}$

2 9. 101 2019 Signed for identification $\lambda$

$3 of 3$

TOBE BE

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 of financial instruments and market operations, and the relevant provisions of the Bucharest Stock Exchange Code

Report date: 15 March 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, 4 th floor, 5 th 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 ( $\epsilon$ 0.10) each and
(ii) 35,443,972 class B shares, with a nominal value of one
eurocent ( $\in$ 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: Reporting of legal documents
concluded by DIGI

COMMUNICATIONS N.V. in February 2019 or in other period but effective in February 2019, in accordance with article 82 of Law no. 24/2017 and FSA Regulation no. 5/2018.

Page 1 of 4

)
¡Emat & Young Assurance Services S.A.L. $29.101.2019$ Signed for identification

ANNEX1

Balance at
28 February
2019 $\frac{16}{16}$ $\frac{8}{2}$ 204,065,934
Peria ties $\mathbf{\mathfrak{p}}$ $\sum_{\mathbf{X}}$
Receivables/L
Estimated
iabilities in RON $\mathbf{z}$ ş $\pmb{\cdot}$
967,599,030
Estimated
Receivabl
es/Liabilit es in HCY Ħ $\frac{4}{2}$ 204,065,934
Guarante Ø ă N/A $\mathbf{z}$ complian ce with the 2016 Indenture Agreeme nt and £ Senior Facility Agreeme nt from 7 October
Payment term $\sharp$ $\sum_{i=1}^{n}$ Interest shall be
higher
than p.a, to be
5.00% i
agreed by
$\ddot{t}$
parties on the basis of a transfer pricing analysis provided by the tax
Comments $\mathbf{a}$ Under these agreements, a total number of approx. 1,076,900 of the Company's treasury class B shares were transferred for no consideration (the vesting process for the remaining employees under this program is Ongoing) Consist of addition of a new loan to the initial one, in the mentioned amount
Total Contract Value Amount in $\tilde{\vec{B}}$ o, 203,500,000
è $\infty$ ΣÁ ã
Object N Transfer of shares under the Romanian SOP 2017 Proceeds Loan-Bonds 2016, as amended and restated at 12.02.2019 according cu the additional Bonds 2019
Addendum
End date
Ø N/A N/A
Addendum
Start Date
LŊ, $\sum_{i=1}^{n}$
End Date
Initial
Contract
$\frac{1}{2}$ 30/09/2023
Start Date
Contract
Initial
m February 2019 12/02/2019
other party to the
Supplier/The
contract
$\ddot{\phantom{1}}$ DIGI COMMUNICATIONS Σ. DIGI COMMUNICATIONS
One party to
the contract
Beneficiary/
Н Approx. 2,017 employees of the
c/npany's
subsidiaries in tomania, as per
he Romanian
2017 SOP RCS&RDS S.A. $\geq$
울. $\bullet$ H $\mathbf{r}$ Erret & Young Assiminee Services S.R.L.
2 9. 101. 2019
Signed for identification

$2 of 4$

Page

Balance at
28 February
2019
Para
Hés
N/A
Estimated
Receivables/L
Iabilities in
RON
Estimated
Receivabl
es/Liabilit
les in HCY
Guarante
g,
2016 УÁ
Payment
term
advisers ş
Comments Consists of the rectification of a typo error regarding the aggregate amount of the both loans, namely the loan from 26.10.2016 and the additional loan from 12.02.2019
Total Contract Value Amount in
ŘЯ
553,500,000
ě S
Object Errata Addendum to the Amended and Restated Proceed Loan dated 12.02.2019
End date
Addendum
30/09/2023
Start Date
Addendum
21/02/2019
End Date
Initial
Contract
30/09/2023
Start Date
Initial
Contract
12/02/2019
Supplier/The
other party to the
contract
g COMMUNICATIONS $\frac{1}{2}$
Beneficiary/
One party to
the contract
CS&RDSS.A.
ş m

$\ddot{\phantom{0}}$

II. Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period but effective in February 2019 under article 82 of Law no. 24/2017

ANNEX 2

28 February
2019
Balance at
9 350,000,000
훈 픆 Ľ,
Estimated
Receivables/LI
abilities in
RON \$ 1,659,560,000
Receivables
/Liabilities
Estimated
Takel A 350,000,000
Guarantees compliance
with the
2016
Agreement
and the
Senior
Facility
From 7
from 7
Cotober
Oto For
2016. For
Indenture
please see
Note 14
Loans and
Bearings
Interest
$\epsilon$
Payment term Ħ payment order
interest p.a
with quarterly
payments
through
5.562%
Comments
Total Contract Value Amount in
ě
G) 350,000,000
ğ $\infty$ €UR
Object ţ. Proceeds Loan-
Bonds 2016
End date
Addentium
g, $\frac{4}{5}$
Start Date
Addendum
in ŊΆ
End Date
Initial
Contract
30/09/2023
Start Date
Initial
Contract
m 26/10/2016
Supplier/Th
e other
party to the
contract
N DIGI
COMMUNIC
ATIONS N.V.
(CABLE
COMMUNIC
COMMUNIC
ATIONS
SYSTEMS
Beneficiary/
One party to
the contract
٣ŧ RCS&RDS S.A.
$\frac{3}{2}$ 0
fired & Young Assess to Convice \$.R.I
2 9. IUL. 2019
Signed for identification

