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Digi Communications N.V.

Legal Proceedings Report Jan 30, 2019

6226_iss_2019-01-30_58a92c7b-96e2-4f84-be68-53846ac21409.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. 24/2007 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
January
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
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: ERRATA of the report dated 15 January 2019 regarding the legal acts concluded by DIGI Communications N.V. in December 2018 or in other period and effective in December 2018, respectively the report dated 15 October 2018 regarding the legal acts concluded by the major shareholder of DIGI Communications N.V. in September 2018, in accordance with Law no. 24/2017 and FSA Regulation no. 5/2018.

After the reporting dated 15 January 2019 of legal acts concluded by DIGI Communications N.V. in December 2018 or in other period and effective in December 2018, in accordance with Law no. 24/2017 and FSA Regulation no. 5/2018, a clerical error was identified in the sections 'Estimated Receivables/Liabilities in HCY', 'Estimated Receivables/Liabilities in RON' and 'Balance at 31 December 2018' from the tables of the Annex 1, position 1 and Annex 2, position 4. Please find below the tables containing the corrected data.

I. Report of legal acts concluded by DIGI COMMUNICATIONS N.V. in December 2018 according to Law no. 24/2017

ANNEX 1

No. Beneficiar
y/ One
party to
the
contract
Supplier/The
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 Guar
ante
Estimated
Receivables/
Liabilities in
Estimated
Receivables/
Liabilities in
Pe
nal
tie
Balance at
31
December
2018
HCY Amount in
HCY
es HCY RON s
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16
1 RCS&RDS SA Digi
Communications
N.V.
17/12/2018 16/12/2019 - - Loan EUR 10,000,000 - 5.5% p.a
interest
- 4,674,097 21,799,521 - 4,674,097

II. Report of legal acts concluded by DIGI COMMUNICATIONS N.V. in other period and effective in December 2018 according to Law no. 24/2017

ANNEX 2

No. Beneficiary/
One party to
Supplier/Th
e other
Start Date
Initial
End Date
Initial
Start Date End date Object Total Contract Value Comments Payment term Guarantees Estimated
Receivables
Estimated
Receivables/Li
Pen
alti
Balance at
31 December
2018
the contract party to the
contract
Contract Contract Addendum Addendum 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
N.V.)
26/10/2016 30/09/2023 - - 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
Senior
Facility
Agreement
from 7
October
2016. For
details
350,000,000 1,632,365,000 - 350,000,000
No. Beneficiary/
One party to
Supplier/Th
e other
party to the
Start Date
Initial
End Date
Initial
Start Date
Addendum
End date
Addendum
Object Total Contract Value Comments Payment term Guarantees Estimated
Receivables
/Liabilities
Estimated
Receivables/Li
abilities in
Pen
alti
Balance at
31 December
2018
the contract contract Contract Contract HCY Amount in
HCY
in HCY RON es
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
- - 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
- 100,000 466,390 - 100,000
3 RCS&RDS SA RCS
MANAGEME
NT SA
- - 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
- 1,411,482 6,583,013 - 1,411,482
4 RCS&RDS SA Digi
Communicat
ions N.V.
17/12/2018 16/12/2019 - - Loan Euro 10,000,000 - 5.5% p.a
interest
- 4,674,097 21,799,521 - 4,674,097

With regard to the report dated 15 October 2018 containing legal acts concluded by the major shareholder of DIGI Communications N.V. in September 2018, in accordance with Law no. 24/2017 and FSA Regulation no. 5/2018, the information related to the sections: 'HCY', 'Amount in HCY', 'Payment term', 'Estimated Receivables/Liabilities in HCY', 'Estimated Receivables/Liabilities in RON' and 'Balance at 30 September 2018' has been omitted by clerical error. Please find below the table containing the complete data.

III. Report of legal acts concluded by the major shareholder of DIGI COMMUNICATIONS N.V. in September 2018 according to Law no. 24/2017

ANNEX 3

No. Beneficiar
y/ One
party to
the
contract
Supplier/The
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 Guar
ante
Estimated
Receivables/
Liabilities in
Estimated
Receivables/
Liabilities in
Pe
nal
tie
Balance at
30
September
2018
HCY Amount in
HCY
es HCY RON s
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16
1 RCS&RDS SA RCS
MANAGEMENT SA
- - 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
- 3,772,922 17,595,777 - 3,772,922

Serghei Bulgac

Chief Executive Officer

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