DIGI

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 March 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/Email: +4031.400.65.05 / +4031.400.65.06 / [email protected]

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 6,808,514.86

Number of shares in issue: 100,000,000 (out of which (i) 64,539,054 class A shares with a nominal value of ten eurocents (€ 0.10) each and (ii) 35,460,946 class B shares, with a nominal value of one eurocent (€ 0.01) each)

Number of listed shares: 35,460,946 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: Decision of the Board of Directors regarding the issuance of new shares

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The Company hereby informs the market that the Board of Directors approved today, 23 March 2026, in accordance with the Resolution of the Extraordinary General Meeting of the Shareholders dated 20 March 2026, that on 8 April 2026 (the “Record Date”) the Company shall effect the issuance of 120,293,334 Class A Shares, each with a nominal value of EUR 0.10 (the “New Class A Shares”) and 70,921,892 Class B Shares, each with a nominal value of EUR 0.01 (the “New Class B Shares” and together with the New Class A Shares the “New Shares”) (the “Issuance”) against the conversion of part of the Company’s retained earnings amounting to EUR 12,738,552.32 into share equity (the “Conversion”), which will be allotted to the existing shareholders of the Company as at the Record Date, as follows:

for each existing and outstanding Class A share, two New Class A Shares will be allotted; and
for each existing and outstanding Class B share, two New Class B Shares will be allotted,

whereby any shares held by the Company in treasury shall be excluded as a matter of Dutch law.

The Board of Directors has determined the following relevant dates in connection with the Issuance and Conversion:

7 April 2026 as Ex-date;
8 April 2026 as Record Date;
9 April 2026 as Payment Date

Pursuant to the Conversion and the Issuance, the issued share capital of the Company shall amount to EUR 19,547,067.18, divided into 184,832,388 Class A shares, each with a nominal value of EUR 0.10 and 106,382,838 Class B shares, each with a nominal value of EUR 0.01.

The Board of Directors also approved the document containing the information set out in Annex IX to the Regulation 2017/1129/EU in connection with the Issuance and the Conversion, which is attached to this current report.

Serghei Bulgac

Chief Executive Officer

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THIS INFORMATION DOCUMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE PROHIBITED BY APPLICABLE LAW

DIGI | Communications N.V.

INFORMATION REGARDING THE ADMISSION TO LISTING AND TRADING IN DIGI COMMUNICATIONS N.V. OF 70,921,892 NEW CLASS B SHARES ON THE BUCHAREST STOCK EXCHANGE, A REGULATED MARKET ORGANIZED AND MANAGED BY BURSA DE VALORI BUCUREȘTI S.A. AND THE ISSUE OF 120,293,334 NEW CLASS A SHARES

1. INTRODUCTION

This information document (the "Information Document"), dated 23 March 2026, has been prepared by Digi Communications N.V. (the "Issuer"), a public company with limited liability (naamloze vennootschap) incorporated under Dutch law, with its statutory seat in Amsterdam, The Netherlands, registered with the Dutch Chamber of Commerce under number 34132532, with LEI number 635400XJGDRCVHCKH516, with its registered office located at Dr. N. Staicovici 75, 4th Floor, sector 5, Forum 2000 Building, Bucharest, Romania, and website at https://www.digi-communications.ro/. This Information Document has been prepared in accordance with article 1(5)(ba)(iii) and Annex IX of Regulation 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended (the "Prospectus Regulation").

This Information Document relates to (a) the issuance of 2 new Class A Shares with a nominal value of EUR 0.10 (the "New Class A Shares") for every one Class A Share held by existing holders of Class A Shares on 8 April 2026 (the "Record Date"), (b) the issuance of 2 new Class B Shares with a nominal value of EUR 0.01 for every one Class B Share held by existing holders of Class B Shares as at the Record Date (the "New Class B Shares" and together with the New Class A Shares, the "New Shares") (such issuance of New Shares, being the "Issuance"), and (c) the application for admission to listing and trading of the New Class B Shares (but not the New Class A Shares) on the Bucharest Stock Exchange, a regulated market organized and managed by Bursa de Valori București S.A. ("Admission"). There will not be any public or private offering of New Shares. New Shares will be allotted on a pro rata basis to existing shareholders as registered in the (sub)registers of the Romanian Central Depository (Depozitarul Central S.A.) and the shareholders' register of the Company after all debit and credit entries have been processed on the Record Date. Fractions of shares will not be issued.

An application will be made for Admission of the New Class B Shares (but not the New Class A Shares) to trading on the Bucharest Stock Exchange and Admission is expected to occur on 10 April 2026. Following Admission, the New Class B Shares will rank pari passu and be fungible with all other existing and outstanding Class B Shares of the Issuer (the term "Shares" in this Information Document refers to both the New Shares and all existing Class A Shares and Class B Shares in the Issuer, unless the context otherwise requires).

An investment in the Shares involves substantial risks and uncertainties and the investors could lose all or part of their investment. Prospective investors must be able to bear the economic risk of an investment in the Shares and should be able to sustain a total or partial loss of their investment. Prospective investors are advised to carefully consider the information contained in this Information Document (and the documents referred to therein) and, in particular section 8 (Risk Factors) below, before investing in the Shares.

For more information about the Issuance and the New Shares, reference is made to (i) Sections 7, 9, 10, and 11 below, and (ii) the EGM Explanatory Notes (as defined below).

2. DECLARATION OF RESPONSIBILITY

The Issuer, represented by its statutory board of directors (the "Board of Directors"), assumes responsibility for the information contained in this Information Document. The Issuer, represented by its Board of Directors, declares that, to the best of its knowledge, the information contained in this Information Document is in accordance with the facts and that this Information Document makes no omission likely to affect its import.

3. COMPETENT AUTHORITY

The Dutch Authority for the Financial Markets (the "AFM") is the competent authority in accordance with article 20 of the Prospectus Regulation. This Information Document does not constitute a prospectus within the meaning of the Prospectus Regulation and has not been subject to the scrutiny and approval of the AFM.

REPORTING AND DISCLOSURE

In conformity with applicable reporting and disclosure obligations throughout the period in which its Shares have been admitted to listing and trading on the Bucharest Stock Exchange, including under Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonization of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, as amended (Transparency Directive), Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, as amended (Market Abuse Regulation or MAR), and Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organizational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive, as amended (MiFID II Delegated Regulation 565), in each case as far as applicable, the Issuer has published via press releases available on its website www.digi-communications.ro and the website of the Bucharest Stock Exchange www.bvb.ro all "inside information" as defined in MAR, as well as the required periodic financial statements, most recently (i) its Preliminary Financial Report for the year ended 31 December 2025 published on 23 February 2026 (available at https://www.digi-communications.ro/en/see-file/DIGI_2025-Preliminary-results-report.pdf) (the "2025 Preliminary Report"), (ii) its Annual Report for the year ended 31 December 2024 published on 30 April 2025 (available at https://www.digi-communications.ro/en/see-file/DIGI_20250430205640_Digi-Communications-N-V-2024-Annual-Report.pdf) (the "2024 Annual Report"), (iii) its interim financial statements for half year to 30 June 2025 published on 14 August 2025 (available at https://www.digi-communications.ro/en/see-file/Digi_Financial-report_H1_2025.pdf) (the "HY 2025 Financial Report"), and (iv) its quarterly financial report for the three month period ended 30 September 2025 published on 14 November 2025 (available at https://www.digi-communications.ro/en/see-file/DIGI-Q3-2025-Financial-Report.pdf) (the "Q3 2025 Financial Report").

