Digi Communications N.V. announces the OGMS resolutions and the availability of the approved 2024 Annual Report

(IN BRIEF) On 18 June 2025, Digi Communications N.V.’s shareholders meeting—attended by holders of 82.37% of voting shares—approved the 2024 annual accounts and a gross dividend of 1.35 RON per share (ex-dividend 26 June, record date 27 June, payment around 15 July), released the Board from 2024 liability, held a non-binding vote on the Remuneration Report, appointed KPMG N.V. as 2025 statutory auditor, and empowered the Board (from 19 June 2025 to 20 December 2026) to repurchase up to 3 million Class B shares (on-market at ±10% of the five-day Bucharest Stock Exchange average prices, or via tender offers between RON 50 and RON 80), with all materials and results available on the Company’s website.

(PRESS RELEASE) BUCHAREST, Romania, 18-Jun-2025 — /EuropaWire/ — Digi Communications N.V. (“Digi”), one of the leading European telecommunications companies, listed on the Bucharest Stock Exchange, would like to inform the market and its investors that today, Wednesday, 18 June 2025, at 2:00 PM CET, at the offices of Freshfields 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 30 April 2025 (the Convocation Notice).

The GSM was attended by shareholders representing 82,37% of the total number of shares with voting rights, respectively 78,578,223 shares in total 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 2024

c. Adoption of the 2024 Annual Accounts (voting item);

d. Distribution of dividend (voting item) – based on the approval, the Company will distribute a gross dividend of 1.35 RON per outstanding share (both Class A Shares and Class B Shares equally). The listed Class B shares will be quoted ex-dividend from 26 June 2025 and the record date for the dividend shall be 27 June 2025. It is expected that the dividend will be paid on or around 15 July 2025.

e. Release from liability of the members of Board of Directors (voting item);

3. Remuneration Report for the year 2024
   The Remuneration Report for the year 2024 (advisory, non-binding vote).

4. Appointment of Statutory Auditor
   Proposal to appoint KPMG N.V. as the statutory auditor of the Company for the financial year 2025 (voting item);

6. 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, it is proposed to grant 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 19, 2025 up to and including 20 December 2026, 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 80 (maximum price) and a minimum price of no less than RON 50 (minimum price).

If this delegation of authority is granted, 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 buyback program obligates the Company to buy-back any class B shares.

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 2025 GSM: https://www.digi-communications.ro/en/corporate/general-share-holders/digi-communications-n-v-gsm-2025

Additionally, the Company wishes to inform the shareholders and investors that the 2024 approved Annual Report is also available on the Company’s website, under the Investor Relations Section.

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

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 and Belgium.

Contacts:

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

Website:

Logo:

Frequently Asked Questions (FAQs)

1. What was the quorum for the 2025 General Shareholders’ Meeting?
Shareholders representing 82.37% of the total voting shares (78,578,223 shares) attended, exceeding the required quorum.

2. What dividend was approved for 2024?
A gross dividend of 1.35 RON per share (for both Class A and Class B shares) was approved.

3. When will the dividend be paid?

• Ex-dividend date: 26 June 2025
• Record date: 27 June 2025
• Expected payment date: On or around 15 July 2025

4. Who is the statutory auditor for 2025?
KPMG N.V. was appointed as the statutory auditor for the financial year 2025.

5. What authority was granted regarding share buy-backs?
The Board may repurchase up to 3 million Class B shares between 19 June 2025 and 20 December 2026:

• On-market trades: at prices within ±10% of the five-day average high/low on the Bucharest Stock Exchange
• Other means (e.g. tender offers): between 50 RON and 80 RON per share

6. Where can I find the full voting results and documents?
All materials, including the 2025 GSM voting results and the approved 2024 Annual Report, are available on the Company’s website in the “General Shareholders’ Meeting 2025” and “Investor Relations” sections.

7. Who can I contact for more information?
For further inquiries, please email investor.relations@digi-communications.ro.

SOURCE: Digi Communications NV