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Digi Communications N.V.

Legal Proceedings Report Feb 15, 2019

6226_iss_2019-02-15_27c69a4e-1f81-4bb0-b640-39ac09cf42fa.pdf

Legal Proceedings Report

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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 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,
th floor, 5th District, Romania
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
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 (€ 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: 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.

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

ANNEX 1

Beneficiary/
No.
One party to
Supplier/The
other party to the
Start Date
Initial
End Date
Initial
Start Date
Addendum
End date
Addendum
Object Total Contract Value Comments Payment
term
Guaran
tees
Estimated
Receivables/
Liabilities in
Estimate
d
Receiva
bles/Lia
Penal
ties
Balance
at 31
January
2019
the contract contract Contract Contract HCY Amount in
HCY
HCY bilities
in RON
0
1
2 3 4 5 6 7 8 9 10 11 12 13 14 15 16
1 Approx. 167
employees of the
Company's
subsidiaries in
Romania, as per
the Romanian
2017 SOP
DIGI
COMMUNICATIONS
N.V.
January 2019 N/A N/A N/A Transfer of shares
under the
Romanian SOP 2017
N/A N/A 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)
N/A N/A N/A N/A N/A N/A

II. 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

ANNEX 2

No. Beneficiary/
One party to
Supplier/Th
e other
party to the
contract
Start Date
Initial
Contract
End Date
Initial
Contract
Start Date
Addendum
End date
Addendum
Object Total Contract Value Comments Payment term Guarantees Estimated
Receivables
Estimated
Receivables/Li
Pen
alti
Balance at
31 January
2019
the contract HCY Amount in
HCY
/Liabilities
in HCY
abilities in
RON
es
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16
1 RCS&RDS S.A. DIGI
COMMUNIC
ATIONS N.V.
(CABLE
COMMUNIC
ATIONS
SYSTEMS
26/10/2016 30/09/2023 N/A N/A Proceeds Loan
Bonds 2016
EUR 350,000,000 - 5.562%
interest p.a
with quarterly
payments
through
payment order
In
compliance
with the
2016
Indenture
Agreement
and the
350,000,000 1,657,180,000 - 350,000,000
No. Beneficiary/
One party to
Supplier/Th
e other
Start Date
Initial
End Date
Initial
Start Date End date Object Addendum Total Contract Value Comments Payment term Guarantees Estimated
Receivables
Estimated
Receivables/Li
Pen
alti
Balance at
31 January
2019
the contract party to the
contract
Contract Contract Addendum HCY Amount in
HCY
/Liabilities
in HCY
abilities in
RON
es
N.V.) Senior
Facility
Agreement
from 7
October
2016. For
details
please see
Note 14
Interest
Bearings
Loans and
Borrowings
(pct XIV) pg
F-64/350
from the
IPO
Prospectus
from 26
April 2017.
2 DIGI
COMMUNICA
TIONS N.V.
Directors April/May
2017
April/May
2020
N/A N/A Management
contracts
EUR 100,000 Net amount per
year for each
director. For
details, please
see Part 13-
Additional
Information,
Chapter 5 Board
of Directors,
subchapter 5.7
Remuneration
of directors
from the IPO
Prospectus from
26 April 2017.
Monthly,
payment order
- 100,000 473,480 - 100,000
3 RCS&RDS SA RCS
MANAGEME
NT SA
N/A N/A 14/09/2018 09/05/2019 Extension of the
credit and interest
repayment date
related to the
Borrowing Contract
from 12 May 2017
EUR 5,000,000 Addendum for
the extension of
the credit and
interest
repayment date
up to 9 May
2019
5.5% p.a
interest
- 1,397,720 6,617,923 - 1,397,720
4 RCS&RDS SA Digi
Communicat
ions N.V.
17/12/2018 16/12/2019 N/A N/A Loan Euro 10,000,000 - 5.5% p.a
interest
- 4,360,056 20,643,995 - 4,360,056

Serghei Bulgac, Chief Executive Officer

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