$3$ of $4$ Page

28 February
Balance at
2019 100,000 1,028,158 4,202,240
효공 ď í. $\cdot$ ,
Receivables/Li
Estimated
abilities in RON 474,160 4,875,115 19,925,341
Receivables
Estimated
/Liabilities ĭя HCY 100,000 1,028,158 4,202,240
Guarantees (pct XIV) pg
Borrowings
Prospectus
F-64/350
from the
April 2017
from 26
5
5
$\ddot{\phantom{0}}$ $\blacksquare$
Payment term payment order
Monthly,
5.5% p.a
interest
5.5% p.a
interest
Comments Net amount per
Chapter 5 Board
details, please
Prospectus from
subchapter 5.7
Remuneration
year for each
director, For
Information,
of Directors,
from the IPO
see Part 13-
26 April 2017.
of directors
Additional
the extension of
repayment date
Addendum for
the credit and
ya Nay
interest
2019
Total Contract Value Amountin Ğ 100,000 5,000,000 10,000,000
ě EUR EUR Euro
Object Management
contracts
Borrowing Contract
Extension of the
credit and interest
from 12 May 2017
repayment date
related to the
Loan
End date Addendum $\frac{4}{2}$ 09/05/2019 N/A
Start Date Addendum 14/09/2018 Ş
End Date
Initial
Contract April/May
2020
ş 16/12/2019
Start Date
Initial
Contract April/May
2017
17/12/2018
Supplier/Th
party to the
eother
contract Directors MANAGEME
NT SA
RCS
Communicat
ions N.V.
ja
Serghei Bulgac, Chief Executive Officer
One party to
Beneficiary/
the contract COMMUNICA
TIONS N.V.
DIGI
RCS&RDS SA RCS&RDS SA
ż $\mathbf{\hat{z}}$ m 4

4 of 4

Page

IDICH

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 of financial instruments and market operations, and the relevant provisions of the Bucharest Stock Exchange Code

Report date: 15 April 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, 4 th floor, 5 th 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 ( $\epsilon$ 0.10) each and
(ii) 35,443,972 class B shares, with a nominal value of one
eurocent ( $60.01$ ) 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: Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V. in March 2019 or in other period but effective in March 2019, in accordance with article 82 of Law no. 24/2017 and FSA Regulation no. 5/2018.

Page $1$ of 4

)
: Erritä Young Assum v.a. Sankeas S.A.L. 2 9. IUL 2019 . Slaued for jdentification

Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V. in March 2019 under article 82 of Law no. 24/2017 $\overline{a}$

ANNEX1

Balance at
31 March
2019
H
N
na
Hies
'n, ΝÁ
Receivables/L
Estimated
iabilities in
RON
Estimated
Receivabl
es/Liabilit
Tes in HCY
2 ΣÁ
Guarante Ø ă $\sum_{i=1}^{n}$
Payment term Ħ
Comments ន្ត Under these agreements, a total number of approx. 194,600 of the Company's treasury class B shares were transferred for no consideration (the vesting process for the remaining employees under this program is ongoing) Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period but effective in March 2019 under article 82 of Law no. 24/2017
Total Contract Value Amount in
ğ
ø, Ş
ğ $\boldsymbol{\omega}$ ΝÁ
Object N Transfer of shares under the Romanian SOP 2017
End date
Addendum
ω
Start Date
Addendum
u,
End Date
Initial
Contract
Ħ ş
Start Date
Initial
Contract m March 2019
other party to the
Supplier/The
contract
Ν DIGI COMMUNICATIONS Σ.
One party to
the contract
Benefidary/
н Approx. 369 employees of the
company's
ubsidiaries in tomania, as per
he Romanian
2017 SOP
å
۰
$\bullet$ ÷ Enet & Youts Avenue Services S.A.L ANNEX2
$\blacksquare$
Balance at
31 March
2019
ř 150,000,000
Fen ୍ଧ
Estimated
Receivables/Li
abilities in
RON
1,566,980,000
Estimated Receivables
//Liabütties
- in HCY
350,000,000
Guarantees Ŕ compliance
with the
2016
Indenture
Agreement
Agreement
Payment term with quarterly
payments
through
bayment order
nterest p.a
5.562%
Comments Ē
Total Contract Value Amount in
Ř
350,000,000
ġ × 5
Doject roceeds Loan-
Bonds 2016
End date
Addendum
£
Start Date
Addendum
End Date
Initial
Contract
30/09/2023
Start Date
Initial
Contract
16/10/2016
Supplier/Th
e cother
party to the
contract
DIGI
COMMUNIC
ATIONS N.V.
CABLE
CAMUNIC
COMMUNIC
ATIONS
ATIONS
Beneficiary/
One party to
the contriact
CS&RDS S.A.
Ś

