
Digi Communications N.V. Announces Convocation of the Company’s General Shareholders Meeting for 18 May 2021 for the approval of, among others, the 2020 Annual Report and of the 2020 Financial Statements, which are also available on the Company’s website
(PRESS RELEASE) BUCHAREST, Romania, 23-Sep-2021 — /EuropaWire/ — Digi Communications N.V. (The Company) would like to inform the market and its investors that today, 23 September 2021, the Board of Directors of the Company convenes the extraordinary general meeting of shareholders (the “EGM”) of the Company (Digi Communications N.V.), to be held on Thursday, 4 November 2021 at 12:00 p.m. CET (13:00 p.m. EET), at the offices of Freshfields Bruckhaus Deringer LLP (Amsterdam office), Strawinskylaan 10, 1077 XZ Amsterdam, The Netherlands.
The EGM is convened in order to appoint KPMG N.V. as the Company’s Statutory Auditor for the financial year 2021, replacing the Company’s former statutory auditor (i.e., Ernst & Young Accountants LLP) that was appointed by the annual general meeting of 18 May 2021. This proposal follows Ernst & Young Accountants LLP’s decision to cease their services due to reasons not related to the Company.
Ernst & Young Accountants LLP’s notification occurred outside of the typical financial reporting cycle and, as a result, the Company expects to be late with the issuance of 2021 statutory audited financial statements, also for reasons related to standard audit procedures and inherent processes and requirements related to onboarding of new clients by an audit firm.
On or before 31 July 2022, the Company estimates that it will publish the audited statutory consolidated and stand-alone financial statements issued in accordance with Dutch accounting standards applicable to our Company (i.e., IFRS as adopted by the European Union and Part 9 of book 2 of the Dutch civil code). The annual General Shareholders Meeting to, inter alia, approve the statutory consolidated and stand-alone financial statements will then only be convened upon publication of the same.
Nevertheless, the Company will disclose to the market the relevant management information, including management accounts on 30 April, 2022. Therefore, the Company will publish the 2021 annual report accompanied by audited non-statutory consolidated financial statements issued in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union.
The topic of the EGM is the proposal of KPMG N.V. as the Company’s statutory auditor for the 2021 financial year.
We kindly invite investors to visit the Company’s website at http://www.digi-communications.ro/en/general-share-holders (for English readers) and at http://www.digi-communications.ro/ro/aga (for Romanian readers) to review the documentation package for the EGM.
The document named ‘Agenda and explanatory notes’ contains a detailed description regarding the item for the EGM.
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/corporate-governance) and on the ‘Convocation Notice’ available at http://www.digi-communications.ro/en/general-share-holders). The shareholders will also be provided with the possibility to cast their votes via Evote by ING (please see the convening notice attached this report).
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EXTRAORDINARY GENERAL MEETING OF DIGI COMMUNICATIONS N.V. (THE COMPANY) TO BE HELD ON THURSDAY, 4 NOVEMBER 2021, AT 12:00 PM CET AT THE OFFICES OF FRESHFIELDS BRUCKHAUS DERINGER LLP (AMSTERDAM OFFICE), STRAWINSKYLAAN 10, 1077 XZ AMSTERDAM, THE NETHERLANDS
AGENDA
1. Opening
2. Appointment of Statutory Auditor
Proposal to appoint KPMG N.V. as Statutory Auditor of the Company for 2021 financial year (and replacing Ernst &Young Accountants LLP) (voting item)
3. Close of Meeting
COVID-19
In light of the public health risks arising from outbreak of the COVID-19 virus, the shareholders of the Company (which for the purpose of this notice includes holders of rights of usufruct and pledgees with voting rights) do not need to be present at the EGM in person. Instead, please give your voting instructions by proxy or through the Evote by ING. (https://evote.ingwb.com ) – as set out in more detail below.
The Company acknowledges that constraints caused by the outbreak of the COVID-19 virus may restrict the possibility to attend the EGM in person. For this reason, shareholders who decide not to attend the EGM on Thursday, 4 November 2021 in Amsterdam, the Netherlands, and who wish to submit questions regarding items on the EGM agenda, may submit their questions by email to digi.gsm@digi-communications.ro up to 12:00 pm CET on Thursday, 28 October 2021, (1:00 pm in Romania). The e-mail must include the name, surname, number of shares held by the shareholder on the record date for the EGM and the EGM agenda item to which the question relates.
Agenda
The agenda for the EGMS and the explanatory notes thereto are available on the website of the Company (www.digi-communications.ro) from 23 September 2021 onwards and are, with effect from the same date, available for inspection and obtainable free of charge at the offices 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 7 October 2021 (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. Andra Gunescu, 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 Thursday, 28 October 2021, 5.00 p.m. EET.
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 Evote by ING (https://evote.ingwb.com) no later than by Thursday, 28 October 2021, 5.00 p.m. EET. 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 representative may grant a proxy to, on behalf of the relevant class A shareholder, 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. Andra Gunescu, secretary of the Company, and to Mrs. Madalina-Elena Lungu, legal counsel 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 Thursday, 28 October 2021, 5.00 p.m. EET.
