Digi Communications N.V.

Audit Report / Information • Jul 31, 2017

Ernst & Young Assurance Services SRL Bucharest Tower Center Building, 22^nd Floor 15-17 Ion Mihaiache 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 report 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 report (hereinafter "Reporting Schedule") (dated 28 July 2017) that has 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 2017 to 30 June 2017. The Reporting Schedule has 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 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 2017 to 30 June 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 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 2017 to 30 June 2017.

Management's Responsibilities

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.

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 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 requlation.

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:

• 1) We have obtained the attached Reporting Schedule from the Company and agreed that the signature on the Reporting Schedule is that of relevant representative of the Company and we have undertaken a comparison of the details required to be included in the Reporting Schedule 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 Schedule 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 Schedule 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 details disclosed in the Reporting Schedule 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 Schedule, that have been concluded/modified during 1 January 2017 to 30 June 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 Schedule includes 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 Schedule, nothing has come to our attention that causes us to believe that:

• a) The details as indicated in the Reporting Schedule are not in accordance with the related contracts/agreements presented to us.
• b) The details in the Reporting Schedule 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.
• 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 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

Anamarta Cora

Anamaria Cora Partner

31 July 2017 Bucharest, Romania

Attachment 1. Reporting Schedule

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:	28 July 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 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 6,918,042.52
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 ( $\in$ 0.10) each and (ii) 34,243,972 class B shares, with a nominal value of one eurocent ( $60.01$ ) 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)

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

		Ernst & Young Assurance Services S.R.L.
	3 1. IUL 2017
		ted insultentification

$\mathsf{Page}$ $1$ of $4$ Report of legal acts concluded by DIGI COMMUNICATIONS N.V. in period January-June 2017 according to Law no. 24/2017

ANNEX1

l

Penaltie S		늨
Receivables/Li abilities as at 30 June 2017	In RON	$\frac{4}{14}$			$\bar{z}$							17,136,413		2,160,523
Receivables/LI abilities as at 30 June 2017	in HCY	$\frac{3}{2}$										3,763,019		2,160,523
Guarantees		12
Payment term		п		Compensation		Compensation		Compensation	Compensation	5 5% interest p.a, payment 10052018 term until	payment order through	6% interest p a;	until 18 05 2018 payment order payment term through	Payment date until	option, payment order/compensa with extension 31/12/2017,
Comments		10													value, net of VAT and net of 3% mark- Estimated
Amount in HCY	ø,			7,800,000		10,120,000	21,500,000		21,500,000		5,000,000		6,500,000		qh 470,671
HCY	œ			EUR		EUR	EUR		EUR		EUR		RON		EUR
	÷.			Shares swap		Shares swap	Sale of shares	Shares	repurchase		Loan		Loan		of IPO costs Reinvoicing
E	ia.
E	in.
	Ψ			3/17/2017	4/7/2017		5/26/2017	4/24/2017			5/10/2018		5/18/2018		12/31/2017
	$\omega$		3/2/2017		3/9/2017		4/7/2017	4/21/2017			5/12/2017		5/19/2017		7/26/2017
$\mathbb{N}$					loan Bender	DIGI	TIONS N.V RCS	MANAGEMEN T SA							RCS&RDS S A
Ħ	DIGI	COMMUNICATIO													COMMUNICATIO NS N.V DIGI
$\circ$				COMMUNICATIO NS N.V. (CABLE	Zoltan Teszarı NS SYSTEMS N.V.) DIGI	NS SYSTEMS NV COMMUNICATIO COMMUNICATIO NS N.V. (CABLE $\geq$	RCS	COMMUNICA MANAGEMENT SA DIGI $\langle \mathcal{V} \rangle$	COMMUNICATIO NS N.V. 1p		MANAGEMEN RCS RCS&RDS SA in.	T SA	DIGI	COMMUNICA TIONS N.V RCS&RDS S.A. 140

ETHE YOUNG ASSISTICE SORRESS R.L. Signapolis penintenton 3 1 IUL 2017

$1,790,228$

$2$ of 4 Page

Penaltie	s
Receivables/Li Estimated	abilities as at 30 June 2017 in RON	1,103,803	3,470,021	21,008,679 886,757
Receivables/Li abilities as at Estimated	30 June 2017 in HCY	242,386	761,989	4,613,338 886,757
Guarantees
Payment term		order/compensa option, payment with extension Payment date 31/12/2017, until tion	option, payment order/compensa with extension Payment date 31/12/2017, until tion	addendums. The 31/12/2015 and 2017 Addendum 31/12/2017 No The initial Loan concluded until option, payment order/compensa was extended Payment order with extension contract was has extended modifications Payment date the valability 31/12/2017, period until through other until tion
Comments		value, net of Estimated VAT	value, net of Estimated VAT	value, net of Estimated VAT
Total Contract Value	Amount in HCY	242,386	8,753,258	18,000,000 886,757
	Š	EUR	EUR	RON EUR
Object		Reinvocing issuance of Bond cost	Reinvocing issuance of Bond cost	extension of Addendum Reinvoicing contract- Issuance period loan loan costs
End date Addendu E				12/31/201
Start Date Addendu m				3/24/201
End Date Contract Initial		12/31/2017	12/31/2017	12/31/2017
Start Date Contract Initial		7/26/2017	7/26/2017	7/27/2017
other party to Supplier/The the contract		RCS&RDS S.A.	COMMUNICA TIONS NV DIGI	COMMUNICA SYSTEMS NV COMMUNICA COMMUNICA TIONS N.V TIONS NV (CABLE TIONS DIGI DIGI
Beneficiary/One party to the contract		COMMUNICATIO NS N.V DIGI	RCS&RDS S.A.	RCS&RDS S A RCS&RDS S.A.
2		$\infty$	$\sigma$	$\overline{10}$ $\overline{11}$

Erwit Yong Assimon Seriess SAL
3 1. IUL 2017
- Signal Condition Incorporation

Page 3 of 4

No ĉ	Beneficiary/One party to the contract	other party to Supplier/The the contract	Start Date Contract Initial	End Date Contract Initial	Start Date Addendu E	Addendu End date	Object	Total Contract Value		Comments	Payment term		Receivables/Li Estimated	Receivables/Li Estimated
						s		HCY	Amount in HCY			Guarantees	abilities as at 30 June 2017 In HCY	abilities as at 30 June 2017	Penaltie u.
$12$	RCS&RDS S.A	SYSTEMS NV) COMMUNICA COMMUNICA TIONS N.V (CABLE TIONS DIGI	10/26/2016	9/30/2023			Loan-Bonds Proceeds				5.562% interest payments quarterly p.a with	In compliance with the details please see Note Loans and Borrowings (pct XIV) pg F-64/350 Agreement and the 14 Interest Bearings Agreement from 7 October 2016 For 2016 Indenture Senior Facility		in RON
							2016	EUR	350,000,000		payment order through	from the IPO Prospectus from 26 April 2017
DIGI 13	Serghei Bulgac COMMUNICATIO NS N.V.	Directors	April/May 2017	April/May 2020			EUR nt contracts Manageme	100,000	April 2017 directors from the from 26 each on of 5.7 Ddi	Net amount per year for Information For details, please see Remunerati Additional subchapter Chapter 5 Prospectus Directors, Board of director Part 13	payment order Monthly,		354,109,700	1,612,580,163

Ernst Wong Assince Seriess S.P.

3 1, IUL 2017

Signed for identification

Chief Executive Officer
$p_{\text{age}} = 4.614$