$2 of 4$ Page

Balance at
31 March
2019
100,000 858,889 3,736,407 203,500,000
a ⊞
a
ă, $\bar{1}$ $\pmb{\mathfrak{t}}$ $\bullet$ $\blacksquare$
Receivables/Li
Estimated
abilities in
RON
476,280 4,090,718 17,795,760 969,299,800
Receivables
Estimated
/Liabilities
TOH of
100,000 858,889 3,736,407 203,500,000
Guarantees Agreement
Borrowings
please see
(pct XIV) pg
Prospectus
Loans and
2016. For
Bearings
October
Note 14
F-64/350
from the
Facility
Interest
details
April 2017
from 7
Senior
from 26
۵ď
ł $\pmb{\cdot}$ compliance
Agreement
Indenture
with the
and the
2016
$\epsilon$
Payment term payment order
Monthly,
5.5% p.a
interest
5.5% p.a
interest
be higher than
5.00% i p.a. to
the parties on
Interest shall
the basis of a
be agreed by
transfer
Comments Chapter 5 Board
Net amount per
Prospectus from
details, please
subchapter 5.7
year for each
Remuneration
director. For
from the IPO
Information,
26 April 2017.
see Part 13-
of directors
of Directors,
Additional
the extension of
repayment date
Addendum for
the credit and
ya kwa e co dn
interest
2019
$\blacksquare$ new loan to the
the mentioned
addition of a
initial one, in
Consist of
arnount
Total Contract Value Amount in
RC
100,000 5,000,000 10,000,000 203,500,000
$\boldsymbol{\xi}$ ã EUR ξuη ã
Object Management
contracts
Borrowing Contract
from 12 May 2017
Extension of the
credit and interest
repayment date
related to the
Loan according cu the
additional Bonds
Proceeds Loan-
Bonds 2016, as
amended and
restated at
12.02.2019
End date
Addendum
$\frac{4}{2}$ 09/05/2019 $\frac{4}{2}$ $\stackrel{\triangle}{\ge}$
Start Date
Addendum
УA
К
14/09/2018
N∕
$\frac{4}{2}$
End Date
Initial
Contract April/May
2020
Ş 16/12/2019 EZ0Z/60/0E
Start Date
Initial
Contract April/May
2017
$\frac{4}{2}$ 17/12/2018 12/02/2019
Supplier/Th
e other
party to the
contract
x,y Directors MANAGEME
NT SA
ប្ផ
Communicat
ions N.V.
Ö
DIGI
COMMUNIC
ATIONS N.V.
Beneficiary/
Ore party to
the contract COMMUNICA
TIONS N.V.
DIGI
RCS&RDSSA RCS&RDS SA RCS&RDS S.A.
ģ.

Signed for pentilication

Balance at
31 March
2019
電景
5
Estimated
acceivables/Li
abilities in
RON
Estimated
Receivables
/Liabilities
in HCY
Guarantees
Senior
Facility
Agreement
from 7
October
October
Payment term
pricing
analysis
rrovided by
the tax
advisers
Comments
Amount in
HCY
otal Contract Value
š
tiert
2019
End date
Addentdum
Start Date
Addendum
ind Date
Initial
Contract
Start Date
Initial
Contract
iupplier/Th
e other
party to the
contract
Beneficiary
One party to
the contract
ġ

Serghei Bulgac, Chief Executive Officer

Entita Young Assission Scribes S.R.L. $\begin{array}{|c|c|c|}\hline & 2 & 9 & \text{IUL} & 2019 \ \text{Signed for verification} & & \\hline \end{array}$

$\lambda$

EDICO

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 of financial instruments and market operations, and the relevant provisions of the Bucharest Stock Exchange Code

Report date: 15 May 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, 4 th floor, 5 th 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 ( $\epsilon$ 0.10) each and
(ii) 35,443,972 class B shares, with a nominal value of one
eurocent ( $60.01$ ) 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: Reporting of legal documents concluded by DIGL

Important events to be reported: Reporting of legal documents concluded by DIGI
COMMUNICATIONS N.V. in April 2019 or in other period but effective in April 2019, in accordance with article 82 of Law no. 24/2017 and FSA Regulation no. 5/2018.

$\ddot{\phantom{a}}$

Page $1$ of $3$

[Eret & Young Ascultinue Services S.R.L.]
29.101.2019
Rigned for identification

Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V. in April 2019underarticle 82 of Law no. 24/2017

$\overline{a}$

During April 2019 no legal documents were concluded by DIGI COMMUNICATIONS N.V. under article 82 of Law no. 24/2017.

Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period buteffective in April 2019 underarticle 82 of Law no. 24/2017 $\mathbf{H}$

30 April 2019
Balance at
$\frac{1}{2}$ 350,000,000 100,000
ន្ថិ ឱ្យ H $\pmb{\mathfrak{p}}$ $\ddot{\phantom{0}}$
Receivables/Li
Estimated
abilities in
Ř $\boldsymbol{z}$ 1,665,370,000 475,820
Receivables
/Liabilities
Estimated
in HCY Ę 350,000,000 100,000
Guarantees $\boldsymbol{\mathsf{a}}$ compliance
Agreement
Indenture
Agreement
with the
Borrowings
(pct XIV) pg
please see
Prospectus
Loans and
and the
2016. For
Facility
October
F-64/350
from 7
Note 14
Bearings
from the
April 2017.
Interest
2016
Senior
details
from 26
$\epsilon$
$\overline{5}$
$\ddot{\phantom{0}}$
Payment term $\overline{a}$ payment order
with quarterly
interest p.a
payments
through
5.562%
payment order
Monthly,
Comments ន្ត ŧ Net amount per
Chapter 5 Board
details, please
subchapter 5.7
Remuneration
year for each
director. For
Information,
of Directors,
see Part 13-
of directors
Additional
Total Contract Value Amount in
¥
ø, 350,000,000 100,000
Йà œ $\tilde{a}$ EUR
Object r Proceeds Loan-
Bonds 2016
Management
contracts
End date
Addendum
٠ N/A N/A
Addendum
Start Date
m N/A $\frac{4}{2}$
End Date
Initial
Contract
۳ 30/09/2023 April/May
2020
Start Date
Contract
Initial
m 26/10/2016 April/May
2017
Supplier/Th
party to the
eather
contract $\sim$ COMMUNIC
ATIONS N.V.
(CABLE
COMMUNIC
SYSTEMS
N.V.)
ATIONS
DIGI
Directors
One party to
Beneficiary/
the contract
Н RCS&RDS S.A. COMMUNICA
TIONS N.V.
ğ
ġ $\bullet$ $\blacksquare$
ENERGY AND RESERVE STATE
$\sim$

