Digi Communications N.V.

Transaction in Own Shares • May 20, 2019

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:	20 May 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, Phase I, 4th floor, th District, Romania 5
Phone/Fax number:	+4031.400.65.05/ +4031.400.65.06
Registration number with The Netherlands Chamber of Commerce	Registration number with The Netherlands Chamber of Commerce Business Register: 34132532/29.03.2000
Business Register and Dutch Legal Entities and Partnerships Identification Number (RSIN):	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: The initiation by the Company of the share buy-back program as authorized by the Company's GSM from 30 April 2019.

The Company would like to inform its shareholders and the market that, by decision from 20 May 2019, the Board of Directors of the Company decided upon the initiation of the class B shares buy-back program in accordance with the resolutions of the general shareholders meeting of the Company from 30 April 2019 (the GSM), through which the Board of Directors was authorized to acquire, for a 12 months period starting with the date of the GSM and until, including, 30 April 2020, a maximum of up to 10% of the issued class B share capital at the close of trading on the Regulated Spot Market of the Bucharest Stock Exchange on the date of the GSM, 30 April 2019, (namely 3,544,397 shares), at a maximum aggregate price to be paid for the repurchase of shares under this program which will not exceed EUR 82.3 million, as weel as within the limits of a maximum price per class B share equal to 40 lei (maximum price) and to a minimum price for the acquisition of class B shareswhich will be equal to the market price of BSE at the moment of the acquisition (minimum price), limits decided by the Board of Directors resolutons – the Program.

The Program will be performed and implemented in line with the applicable legal rules and regulations relating to the buy-back programs, specifically article 5 from the European Parliament and the EU Council's Regulation no 596/2014 regarding the market abuse and the Commission Delegated Regulation (EU) 2016/1052, as well, in compliance with the applicable volume and price thresholds.

It is intended that the class B shares to be repurchased under the Program to be used for the purpose of the several stock option programs as already or to be further approved by the Company.

The Board of Directors of the Company has chosen BRD Groupe Société Générale S.A. as the broker handling the Program.

At the initiation of the Program, it is intended starting as of 21 May 2019 to acquire a total volume of 600,000 class B shares of the Company that can be further adjusted within the above mentioned limits by decision of the Company. During the buy-back process, the Company will comply with the volume and price thresholds as set out by the Delegated Regulation (EU) 2016/1052.

Serghei Bulgac

Director General (Chief Executive Officer)