Digi Communications N.V. announces resolutions of the General Shareholders’ Meeting from 29 June 2026

(IN BRIEF) Digi Communications N.V. shareholders approved all agenda items at the General Shareholders’ Meeting held in Amsterdam on 29 June 2026, with 97.38% of voting shares represented. The meeting adopted Digi’s 2025 annual accounts and approved a gross cash dividend of RON 0.50 per Class A and Class B share. Listed Class B shares are expected to trade ex-dividend from 7 July 2026, with a record date of 8 July and payment expected around 24 July 2026. Shareholders also approved the 2025 Remuneration Report, a revised Board remuneration policy and amendments to the Company’s share option plan, allowing option quantities to be adjusted after corporate events affecting share value. The Board was authorized to determine revised option allocations connected with Digi’s April 2026 free-share capital increase. Other resolutions include authorization for the Board to repurchase up to 10 million Class B shares until 29 December 2027, subject to specified market-based or tender-offer price limits. Any buyback programme remains discretionary and would require a separate Board decision. Marius Cătălin Vărzaru was reappointed as Non-Executive Director and Vice-President of the Board, while Emil Jugaru was reappointed as a Non-Executive Director. The Board also received authority, valid for 18 months, to issue up to 10% of Digi’s Class B shares and to restrict or exclude pre-emptive rights where necessary.

(PRESS RELEASE) BUCHAREST, Romania, 29-Jun-2026 — /EuropaWire/ — Digi Communications N.V. (“DIGI”), one of the leading European telecommunications companies, listed on the Bucharest Stock Exchange, informs the market that today, Monday, 29 June 2026, at 2:00 p.m. CET, the Company’s general shareholders meeting (the GSM) was held at the offices of Freshfields LLP, Strawinskylaan 10, 1077 XZ, Amsterdam, the Netherlands. The Company had previously informed the market of the GSM by means of the convening notice published on 18 May 2026 (the Convening Notice).

Shareholders representing 97.38% of the total number of shares carrying voting rights.

Following the debates, the GSM adopted the following resolutions on the items included on the agenda, in accordance with the Convening Notice:

2. Annual Report 2025
3. Adoption of the 2025 Annual Accounts;
4. Approval of dividend distribution – based on the approval, the Company will distribute a gross dividend in cash of 0.50 RON per outstanding share (both Class A Shares and Class B Shares equally). The listed Class B shares will be quoted ex-dividend from 7 July 2026 and the record date for the dividend shall be 8 July 2026. It is expected that the dividend will be paid on or around 24 July 2026;
5. Release from liability of the members of Board of Directors;
6. Remuneration Policy and Remuneration Report for 2025
7. Approval of the Remuneration Report for 2025;
8. Approval of the revised Remuneration Policy of the Board of Directors.
9. Amendment of the Company’s Share Option Plan

Amendment of the Company’s Share Option Plan in order to enable the adjustment of the number of Options granted thereunder in case of the occurrence of certain corporate events that affect the value of the Company’s shares.

6. Designation of the Board of Directors as the competent body to determine the adjusted number of Options approved by the Annual General Meeting held on 25 June 2024 following the issued share capital increase implemented by the Company on 8 April 2026

Designation of the Board of Directors as the competent body to determine the adjusted number of Options approved by the General Meeting of the Company held on 25 June 2024, for the years 2025–2026, pursuant to the capital increase by issuance of new shares allotted free of charge to the existing shareholders.

7. Designation of the Board of Directors as the competent body to repurchase own Class B Shares

In accordance with article 10 of the articles of association, was granted the Board of Directors the authority to acquire class B shares in the share capital of the Company through purchases effected on the stock exchange via trading on the regular market on which the class B shares are listed and/or through other means (including public tender offers), for a period of 18 months from June 30, 2026 up to and including 29 December 2027, in compliance with the applicable law, subject to the following conditions:

• The authority of the Board of Directors shall be limited to a maximum number of 10,000,000 class B shares;
• Transactions effected on the stock exchange via trading on the regular market on which the class B shares are listed will be subject to a maximum price per class B share equal to the average of the highest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of the Bucharest Stock Exchange plus 10% (maximum price) and to a minimum price per class B share equal to the average of the lowest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of Bucharest Stock Exchange minus 10% (minimum price);
• Transactions effected through other means (including public tender offers) will be subject to a maximum price per class B share of RON 70 (maximum price) and a minimum price of no less than RON 30 (minimum price).