$2$ of $3$

Page

$\ddot{\phantom{0}}$

Page 3 of 3

DECTE

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 of financial instruments and market operations, and the relevant provisions of the Bucharest Stock Exchange Code

Report date: 14 June 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, 4 th floor, 5 th 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 ( $\epsilon$ 0.10) each and
(ii) 35,443,972 class B shares, with a nominal value of one
eurocent ( $60.01$ ) 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: Reporting of legal documents concluded by DIGI

ng of legal documents concluded by DIGI COMMUNICATIONS N.V. in May 2019 or in other period but effective in May 2019, in accordance with article 82 of Law no. 24/2017 and FSA Regulation no. $5/2018.$

Page $1$ of 5

Email & Young Assistance Services S.R.L. 2 9. 101. 2019 Signed for igenuication

Balanc
e at 31
$rac{203}{2029}$
$\mathbf{a}$ ΣÅ $\sum_{i=1}^{d}$
Penalties ٩, N/A
Estimated
Receivables/
Liabilities in
Ř $\boldsymbol{z}$ ŊΑ ∕∕x
Estimated
Receivabl
es/Liabilit
es in HCY φ N/A ŊΑ
Guarantees ă Ş $\frac{4}{2}$
Paymen
tterm
$\sharp$ $\frac{4}{2}$ $\stackrel{\triangle}{\ge}$
Comments $\mathbf{a}$ A total number of 260.000 of the Company's treasury class B shares were transferred to both executive directors of the Company, for no consideration, under the SOP approved by the 2 May 2018 GSM, given that the performance conditions and the vesting period were complied. A total number of
100.000 of the
Company's treasury class B shares were transferred to a non- executive director of the Romanian subsidiary of the Company, for no consideration, under the SOP approved by the board resolutions
Total Contract Value Amount in
Ĕξ
m N/A ŊΆ
Ğ $\boldsymbol{\alpha}$ ŊΑ ŊΆ
Object r, Transfer of shares under the SOP approved by
GSM from 2
May 2018 Transfer of shares under the SOP approved by board resolution of Digi Communicati ons N.V. from 21 May 2018
End date
Addendum
G N/A
Start Date
Addendum
IĄ. $\stackrel{\textstyle\Delta}{\geq}$ Š
End Date
Initial
Contract
4 Ş Ş
Start Date
Initial
Contract
m May 2019 May 2019
Supplier/The
other party to
the contract
N ğ COMMUNICATION s n.v. COMMUNICATION S N.V.
Beneficiary/One
party to the
contract
$\mathbf{H}$ The two executive directors of Digi Communications $\geq$ A non-executive ğ
firector of the
ubsidiary of the
tomanian
Company
$\frac{3}{2}$ . ۰ Ħ N
Finst & Young Assurance Services S.R.L.
2 9 IUL 2019
Signed for fountification
Engines search towartscare

Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V. in May 2019 under article 82 of Law no. 24/2017

$\vec{r}$

$2$ of 5 Page

Balanc
eat 31
ត្ត
ខ្លឹង
ş 31May2019
Balance at
9 350,000,000
Panalties $\sum_{i=1}^{n}$ Pen
alti
Receivables
Liabilities in
Estimated
RON ΣÁ Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period but effective in May 2019 under article 82 of Law no. 24/2017 Receivables/Li
Estimated
ö
abilities in
RON
H,
2
$\blacksquare$
1,662,045,000
Estimated
es/Liabilit
Receivabl
les in HCY N/A
Guarantees N/A Receivables
Estimated
/Liabilities
VA HCI
q 350,000,000
Guarantees g compliance
with the
2016
$\tilde{=}$
Agreement
Indenture
and the
Facility
Senior
Paymen
tterm
ŊΆ
Comments from 21 May 2018, given that the performance conditions and the vesting period were complied. Addendum for the extension of the credit and interest repayment date up to 9 May 2020 Payment term Ħ with quarterly
interest p.a
5.562%
payment order
payments
through
Comments å ı
Total Contract Value Amount in
Ě
N/A Amount in
ğ
ģ, 350,000,000
ě N/A Total Contract Value ğ œ EUR
$o$ bject Extension of the credit and interest repayment date related to the Borrowing Contract from 12 May 2017 for the initial amount of 5 mil. EUR
Addendum
End date
05/09/2020 Object $\ddot{\phantom{0}}$ Proceeds Loan- Bonds 2016
Start Date
Addendum
05/28/2018 End date Addendum tó. $\frac{4}{\pi}$
Start Date Addendum n, N/A
End Date
Initial
Contract N/A
Start Date
Initial
Contract End Date
Initial
Contract 4 30/09/2023
Ş Start Date
Initial
Contract m 26/10/2016
other party to
the contract
Supplier/The
ប្ផ MANAGEMENT SA Supplier/Th
party to the
e other
contract N COMMUNIC
ATIONS N.V.
(CABLE
DIGI
COMMUNIC
SYSTEMS
ATIONS
$\sum_{i=1}^{n}$
Beneficiary/One
party to the
contract RCS&RDSSA Beneficiary/
One party to
the contract ٣ł RCS&RDS S.A.
웊. w Ħ, ģ. 0 $\blacksquare$

