Digi Communications N.V.

Regulatory Filings • Dec 12, 2023

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 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 December 2023
Name of the issuing entity:	(the "Company") DIGI COMMUNICATIONS N.V.
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: Digi Spain Telecom S.L.U. ("Digi Spain"), the Company's subsidiary in Spain, has concluded a spectrum transfer agreement for the purchase of the spectrum licenses for the private use of the radioelectric public domain related to certain sets of blocks of frequencies in the 1,800 MHz, 2,100 MHz and 3,500 MHz bands.

The Company would like to inform the market that on 11 December 2023 Digi Spain has concluded a spectrum transfer agreement with respect to the transfer from Xfera Móviles, S.A. (part of MasMovil Group in Spain) and acquisition by Digi Spain of the spectrum licenses for the private use of the radioelectric public domain related to certain sets of blocks of frequencies (2 x 10 MHz in the 1,800 MHz band, 2 x 10 MHz in the 2,100 MHz band and 20 MHz in the 3,500 MHz band) (the "Spectrum Licenses") for a consideration of EUR 120,000,000, which includes a conditional component of EUR 20,000,000 (the "Spectrum Transfer Agreement"). The Spectrum Transfer Agreement has been concluded in the context of the merger control proceeding directed by the European Commission (Case M.10896 - OSP/MásMóvil/JV) for the approval of a concentration whereby Lorca JVCo Limited and Orange, S.A. shall create and acquire joint control over a full function joint venture comprising their respective Spanish telecommunications operators.

In the same context, Digi Spain and Orange Espagne, S.A.U. concluded on the same date an option agreement whereby the latter grants Digi Spain the option to enter in the future into a national roaming service agreement (the "Option") for the provision by Orange Espagne, S.A.U. to Digi Spain of a wholesale mobile electronic communications service, which would allow Digi Spain to access all available technologies in the mobile network of Orange Espagne S.A.U. or its affiliates, including MasMovil Ibercom S.A.U., in Spain.

The transfer of the Spectrum Licenses and the grant of the Option are subject, among others, to the completion of the transaction between Orange and MasMovil, which requires the approval of the European Commission.

Serghei Bulgac Chief Executive Officer