The Issuer, represented by the Board of Directors, also confirms that, on the date of this Information Document, the Issuer does not delay the disclosure of inside information in accordance with the aforementioned Market Abuse Regulation (EU) No 596/2014.

AVAILABLE INFORMATION

The regulated information published by the Issuer pursuant to applicable ongoing disclosure obligations is available on the Issuer's website, including (i) the explanatory notes of the Issuer's Extraordinary General Meeting of Shareholders that was held on 20 March 2026 (the "EGM") (the "EGM Explanatory Notes"), via https://www.digi-communications.ro/en/see-file/DIGI-EGM-2026-March-20-Agenda-and-explanatory-notes.pdf, (ii) the Issuer's press releases to date, via https://www.digi-communications.ro/en/announcements/press-release, and (iii) the Issuer's most recent consolidated financial results, including the 2025 Preliminary Report, 2024 Annual Report, HY 2025 Financial Report and Q3 2025 Financial Report, via https://www.digi-communications.ro/en/investor-relations/shares/financial-results-shares.

ABOUT DIGI COMMUNICATIONS

The Issuer, together with its consolidated subsidiaries (together, the "Group"), is a European leader in geographically-focused telecommunication solutions, based on the number of revenue generating units ("RGUs") and a leading provider of telecommunication services in Romania and Spain, with a presence also in Italy, Portugal and Belgium. The Group's mission is to provide its customers with high-quality telecommunications services at competitive prices. For more information about the Group and its activities, reference is made to the 2024 Annual Report.

REASONS FOR THE ISSUANCE OF THE NEW SHARES

As at the date of this Information Document, the Issuer has 64,539,054 Class A Shares on issue, each with a nominal value of EUR 0.10 and 35,460,946 Class B Shares on issue, each with a nominal value of EUR 0.01. As set out in the EGM Explanatory Notes, the Board of Directors proposed to convert approximately EUR 13,000,000 (corresponding to approx. RON 66,236,300 per the EUR/RON exchange rate on the date of this Information Document) of the Company's retained earnings into share equity pursuant to the Issuance (the "Conversion").

The delegation to the Board of Director to resolve upon the issuance of the New Shares on account of the free reserves and the exclusion of pre-emptive rights under the Articles in respect of the Issuance, as well as the increase to the authorized share capital of the Issuer under its articles of association (the "Articles"), were approved by shareholders of the Issuer at the EGM held on 20 March 2026. Subsequently, the Board of Directors has resolved to implement the Conversion on 23 March 2026.

The purpose of the Conversion and the Issuance is to create long-term value for the Issuer's shareholders by optimizing the Issuer's capital structure, improving the equity ratio and aligning the Company's share capital with its reserves.

The Conversion and the Issuance does not dilute existing shareholders, as the allocation is pro rata to existing shareholdings as at the Record Date, ensuring that their relative economic and voting interests remain unchanged.

No proceeds will be received by the Issuer in connection with the Issuance, as it is not a capital raising exercise. Following approval at the EGM and the decision by the Board of Directors, the Conversion will be implemented in accordance with relevant Dutch law and the Articles. The Board of Directors has confirmed that the Issuer's retained earnings are sufficient to enable the Conversion.

RISK FACTORS

Prior to any investment decision in relation to the Shares, it is important to carefully analyze the risk factors considered relevant to the future development of the Group and the Shares. The following is a summary of key risks that, alone or in combination with other events or circumstances, could have a material adverse effect on the Group's business, financial condition, results of operations or prospects. In making the selection, the Group has considered circumstances such as the probability of the risk materializing on the basis of the current state of affairs, the potential impact which the materialization of the risk could have on the Group's business, financial condition, results of operations or prospects, and the attention that management would, on the basis of current expectations, have to devote to these risks if they were to materialize.

The Board of Directors believes that the risks described below are the material risks concerning the Group's financial condition, business and regulation. They are not the only risks relating to the Group's financial condition, business and regulation. Other risks, events, facts or circumstances not presently known to the Group or that the Group currently deems to be immaterial could, individually or cumulatively, also prove to be important and have a significant negative impact on the Group's business, financial condition, results of operations or prospects.

Risks Relating to the Group's financial condition

The Group's substantial leverage and debt servicing obligations could have a material adverse effect on the Group's business, prospects, results of operations and financial condition

The Group's leverage can have important consequences for the Group's business and operations, including (i) making it more difficult to satisfy obligations with respect to the Group's debt and liabilities, (ii) requiring the Group to dedicate a substantial portion of cash flow from operations to servicing debt, thus reducing the availability of cash flow to fund internal growth through working capital and capital expenditures and for other general corporate purposes, (iii) increasing the Group's vulnerability to a downturn in business or economic or industry conditions, (iv) placing the Group at a competitive disadvantage compared to competitors that have less debt in relation to cash flow, (v) limiting the Group's flexibility in planning for, or reacting to, changes in the business and the industry, (vi) negatively impacting credit terms with the Group's creditors, (vii) restricting the Group from exploiting certain business opportunities, and (viii) limiting the Group's ability to borrow additional funds or raise equity capital in the future and increasing the costs of such additional financings.

Any of these or other consequences or events could have a material adverse effect on the Group's ability to satisfy its debt obligations.

Additionally, the Group may incur substantial additional indebtedness in the future which could increase the risks listed above. Although the Indenture, the intercreditor agreement originally dated 4 November 2013, as amended and restated on 26 October 2016 and which establishes the relative rights of certain of the Group's creditors under its financing arrangements (the "Intercreditor Agreement") and certain of its existing credit facilities contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances, the amount of indebtedness that could be incurred in compliance with those restrictions could be substantial. In addition, such agreements do not prevent the Group from incurring obligations that do not constitute indebtedness as such term is defined therein. Any of these or other consequences or events could have a material adverse effect on the Group's business, prospects, results of operations or financial condition.

The Group is subject to restrictive debt covenants that may limit the Group's ability to finance its future operations and capital needs and to pursue business opportunities and activities

The indenture governing the €600.0 million 4.625% senior secured notes due 29 October 2031 issued by DIGI Romania S.A. ("DIGI Romania"), the Group's subsidiary in Romania (the "Notes") (the "Indenture") limits the Group's ability to (i) incur or guarantee additional indebtedness that would cause the Group to exceed a Consolidated Leverage Ratio (as such term is defined in the Indenture) of 4.25 to 1, (ii) pay dividends or make other distributions, purchase or redeem stock or prepay or redeem subordinated debt, (iii) make investments or other restricted payments, (iv) sell assets and subsidiary stock, (v) enter into certain transactions with affiliates, (vi) create liens, (vii) consolidate, merge, or sell all or substantially all of the Group's assets, (viii) enter into agreements that restrict certain of the Group's subsidiaries' ability to pay dividends, and (ix) engage in any business other than a permitted business.