$\hat{\mathcal{A}}$

$3 of 5$

Page

SI May2019
Balance at
100,000 808,847 2,317,048 204,946,275
ន្ថិ ដូ ö $\pmb{\cdot}$ $\bullet$ ٠ $\bullet$
Receivables/Li
Estimated
abilities in
ŘÓN
474,870 3,840,970 11,002,966 973,228,374
Receivables
Estimated
/Liabilities
in HCY
100,000 808,847 2,317,048 204,946,275
Guarantees Agreement
Borrowings
(pct XIV) pg
please see
Prospectus
2016. For
Loans and
October
Bearings
F-64/350
Note 14
details
Interest
from the
from 7
April 2017
from 26
5di
$\blacksquare$ ï compliance
Agreement
Indenture
with the
and the
Senior
Facility
2016
s
Payment term payment order
Monthly,
5.5% p.a
interest
5.5% p.a
interest
be higher than
5.00% ip.a, to
Interest shall
be agreed by
the parties on
the basis of a
transfer
pricing
analysis
Comments Chapter 5 Board
Net amount per
Prospectus from
details, please
subchapter 5.7
year for each
Remuneration
director. For
from the IPO
26 April 2017.
see Part 13-
Information,
of Directors,
of directors
Additional
the extension of
repayment date
Addendum for
the credit and
Aew 6 co dn
interest
2019
$\blacksquare$ new loan to the
the mentioned
initial one, in
addition of a
Consist of
amount
Total Contract Value Amount in
ě
100,000 5,000,000 10,000,000 203,500,000
ξ EUR EUR Euro ã
Object Management
contracts
Borrowing Contract
Extension of the
credit and interest
from 12 May 2017
repayment date
related to the
Loan additional Bonds
according cu the
Proceeds Loan-
Bonds 2016, as
amended and
restated at
12.02.2019
2019
Addendum
End date
$\stackrel{\triangle}{\geq}$ 09/05/2019 N/A $\frac{a}{2}$
Start Date
Addendum
$\sum_{i=1}^{n}$ 14/09/2018 ŊΆ
End Date
Initial
Contract April/May
2020
$\frac{4}{2}$ 16/12/2019 30/09/2023
Start Date
Initial
Contract April/May
2017
ş 17/12/2018 12/02/2019
party to the
Supplier/Th
e other
pontract Directors MANAGEME
NT SA
ខ្ន
Communicat
ions N.V.
Digi
COMMUNIC
ATIONS N.V.
ତାତି
Beneficiary/
One party to
the contract
COMMUNICA
TIONS N.V.
ପ୍ରି
RCS&RDSSA RCS&RDS SA RCS&RDS S.A.
g ्दुर्
श्रीती
talist of Tuang
m 4 r.
2 9. IUL. 2019
Signed for identification

4 of 5 Page

Balance at
31 May2019
Pen
ដូ ង
Estimated
Receivables/Li
abilities in
RON
Estimated
Receivables
/Liabilities
in HCY
Guarantees Agreement
from 7
October
2016
Payment term xovided by
the tax
advisers
Comments
Total Contract Value Amount in
Й
ğ
Object
End date
Addendum
Start Date
Addentuum
End Date
Initial
Contract
Start Date
Initial
Contract
$\ddot{\phantom{a}}$
Supplier/Th
e other
narty to the
contract
֖֧֧֧֧֧֧֧֧֧֧֧֧֧֧֧֧֧֧֪֪֪֪֪֪֪֪֪֪֚֚֚֚֚֚֚֚֚֚֚֚֚֚֚֚֚֚֚֚֚֚֚֚֚֡֬֝֓֝֬֝֓֝֬֝֓֝֓֝֬֝֬֝֓֝֬֝֬֝֬֝֬֝֬֝֬֝֬֝֬
Beneficiary/
One party to
the contract
$\frac{1}{2}$
yo.

Erstå Young Are In Services S.RL. $\begin{tabular}{|c|c|} \hline & \multicolumn{1}{c}{\textbf{2.9.}} & \multicolumn{1}{c}{\textbf{101.}} & \multicolumn{1}{c}{\textbf{2.93}}\ \hline \multicolumn{1}{c}{\textbf{2.9.}} & \multicolumn{1}{c}{\textbf{101.}} & \multicolumn{1}{c}{\textbf{2019}}\ \hline \multicolumn{1}{c}{\textbf{101.}} & \multicolumn{1}{c}{\textbf{101.}} & \multicolumn{1}{c}{\textbf{201.}} & \multicolumn{1}{c}{\textbf{201.}}\ \hline \multicolumn{$

IDECTE

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 of financial instruments and market operations, and the relevant provisions of the Bucharest Stock Exchange Code

Report date: 15 July 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, 4 th floor, 5 th 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 ( $\epsilon$ 0.10) each and
(ii) 35,443,972 class B shares, with a nominal value of one
eurocent ( $60.01$ ) 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:
with
article
82
of
Law
no.
Reporting of legal documents concluded by DIGI
COMMUNICATIONS N.V. in June 2019 or in other period but effective in June 2019, in accordance
24/2017
and FSA Regulation no 5/2018

and

FSA

Page $1$ of 3

Emst & Young Assist the Services S.R.L. 2 9 IUL 2019 Signed for identification

Regulation

no.

$5/2018$ .

Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V. in June 2019 under article 82 of Law no. 24/2017

$\ddot{ }$

During June 2019 no legal documents were concluded by DIGI COMMUNICATIONS N.V. under article 82 of Law no. 24/2017.

Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period but effective in June 2019 under article 82 of Law no. 24/2017 $\mathbf{I}$

ă
30 June 2019
Balance
16 350,000,000 100,000
靏湯
Ø
ä, ï $\pmb{\cdot}$
Receivables/Li
Estimated
abilities in
RON
$\mathbf{z}$ 1,657,285,000 473,510
Receivables
Estimated
/Liabilities
NOH VI
H 350,000,000 100,000
Guarantees $\boldsymbol{\mathsf{a}}$ compliance
Agreement
Indenture
Agreement
from 7
with the
please see
Borrowings
(pct XIV) pg
and the
2016. For
Loans and
Prospectus
Facility
October
2016
Senior
Bearings
details
Note 14
Interest
F-64/350
from the
April 2017
from 26
$\tilde{=}$
5g
$\mathbf{I}$
Payment term $\mathbf{1}$ with quarterly
payment order
Interest p.a
payments
through
5.562%
payment order
Monthly,
Comments ន្ $\pmb{\cdot}$ Net amount per
Chapter 5 Board
details, please
Prospectus from
year for each
subchapter 5.7
director. For
Remuneration
Information,
from the IPO
see Part 13-
of Directors,
of directors
Additional
Amount in
Total Contract Value
$\tilde{\mathbf{E}}$
$\sigma$ 350,000,000 100,000
ğ œ ã EUR
Object r, Proceeds Loan-
Bonds 2016
Management
contracts
Addendum
End date
w N/A
Addendum
Start Date
Lή. N/A
End Date
Initial
Contract
4 30/09/2023 April/May
2020
Start Date
Contract
Initial
$\omega$
26/10/2016 April/May
2017
party to the
Supplier/Th
contract
e other
$\mathbf{\tilde{z}}$
COMMUNIC
ATIONS N.V.
COMMUNIC
SYSTEMS
CABLE
ATIONS
g
N.V.)
Directors
One party to
the contract
Beneficiary/
1
RCS&RDS S.A. COMMUNICA
TIONS N.V.
DIGI
ž
$\bullet$
$\blacksquare$
tinsia fougheads na Serrices S.R.L
$\sim$

$2$ of $3$

Page

Balance at
30 June 2019
805,063 7,706,244 203,500,000
ត្ថិ ឱ្យ
1 ŧ
Receivables/Li
Estimated
abilities in
Č
3,812,055 36,489,837 963,592,850
Receivables
Estimated
/Liabilities
TOHE
805,063 7,706,244 203,500,000
Guarantees compliance
with the
Indenture
Agreement
Agreement
and the
Senior
Facility
2016
October
from 7
2016
9
Payment term 5.5% p.a
interest
5.5% p.a
interest
be higher than
5.00% ip.a, to
be agreed by
the parties on
Interest shall
the basis of a
provided by
the tax
pricing
analysis
advisers
transfer
Comments 26 April 2017. the extension of
repayment date
Addendum for
the credit and
yew 6 or dn
interest
2020
new loan to the
the mentioned
initial one, in
addition of a
Consist of
amount
Total Contract Value Amount in
ğ
5,000,000 10,000,000 203,500,000
ğ ã Euro EUR
Object Borrowing Contract
from 12 May 2017
credit and interest
Extension of the
repayment date
related to the
Loan additional Bonds
according cu the
Proceeds Loan-
Bonds 2016, as
amended and
12.02.2019
restated at
2019
End date
Addendum
09/05/2020
Start Date
Addendum
28/05/2019 N/A ΝÁ
End Date
Initial
Contract
N∕A
16/12/2019 30/09/2023
Start Date
Initial
Contract
17/12/2018 12/02/2019
Supplier/Th
e other
party to the
contract
MANAGEME
NT SA
ប្ផ
Communicat
ions N.V.
ÖØ
COMMUNIC
ATIONS N.V.
DIGI
One party to
the contract
Béneficiary/
RCS&RDS SA RCS&RDS SA RCS&RDS S.A. Serghei Bulgac, Chief Executive Officer
.
2
m 4 un,

$\ddot{\phantom{0}}$

ò,

TBROWN

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 of financial instruments and market operations, and the relevant provisions of the Bucharest Stock Exchange Code

Report date: 29 July 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, 4 th floor, 5 th 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 ( $\epsilon$ 0.10) each and
(ii) 35,443,972 class B shares, with a nominal value of
one eurocent ( $\in$ 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: Rectification of the reports published on 15 February 2019, 15 March 2019, 15 April 2019, 15 May 2019 and 14 June 2019, regarding legal documents concluded by DIGI COMMUNICATIONS N.V. in January, February, March, April and May 2019 or in other periods but effective in these months, in accordance with article 82 of Law no. 24/2017 and FSA Regulation no. 5/2018.

Pagina 1din6

Errst & Young Accurations Services S.R.L.
29.101.2019
Relation of Land Against Paular,

Receivables/Liabilities in RONn and 'Balance in EUR' from the tables of Annex 1 and II included in these reports, as follows: current report from 15 February 2019 -After the publication of the above mentioned reports, were identified some errors in the content of the columns 'Estimated Receivables/Liabilities in HCP, 'Estimated Annex II, rows 1 and 4; current report from 15 March 2019 - Annex I, row 2 and Annex II, rows 1 and 4; current report from 15 April 2019 - Annex II, row 4; current report from 15 May 2019 – Annex II, rows 1 and 4; current report from 14 June 2019 – Annex 1, row 3 and Annex II, rows 1 and 4. You can find below the tables containing the correct information. Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period but effective in January 2019 under article 82 of $\rm Law$ no. 24/2017 (Annex II – current report from 15 February 2019) $\overline{a}$

