Digi Communications N.V. — Proxy Solicitation & Information Statement 2026

Feb 9, 2026

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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: 6 February 2026

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: Convening of the Company's general shareholders extraordinary meeting for 20 March 2026, for the approval of, among others, the authorization of the Board of Directors to issue shares.

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The Company informs the market that today, 6 February 2026, the Board of Directors of the Company convenes the extraordinary general shareholders meeting (the "EGM") of the Company, to be held on Friday, 20 March 2026, at 2.00 p.m. CET, at the offices of Freshfields Bruckhaus Deringer LLP (Amsterdam office), Strawinskylaan 10, 1077 XZ Amsterdam, The Netherlands.

The items on the agenda are the following:

• − Proposal to designate the Board of Directors as the competent corporate body to resolve to issue Class A shares and Class B shares on account of the Company's retained earnings and general reserves;
• − Proposal to grant the authority to the Board of Directors to restrict or exclude pre-emptive rights with relation to the previous agenda-item;
• − Proposal to amend the Company's articles of association.

We kindly invite the market to visit the Company's website at http://www.digicommunications.ro/en/general-share-holders (for English readers) and at http://www.digicommunications.ro/ro/aga (for Romanian readers) to review the documentation package for the EGM.

The document entitled "Agenda and explanatory notes" contains a detailed description of the items on the EGM agenda.

Any shareholder interested in attending or voting at the EGM needs to follow the procedures set out in the articles of association of the Company (available at http://www.digi-communications.ro/en/corporategovernance) and in the "Convening Notice" available at http://www.digi-communications.ro/en/generalshare-holders).

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EXTRAORDINARY GENERAL MEETING OF DIGI COMMUNICATIONS N.V. (THE COMPANY) TO BE HELD ON FRIDAY, 20 MARCH 2026, AT 2 PM CET AT THE OFFICES OF FRESHFIELDS LLP (AMSTERDAM OFFICE), STRAWINSKYLAAN 10, 1077 XZ AMSTERDAM, THE NETHERLANDS

AGENDA

1. Opening

2. Authority to issue shares

• a. Proposal to designate the Board of Directors as the competent corporate body to resolve to issue Class A shares and Class B shares on account of the Company's retained earnings and general reserves.
• b. Proposal to grant the authority to the Board of Directors to restrict or exclude pre-emptive rights with relation to agenda-item 2a.

3. Proposal to amend the Company's articles of association

4. Close of Meeting.

Agenda

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The agenda for the EGM and the explanatory notes thereto are available on the website of the Company (www.digi-communications.ro) from 6 February 2026 onwards and are, with effect from the same date, available for inspection and obtainable free of charge at the premises of the Company (tel. +40314006505 and address: 75 Dr. N. Staicovici Street, fourth floor, Bucharest, Romania).

Record Date

Shareholders (which for the purposes of this notice includes holders of rights of usufruct and pledgees with voting rights) are entitled to attend and vote at the EGM (either in person or by proxy) if they (i) are registered in one of the (sub)registers as described below on the 28th day prior to the EGM and therefore on 20 February 2026 (the Record Date) after all debit and credit entries have been handled and (ii) in addition have notified the Company of their intended attendance at the EGM in the manner mentioned below. The designated (sub)registers are the administration records of the Romanian Central Depository (Depozitarul Central S.A.), and the shareholders' register of the Company.

Notification of Attendance

Class A shares: holders of registered class A shares (which for the purposes of this notice includes holders of rights of usufruct and pledgees with voting rights in respect of these shares) who wish to attend the EGM (either in person or by proxy) must notify the Company of their intended attendance, which notice, accompanied where applicable by written power of attorney (see below), must have been received by Mrs. Eliza Popa, the Company's secretary (address: 75 Dr. N. Staicovici Street, fourth floor, Bucharest, Romania and e-mail digi.gsm@digi-communications.ro) no later than by Friday, 13 March 2026, at 4.00 pm CET. Duly registered shareholders will receive a receipt confirmation supplied by the Company which together with a valid identification document will also serve as admission ticket for the EGM.