In addition, certain senior facilities agreements concluded by companies from the Group contain covenants that limit the Group's ability to incur and assume debt and/or require the Group to maintain a net leverage ratio of 3.50 to 1 (and a consolidated EBITDA to total net interest ratio of 4.25 to 1 (as such terms are defined therein)). Further, the Group's existing financing arrangements require the Group to have positive equity and limit, among other things, the Group's ability to acquire or sell certain assets, to undergo certain corporate actions (such as mergers and de-mergers), to create security over the Group's assets and to open or maintain bank accounts or to enter into banking relationships with certain financial institutions.

Although all of these limitations are subject to significant exceptions and qualifications, these covenants could limit the Group's ability to finance its future operations and capital needs and the Group's ability to pursue acquisitions and other business activities that may be in its interest.

If the Group fails to comply with any of these covenants, the Group will be in default under its financial indebtedness (including under the Indenture and the Notes), and the relevant trustee, holders of the indebtedness or the applicable lenders could declare the principal and accrued interest on the Notes or the applicable loans due and payable, after any applicable cure period. These restrictions could materially adversely affect the Group's ability to finance future operations or capital needs or engage in other business activities that may be in its best interest.

Any impairment of the Group's ability to draw funds under its senior facilities agreements could materially adversely affect the Group's business operations

The Group's operations have been primarily financed using cash generated in its operations and debt financing. The Group relies on its existing senior credit facilities to fund the Group's business operations and for various other purposes. Further, if the Group was unable to draw funds under the Group's senior revolving credit facilities, the Group may need to find alternative sources of funds which may be at higher interest rates. There also can be no assurance that the Group will have sufficient cash resources on hand at any given time to meet its expenses or debt servicing requirements. The Group's ability to draw funds depends on, among other things, the Group's ability to maintain certain ratios. The Group's ability to meet these financial ratios and other required conditions to drawing could be affected by a number of factors, including by events beyond its control. In addition, the Group's inability to maintain these financial ratios may also result in an event of default under the senior credit facilities, which would prohibit the Group from drawing funds under those facilities and potentially trigger a cross-default under the Notes.

The Group requires a significant amount of cash to service its debt and sustain its operations. The Group's ability to generate cash depends on many factors beyond the Group's control, and the Group may not be able to generate sufficient cash to service its debt

The Group's ability to meet its debt obligations, fund working capital requirements, and finance capital expenditures depends on its capacity to generate sufficient cash flow from operations and access external financing on favorable terms. This is influenced by the success of the Group's business strategy and is subject to broader economic, competitive, and regulatory factors, many of which are outside the Group's control.

No assurance can be provided that the Group's business will generate sufficient cash flows from operations or that future debt or equity financings will be available to the Group to pay its debt when due or to fund other capital requirements or any operating losses. If the Group's future cash flows from operations and other capital resources (including borrowings under its senior credit facilities) are insufficient to pay the Group's obligations as they mature or to fund the Group's liquidity needs in the longer term, the Group may be forced to (i) reduce or delay its business activities or capital expenditures, (ii) sell assets, (iii) obtain additional debt or equity capital, (iv) restructure or refinance all or part of its debt on or before maturity, or (v) forego opportunities such as acquisitions of other businesses.

No assurance can be provided that the Group would be able to accomplish these alternatives on a timely basis or on satisfactory terms, if at all. Any failure to make payments on the Group's indebtedness on a timely basis would likely result in a reduction of its credit rating, which could also harm its ability to incur additional indebtedness. In addition, the terms of the Group's debt, including certain senior credit facilities agreements limit, and any future debt may limit, the Group's ability to pursue any of these alternatives. Any refinancing of the Group's indebtedness could be at higher interest rates and may require it to comply with more onerous covenants, which could further restrict the Group's business and could have a material adverse effect on its financial condition and results of operations. There can be no assurance that any assets which the Group could be required to dispose of can be sold or that, if sold, the timing of such sale and the amount of proceeds realized from such sale will be acceptable.

The Group may not be able to refinance maturing debt on terms that are as favorable as those from which the Group previously benefited or on terms that are acceptable to the Group, or at all

The Group's ability to refinance its debt depends on a number of factors, including the liquidity and capital conditions in the credit markets and the Group may not be able to do so on satisfactory terms, including in relation to the covenants, or at all. In the event that the Group cannot refinance its debt, the Group may not be able to meet its debt repayment obligations. In addition, the terms of any refinancing indebtedness may be materially more burdensome to the Group than the indebtedness it refinances. Such terms, including in relation to the covenants and additional restrictions on the Group's operations and higher interest rates, could have an adverse effect on the Group's results of operations and financial condition.

Furthermore, the Group's inability to meet repayment obligations under the existing agreements could trigger various cross-default and cross-acceleration provisions, resulting in the acceleration of a substantial portion (if not all) of the Group's debt and could have a material adverse effect on the Group's business, prospects, results of operations or financial condition.

Derivative transactions may expose the Group to unexpected risk and potential losses

The Group has embedded derivative assets related to the Notes (which included several call options, as well as one put option) and non-current derivative financial assets in connection with the transaction between DIGI Spain and Aberdeen for the roll out of our FTTH network in Andalucia, Spain.

From time to time, the Group may be party to other derivative transactions, such as interest rate swap contracts, with financial institutions to hedge against certain financial risks. Changes in the fair value of these derivative financial instruments, that are not cash flow hedges, are reported in profit and loss, and accordingly could materially affect the Group's reported results in any period. Moreover, the Group may be exposed to the risk that a counterparty in a derivative transaction may be unable to perform its obligations as a result of being placed in receivership or otherwise. In the event that a counterparty to a material derivative transaction is unable to perform its obligations thereunder, the Group may experience losses that could have a material adverse effect on the Group's financial condition, financial returns or results of operations.

Risks Relating to the Group's Business and Industry

The Group faces significant competition in the markets in which it operates, which could result in decreases in the number of current and potential customers, revenues and profitability

The Group faces significant competition in all their markets and business lines, which is expected to intensify further. For example, in Romania, the Group faces intense competition in the pay TV, fixed broadband, fixed-line telephony, and mobile telecommunication

services business lines from Orange Romania and Vodafone Romania. In Spain, the Group faces competition in their mobile telecommunication services, fixed broadband and fixed-line telephony business lines from Telefónica, MasOrange and Vodafone, who operate much larger and more established businesses in the country. In Portugal, the Group faces competition in our pay TV, fixed broadband, fixed-line telephony, and mobile telecommunication services business lines from MEO, NOS, and Vodafone. Similarly, we face competition from Fastweb + Vodafone, TIM, Wind Tre and Iliad in Italy and from Proximus, Telenet and Orange Belgium in Belgium. Additionally, in each of these markets, the Group faces competition from MVNOs and internet service providers. Increased competition may encourage customers to stop subscribing to our services (an effect known as "churn") and thereby adversely affect our revenues and profitability.