Balance at
Strandar
2019
¥ 350,865,200 4,349,585
寶書 Ů ŋ $\bar{\phantom{a}}$ $\blacksquare$
Receivables/Li
Estimated
abilities in
Ř
$\sharp$ 1,661,276,549 20,594,414
Receivables
Estimated
Alabilities
Valley
350,865,200 4,349,585
Guarantees $\boldsymbol{\mathfrak{a}}$ compliance
Agreement
Indenture
Agreement
with the
please see
Borrowings
and the
(pct XIV) pg
2016. For
Loans and
October
Facility
Bearings
Prospectus
2016
Senior
details
Note 14
from 7
F-64/350
Interest
from the
April 2017.
from 26
$\epsilon$
o
S
1
Payment term H with quarterly
payment order
interest p.a
payments
through
5.562%
5.5% p.a
interest
Comments $\Xi$ ı
Total Contract Value Amount in
è
o, 350,000,000 10,000,000
ğ œ ã Euro
Object N Proceeds Loan-
Bonds 2016
Loan
Addendum
End date
φ j.
Addendum
Start Date
w $\blacksquare$ $\mathbf{I}$
End Date
Contract
Initial
4 30/09/2023 16/12/2019
Start Date
Contract
Initial
m 26/10/2016 17/12/2018
Supplier/Th
party to the
eother
contract $\mathbf{r}$ COMMUNIC
COMMUNIC
ATIONS N.V.
(CABLE
SYSTEMS
ATIONS
DIGI
$\sum_{i=1}^{n}$
Digi
Communicat
ions N.V.
One party to
the contract
Beneficiary/
Н RCS&RDS S.A. RCS&RDS SA
$\circ$ i
$\blacksquare$
During Assistance Services S.A.L.
,
Unaix

2din6 Pagina

NICATIONS N.V. in February 2019 under article 82 of Law no. 24/2017 (Annex I – current report
Reporting of legal documents concluded by DIGI COMMUN.
h 2019)
for a
${\tt rom}$ 15 ${\tt M}$

$\ddot{\phantom{0}}$

28 February
Balance at
2019
$\mathbf{S}$ 204,097,374 28 February
Balance at
2019
H 352,487,450
a T ÷. H $\blacksquare$ 문 등 ¥, $\blacksquare$
Receivables/
Liabilities in
Estimated
RON $\overline{a}$ 967,748,110
Receivables
/Liabilities
Estimated
AHEA n 204,097,374 Receivables/Li
Estimated
abilities in
$\tilde{g}$ ä, 1,671,354,493
Guarantees ¤ $\Xi$ Receivables
/Liabilities
Estimated
In HCY ä, 352,487,450
compliance
Agreement
Agreement
Indenture
with the
and the
October
Facility
Senior
2016
from 7
2015
Guarantees ă compliance
Agreement
Agreement
Indenture
with the
and the
Facility
from 7
Senior
2016
S
Payment term Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period but effective in February 2019 under article 82 of Law no.
5.00% i p.a, to
pricing analysis
be higher than
to be provided
the parties on
Interest shall
be agreed by
the basis of a
by the tax
transfer
advisers
Payment term payment order
with quarterly
interest p.a
payments
through
5.562%
Comments ន្ត addition of a new
loan to initial one,
in the mentioned
Consist of
amount
Comments $\bullet$
Total Contract Value Amount in
ğ
o, 203,500,000 Amount in
ğ
œ 350,000,000
ğ œ ã Total Contract Value
Object N Proceeds Loan-
Bonds 2016, as
amended and
the additional
according cu
ğ œ EUR
Bonds 2019
12.02.2019
restated at
Object r Proceeds Loan-
Bonds 2016
Addendum
End date
$\pmb{\omega}$ ş
Addendum
Start Date
th. $\frac{1}{N}$ Addendum
End date
io $\sum_{i=1}^{n}$
End Date
Contract
Initial
4 Addendum
Start Date
u. Ş
30/09/2023 24/2017 (Annex II – current report from 15 March 2019) End Date
Contract
Initial
30/09/2023
Start Date
Initial
Contract
m 12/02/2019 Start Date
Contract
Initial
m 26/10/2016
other party to the
Supplier/The
contract
N COMMUNICATIONS
ថ្ងៃ
$\ddot{z}$
party to the
Supplier/Th
ecther
contract $\mathbf{\tilde{c}}$ COMMUNIC
ATIONS N.V.
COMMUNIC
SYSTEMS
ATIONS
(CABLE
g
N.V.)
One party to
the contract
Beneficiary/
Ħ RCS&RDSS.A. One party to
the contract
Benefidary/
H RCS&RDS S.A.
웊. 0 $\widehat{\bm{r}}$
Ensi & Young Assurance Services S.R.L
$\sim$
ż $\circ$ $\overline{a}$

3din6 Pagina

28 February
Balance at
2019 4,169,980
ត្តៈដូ Ø ł
Receivables/Li
Estimated
abilities in
RON
19,772,379
Receivables
Estimated
Alabilities
in HCY
4,169,980
Guarantees please see
Borrowings
(pct XIV) pg
2016. For
bue suech
Prospectus
October
Bearings
F-64/350
details
Note 14
Interest
from the
from 26
ě
April 2017
Payment term 5.5% p.a
interest
Comments Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period but effective in March 2019 under article 82 of Law no. 24/2017
Total Contract Value Amount in
ğ
10,000,000
ζÀ Ēμο
Object Loan
Addendum
End date
Addendum
Start Date
End Date
Initial
Contract
16/12/2019 Fort Data
Start Date
Initial
Contract
17/12/2018 Start Date
Supplier/Th
party to the
eother
contract Communicat
ions N.V.
jēj
(Annex II – current report from 15 April 2019) Supplier/Th
One party to
the contract
Beneficiary/
RCS&RDS SA Beneficiary/
g 4 Emil & Yunes Assurance Services (RL
2 9. IUL. 2019
Signed for identification
Balance at
31 March
2019
H 3,721,114
per. g
J.
Estimated
Receivables/Li
abilities in
RON
17,722,921
Estimated
Receivables
/Liabilities
in HCY
,721,114
Guarantees
Payment term 5.5% p.a
interest
omments
Total Contract Value Amount in
HCY
10,000,000
ě Euro
Object Loan
End date
Addendum
Start Date
Addendum
Ş
end Late
Initial
Contract
16/12/2019
Jost Lade
Initial
Contract
17/12/2018
e other
party to the
contract
I Digi
Communicat
ions N.V.
$\begin{array}{c} \n\text{One party to} \ \n\text{the contract} \n\end{array}$ RCS&RDS SA
ż

Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period but effective in April 2019 under article 82 of Law no. 24/2017
(Annex II – current report from 15 May 2019) କ

2 May 2019
Balance at
K)
eceivables/Li
Vilities in
Estimated
Ř
Estimated
teceivables
Jabilities
in HCY
uarantee
Example 12
omments
otal Contract Valu pount in HC
Jojec
End date
Vdendum
Start Date
Addendum
End Date
Initial
Contract
Start Date
Initial
Contract
Supplier/Th
e other
party to the
contract
Beneficiary/
One party to
the contract
ġ

4din6 Pagina

Balance at
31 May 2019
350,865,200
ត្ថិ ដូ
Ø
Receivables/Li
Estimated
abilities in
RON
1,669,486,795
Receivables
Aliabilities
Estimated
in HCY 350,865,200
Guarantees with the 2016
In compliance
from 7 October
Bearings Loans
and the Senior
details please
(pct XIV) pg F-
64/350 from
Agreement
Indenture
Agreement
see Note 14
Borrowings
from 26 April
2016. For
Prospectus
Facility
Interest
the IPO
and
a
2017.
Payment term 5.562% interest p.a
payments through
with quarterly
payment order
Comments
Total Contract Value Amount in HCY 350,000,000
$\tilde{\mathsf{S}}$ €UR
Object Loan-Bonds
2016
Proceeds
End date
Addendum
Start Date
Addendum
End Date
Initial
Contract
30/09/2023
Start Date
Initial
Contract
26/10/2016
party to the
Supplier/Th
contract
e other
COMMUNIC
ATIONS N.V.
(CABLE
COMMUNIC
ATIONS
SYSTEMS
N.V.)
DIGI
ja
Die
the contract
Beneficiary/
One party to
RCS&RDS S.A.
g ٣Í

External of the Services S.R.L.

$\hat{\bullet}$

Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V. in May 2019 under article 82 of Law no. 24/2017 (Annex I-current report from
14 June 2019)

2 9. IUL. 2019
Signed for identification

Balance ¥
Penaki at 31 May
2019
Ľ,
Receivables/
Liabilities in
Estimated
2
Estimated
Receivable
s/Liabilitie
s in HCY
ņ
Guarante
ģ
R
Payment
term
Ħ Ş
Comments Addendum for the extension of the credit and interest repayment date up to 9 May 2020
Total Contract Value Amount in
ğ
m
š œ
Object Extension of the credit and interest repayment date related to the Borrowing Contract from 12 May 2017 for the initial amount of 5 mil. EUR
End date
Addendum
Ŵ 05/09/2020
Start Date
Addendum
05/28/2019
End Date
Initial
Contract
Start Date
Initial
Contract
ş
Supplier/The
other party to
the contract
ប្ផ MANAGEMENTSA
Beneficiary/
One party to
the contract
ICS&RDS SA
1 -
2

5din6 Pagina

Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period but effective in May 2019 under article 82 of Law no. 24/2017 $(Annex II - current report from 14 June 2019)$ $\tau$

Balance at
31 May 2019
352,487,450 2,314,823
p
Pen

3
H
Receivables/Li
Estimated
abilities in
RON
ă 1,673,857,154 10,992,402
Receivables
Estimated
Aliabilities
in HCY
ពួ 352,487,450 2,314,823
Guarantees ă Agreement and the Senior
Facility Agreement from 7
October 2016. For details
In compliance with the
pg F-64/350 from the IPO
and Borrowings (pct XIV)
Prospectus from 26 April
Interest Bearings Loans
please see Note 14
2016 Indenture
2017.
Payment term payment order
with quarterly
interest p.a
payments
through
5.562%
5.5% p.a
interest
Comments ្អ
Total Contract Value Amount in HCY G) 350,000,000 10,000,000
ğ œ EUR g
S
Object oan-Bonds
Proceeds
2016
loan
End date
Addendum
w
Start Date
Addendum
End Date
Initial
Contract
30/09/2023 16/12/2019
Start Date
Initial
Contract
26/10/2016 17/12/2018
party to the
contract
Supplier/Th
eother
COMMUNIC
ATIONS N.V.
(CABLE
COMMUNIC
ATIONS
ATIONS
SYSTEMS
SYSTEMS
ច្ច
ja
Digi
Communicat
ions N.V.
Beneficiary
One party to
the contract
RCS&RDS S.A. RCS&RDS SA
g ۰

2019 - June 2019, we mention, as indicated also in the content of these reports, that the transfer of the shares was made under the stock option programs of the Company, to the employees/board members of the Romanian subsidiary of the Company, respectively to the executive directors of the Company, for no consideration, which is why the With regard to the share transfer agreements reported by the Company in the content of the current reports issued, under article 82 of Law no. 24/2017, in the period February reporting of this share transfer agreements do not fall under article 82 of Law no. 24/2017 and the Company decided not to report this information in the future.

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