AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Digi Communications N.V.

Capital/Financing Update Oct 23, 2025

6226_iss_2025-10-23_298d28ce-e410-43c3-9942-d845a97f6983.pdf

Capital/Financing Update

Open in Viewer

Opens in native device viewer

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: 23 October 2025

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 Bucharest Stock Exchange, Main Segment, Category Int'l

securities are traded: (Shares)

Important events to be reported: The upsize and successful pricing of the offering of senior secured notes by Digi Romania.

The Company informs the market that on 22 October 2025, DIGI Romania S.A., a Romanian subsidiary of the Company ("Digi Romania") has successfully priced the offering (the "Offering") of its EUR 600 million 4.625% senior secured notes due 2031 (the "Notes").

Barclays Bank Ireland PLC and Citigroup Global Markets Europe AG acted as Joint Global Coordinators and Joint Physical Bookrunners in relation to the Offering. ING Bank N.V., Banco Santander S.A., Société Générale and Unicredit Bank GmbH acted as Joint Bookrunners.

The settlement of the Notes is expected to take place on 29 October 2025.

The gross proceeds of part of the Offering amounting to EUR 600 million will be used (such use, together with the Offering, the "Refinancing"): (a) to redeem the entire outstanding aggregate principal amount of EUR 400 million 3.25% senior secured notes due 2028 issued by Digi Romania; (b) partially prepay the Facility A under the senior facilities agreement dated 21 April 2023, between, among others, Digi Romania as borrower, the Company as guarantor, ING Bank N.V., BRD-Groupe Societe Generale S.A., Citibank Europe plc, Dublin – Romania Branch, Raiffeisen Bank S.A. and UniCredit S.A., as mandated lead arrangers, and several other financial institutions, as lenders (the "2023 Senior Facilities Agreement"); (c) to partially prepay the term loan Facility A under the the senior facilities agreement dated June 3, 2024 (as amended and restated on September 12, 2024, and on December 5, 2024), between, among others, Digi Romania, ING Bank N.V. as mandated lead arranger, ING Bank N.V., London Branch, as facility agent, and several other financial institutions, as lenders (the "2024 Senior Facilities Agreement"); (d) to partially prepay certain of our other secured short-term debt; (e) for general corporate purposes and (f) to pay costs, expenses and fees in connection with the Refinancing (including accrued but unpaid interest, the Initial Purchasers' fees, legal and accounting fees and other transaction costs).

The Notes are expected to be admitted to the official list of Euronext Dublin and trading on its regulated market. A prospectus relating to the Notes will be made available on the website of the Company in due course.

For further information in relation to the Offering and the Notes, please refer to the report dated 20 October 2025 available at https://www.bvb.ro/FinancialInstruments/SelectedData/NewsItem/DIGI-Oferta-Digi-Romania-de-Obligatiuni-si-rascumpararea-Obligatiunilor-2028/636A0.

***

This announcement is not an offer of securities for sale in the United States. The Notes may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act. Any securities mentioned herein have not been and will not be registered under the U.S. Securities Act, and no public offering will be made in the United States.

Serghei Bulgac

Chief Executive Officer

Talk to a Data Expert

Have a question? We'll get back to you promptly.