The existing competitors of the Group, as well as other competitors that may enter the markets in which the Group operates in the future, may enjoy certain competitive advantages that the Group does not, such as having greater economies of scale, easier access to financing, access to certain new technologies, more comprehensive product offerings in certain business lines, greater personnel resources, greater brand name recognition, fewer regulatory burdens and more experience or longer-established relationships with regulatory authorities, customers and suppliers. In particular, all of the Group's principal competitors in the Romanian and Spanish markets are part of much larger international telecommunication groups. Additionally, the Group's competitors may consolidate and thus create larger and more established competitors, which may make it more difficult for us to compete in the markets in which we operate.

In recent years, the telecommunications industry has experienced a significant increase in customer demand for multiple-play offerings, which combine two or more fixed and mobile services in one package. With respect to the Group's business in Romania, although the Group believes that the combination of their own fixed and mobile infrastructures in Romania is unparalleled, all of its principal competitors in the country have made arrangements to significantly enhance their multiple-play capabilities. These developments have resulted, and are expected in the future to result in synergies to their businesses, increased competition, further pressure on prices, higher rates of customer churn and ultimately could adversely affect our revenues and profitability. Similarly, in Spain the Group's competitors have converged services offerings comprised of a mix of fixed and mobile voice services, internet and video broadcast services, as well as emerging and disruptive technologies. The Group's success in these markets is affected by the actions of its competitors, who in some cases have larger financial and personnel resources, wider geographical coverage, the ability to offer different converged services and more established relationships with, and greater access to, content providers than the Group.

In addition to competition in its traditional services and technologies, the Group also experiences significant pressure from the rapid development of new technologies and alternative services, which are offered either by its existing competitors or new entrants. For example, its fixed-line telephony and fixed broadband business lines in Romania are experiencing increased competition from the country's mobile telecommunication services sector. This may result in slower growth or a decrease in the fixed-line telephony and fixed broadband services penetration rates, as the Group's subscribers may migrate from fixed to mobile services, choosing to switch to the Group's competitors such as Orange Romania or Vodafone Romania, who may have stronger market positions than the Group in the mobile telecommunication services sector. The Group also has to compete with companies offering other technologies alternative to its telephony services, such as Zoom, Teams, WhatsApp, Webex, Google Hangouts and Facebook Messenger, as well as with companies offering alternative platforms that make TV and entertainment content available to customers, such as OTT platforms Netflix, HBO Max, Disney Plus, Amazon Prime, SkyShowtime, Apple TV and Google Play, along with other services which allow legal or illegal downloading of movies and television programs.

The Group's success in the markets where it operates may be adversely affected by the actions of its competitors in a number of ways, including: (i) lower prices, more attractive multiple-play services or higher quality services, features or content; (ii) more rapid development and deployment of new or improved products and services; or (iii) more rapid enhancement of their networks.

The Group's market position will also depend on effective marketing initiatives and its ability to anticipate and respond to various competitive factors affecting the industry, including new products and services, pricing strategies by competitors, changes in consumer preferences and economic, political and social conditions in the markets in which we operate. Any failure to compete effectively or any inability to respond to, or effectively anticipate, consumer sentiment, including in terms of pricing of services, acquisition of new customers and retention of existing customers, could have a material adverse effect on the Group's business, prospects, results of operations or financial condition.

Rapid technological changes may increase competition and render the Group's technologies or services obsolete, and the Group may fail to adapt to, or implement, new technological developments in a cost-efficient manner or at all

The markets in which the Group operates are characterized by rapid and significant changes in technology, customer demand and behavior, and as a result, by a changing competitive environment. Given the fast pace of technological innovation in the Group's industry, the Group faces the risk of its technology becoming obsolete. The Group may need to make substantial investments to upgrade its networks or to obtain licenses for and develop and install new technologies (such as 5G, which is expected to become the standard for providing mobile telecommunications services in the foreseeable future and may, to a certain extent, present a viable alternative to, and a replacement for, fixed-line offerings) to remain competitive. The cost of implementing these investments could be significant and there is no assurance that the services enabled by new technologies will be accepted by customers to the extent required to generate a rate of return that is acceptable to the Group. In addition, the Group faces the risk of unforeseen complications in the deployment of these new services and technologies and there is no assurance that its original estimates of the necessary capital expenditure to offer such services will be accurate. New services and technologies may not be developed and/or deployed according to expected schedules or may not be commercially viable or cost effective. Should the Group's services fail to be commercially viable, this could result in additional capital expenditure or a reduction in profitability. Any such change could have a material adverse effect on the Group's business, prospects, results of operations or financial condition.

In addition, rapid technological change makes it difficult to predict the extent of the Group's future competition. For example, new transmission technologies and means of distributing content or increased consumer demand for, and affordability of, products based on new mobile communication technologies, such as the rise in satellite-based internet service providers, could trigger the emergence of new competitors or strengthen the position of existing competitors. There is no guarantee that the Group will successfully anticipate the demands of the marketplace with regard to new technologies. Any failure to do so could affect the Group's ability to attract and

retain customers and generate revenue growth, which in turn could have a material adverse effect on the Group's financial condition and results of operations. Conversely, the Group may overestimate the demand in the marketplace for certain new technologies and services. If any new technology or service that the Group introduces fails to achieve market acceptance, its revenue, margins and cash flows may be adversely affected, and as a result the Group may not recover any investment made to deploy such new technology or service. The Group's future success depends on its ability to anticipate, react and adapt in a timely manner to technological changes. Responding successfully to technological advances and emerging industry standards may require substantial capital expenditure and access to related or enabling technologies to introduce and integrate new products and services successfully. Failure to do so could have a material adverse effect on the Group's competitive position, business, prospects, results of operations or financial condition.

The Group operates in a capital-intensive business and may be required to make significant capital expenditure and to finance a substantial increase in the Group's working capital to maintain its competitive position. The Group's capital expenditure may not generate a positive return or a significant reduction in costs or promote the growth of its business

The expansion and operation of the Group's fixed and mobile networks, as well as the costs of development, sales and marketing of its products and services, requires substantial capital expenditure. In recent years, the Group has undertaken significant investments to attract and retain customers, including expenditure for equipment and installation costs, license acquisitions, implementation of new technologies (such as GPON), as well as upgrades of existing networks, such as the FTTH roll-out.

No assurance can be given that any existing or future capital expenditure will generate a positive return, a significant reduction in costs, or promote the growth of the Group's business. If the Group's investments fail to generate the expected positive returns or cost reductions, its operations could be significantly adversely affected and future growth could be significantly curtailed.

