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Digi Communications N.V.

Capital/Financing Update Sep 17, 2024

6226_iss_2024-09-16_a39facaf-f292-45c5-8288-1055dc80c6e5.pdf

Capital/Financing Update

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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 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: 16
September 2024
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 Company's Romanian subsidiary exercised its right to redeem the Senior Secured Notes due in 2025 in principal amount of €450,000,000

The Company would like to inform the market that on 16 September 2024, the Company's Romanian subsidiary, Digi Romania S.A., ISIN: XS2107451069 (Regulation S) and XS2107452380 (Rule 144A), Common Code: 210745106 (Regulation S) and 210745238 (Rule 144A), (the "Issuer"), issued the Notice of conditional full redemption regarding any and all outstanding aggregate principal amount of €450,000,000 2.50% Senior Secured Notes due in 2025 (the "Notes"). The Issuer thereby exercised its right to redeem the Notes on September 27, 2024, under the following main terms and conditions:

    1. The redemption date for the Notes will be September 27, 2024 (the "Redemption Date"). The record date, on which any holder of Notes must hold any Notes to be entitled to the Redemption Price (as defined below), will be September 26, 2024.
    1. The redemption price of the Notes is 100.000% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest from August 5, 2024 to (but excluding) the Redemption Date, and additional amounts, if any in accordance with the documentation regarding the Notes (the "Redemption Price").
    1. Any Definitive Registered Note (as defined in the documentation regarding the Notes) representing the Notes called for redemption must be surrendered to Citibank, N.A., London Branch as Paying Agent, at Citibank, N.A., London Branch, 25 Canada Square, Canary Wharf, London E14 5LB United Kingdom, Facsimile No.: +353 1 622 2212, Attention: Agency & Trust, to collect the Redemption Price.
    1. Unless the Issuer defaults in making such redemption payment, interest on the Notes called for redemption shall cease to accrue on and after the Redemption Date.
    1. The Notes will be redeemed in accordance with the terms and conditions of the documentation regarding the Notes. The Issuer's obligation to redeem any of the Notes on the Redemption Date is conditioned upon a financing condition which has already been fulfilled at the date of this report.

Serghei Bulgac

Chief Executive Officer

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