Digi Communications N.V.

Audit Report / Information • Jan 29, 2018

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

Tel: +40 21 402 4000 Fax: +40 21 310 7193 office@ro.ey.com ev.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

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. 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 reports (hereinafter "Reporting Schedules") (dated 14 August 2017, 12 October 2017 and 10 January 2018) 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 July 2017 to 31 December 2017. 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 July 2017 to 31 December 2017.

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 July 2017 to 31 December 2017.

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.

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 reguire 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 July 2017 to 31 December 2017 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

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

• $a)$ The details as indicated in the Reporting Schedules are not in accordance with the related contracts/agreements presented to us.
• The details in the Reporting Schedules are not, in all material respects, consistent with $b)$ the requirements of the legislation.
• The related contracts/agreements provided to us were not properly authorized by $\mathsf{C}$ ) representatives of the Company.
• d) The prices have not been established by mutual agreement between the parties in accordance with the type of goods/services and also by considering other terms and conditions mentioned in the respective contracts signed between the parties.

e) The terms and conditions of the contracts reported by the Company under which 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

Jung Assurance Services S.R.L. 2 6. IAN, 2018 aned for identification at pentru identificare

Anamaria Cora Partner

26 January 2018 Bucharest, Romania

Attachment

1. Reporting Schedules

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 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:		14 August 2017
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
number Registration Netherlands Chamber of Commerce Business Register and Dutch Legal Entities and Identification Number (RSIN):	The with Partnerships	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 6,918,042.52
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 ( $\epsilon$ 0.10) each and (ii) 34,243,972 class B shares, with a nominal value of one eurocent ( $\in$ 0.01) each)
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)
		11.701C

Important events to be reported: Reporting of legal acts concluded by DIGI Communications N.V. in accordance with Law no. 24/2017 and Rule no. 1/2006 of CNVM-July 2017

Ernst & Young Assurance Services S.R.L. 26. IAN. 2018 Signed for identification

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

(other juridical acts signed in July 2017, with effects covering also for the period ended 30 June 2017, were included in the Report for June 2017)

ANNEX1

Penaltie		$\frac{5}{2}$
Receivables/Li abilities as at Estimated	30 June 2017 in RON	$^{14}$			22,799,000
Receivables/Li abilities as at Estimated	30 June 2017 in HCY	$^{13}$			5,000,000
Guarantees		$\overline{12}$
Payment term		E	5.5% interest p.a; payment	term until 31.12.2017	through payment order
Comments		$\overline{a}$
Total Contract Value	Amount in HCY				5,000,000
	HCY				EUR
Object					Loan
End date Addendu m
Start Date Addendu m
End Date Initial Contract					12/31/2017
Start Date Initial Contract					7/14/2017
Supplier/The other party to the contract			DIGI	COMMUNICA	TIONS N.V.
Beneficiary/ One party to the contract					RCS&RDS S.A.
No.

Serghei Bulgac

Chief Executive Officer

LEVEL SERVICE SERVICE S.E.R.L. Signed for identification 26. IAN. 2018 ĩ.

DICI

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 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:	12 October 2017
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 The with Netherlands Chamber of Commerce Business Register and Dutch Legal Partnerships Entities and 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 6,918,042.52
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 ( $\epsilon$ 0.10) each and (ii) 34,243,972 class B shares, with a nominal value of one eurocent ( $\in$ 0.01) each)
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)

Reporting of legal acts concluded by DIGI Communications Important events to be reported: N.V. in accordance with Law no. 24/2017 and Rule no. 1/2006 of CNVM-September 2017

ET ET SOUND ASSURERCE SONICES S.R.L. 2 6. IAN, 2018 Signed for identification
Semnat pentru identificate

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

ANNEX1

		15
Receivables/Li Penaltie Estimated	abilities in RON	$\overline{4}$			17,805,397
Receivables/Li Estimated	abilities in HCY	3			3,871,496
Guarantees		$^{12}$			$\bar{1}$
Payment term			5.5% interest p.a; payment	term until 31.12.2017	through payment order
Comments		$\Xi$
Total Contract Value	Amount in HCY				5,000,000
	HCY	$\infty$			EUR
Object					loan
End date Addendu
Start Date Addendu m
End Date Initial Contract					9/15/2017 12/31/2017
Start Date Initial Contract
Supplier/The other party to the contract			DIGI	COMMUNICATI	ONS N.V.
Beneficiary/One party to the contract					RCS&RDS S.A.

Serghei Bulgac

Chief Executive Officer

Assurance Services S.R.	ξ	ident
		identific
	≂	Sign ed for ider Semnat pentru
nst & Young

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 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:		10 January 2018
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:		$+4031.400.65.05/+4031.400.65.06$
number Registration Netherlands Chamber of Commerce Business Register and Dutch Legal Entities and Identification Number (RSIN):	The with Partnerships	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 6,918,042.52
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 ( $\epsilon$ 0.10) each and (ii) 34,243,972 class B shares, with a nominal value of one eurocent ( $\in$ 0.01) each)
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)

Reporting of legal acts concluded by DIGI Communications Important events to be reported: N.V. in accordance with Law no. 24/2017 and Rule no. 1/2006 of CNVM -December 2017

Ernst & Young Assurance Services S.R.L.
2 6. IAN, 2018
Signed for identification Semnat pentru identificare

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

ANNEX1

								Total Contract Value				Estimated	Estimated
Beneficiary/ One party to the contract	Supplier/The other party to the contract	Start Date Initial Contract	End Date Initial Contract	Start Date Addendu m	End date Addendu	Object			Comments	Payment term	Guarantees	Receivables/Li	Receivables/Li abilities in	Penalties
					E		HCY	Amount in HCY				abilities in HCY	RON
									ទ	11	$\overline{12}$	$\overline{13}$	$^{14}$	15
RCS&RDS S.A.	COMMUNICATIONS 12/15/2017 DIGI N.V.		12/14/2018			loan	EUR	10,000,000		.5% interest p.a; payment through payment order term until 14.12.2018		4,877,470	22,727,547

Serghei Bulgac

Chief Executive Officer

$26. IAM. 208
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