In order to finance the Group's capital expenditures and working capital needs, it uses a combination of cash from operations, financial indebtedness, reverse factoring and vendor financing arrangements. In the near future, the Group expects to fund significant capital expenditures, such as acquisition of new licenses (including mobile bandwidth) to expand its existing offerings and acquire local telecommunications services providers to grow its network, predominantly with external financing sourced from international financial institutions or debt capital markets. The Group's working capital needs have fluctuated in the past years along with the need to finance the development of its mobile telecommunications services business. The Group generally pays suppliers within a relatively short period after acquiring products, but on-sells CPE to its customers subject to a deferral of payments for up to 12 months. If the Group fails to negotiate or renegotiate reverse factoring, vendor financing agreements and other arrangements that we use to finance our working capital requirements, its ability to finance the continued expansion of the Group's business would be materially adversely affected.

In addition, the Group's liquidity and capital requirements may increase if it expands into additional areas of operation, accelerating the pace of its growth or making acquisitions. If, for any reason, the Group is unable to obtain adequate funding to meet these requirements, it may be required to limit its operations and expansion plans, including plans to expand the Group's network and service offering, the Group's operations could be significantly adversely affected, future growth could be significantly curtailed, and its competitive position could be impaired.

The Group may undertake future acquisitions which may increase the Group's risk profile, distract its management or increase its expenses

Pursuing strategic acquisitions is an element of the Group's growth strategy, with management regularly monitoring and evaluating potential targets in both existing and complementary business lines. Any future acquisitions depend on the availability of opportunities, regulatory support, and access to external financing, which may not materialize when needed. The Group's ability to execute such transactions is further constrained by factors such as complex ownership structures among target companies, restrictive terms in financing agreements, and competition from other acquirers.

If acquisitions are undertaken, there is a risk that the Group may encounter challenges related to integration, including cultural or structural differences, inadequate operational systems, insufficient or unclear rights in acquired agreements or in relation to acquired assets or unforeseen legal and regulatory issues. Such integration efforts may divert management's attention and require significant financial resources, potentially resulting in increased indebtedness or changes to the capital structure. The Group may also face difficulties in retaining customers, achieving anticipated synergies, or realising expected returns on investment and cost savings.

Any inability to identify suitable acquisition targets, complete acquisitions on acceptable terms, or successfully integrate acquired businesses could have a material adverse effect on the Group's business, financial position, results of operations, and prospects. If anticipated benefits from acquisitions are not achieved, future growth and profitability may be negatively affected.

The Group's growth and expansion in new areas of business may make it difficult to obtain adequate operational and managerial resources, thus restricting the Group's ability to expand its operations

The Group has experienced substantial growth in a relatively short period of time, expanding into new areas of business or new geographies, and its business may continue to grow in the future. The operational complexity of the Group's business and the responsibilities of management have increased as a result of this growth, placing significant strain on the relatively limited resources of senior management. The Group will need to continue to improve operational and financial systems and managerial controls and procedures to keep pace with its growth. The Group will also have to maintain close coordination among its logistical, technical, accounting, finance, marketing and sales personnel. Expansion into new markets, such as Portugal and Belgium, presents additional challenges given the Group's limited experience in those jurisdictions. There can be no assurance that the Group will be successful in adapting to the demands of these markets and realize the contemplated benefits from growth and expansion in new areas of business, which could have a material adverse effect on its business, prospects, results of operations or financial condition.

An inability to ensure appropriate operational and managerial resources and to successfully manage the Group's growth could have a material adverse effect on the Group's business, prospects, results of operations or financial condition. The Group may be unable to attract and retain key personnel, directors, managers, employees and other individuals without whom the Group may not be able to manage its business effectively.

The Group depends on the availability and continued service of a relatively small number of key managers, employees and other individuals, including the Group's founder and President of the Company's Board of Directors, Mr. Zoltán Teszári, directors and senior management. These key individuals are heavily involved in the daily operation of the Group's business and are, at the same time, required to make strategic decisions, ensure their implementation and manage and supervise the Group's development. The loss of any of these key individuals could significantly impede the Group's financial plans, product development, network expansion, marketing and other plans, which could in turn affect the Group's ability to comply with the covenants under the Notes and the Group's existing credit facilities.

In particular, Mr. Teszári's continued involvement in the strategic oversight of the Group is key for its continued development and competitive position. In addition, competition for qualified executives in the telecommunications industry in the markets in which the Group operates is intense. The Group's future operating results depend, in significant part, upon the continued contributions of the Group's existing management and the Group's ability to expand its senior management team by adding highly skilled new members, who may be difficult to identify and recruit. If any of the Group's senior executives or other key individuals cease their employment or engagement with the Group, the business, prospects, results of operations or financial condition could be materially adversely affected.

Risks Related to Legal and Regulatory Matters and Litigation

Failure to comply with anti-corruption or money laundering laws, or allegations thereof, could have a material adverse effect on the Group's reputation and business

While the Group is committed to doing business in accordance with applicable anti-corruption and money laundering laws, it faces the risk that members of the Group or their respective officers, directors, employees, agents or business partners may take actions or have interactions with persons that violate such laws, and may face allegations that they have violated such laws. In general, if the Group is alleged or found to have violated applicable anti-corruption or money laundering laws in any matter, any such allegations or violation may have a material adverse effect on the Group's reputation and business, including, among others, application of criminal sanctions against the Group or its officers or employees, disgorgement of property, termination of existing commercial arrangements, exclusion from further public or private tenders, as well as affecting the Group's ability to comply with certain covenants under its existing indebtedness. For example, DIGI Romania, some of its former and current directors, as well as another subsidiary of the Group have been subject to ongoing legal proceedings in Romania relating to historical allegations of bribery and money laundering in connection with past transactions. While the defendants have been acquitted in first instance in November 2025, as the criminal acts they had been accused of do not exist (with the decision having been appealed by the Romanian National Anti-Corruption Agency) and Group contests these allegations and continues to defend its position, also believing that all criminal offences have become time-barred, adverse outcomes of such proceedings (including convictions, fines, other sanctions) could restrict participation in public tenders, increase regulatory scrutiny, and affect relationships with authorities, commercial partners, or lenders. Any material compliance failure or unfavorable legal developments in this area could have a material adverse effect on the Group's business, prospects, results of operations and financial condition.

The Group has been and may continue to be subject to competition law investigations and claims

The Group is committed to operating in compliance with applicable competition and antitrust laws in all jurisdictions where it conducts business. However, the Group faces the risk of allegations of anti-competitive behavior, investigations by national and European competition authorities, and sector inquiries targeting the telecommunications and media sectors. Such proceedings may arise from differing interpretations of market conduct or contractual terms and can result in fines, sanctions, or ongoing regulatory scrutiny. The Group and its subsidiaries have previously been, are and may be subject to claims regarding competition law compliance and may be subject to further investigations or enforcement actions in the future.