Any buy-back of shares will be conducted by way of a share buy-back program in line with applicable EU rules. The launch of such program and the determination of its terms and conditions is subject to a decision of the Board of Directors. The Board of Directors intends to appoint an independent specialized trading / brokerage firm to execute any such buyback. Further, any buy-back program may be suspended, discontinued, or modified at any time for any reason and without previous notice in the Company’s sole discretion in accordance with applicable laws and regulations. Neither the authorization requested, nor the subsequent launch of any share buy-back program obligates the Company to buy-back any class B shares.

8. Composition of the Board
9. Re-appointment of Mr. Marius Catalin Varzaru as Non-Executive Director and Vice-president of the Board of Directors;
10. Re-appointment of Mr. Emil Jugaru as Non-Executive Director of the Board of Directors;
11. Authority to issue shares
12. Granting the authority to the Board of Directors to issue shares and/or grant rights to subscribe for shares. This delegation of authority shall be for general purposes (including for the implementation of the Company’s share option plan) and is limited to 10% of the Company’s issued class B shares as of 29 June 2026, for a period of 18 months, starting on 29 June 2026 and ending on 29 December 2027.
13. Granting the authority to the Board of Directors to restrict or exclude pre-emptive rights on the issuance of class B shares and/or to grant rights to subscribe for such shares. As described under agenda item 9a), this authority is limited to a maximum of 10% of Company’s issued class B shares as of 29 June 2026, for a period of 18 months, starting on 29 June 2026 and ending on 29 December 2027.

The voting results of the GSM, as well as other relevant information on the GSM and the related documents are available on the Company’s website at the section dedicated to the 2026 GSM: https://www.digi-communications.ro/en/corporate/general-share-holders/digi-communications-n-v-gsm-2026/gsm-documents-9.

About Digi Communications N.V.

We are 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, the United Kingdom and Belgium.

Contacts:

Digi Communications NV
Phone no: +4031 400 6505
investor.relations@digi-communications.ro

Website:

Logo:

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Frequently Asked Questions

What did Digi Communications N.V. shareholders approve at the 29 June 2026 General Shareholders’ Meeting?
Shareholders approved the 2025 annual accounts, dividend distribution, the 2025 Remuneration Report, a revised Board remuneration policy, amendments to the share option plan, Board appointments and several Board authorities relating to shares and share buybacks.

What dividend did Digi Communications approve for 2025?
The Company approved a gross cash dividend of RON 0.50 per outstanding share, payable equally to holders of Class A and Class B shares.

When will Digi Communications’ Class B shares trade ex-dividend?
The listed Class B shares are scheduled to trade ex-dividend from 7 July 2026.

What is the dividend record date and expected payment date?
The dividend record date is 8 July 2026, while payment is expected on or around 24 July 2026.

What changes were made to Digi’s share option plan?
The plan was amended to allow the number of options granted to be adjusted when certain corporate events affect the value of Digi’s shares.

Why was the Board authorized to adjust certain option allocations?
The Board may determine the adjusted number of options approved at the 25 June 2024 General Meeting following Digi’s share capital increase implemented on 8 April 2026 through the free allocation of new shares to existing shareholders.

Has Digi Communications approved a share buyback programme?
Shareholders authorized the Board to repurchase up to 10 million Class B shares between 30 June 2026 and 29 December 2027. However, the authorization does not oblige the Company to launch or complete a buyback programme.

What price limits would apply to potential Class B share repurchases?
For stock-exchange transactions, prices would be determined using the average highest or lowest prices from the five preceding trading days, subject to a 10% premium or discount. For other methods, including public tender offers, the permitted price range is RON 30 to RON 70 per Class B share.

Who was reappointed to Digi Communications’ Board of Directors?
Marius Cătălin Vărzaru was reappointed as Non-Executive Director and Vice-President of the Board, while Emil Jugaru was reappointed as Non-Executive Director.

What authority did shareholders grant the Board regarding new shares?
The Board may issue Class B shares or grant rights to subscribe for them, up to a maximum of 10% of the Company’s issued Class B shares as of 29 June 2026. This authority is valid until 29 December 2027 and includes the ability to restrict or exclude pre-emptive rights within the same limit.

What level of shareholder participation was recorded at the meeting?
Shareholders representing 97.38% of Digi Communications’ total voting rights were represented at the General Shareholders’ Meeting.

SOURCE: Digi Communications N.V.