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Digi Communications N.V.

Legal Proceedings Report Jan 16, 2019

6226_ltr_2019-01-16_decbcac1-a592-4dc6-be51-64f7117c30b2.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. 24/2007 on issuers of financial instruments and market operations and to the Romanian Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations, and the relevant provisions of the Bucharest Stock Exchange Code

Report date: 16
January 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: The Bucharest Tribunal's decision regarding the investigation conducted by the Romanian National Anticorruption Directorate with respect to RCS & RDS S.A., Integrasoft S.R.L. and certain of their directors

In connection with the investigation triggered by the Romanian National Anti-Corruption Directorate ("DNA"), which we have previously disclosed to the market and to our investors in the initial public offering prospectus dated 26 April 2017, in the supplemental prospectus dated 8 May 2017, as well as in the subsequent public reports, the Company would like to inform its investors and the market that, based on the information published on the official platform of the court on 16 January 2019, on 15 January 2019, the Bucharest Tribunal convicted RCS & RDS S.A. (the Company's subsidiary in Romania – "RCS&RDS") in connection with the offence of money laundering for which the court applied a criminal fine in the amount of lei 1,250,000. The Bucharest Tribunal's decision also decided on the confiscation from RCS&RDS of an amount of Euro 3,100,000 plus lei 655,124 and it maintained the seizure over the two real estate assets first instituted by the DNA.

Integrasoft S.R.L. was convicted in connection with the offence of accessory to money laundering for which the court applied a criminal fine of lei 700,000. Mr. Bendei Ioan was convicted to a 4 years imprisonment sentence in connection with the offence of accessory to money laundering resulting from his capacity of director of Integrasoft S.R.L.

Mr. Serghei Bulgac (Chief Executive Officer and President of the board of directors of RCS&RDS), Mr. Mihai Dinei (member of the board of directors of RCS&RDS), as well as Mr. Alexandru Oprea (former Chief Executive Officer of RCS&RSD) were acquitted in connection with all the accusations brought against them by the DNA.

In the same case file, Mr. Dumitru Dragomir was convicted to a 4 years imprisonment sentence in connection with the offences of receiving of bribe and accessory to money laundering, Mr. Bădiță Florin Bogdan (director of Bodu S.R.L.) was convicted to a 4 years imprisonment sentence in connection with the offences of accessory to the receiving of bribe and to money laundering, the company Bodu S.R.L. was convicted in connection with the offences of accessory to the receiving of bribe and money laundering, while Mr. Bogdan Dumitru Dragomir was acquitted in connection with all the accusations brought against him by the DNA.

The decision also abolishes the joint-venture agreement from 2009 concluded between RCS&RDS and Bodu S.R.L., as well as all the agreements concluded between RCS&RDS, Bodu S.R.L. and Integrasoft S.R.L. in 2015 and 2016.

We deem the Bucharest Tribunal's decision to be profoundly unjust, incorrect and ungrounded. This decision is neither final nor enforceable.

We will challenge this decision to the Bucharest Court of Appeal immediately. We trust that the Bucharest Tribunal issues its written decision within a reasonable timeframe, for a timely judgement of the case in the appeal, and that no further deferral is perpetrated.

We strongly restate that RCS&RDS, Integrasoft S.R.L. and their current and former officers have acted appropriately and in compliance with the laws, as we have argued since the beginning of this investigation. We express our belief in the justice in Romania and our trust that this case will be rightfully rebutted in the appeal.

Serghei Bulgac

Chief Executive Officer

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