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Digi Communications N.V.

Legal Proceedings Report Jul 29, 2019

6226_iss_2019-07-29_a91c0c57-f4eb-471b-b003-23c7e30fe6cb.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. 24/2017 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: 29
July 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, 5th 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 6,810,042.52
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: Rectification of the reports published on 15 February 2019, 15 March 2019, 15 April 2019, 15 May 2019 and 14 June 2019, regarding legal documents concluded by DIGI COMMUNICATIONS N.V. in January, February, March, April and May 2019 or in other periods but effective in these months, in accordance with article 82 of Law no. 24/2017 and FSA Regulation no. 5/2018.

After the publication of the above mentioned reports, were identified some errors in the content of the columns 'Estimated Receivables/Liabilities in HCY', 'Estimated Receivables/Liabilities in RON' and 'Balance in EUR' from the tables of Annex I and II included in these reports, as follows: current report from 15 February 2019 – Annex II, rows 1 and 4; current report from 15 March 2019 – Annex I, row 2 and Annex II, rows 1 and 4; current report from 15 April 2019 – Annex II, row 4; current report from 15 May 2019 – Annex II, rows 1 and 4; current report from 14 June 2019 – Annex 1, row 3 and Annex II, rows 1 and 4. You can find below the tables containing the correct information.

1) Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period but effective in January 2019 under article 82 of Law no. 24/2017 (Annex II – current report from 15 February 2019)

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 January
2019
the contract contract Contract Contract HCY Amount in
HCY
in HCY 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
please see
Note 14
Interest
Bearings
Loans and
Borrowings
(pct XIV) pg
F-64/350
from the
IPO
Prospectus
from 26
April 2017.
350,865,200 1,661,276,549 - 350,865,200
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
- 4,349,585 20,594,414 - 4,349,585

2) Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V. in February 2019 under article 82 of Law no. 24/2017 (Annex I – current report from 15 March 2019)

No Beneficiary/
One party to
Supplier/The
other party to the
Start Date
Initial
End Date
Initial
Start Date End date Object Total Contract Value Comments Payment term Guarantees Estimated
Receivables
Estimated
Receivables/
Pe
nal
Balance at
28 February
2019
the contract contract Contract Contract Addendum Addendum HCY Amount in
HCY
/Liabilities
in HCY
Liabilities in
RON
ties
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16
2 RCS&RDS S.A. DIGI
COMMUNICATIONS
N.V.
12/02/2019 30/09/2023 N/A N/A Proceeds Loan
Bonds 2016, as
amended and
restated at
12.02.2019
according cu
the additional
Bonds 2019
EUR 203,500,000 Consist of
addition of a new
loan to initial one,
in the mentioned
amount
Interest shall
be higher than
5.00% i p.a, to
be agreed by
the parties on
the basis of a
transfer
pricing analysis
to be provided
by the tax
advisers
In
compliance
with the
2016
Indenture
Agreement
and the
Senior
Facility
Agreement
from 7
October
2016
204,097,374 967,748,110 - 204,097,374

3) Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period but effective in February 2019 under article 82 of Law no. 24/2017 (Annex II – current report from 15 March 2019)

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
28 February
2019
the contract contract Contract Contract HCY Amount in
HCY
in HCY 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 N/A N/A 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
352,487,450 1,671,354,493 - 352,487,450

Pagina 3din6

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
28 February
2019
the contract contract Contract Contract HCY Amount in
HCY
in HCY RON es
October
2016. For
details
please see
Note 14
Interest
Bearings
Loans and
Borrowings
(pct XIV) pg
F-64/350
from the
IPO
Prospectus
from 26
April 2017.
4 RCS&RDS SA Digi
Communicat
ions N.V.
17/12/2018 16/12/2019 N/A N/A Loan Euro 10,000,000 - 5.5% p.a
interest
- 4,169,980 19,772,379 - 4,169,980

4) Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period but effective in March 2019 under article 82 of Law no. 24/2017 (Annex II – current report from 15 April 2019)

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 March
2019
the contract contract Contract Contract HCY Amount in
HCY
in HCY RON es
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16
4 RCS&RDS SA Digi
Communicat
ions N.V.
17/12/2018 16/12/2019 N/A N/A Loan Euro 10,000,000 - 5.5% p.a
interest
- 3,721,114 17,722,921 - 3,721,114

5) Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period but effective in April 2019 under article 82 of Law no. 24/2017 (Annex II – current report from 15 May 2019)

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 May 2019
the contract contract Contract Contract HCY Amount in HCY in HCY RON es
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16
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 May 2019
the contract contract Contract Contract HCY Amount in HCY in HCY RON es
1 RCS&RDS S.A. DIGI
COMMUNIC
ATIONS N.V.
(CABLE
COMMUNIC
ATIONS
SYSTEMS
N.V.)
26/10/2016 30/09/2023 N/A N/A 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 please
see Note 14
Interest
Bearings Loans
and
Borrowings
(pct XIV) pg F
64/350 from
the IPO
Prospectus
from 26 April
2017.
350,865,200 1,669,486,795 - 350,865,200
4 RCS&RDS SA Digi
Communicat
ions N.V.
17/12/2018 16/12/2019 N/A N/A Loan Euro 10,000,000 - 5.5% p.a interest - 3,063,688 14,577,640 - 3,063,688

6) Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V. in May 2019 under article 82 of Law no. 24/2017 (Annex I -current report from 14 June 2019)

No Beneficiary/
One party to
Supplier/The
other party to
Start Date
Initial
End Date
Initial
Start Date
Addendum
End date
Addendum
Object Total Contract Value Comments Payment
term
Guarante
es
Estimated
Receivable
s/Liabilitie
Estimated
Receivables/
Liabilities in
Penalti
es
Balance
at 31 May
2019
the contract the contract Contract Contract HCY Amount in
HCY
s in HCY RON
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16
3 RCS&RDS SA RCS
MANAGEMENT SA
N/A N/A 05/28/2019 05/09/2020 Extension of the credit and
interest repayment date
related to the Borrowing
Contract from 12 May 2017
for the initial amount of 5
mil. EUR
N/A N/A Addendum for the
extension of the credit
and interest
repayment date up to
9 May 2020
N/A N/A N/A N/A N/A N/A

7) Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period but effective in May 2019 under article 82 of Law no. 24/2017 (Annex II – current report from 14 June 2019)

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 May 2019
the contract contract Contract Contract HCY Amount in HCY in HCY 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 N/A N/A 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
please see Note 14
Interest Bearings Loans
and Borrowings (pct XIV)
pg F-64/350 from the IPO
Prospectus from 26 April
2017.
352,487,450 1,673,857,154 - 352,487,450
4 RCS&RDS SA Digi
Communicat
ions N.V.
17/12/2018 16/12/2019 N/A N/A Loan Euro 10,000,000 - 5.5% p.a
interest
- 2,314,823 10,992,402 - 2,314,823

With regard to the share transfer agreements reported by the Company in the content of the current reports issued, under article 82 of Law no. 24/2017, in the period February 2019 - June 2019, we mention, as indicated also in the content of these reports, that the transfer of the shares was made under the stock option programs of the Company, to the employees/board members of the Romanian subsidiary of the Company, respectively to the executive directors of the Company, for no consideration, which is why the reporting of this share transfer agreements do not fall under article 82 of Law no. 24/2017 and the Company decided not to report this information in the future.

Serghei Bulgac, Chief Executive Officer

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