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 representative can:
(i) grant a power of attorney to Mrs. Andra Gunescu (to be obtained via Evote 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 must be received by the Company for the attention of Mrs. Andra Gunescu, Dr. N. Staicovici 75, fourth floor, Bucharest, Romania, or by e-mail: digi.gsm@digi-communications.ro, no later than by Thursday, 28 October 2021, 5.00 p.m. EET.
(ii) give voting instructions via Evote by ING (https://evote.ingwb.com), no later than by Thursday, 28 October 2021, 5.00 p.m. EET.
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 Thursday, 28 October 2021, 5.00 p.m. EET.
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 636,226 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 636,274,416.
About Digi Communications N.V.
Digi is the parent holding company of RCS & RDS, a leading provider of pay TV and telecommunications services in Romania and Hungary. In addition, RCS & RDS provides mobile services as an MVNO to the large Romanian communities living in Spain and Italy.
Contact:
Digi Communications N.V.
Phone no: +4031 400 4444
investor.relations@digi-communications.ro
Logo:
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- Digi Communications N.V. announces The Competition Council authorized the economic concentration accomplished by the Company’s Romanian subsidiary („RCS&RDS”) by gaining control over some of the assets held by Akta Telecom S.A., Digital Cable Systems S.A. and ATTP Telecommunications S.R.L.
- TABS Score™ Expands its European Footprint; Begins Partnership Discussions Amongst Key Players in EU Venture Ecosystem
- Mono and Brandify partner to bring appointment booking to local businesses
- Digi Communications N.V. announces ANCOM approval for RCS & RDS S.A. to continue to apply a surcharge for certain roaming services provided in the EEA for a renewed maximum period of 12 months
- DerbySoft Expands Metasearch Coverage for Hotels Around the World
- Palette Life Sciences Announces European Distribution Expansion for Deflux® and Solesta® for More Than Twenty Countries Through Five Leading Distributors and Direct Sales Effort
- Pierre Koukjian and Cedric Koukjian, Designer Duo in Collaboration with Bulgari
- Pierre Koukjian et Cédric Koukjian, Duo de designers en collaboration avec Bulgari
- Former Duff & Phelps EMEA Leader Yann Magnan joins 73 Strings as Co-founder and CEO
- Concern for the oceans drives consumers to 'vote with their forks' for sustainable seafood
- Digi Communications N.V.: Exercise of stock option by Marius Catalin Vărzaru, a Non-Executive Director and VP of the Board of Directors of the Company
- SecurLine Certified to Protect Classified Communications
- Digi Communications N.V. announces that a stock option programme was approved for employees and managers of the Romanian Subsidiary of the Company
- Digi Communications NV announces the exercise of stock options by the Executive Directors of the Company
- Matvil Corp. продолжает бороться с противозаконными действиями юридической системы Молдовы
- Digi Communications NV announces the release of the Q1 2020 Financial Results
- Digi Communications NV announces that conditional stock options were granted to several Directors of the Company based on the general shareholders’ meeting approval from 30 April 2020
- MEDIS medical imaging systems acquires Advanced Medical Imaging Development S.r.l. (AMID) and secures further investment from Van Herk Ventures
- Digi Communications NV announces Investors Call on the Financial Results for Q1 2020
- Digi Communications N.V. announces the availability of the instructions on the 2019 share dividend payment
- Mono Solutions hires Chief Product Officer
- Notification shares buy-back: DIGI COMMUNICATIONS N.V. reports to the regulated market the transactions which occurred under the DIGI symbol, 27 – 30 Apr 2020
- Digi Communications N.V.: GSM resolutions from 30 Apr 2020 approving, amongst others, the 2019 Annual Accounts; availability of the adopted Annual Financial Report for the year ended Dec 31, 2019 for the Group
- RCH Embark on Lasting Partnership with Culinary Institute JRE
- Notification shares buy-back: DIGI COMMUNICATIONS N.V. reports to the regulated market the transactions which occurred under the DIGI symbol, 20 – 24 Apr 2020
- Notification shares buy-back: DIGI COMMUNICATIONS N.V. reports to the regulated market the transactions which occurred under the DIGI symbol, 13 – 17 Apr 2020
- COVID-19: Digi Communications N.V. recommendation regarding participation of shareholders to the AGM convened for 30 April 2020
- Notification shares buy-back: DIGI COMMUNICATIONS N.V. reports to the regulated market the transactions which occurred under the DIGI symbol, 6 – 10 Apr 2020
- DIGI COMMUNICATIONS N.V.: Exercise of stock option by a Non-Executive Director of the Company
- Notification shares buy-back: DIGI COMMUNICATIONS N.V. reports to the regulated market the transactions which occurred under the DIGI symbol, 30 Mar – 3 Apr 2020
- Chief Commercial Officer joins Mono Solutions
- Notification shares buy-back: DIGI COMMUNICATIONS N.V. reports to the regulated market the transactions which occurred under the DIGI symbol, 23 – 27 Mar 2020
