Related Party Transaction • Jul 27, 2018
Related Party Transaction
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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. 1/2006
We were engaged by Digi Communications N.V. (hereinafter "the Company") to perform certain procedures in accordance with Regulation no. 1/2006 of National Securities Commission ("CNVM"), actually Financial Supervisory Authority ("ASF") with all its subsequent amendments and updates and report on the information included in the attached current report (hereinafter the "Reporting Schedule") (dated 15 June 2018) that was 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 2018 to 30 June 2018. The Reporting Schedule was 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 Schedule is the responsibility of the Company's management. Our procedures have been performed exclusively on the Reporting Schedule mentioned above, covering the period 1 January 2018 to 30 June 2018.
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 Schedule 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 2018 to 30 June 2018.
The Company's management is responsible for the preparation of the Reporting Schedule 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 Schedule 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.
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 Schedule.
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 Schedule.
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 Schedule of the Company we have performed the following procedures:
$\overline{2}$
Our procedures have been performed only on the contracts included in the attached Reporting Schedule, that have been concluded/modified during 1 January 2018 to 30 June 2018 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 Schedule include all the transactions and details that the Company has to report according to Article 82 of Law 24/2017 for the reporting period.
Based on the procedures performed and evidence obtained, as described above, regarding the legal documents which are included in the Reporting Schedule, nothing has come to our attention that causes us to believe that:
The terms and conditions of the contracts reported by the Company under which $e)$ 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 Schedule 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
Anamaria Cora Partner
Ernst & Vouro Assurance Services S.R.L.
25 July 2018 Bucharest, Romania
2 5. IUL. 2018 Signed for igentification
Semnat pentru identificare
Attachment 1. Reporting Schedule $\overline{4}$
| 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. |
pursuant to Law no. 24/2007 on issuers of financial instruments and market operations and to the Romanian National Securities Commission Regulation no. 1/2006 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: | 15 June 2018 |
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|---|---|---|---|---|---|---|
| Name of the issuing entity: | DIGI COMMUNICATIONS N.V. (the "Company") |
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| Statutory seat: | Amsterdam, The Netherlands | |||||
| Visiting address: | Bucharest, 75 Dr. N. Staicovici, Forum 2000 Building, th floor, 5th District, Romania Phase I, 4 |
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| 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 |
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| Romanian Tax Registration Code: | RO 37449310 | |||||
| Share Capital: | EUR 6,918,042.52 | |||||
| Number of shares in issue: | 100,000,000 (out of which (i) 65,756,028 class A shares with a nominal value of ten eurocents (€ 0.10) each and (ii) 34,243,972 class B shares, with a nominal value of one eurocent (€ 0.01) each) |
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| Number of listed shares: | 34,243,972 class B shares | |||||
| Regulated market on which the issued securities are traded: |
Bucharest Stock Exchange, Main Segment, Category Int'l (Shares) |
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| Important events to be reported: N.V. in accordance with Law no. 24/2017 and Rule no. 1/2006 of CNVM |
Reporting of legal acts concluded by DIGI Communications –May 2018 |
| No. | Beneficiary/ One party to the contract |
Supplier/The other party to the contract |
Start Date Initial Contract |
End Date Initial Contrac t |
Start Date Addendu m |
End date Addendu m |
Object | Number of shares |
Comments | Payment term |
Guarantees | Estimated Receivable s/Liabilitie s in HCY |
Estimated Receivabl es/Liabilit ies in RON |
Penalties |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 0 | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 |
| 1 | Serghei Bulgac |
DIGI COMMUNICATIONS N.V. |
- | - | - | - | Stock option exercise |
220,000 | On 15 May 2018 Mr. Serghei Bulgac, Chief Executive Officer and Executive Director of the Company, has exercised his stock options, which have vested in accordance with the provisions of the Company's stock option plan and which were granted pursuant to the decision of the Company's general meeting of shareholders dated 21 April 2017 and in relation to which the stock option agreement on 14 May 2017 was concluded. |
- | - | - | - | |
| 2 | Valentin Popoviciu |
DIGI COMMUNICATIONS N.V. |
- | - | - | - | Stock option exercise |
60,000 | On 15 May 2018 Mr. Valentin Popoviciu, Executive Director of the Company, has exercised his stock options, which have vested in accordance with the provisions of the Company's stock option plan and which were granted pursuant to the decision of the Company's general meeting of shareholders dated 21 April 2017 and in relation to which the stock option agreement on 14 May 2017 was concluded. |
- | - | - | - | - |
Chief Executive Officer
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