Sector inquiries are one of the methods that the regulators use to evaluate the competitive landscape. These sector inquiries are not targeted at particular companies and are concluded with reports describing the markets analyzed and including recommendations for better market functioning. Although competition authorities cannot apply fines as a result of sector inquiry proceedings for anticompetitive conduct, they may decide to open new investigations targeted at particular companies, which may result in stricter scrutiny of our business and/or the imposition of fines or other sanctions. Additionally, the results of an inquiry could lead to lawsuits being brought by third parties. If we are deemed to hold significant market power, regulatory authorities may impose certain obligations to address competition concerns, including pursuant to the Commission Recommendation (EU) 2020/2245 of December 18, 2020 on relevant product and service markets within the electronic communications sector susceptible to ex ante regulation. No assurance can be given that we will not be identified as having anti-competitive market power in any relevant markets in the future (under current or proposed national or European legislation) and that we will not be subject to additional regulatory requirements.

Whether in the context of sector inquiries, antitrust investigations or in relation to requests for information, competition authorities may, from time to time, have different interpretations of our behavior in the relevant markets or of the clauses in the agreements that we enter into and construe them as potentially non-compliant with applicable competition legislation. As a result, we could be subject to fines, which may be significant, and/or other restrictive measures. For example, in May 2025, the RCC opened an investigation into Digi Romania's alleged abuse of dominance in the retail markets for TV retransmission, fixed internet access, and fixed telephony services, with the alleged conduct dating back to at least 2015. The inquiry focuses on alleged exclusionary practices, including unfair trading conditions in the retail market for mobile telecommunications services, and targeted discounts or selective offers in markets where Digi Romania is dominant. The investigation is at an early stage, and any assessment of potential outcomes is uncertain. Antitrust investigations before the RCC typically take two to three years, depending on the complexity of the case.

There is no assurance that the RCC (or any other antitrust authority in the Group's countries of operations) will not conduct further investigations on the Group or, if they do, that they will not impose sanctions on the Group as a result of such investigations. Such sanctions may include fines of up to 1% of the Group's total turnover in the year prior to the decision if the Group fails to provide accurate and complete information to the relevant authority within the terms indicated by it or imposed by applicable law and up to 10% of the Group's total turnover in the year prior to the decision per individual violation of competition law, which could have a material adverse effect on the Group's business, prospects, results of operations or financial condition.

15. Failure to comply with existing laws and regulations or the findings of government inspections, or increased governmental regulation of the Group's operations, could result in substantial fines, additional compliance costs or various other sanctions or court judgments

The Group's operations and properties are subject to regulation by various government entities and agencies in connection with obtaining and renewing various licenses, permits, approvals and authorizations, as well as ongoing compliance with, among other things, telecommunications, audio-visual, energy, environmental, health and safety, labor, building and urban planning, construction standards, personal data protection and consumer protection laws, regulations and standards. Regulatory authorities exercise considerable discretion in matters of enforcement and interpretation of applicable laws, regulations and standards, the issuance and renewal of licenses, permits, approvals and authorizations and monitoring licensees' compliance with the terms thereof. The Group may sometimes disagree with the way legal provisions are interpreted or applied by regulators and the Group may, from time to time, challenge or contest regulatory decisions in the course of the Group's business, which may affect its relations with regulators. The competent authorities in the countries where the Group carries out its activities have the right to, and frequently do, conduct periodic inspections of its operations and properties throughout the year. Any such future inspections may result in the conclusion that the Group has violated laws, decrees, or regulations. The Group may be unable to refute any such conclusions or remedy the violations found.

Moreover, regulatory authorities may, from time to time, decide to change their interpretation of the applicable legal or regulatory provisions, their policies or views of our businesses in ways that can significantly impact our operations. For instance, we are subject to certain obligations as an operator with significant market power in the market of access to fixed-line telephony and mobile telephony and, as our market share increases or market conditions change, we could become subject to significant additional restrictions in the future, such as having to comply with higher technical standards. Such restrictions may decrease or eliminate our competitive advantage and could have a material adverse effect on our business, prospects, results of operations or financial condition. To the extent these restrictions are deemed to be insufficient and the relevant telecommunications regulator concludes that our market power is significant to the degree that there is no competition, we may even become subject to user tariff control measures.

For instance, in March 2025, the ANCOM published a draft decision designating Digi Romania as having significant market power in the market for local access at fixed points within a defined area encompassing 6,288 settlements in Romania, and proposing extensive wholesale access obligations. In relation to such draft decision, the European Commission announced on 4 February 2026 that it has opened an in-depth investigation, indicating it has serious doubts as to the compatibility of the draft measure with EU law. The European Commission has two months to further investigate the draft measures, indicating that it will take into utmost account the opinion of the Body of European Regulators for Electronic Communications for such purposes. At the end of the investigation period, the European Commission may either lift its reservations or issue a veto under Article 32 of the European Electronic Communications Code. During this period, ANCOM will not be able to adopt its draft measures. Although the proposal has not been adopted and its final scope, timing, and terms may change or may not be enacted, we are subject to the risk that these obligations or materially similar obligations be imposed, and potentially expanded or adjusted over time, which could have a material adverse effect on our business, prospects, results of operation or financial condition.

16. It may be difficult for the Group to obtain all licenses, permits or other authorizations required to operate its existing network or any other required licenses, permits or other authorizations, and once obtained they may be amended, suspended or revoked or may not be renewed

The operation of telecommunications networks and the provision of related services are regulated to varying degrees by European, national, state, regional or local governmental and/or regulatory authorities in the countries where the Group operates. The Group's existing operating licenses, concessions, licenses, permits, registrations, authorizations and agreements (the "licenses") specify the services the Group can offer and the frequency spectrum it can utilize for mobile operations. These are subject to review, interpretation, modification or termination by the relevant authorities and the regulatory framework applicable to them may also be amended. There is no assurance that the relevant authorities will not take any action that could materially adversely affect the Group's operations. The Group's operating licenses are generally renewable upon expiration. However, there is no assurance that they will be renewed and their renewal may be conditional on a variety of factors, including the payment of fees and conditions relating to deployment and coverage. If the Group fails to renew any of its licenses, it may lose the ability to continue to operate the relevant business and the realizable value of the Group's relevant network infrastructure and related assets may be materially adversely affected. Some of these licenses are particularly complicated and lengthy to obtain and may subject the Group to ongoing compliance obligations or entitle the relevant authority to terminate, revoke or alter them in the event of a change of control, default or to promote public interest. If the Group fails to comply with the requirements of the applicable legislation or if the Group fails to meet any of the terms of its licenses, it may be subject to fines or other sanctions and the licenses could be suspended or terminated, which would adversely affect our business and results of operations.

In addition, we rely on licenses to use frequency spectrum to offer our services. Spectrum auctions are infrequent and, since the allocation of frequency spectrum is controlled by the relevant governments in the jurisdictions where we operate, if additional frequency spectrum is required, it may not be possible or be prohibitively expensive to purchase additional spectrum via a public auction or a private sale. The emergence of new and/or disruptive technologies and business models may also make frequency spectrum more difficult or expensive to obtain in the future.