- Digi Communications N.V. reports the admission to trading on the regulated market operated by the Irish Stock Exchange plc (trading as Euronext Dublin) of the senior secured notes issued by RCS & RDS S.A., its Romanian subsidiary
- Delft University of Technology Purchases its Second WebClip2Go Video Production System
- Notification shares buy-back: DIGI COMMUNICATIONS N.V. reports to the regulated market the transactions which occurred under the DIGI symbol, 16 – 20 Mar 2020
- Integrated Services Monitoring Capability Launched by Bridge Technologies
- Digi Communications N.V. announces Convocation of the Company’s general shareholders meeting for 30 April 2020 for the approval of, among others, the 2019 Annual Report and of the 2019 Financial Statements
- Digi Communications N.V. announces The Hungarian Competition Council’s decision to issue a new decision approving the Invitel transaction
- Digi Communications N.V. announces Business continuity in light of the novel coronavirus (“COVID-19”) outbreak
- Notification shares buy-back: DIGI COMMUNICATIONS N.V. reports to the regulated market the transactions which occurred under the DIGI symbol, 9 – 13 Mar 2020
- Reporting of legal documents concluded by DIGI Communications N.V. in February 2020 or in other period but effective in February 2020, in accordance with article 82 of Law no. 24/2017 and FSA Regulation no. 5/2018
- Notification shares buy-back: DIGI COMMUNICATIONS N.V. reports to the regulated market the transactions which occurred under the DIGI symbol, 2 – 6 Mar 2020
- « La levée du pilon sur la plate-forme » peut faire la différence entre le saint et l’ordinaire
- Notification shares buy-back: DIGI COMMUNICATIONS N.V. reports to the regulated market the transactions which occurred under the DIGI symbol, 24 – 28 Feb 2020
- EH GROUP ENGINEERING awarded EU Horizon 2020
- Notification shares buy-back: DIGI COMMUNICATIONS N.V. reports to the regulated market the transactions which occurred under the DIGI symbol, 17 – 21 Feb 2020
- Digi Communications NV announces the release of the Preliminary Financial Results for year ended 31 December 2019
- Notification shares buy-back: DIGI COMMUNICATIONS N.V. reports to the regulated market the transactions which occurred under the DIGI symbol, 10 – 14 Feb 2020
- Reporting of legal documents concluded by DIGI Communications N.V. in January 2020 or in other period but effective in January 2020, in accordance with article 82 of Law no. 24/2017 and FSA Regulation no. 5/2018
- Digi Communications NV announces Investor Call on the Preliminary Financial Results for the year ended 31 December 2019
- Consolidation Looms for Fast-Growing Customer Data Platform Industry: CDP Institute Report
- Notification shares buy-back: DIGI COMMUNICATIONS N.V. reports to the regulated market the transactions which occurred under the DIGI symbol, 3–7 Feb 2020
- Digi Communications N.V. hereby reports successful closing of the offering of senior secured notes by RCS & RDS S.A., its Romanian subsidiary
- Notification shares buy-back: DIGI COMMUNICATIONS N.V. reports to the regulated market the transactions which occurred under the DIGI symbol, 27 – 31 Jan 2020
- Digi Communications N.V.: Independent Limited Assurance Report issued by the external auditor on 30 Jan 2020 regarding the information included in the current reports under Law 24/2017 (Article 82) and FSA Regulation no. 5/2018
- Digi Communications N.V.: Rectification of the report published on 15 Jan 2020, regarding legal documents concluded by DIGI COMMUNICATIONS N.V. in other periods but effective in Dec 2019, in accordance with article 82 of Law no. 24/2017 and FSA Regulation no. 5/2018
- Digi Communications N.V. reports the upsize and successful pricing of the offering of senior secured notes by RCS & RDS S.A., its Romanian subsidiary
- RCH To Present New Smart ECR, Robust and Vintage POS Systems at EuroShop 2020
- Notification shares buy-back: DIGI COMMUNICATIONS N.V. reports to the regulated market the transactions which occurred under the DIGI symbol, 20 – 24 Jan 2020
- Digi Communications N.V.: (i) launch of an offering by RCS & RDS S.A. of senior secured notes; (ii) issuance of a notice of conditional full redemption of all outstanding €550.0m 5.0% senior secured notes due 2023 issued by the Company and (iii) restatement by the Company of its unaudited interim condensed consolidated financial statements for the 9-month period ended 30 Sep 2019
- Notification shares buy-back: DIGI COMMUNICATIONS N.V. reports to the regulated market the transactions which occurred under the DIGI symbol, 13 – 17 Jan 2020
- Reporting of legal documents concluded by DIGI Communications N.V. in December 2019 or in other period but effective in December 2019, in accordance with article 82 of Law no. 24/2017 and FSA Regulation no. 5/2018
- Notification shares buy-back: DIGI COMMUNICATIONS N.V. reports to the regulated market the transactions which occurred under the DIGI symbol, 6 – 10 Jan 2020
- Berlin-based SuitePad named Best Places to Work in Hotel Tech 2020 category at HotelTechReport.com’s HotelTechAwards
- Notification shares buy-back: DIGI COMMUNICATIONS N.V. reports to the regulated market the transactions which occurred under the DIGI symbol, 30 Dec 2019 – 3 Jan 2020
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