Digi Communications N.V. announces the OGMS resolutions and the availability of the approved 2023 Annual Report

(IN BRIEF) Digi Communications N.V. held its general shareholders’ meeting (GSM) today, announcing significant resolutions and the availability of its 2023 Annual Report. Key decisions include:

• Adoption of the 2023 Annual Accounts.
• Approval of a gross dividend of 1.25 RON per share, with ex-dividend date on 3 July 2024 and payment around 22 July 2024.
• Release from liability for Board members.
• Implementation of the 2023 Remuneration Policy and Report.
• Appointment of KPMG N.V. as statutory auditor for 2024.
• Authorization for the Board to repurchase up to 3,000,000 class B shares over the next 18 months.
• Re-appointment of key members to the Board of Directors and the appointment of a new Non-Executive Director, Mr. Jose Manuel Arnaiz de Castro.
• Approval of stock options for executive directors.

The 2023 Annual Report and detailed GSM results are available on the company’s website. Digi Communications N.V. is a leading European provider of telecommunication services, with significant operations in Romania, Spain, Italy, Portugal, and Belgium.

(PRESS RELEASE) BUCHAREST, Romania, 26-Jun-2024 — /EuropaWire/ — Digi Communications N.V. (“Digi” or the “Company”), one of the leading European telecommunications companies, listed on the Bucharest Stock Exchange, would like to inform the market and its investors that today, Tuesday, 25 June 2024, at 2:00 PM CET, at the offices of Freshfields Bruckhaus Deringer LLP (Amsterdam Office), Strawinskylaan 10, 1077 XZ Amsterdam, the Netherlands, the Company’s general shareholders’ meeting (the GSM) took place with respect to which the Company informed its shareholders and the market through the Convocation notice released on 13 May 2024 (the Convocation Notice).

The GSM was attended by shareholders representing 82,72% of the total number of shares with voting rights, respectively 78,794,760 shares.

Following the debates, the GSM has adopted the following decisions regarding the points included on the agenda, representing voting items, in accordance with the Convocation Notice:

2. Annual Report 2023

c. Adoption of the 2023 Annual Accounts;

d. Distribution of dividend – based on the approval, the Company will distribute a gross dividend of 1.25 RON per outstanding share (both Class A Shares and Class B Shares equally). The listed Class B shares will be quoted ex-dividend from 3 July 2024 and the record date for the dividend shall be 4 July 2024. It is expected that the dividend will be paid on or around 22 July 2024.

e. Release from liability of the members of Board of Directors;

3. Implementation of the Remuneration Policy and the Remuneration Report for the year 2023

a. The Remuneration Report for the year 2023 (advisory, non-binding vote);

b. The revised Remuneration Policy of the Board of Directors;

4. Appointment of KPMG N.V. as the statutory auditor of the Company for the financial year 2024

6. Designation of the Board of Directors as the competent body to repurchase own class B Shares

Based on this approval, the Board of Directors has 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 26, 2024 up to and including 24 December 2025, 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 3,000,000 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 65 (maximum price) and a minimum price of no less than RON 35 (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.

7. Appointment of the members of the Board of Directors

a. Re-appointment of Mr. Serghei Bulgac as Executive Director of the Board of Directors;

b. Re-appointment of Mr. Valentin Popoviciu as Executive Director of the Board of Directors;

c. Re-appointment of Mr. Zoltan Teszari as Non-Executive Director and President of the Board of Directors;

d. Re-appointment of Mr. Marius Catalin Varzaru as Non-Executive Director and Vice-president of the Board of Directors;

e. Re-appointment of Mr. Bogdan Ciobotaru as Non-Executive Director of the Board of Directors;

f. Re-appointment of Mr. Emil Jugaru as Non-Executive Director of the Board of Directors;

g. Appointment of Mr. Jose Manuel Arnaiz de Castro as Non-Executive Director of the Board of Directors.

8. Approval of award of stock options to directors

The Board of Directors is authorized to decide upon the award stock options to acquire class B shares in the capital of the Company to executive directors subject to the criteria of the Company’s Share Option Plan (the details of which can be found on the Company’s corporate website www.digi-communications.ro).

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 2024 GSM: https://www.digi-communications.ro/en/corporate/general-share-holders/digi-communications-n-v-gsm-2024

Additionally, the Company wishes to inform the shareholders and investors that the 2023 approved Annual Report is also available on the Company’s website and can be consulted HERE.

For additional information, please contact us at investor.relations@digi-communications.ro

About Digi Communications N.V.

We are an 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.

Contacts:

For Digi Communications NV
Phone no: +4031 400 4444
investor.relations@digi-communications.ro

Website:

Logo:

Digi Communications NV logo

FAQs:

1. What is the main announcement from Digi Communications N.V.?

• Digi Communications N.V. announced the resolutions from their general shareholders’ meeting (GSM) and the availability of the approved 2023 Annual Report.

2. When and where did the general shareholders’ meeting take place?

• The GSM took place on June 25, 2024, at 2:00 PM CET, at the offices of Freshfields Bruckhaus Deringer LLP in Amsterdam, Netherlands.

3. What percentage of shareholders attended the GSM?

• The GSM was attended by shareholders representing 82.72% of the total shares with voting rights.

4. What are the key resolutions adopted during the GSM?

• The key resolutions include:
  • Adoption of the 2023 Annual Accounts.
  • Approval of a gross dividend of 1.25 RON per share.
  • Release from liability for Board members.
  • Implementation of the 2023 Remuneration Policy and Report.
  • Appointment of KPMG N.V. as the statutory auditor for 2024.
  • Authorization for the Board to repurchase up to 3,000,000 class B shares over the next 18 months.
  • Re-appointment of key Board members and the appointment of a new Non-Executive Director.

5. When will the dividend be paid out?

• The dividend is expected to be paid on or around July 22, 2024. The ex-dividend date is July 3, 2024, and the record date is July 4, 2024.

6. What is the approved dividend amount?

• The approved gross dividend is 1.25 RON per outstanding share.

7. Who has been appointed as the statutory auditor for 2024?

• KPMG N.V. has been appointed as the statutory auditor for the financial year 2024.

8. What authorization was given to the Board regarding share repurchase?

• The Board has been authorized to repurchase up to 3,000,000 class B shares over the next 18 months, subject to specific price conditions.

9. Were there any changes to the Board of Directors?

• The GSM included the re-appointment of existing Board members and the appointment of Mr. Jose Manuel Arnaiz de Castro as a new Non-Executive Director.

10. Where can shareholders find more information about the GSM and the 2023 Annual Report?

• Shareholders can find more information and access the 2023 Annual Report on the company’s website at Digi Communications N.V. GSM 2024.

11. How can shareholders contact the company for additional information?

• Shareholders can contact Digi Communications N.V. at investor.relations@digi-communications.ro for additional information.

12. What is Digi Communications N.V.?

• Digi Communications N.V. is a leading European provider of telecommunication services, operating in Romania, Spain, Italy, Portugal, and Belgium.

SOURCE: Digi Communications NV