Digi Communications N.V.

Audit Report / Information • Jul 30, 2020

Ernst & Young Assurance Services SRL Bucharest Tower Center Building, 22nd Floor 15-17 Ion Mihalache Blvd., Sector 1 011171 Bucharest, Romania

Tel: +40 21 402 4000 Fax: +40 21 310 7193 office@ro.ey.com ey.com

Independent Limited Assurance Report on the information included in the current report issued by the Company in accordance with requirements of Law 24/2017 (Article 82) and Regulation no. 5/2018

To the Board of Directors of Digi Communications N.V.

We were engaged by Digi Communications N.V. (hereinafter "the Company '') to perform certain procedures in accordance with Regulation no. 5/2018 of Financial Supervisory Authority (''ASF'') with all its subsequent amendments and updates and report on the information included in the attached current report (dated 14 February 2020)) (hereinafter the ''Reporting Schedule'') that has been prepared by the Company in accordance with the requirements of Law 24/2017 (Article 82) (the "criteria'') to report to the Financial Supervisory Authority ("FSA") and to the Bucharest Stock Exchange for the period from 1 January 2020 to 30 June 2020. The Reporting Schedule has been prepared by the Company based on legal documents signed by the Company with its administrators, employees and significant shareholders as well as with the persons related to them. The Reporting Schedule is the responsibility of the Company's management. Our procedures have been performed exclusively on the Reporting Schedule mentioned above, covering the period 1 January 2020 to 30 June 2020.

Specific Purpose

This report is intended solely for the purposes specified in the first paragraph above and for your information and must not be used for any other purpose. The report refers exclusively to the Reporting Schedule and must not be associated with any Company's financial statements as a whole. Our procedures have been performed exclusively on the contract included by the Company in the Reporting Schedules for the period 1 January 2020 to 30 June 2020.

Management's Responsibilities

The Company's management is responsible for the preparation of the Reporting Schedule in accordance with the requirements of the Law 24/2017 (Article 82) (''the criteria''). In particular, the Company's management is responsible for internal controls being designed and implemented to prevent the Reporting Schedule from being materially misstated.

In addition, the Company's management is responsible for ensuring that the documentation provided to the auditor is complete and accurate. The Company's management is also responsible for maintaining the internal control system that reasonably ensures that the documentation described above is free from material misstatements, whether due to fraud or error.

Auditor's Responsibilities

We conducted our assurance engagement in accordance with International Assurance Standards, particularly ISAE 3000 (revised), "Assurance Engagements Other than Audits or Reviews of Historical Financial Information". These regulations require that we comply with ethical standards and plan and perform our assurance engagement to obtain limited assurance about the Reporting Schedule.

We apply International Standard on Quality Control 1 (ISQC 1), and accordingly, we maintain a robust system of quality control, including policies and procedures documenting compliance with relevant ethical and professional standards and requirements in law or regulation.

We comply with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) as issued by the International Ethics Standards Board for Accountants (IESBA Code), which establishes the fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

The procedures selected depend on the auditor's judgment. The procedures include, in particular, inquiry of the personnel responsible for financial reporting and risk management and additional procedures aimed at obtaining evidence about the Reporting Schedule.

The assurance engagement performed represents a limited assurance engagement. The nature, timing and extent of procedures performed in a limited assurance engagement is limited compared with that necessary in a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is lower.

In respect of the Reporting Schedule of the Company we have performed the following procedures:

• 1) We have obtained the attached Reporting Schedule from the Company and agreed that approving persons included on the Reporting Schedule are those of relevant representative of the Company and we have undertaken a comparison of the details required to be included in the Reporting Schedule as indicated in Law 24/2017 (Article 82) to the information actually included by the Company.
• 2) We have compared details, for the individual contracts/agreements we have considered, as detailed in this Report, to determine if the content of the Reporting Schedule is consistent, in all material respects, with information as per signed contracts and agreements presented to us and that the presented documents have been signed by representatives of the Company that are indicated in the authorized signature schedule provided to us by the Company. As applicable, our procedures have compared the Reporting Schedule to the contract and agreement documentation for consistency of details on: the parties which signed the legal document; the date when documentation was signed and the nature of the documentation; the description of the type of goods/services as indicated in the documentation; the total value of the contract/agreement documentation, and, as applicable, contract related terms and conditions.