Many components of the Group's network are based on contracts, which may currently be undocumented or may be terminated or otherwise cancelled, and the Group may be required to move some of its networks, which may disrupt service and cause the Group to incur additional expenses

In Romania, the Group currently provides its services through networks which are mostly above-ground and for which the Group leases the right to use poles from electricity and public transportation companies. Market participants (including the Group) may not always be able to obtain or use the necessary permits for developing, building and completing networks in a timely manner or at all, and this may result in such networks (including mobile network base stations) not being fully authorized. Although current planning regulations allow above-ground infrastructure building in rural areas, the overall negative regulatory trend has pressured market participants to relocate existing above ground networks to underground networks and may lead to further changes to network building practices, as well as to mandatory requirements to alter existing network locations, which can involve significant capital expenditure. The Group is moving its networks underground in cities where local authorities have granted the required authorizations expeditiously or where the necessary infrastructure was already available. However, the Group may not always be in full compliance with obligations to move networks underground or may have different interpretations with respect to the imposition of such obligations by public authorities. If the Group was forced to place above-ground networks underground pursuant to plans of authorities that contemplate impractical solutions, the Group's costs for providing services may increase and customer satisfaction may be adversely affected. In addition, if the Group is found not to be in compliance with such obligations, or otherwise in violation of restrictive covenants, easements or rights of way, it may face fines or service interruptions while it relocates its networks.

Risks Related to the Shares

Certain Shareholders hold a significant interest in and exert substantial influence over the Group, and their interests may differ from, or conflict with, those of other Shareholders or with those of holders of the Notes

Mr. Zoltán Teszári directly and indirectly beneficially owns 60.1% of the Company and 100% of the issued and outstanding Class A Shares and therefore will have 100% of the voting rights in a shareholder meeting for holders of Class A Shares ("Class A Meeting") (no votes can be cast on shares that the Company holds in its own capital). Due to his ability to exercise control over the Class A Shares and their voting rights as well as the special rights attached to Class A Shares, including in relation to the appointment of the Board of Directors, Mr. Zoltán Teszári will be able to exercise control over all decisions of the Board of Directors and matters requiring shareholder approval, including payment of dividends and approval of significant corporate transactions. Furthermore, the interests of Mr. Zoltán Teszári may not always be aligned with those of other holders of Shares.

If Mr. Zoltán Teszári, individually or (if applicable) together with any of his children or his heirs jointly no longer holds a direct or indirect interest in at least 30% in the issued and outstanding nominal share capital of the Company, the rights accruing to the Class A Meeting as set out in the Articles shall cease to exist. For the avoidance of doubt, the provisions relating to the binding nomination right cease to apply in that circumstance.

Holders of Class B Shares have lower voting rights than holders of Class A Shares, which may impact the trading price of Class B Shares as well as control over the Company

Holders of Class A Shares and Class B Shares have different voting rights. Each Class A Share has 10 votes, and each Class B Share has one vote. When holders of Class A Shares and Class B Shares vote together, holders having a majority of the votes (or 66.67%, in the case of a vote requiring a special resolution for which a quorum requirement exists and such quorum is not present or represented (i.e. can only be adopted by a majority of at least two-thirds of the votes cast, if less than one half of the issued share capital is presented or represented at the General Meeting)) present and voting will be in a position to control the outcome of the vote even if the matter involves a conflict of interest among the shareholders or has a greater impact on one group than the other. Therefore, holders of Class A Shares will have more control over the outcome of shareholder votes and decision-making. As only the Class B Shares are listed on the Bucharest Stock Exchange, the value of Class B Shares may be adversely affected given this distribution of voting rights and control. The Group's equity capital structure may inhibit or prevent acquisition bids, may decrease the value of the listed Shares and may make it difficult for a third party to acquire the Group, even if doing so may be beneficial to shareholders. The existence of different classes of Shares with different voting rights limits the amount of control that holders of Class B Shares have over the Company.

There is no assurance that the holders of the Shares will be able to sell them

The Class B Shares (and not the Class A Shares) are listed on the regulated market of the Bucharest Stock Exchange. The Group cannot guarantee the liquidity of any market that may develop for the Shares, the ability of the holders of the Shares to sell such Shares or the price at which they may be able to sell. Liquidity and future trading prices of the Shares depend on many factors, including, among other things, prevailing interest rates, results of operations, the market for similar securities and general economic conditions. In addition, changes in the overall market for securities such as the Shares and changes in the Group's financial performance in the markets in which it operates may adversely affect the liquidity of any trading market in the Shares that does develop and any market price quoted for the Shares. As a result, the Group cannot ensure that an active trading market will be available for the Shares.

The market price of the Shares may be volatile and subject to wide fluctuations. The market price of the Shares may fluctuate as a result of a variety of factors. The market price could also be adversely affected by developments unrelated to the Group's operating performance, such as the operating and share price performance of other companies that investors may consider comparable to the Group, speculation about the Group in the press or the investment community, unfavorable press, strategic actions by competitors (including acquisitions and restructurings), changes in market conditions and regulatory changes. Any or all of these factors could result in material fluctuations in the price of Shares, which could lead to investors getting back less than they invested or a total loss of their investment.

Trading on the Bucharest Stock Exchange may be suspended

The FSA is authorized to suspend securities from trading or to request the Bucharest Stock Exchange to suspend the trading of securities of a company listed on the Bucharest Stock Exchange if such continuation of trading would negatively affect investors' interests or to the extent the relevant issuer is in breach of its obligations under the relevant securities laws and regulations. Also, the Bucharest Stock Exchange is entitled to suspend from trading the Class B Shares in other circumstances, in accordance with its regulations. Any suspension could affect the Class B Shares' trading price and would impair the transfer of the Class B Shares.

CHARACTERISTICS OF THE ISSUANCE AND THE NEW SHARES

(a) Information related to the Issuance

As at the date of this Information Document, the issued share capital of the Issuer is EUR 6,808,514.86 consisting of 64,539,054 Class A Shares, each with a nominal value of EUR 0.10 and 35,460,946 Class B Shares, each with a nominal value of EUR 0.01.

The Issuance relates to 191,215,226 New Shares, of which 120,293,334 Class A Shares and 70,921,892 Class B Shares, being 2 New Class A Shares for every one Class A Share held by existing holders of Class A Shares as at the Record Date and 2 New Class B Shares for every one existing Class B Share held by existing holders of Class B Shares as at the Record Date, which are issued in connection with the Conversion described in Section 7 above (Reasons for the Issuance of the New Shares). Following the Issuance, the issued share capital of the Issuer will be approximately EUR 19,547,067.18, consisting of 184,832,388 Class A Shares and 106,382,838 Class B Shares.

(b) Information on the New Shares

Type, class, ranking and ISIN: The New Shares will comprise 120,293,334 New Class A Shares with a nominal value of EUR 0.10 each and 70,921,892 New Class B Shares with a nominal value of EUR 0.01 each, will be fully paid up, rank pari passu with existing Class A Shares and Class B Shares on issue (as applicable).