Class B shares: holders of class B shares (which for the purpose of this notice includes holders of rights of usufruct and pledgees with voting rights in respect of these shares) who wish to attend the EGM (either in person or by proxy) must notify the Company by registering via the E-vote by ING (https://evote.ingwb.com) no later than by Friday, 13 March 2026, at 4.00 pm CET. Duly registered shareholders will receive a receipt confirmation supplied by ING Bank N.V. which together with a valid identification document will also serve as admission ticket for the EGM.

Representation by Proxy

Class A shareholders: holders of registered class A shares (which for the purpose of this notice includes holders of rights of usufruct and pledgees with voting rights in respect of those shares) who will not participate in person to the meeting or be represented by their own legal representative may grant a proxy, on behalf of the relevant class A shareholder, to attend the EGM, to sign the attendance list, to speak and to cast a vote at that meeting on the voting items on the agenda in accordance with the voting instructions provided by the relevant holder, all with the right of substitution to:

• (i) a third person; or
• (ii) Mrs. Eliza Popa, secretary of the Company (address: 75 Dr. N. Staicovici Street, fourth floor, Bucharest, Romania), any of whom to individually and alternatively (and not collectively) execute the given proxy in which case such proxy must include unequivocal voting instruction(s).

The holder of shares A will notify the Company of an electronic copy of the proxy at the following e-mail address: digi.gsm@digi-communications.ro no later than by Friday, 13 March 2026, at 4.00 pm CET.

Class B shares: The holders of class B shares (which for the purposes of the EGM includes holders of rights of usufruct and pledgees with voting rights in respect of those shares) who will not participate to the meeting in person or be represented by their own legal representative can grant a proxy to:

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• (i) a third person (based on the Attendance notice and PoA to be obtained on the Company's website on GSM documents); or
• (ii) Mrs. Eliza Popa (to be obtained via E-vote by ING https://evote.ingwb.com), who will be authorized to, on behalf of the relevant holder, with the right of substitution, to attend the EGM, to sign the attendance list, to speak and to cast a vote at that meeting on the voting items on the agenda in accordance with the voting instructions provided by the relevant holder.

The duly completed and executed power of attorney under which a third person is empowered to represent the class B shareholder at the EGM must be received by the Company for the attention of Mrs. Eliza Popa, Dr. N. Staicovici 75, fourth floor, Bucharest, Romania, or by e-mail: digi.gsm@digi-communications.ro or if the Company's secretary is empowered, by registering the proxy via the E-vote by ING (https://evote.ingwb.com), no later than by Friday, 13 March 2026, at 4.00 pm CET.

E-voting Class B Shares

Only holders of class B shares (which for the purpose of this notice includes holders of rights of usufruct and pledgees with voting rights in respect of those shares) may also give voting instructions via https://evote.ingwb.com no later than by Friday, 13 March 2026, at 4.00 pm CET.

Identification

Persons entitled to attend the EGM (which includes persons granted with a proxy in the manner as described above) will be requested to identify themselves at the Registration Desk prior to admission to the EGM and are therefore requested to bring a valid identity document.

Issued capital and voting rights of the Company

At the day of this convocation, the Company has an issued share capital of EUR 6,810,042.52 consisting of 64,556,028 Class A Shares, each having a nominal value of EUR 0.10 and 35,443,972 Class B Shares, each share having a nominal value of EUR 0.01. 4,409,361 Class A Shares and 18,026 Class B Shares are held by the Company in its own share capital (in treasury). No votes may be cast for shares held by the Company in its own share capital. Therefore, the total number of voting rights at the day of this convocation amounts to 636,892,616.

For further details, please contact us at investor.relations@digi-communications.ro.

Serghei Bulgac

Chief Executive Officer