• 3) We have compared the details disclosed in the Reporting Schedule for consistency with the information provided to us from discussion with management and to the extent indicated in contract/agreement documentation, in relation to the basis and nature of the contract/agreement entered into by the parties.
• 4) From discussions with the management and from perusal of Company policies and procedures provided to us, we have considered the consistency of the transactions performed with administrators, employees and significant shareholders, as well as with persons related to them with the Company's policies and procedures.
• 5) To the extent that there is a market price for goods or services provided by administrators, employees and significant shareholders, as well as with persons related to them, we have discussed the basis for the price agreement and considered if, to the extent applicable, the prices agreed are consistent with that used for third (other) parties, where similar goods or services could be provided. To the extent that no market prices are available, we have analyzed if the transactions have been performed based on the signed approved contracts.

Our procedures have been performed only on the contract included in the attached Reporting Schedule, that has been concluded/modified during 1 January 2020 to 30 June 2020 and that has an estimated value during the reporting period above 50,000 Euros. We have not performed any procedures to verify whether the Reporting Schedule includes all the transactions and details that the Company has to report according to Article 82 of Law 24/2017 for the reporting period.

Conclusion

Based on the procedures performed and evidence obtained, as described above, regarding the legal documents which are included in the Reporting Schedule, nothing has come to our attention that causes us to believe that:

• a) The details as indicated in the Reporting Schedule are not in accordance with the related contract/agreement presented to us.
• b) The details in the Reporting Schedule are not, in all material respects, consistent with the requirements of the legislation.
• c) The related contract/agreement provided to us was not properly authorized by representatives of the Company.
• d) The prices have not been established by mutual agreement between the parties in accordance with the type of goods/services and also by considering other terms and conditions mentioned in the respective contract signed between the parties.

e) The terms and conditions of the contract reported by the Company under which transactions have been completed with administrators, employees, significant shareholders, as well as with the persons related to them, are not established on the basis of the contracts signed by the Company according to the type of services and to other terms and conditions agreed between the parties.

Other matters

Starting with 1 January 2020, the Company no longer reports the legal documents signed with its subsidiaries.

Our report is solely for the purpose set forth in the first paragraph of this Report and for your information and is not to be used for any other purpose.

This Report relates only to the Reporting Schedule as mentioned above and does not extend to any other reports of the Company, individually or taken as a whole.

On behalf of Ernst & Young Assurance Services SRL

Bogdan Ion Partner

30 July 2020 Bucharest, Romania

Attachment

1. Reporting Schedule

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:	14 February 2020
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, th floor, 5th District, Romania Phase I, 4
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: Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V. in January 2020 or in other period but effective in January 2020, in accordance with article 82 of Law no. 24/2017 and FSA Regulation no. 5/2018.

Ernst & Young Assurance Services S.R.L.
3 0. IUL. 2020
Signed for identification

I. Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V. in January 2020 under article 82 of Law no. 24/2017

During January 2020 no legal documents were concluded by DIGI COMMUNICATIONS N.V. under the article 82 Law no. 24/2017

II. Reporting of legal documents concluded by DIGI COMMUNICATIONS N.V in other period but effective in January 2020 under article 82 of Law no. 24/2017

No.	Beneficiary/ One party to the contract	Supplier/The other party to the contract	Start Date Initial Contract	End Date Initial Contract	Start Date Addendum	End date Addendum	Object	Total Contract Value		Comments	Payment term	Guarantees	Estimated Receivables/	Estimated Receivables/	Pen alti	Balance at 31 January 2020
								HCY	Amount in HCY				Liabilities in HCY	Liabilities in RON	es
0	1	2	3	4	5	6	7	8	9	10	11	12	13	14	15	16
1	RCS&RDS SA	RCS MANAGEMENT SA	N/A	N/A	28/05/2019	09/05/2020	Extension of the credit and interest repayment date related to the Borrowing Contract from 12 May 2017	EUR	5,000,000	Addendum for the extension of the credit and interest repayment date up to 9 May 2020	5.5% p.a. interest	-	16,071	76,785	-	16,071

Serghei Bulgac, Chief Executive Officer

Eirnst & Young Assurance Services S.R.L.
3 0. IUL 2020
Signed for identification