Each New Share confers the right to cast one vote for each eurocent of nominal value. Each New Class A Share entitles its holder the right to attend and to cast ten votes at the General Meeting (algemene vergadering) of the Issuer. There are no restrictions on voting rights attaching to the New Class A Shares. Each New Class B Share entitles its holder the right to attend and to cast one vote at the General Meeting (algemene vergadering) of the Issuer. There are no restrictions on voting rights attaching to the New Class B Shares.

Holders of Class A Shares and holders of Class B Shares are entitled to dividends and other distributions declared and paid on them, if any. Each New Share carries distribution rights equally, irrespective of the class and nominal value.

The New Class B Shares (but not the New Class A Shares) are expected to be admitted to listing under the symbol "DIGI" and under the same international securities identification number (ISIN) code as the existing Class B Shares, namely NL0012294474.

Currency, nominal value and number of New Shares issued: The issue of the New Shares is in euros. 120,293,334 New Class A Shares will be issued with a nominal value of EUR 0.10 each and 70,921,892 New Class B Shares will be issued with a nominal value of EUR 0.01 each.
Restrictions on the free transferability: The New Class A Shares will be freely transferable. There are no restrictions under the Articles, or under Dutch law, that limit the right of shareholders to hold New Class A Shares. The transfer of New Class A Shares to persons who are located or resident in or who are citizens of or have a registered address in jurisdictions other than The Netherlands may, however, be subject to specific regulations or restrictions according to their securities laws. The Class A Shares are not and will not be listed. Under Dutch law, the ownership of the Class A Shares is represented by an entry in the shareholders' register of the Issuer showing the date on which the shares were acquired, which class of shares were acquired, the date of the acknowledgement by or notification of the Issuer as well as the amount paid on each respective share. Each transfer of a Class A Share shall require an instrument intended for such purpose and, save when the Issuer itself is a party to such legal act, the written acknowledgement by the Issuer of the transfer.

The New Class B Shares will be freely transferable. There are no restrictions under the Articles, or under Dutch law, that limit the right of shareholders to hold New Class B Shares. The transfer of New Class B Shares to persons who are located or resident in or who are citizens of or have a registered address in jurisdictions other than The Netherlands may, however, be subject to specific regulations or restrictions according to their securities laws. The New Class B Shares will be delivered in book-entry form only, and on Issuance will be credited to the securities accounts of the investors through the facilities of RoClear (the Romanian Clearing-Settlement, Custody, Depositary and Registration System), which is administered by the Romanian Central Depositary. Class B Shares traded on the Regulated Spot Market of the Bucharest Stock Exchange will be transferred through book-entry on the accounts of investors with intermediaries that are participants in RoClear or intermediaries that hold, directly or indirectly, accounts with participants in RoClear.

DILUTION AND SHAREHOLDING AFTER THE ISSUANCE

As the New Shares will be issued pro rata to existing shareholders of the Issuer based on their shareholding as at the Record Date, the Issuance will not result in any dilution of the economic or voting interests of existing shareholders. Each shareholder will receive a number of New Shares proportional to their existing holding, and accordingly, the relative shareholding and voting interest of each shareholder in the Company will remain unchanged following the Issuance.

11. INFORMATION ON THE ADMISSION TO LISTING OF THE NEW SHARES

An application will be made for the Admission, and the Admission is expected to occur on 10 April 2026. The New Class B Shares are expected to be listed under the symbol “DIGI” with ISIN NL0012294474.

12. INFORMATION INCORPORATED BY REFERENCE

The following documents are incorporated by reference in and, as such, form part of this Information Document:

the Articles of Association of the Issuer (Dutch version: https://www.digi-communications.ro/en/see-file/AoA-Digi-Communications-N.V.-Dutch_Redacted.pdf; informal English translation: https://www.digi-communications.ro/en/see-file/Digi-Communications-NV-Articles-of-Association-ENG_Redacted.pdf);
the Press Release: https://www.digi-communications.ro/en/see-file/DIGI-GMS-convening-20-March-2026.pdf;
the EGM Explanatory Notes: https://www.digi-communications.ro/en/see-file/DIGI-EGM-2026-March-20-Agenda-and-explanatory-notes.pdf;
the 2025 Preliminary Report: https://www.digi-communications.ro/en/see-file/DIGI_2025-Preliminary-results-report..pdf;
the 2024 Annual Report: https://www.digi-communications.ro/en/see-file/DIGI_2024-Annual-report-approved-by-GSM.pdf;
the HY 2025 Financial Report: https://www.digi-communications.ro/en/see-file/Digi_Financial-report_H1_2025.pdf; and
the Q3 2025 Financial Report: https://www.digi-communications.ro/en/see-file/DIGI-Q3-2025-Financial-Report.pdf.

13. IMPORTANT NOTICES

This Information Document (and the documents referred to therein) may contain predictions, estimates or other information that might be considered forward-looking statements. Such forward-looking statements are not guarantees of future performance. These forward-looking statements represent the current judgment of the Group on what the future holds, and are subject to risks and uncertainties that could cause actual results to differ materially. The Group expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements in this Information Document, except if specifically required to do so by law or regulation. You should not place undue reliance on forward-looking statements, which reflect the opinions of the Group only as of the date of this Information Document (and the documents referred to therein).

AI assistant

Digi Communications N.V. Share Issue/Capital Change 2026

6226_rns_2026-03-23_41412a22-bff4-43a0-ba29-b31a0ff30851.pdf

CURRENT REPORT

DIGI | Communications N.V.

1. INTRODUCTION

2. DECLARATION OF RESPONSIBILITY

3. COMPETENT AUTHORITY

15. Failure to comply with existing laws and regulations or the findings of government inspections, or increased governmental regulation of the Group's operations, could result in substantial fines, additional compliance costs or various other sanctions or court judgments

16. It may be difficult for the Group to obtain all licenses, permits or other authorizations required to operate its existing network or any other required licenses, permits or other authorizations, and once obtained they may be amended, suspended or revoked or may not be renewed

11. INFORMATION ON THE ADMISSION TO LISTING OF THE NEW SHARES

12. INFORMATION INCORPORATED BY REFERENCE

13. IMPORTANT NOTICES

AI assistant

Digi Communications N.V. — Share Issue/Capital Change 2026

6226_rns_2026-03-23_41412a22-bff4-43a0-ba29-b31a0ff30851.pdf

CURRENT REPORT

DIGI | Communications N.V.

1. INTRODUCTION

2. DECLARATION OF RESPONSIBILITY

3. COMPETENT AUTHORITY

15. Failure to comply with existing laws and regulations or the findings of government inspections, or increased governmental regulation of the Group's operations, could result in substantial fines, additional compliance costs or various other sanctions or court judgments

16. It may be difficult for the Group to obtain all licenses, permits or other authorizations required to operate its existing network or any other required licenses, permits or other authorizations, and once obtained they may be amended, suspended or revoked or may not be renewed

11. INFORMATION ON THE ADMISSION TO LISTING OF THE NEW SHARES

12. INFORMATION INCORPORATED BY REFERENCE

13. IMPORTANT NOTICES

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