Digi Communications N.V. announces the publication of the 2024 Annual Financial Report and convocation of the Company’s general shareholders meeting for June 18, 2025, for the approval of, among others, the 2024 Annual Financial Report, available on the Company’s website

(IN BRIEF) Digi Communications N.V. today published its 2024 Annual Financial Report (available from 30 April 2025 on www.digi-communications.ro) and has convened its Annual General Meeting for 18 June 2025 at 14:00 CET (Freshfields Bruckhaus Deringer LLP, Amsterdam). Shareholders will vote on the 2024 Annual Report and statutory accounts, a gross dividend of 1.35 RON per share (ex-date 26 June, record date 27 June, pay-out around 15 July), discharge of the Board, an advisory vote on the 2024 remuneration report, appointment of KPMG N.V. as auditor for 2025, and authorization for the Board to repurchase Class B shares. Documentation and convocation details are on the Investor Relations section of the Company’s website.

(PRESS RELEASE) BUCHAREST, Romania, 30-Apr-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 shareholders and investors that the Annual Financial Report for the year ended December 31, 2024 is available starting with 30 April 2025 on the Company’s website (www.digi-communications.ro), under the section Investor Relations.

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

The Company would like to inform the market and its investors that today, 30 April 2025, the Board of Directors of the Company convenes the general shareholders meeting (the “GSM”) of the Company (Digi Communications N.V.), to be held on Wednesday, 18 June 2025 at 2.00 p.m. CET, at the offices of Freshfields Bruckhaus Deringer LLP (Amsterdam office), Strawinskylaan 10, 1077 XZ Amsterdam, The Netherlands.

The main topics for the GSM are the following:

• discussion and approval items on the 2024 Annual Report (including the annual report, the statutory financial statements – consolidated and stand-alone – and the auditor report);
• approval of distribution of a gross dividend of 1.35 RON per share; ex-date – 26 June 2025, the record date for the dividend – 27 June 2025, and the payment date on or around 15 July 2025;
• release from liability of the members of the Board of Directors;
• remuneration report for the year 2024 (advisory, non-binding vote);
• appointment of the statutory auditor for the for the financial year ending December 31, 2025;
• designation of the Board of Directors as the competent body to repurchase own Class B Shares;

We kindly invite the market 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 GSM.

The above-mentioned sections from the Company’s website also contain the English and Romanian complete versions of the 2024 Annual Report, the 2024 Consolidated and Stand-alone Statutory Financial Statements of the Company, as well as the Independent Auditor’s Report.

The document named ‘Agenda and explanatory notes’ contains detailed descriptions regarding the items for the GSM.

Any shareholder interested in attending or voting at the GSM 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).

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ANNUAL GENERAL MEETING OF DIGI COMMUNICATIONS N.V. (THE COMPANY) TO BE HELD ON WEDNESDAY, 18 JUNE 2025, AT 2:00 PM CET AT THE OFFICES OF FRESHFIELDS BRUCKHAUS DERINGER LLP (AMSTERDAM OFFICE), STRAWINSKYLAAN 10, 1077 XZ AMSTERDAM, THE NETHERLANDS

AGENDA

4. Opening;
5. Annual Report 2024;
6. Board report 2024 (discussion item);
7. Dividend Policy (discussion item);
8. Adoption of the 2024 Annual Accounts (voting item);
9. Approval of dividend distribution (voting item);
10. Release from liability of the members of Board of Directors (voting item);
11. Remuneration Report for 2024 (advisory, non-binding vote)
12. Appointment of Statutory Auditor. Proposal to appoint KPMG N.V. as the statutory auditor of the Company for the financial year 2025 (voting item);
13. Corporate governance structure and statement of compliance with the Dutch Corporate Governance Code (DCGC). The main elements of the Company’s corporate governance structure and its compliance with the Dutch Corporate Governance Code (DCGC) during 2024 are presented in the 2024 Annual Report. Please refer to the “Management Structure. Corporate Governance” section and Annex 3 of the 2024 Annual Report (discussion item);
14. Designation of the Board of Directors as the competent body to repurchase own Class B Shares (voting item);
15. Close of Meeting

Agenda

The agenda for the AGM and the explanatory notes thereto together with the Annual Report 2024 are available on the website of the Company (www.digi-communications.ro) from 30 April 2025 onwards and are, with effect from the same date, available for inspection and obtainable free of charge at the premises of the Company (tel. +40314006505 and address: 75 Dr. N. Staicovici Street, 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 AGM (either in person or by proxy) if they (i) are registered in one of the (sub)registers as described below on the 28^th day prior to the AGM and therefore on Wednesday, 21 May 2025 (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 AGM 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 AGM (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. Eliza Popa, the Company’s secretary at the address: 75 Dr. N. Staicovici Street, Bucharest, Romania and by e-mail digi.gsm@digi-communications.ro no later than by Wednesday, 11 June 2025, at 4.00 pm CET. 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 AGM.

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 AGM (either in person or by proxy) must notify the Company by registering via the E-vote by ING (https://evote.ingwb.com) no later than by Wednesday, 11 June 2025, at 4.00 pm CET. 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 AGM.

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 legal representative may grant a proxy, on behalf of the relevant class A shareholder, to attend the AGM, 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:

• a third person; or
• Eliza Popa, secretary of the Company (address: 75 Dr. N. Staicovici Street, Bucharest, Romania).

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 Wednesday, 11 June 2025, at 4.00 pm CET.

Class B shares: The holders of class B shares (which for the purposes of the AGM 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 legal representative can grant a proxy to:

• a third person (based on the Attendance notice and PoA to be obtained on the Company’s website on GSM documents); or
• Eliza Popa (to be obtained via E-vote 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 AGM, 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 under which a third person is empowered to represent the class B shareholder at the AGM must be received by the Company for the attention of Mrs. Eliza Popa, Dr. N. Staicovici 75, Bucharest, Romania, or by e-mail: digi.gsm@digi-communications.ro or if the Company’s secretary is empowered, by registering the proxy via the E-vote by ING (https://evote.ingwb.com), no later than by Wednesday, 11 June 2025, at 4.00 pm CET.

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 Wednesday, 11 June 2025, at 4.00 pm CET.

Identification

Persons entitled to attend the AGM (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 AGM 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 193,026 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 636,717,616.

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 4444
investor.relations@digi-communications.ro

Website:

Logo:

Frequently Asked Questions (FAQs)

What is the main announcement?
Digi Communications N.V. has published its 2024 Annual Financial Report as of 30 April 2025 and convened its Annual General Meeting (AGM) for 18 June 2025.

Where can I access the 2024 Annual Financial Report?
On the Company’s website under Investor Relations → General Shareholders (English: http://www.digi-communications.ro/en/general-share-holders; Romanian: http://www.digi-communications.ro/ro/aga).

When and where will the AGM be held?
Wednesday, 18 June 2025 at 2:00 p.m. CET at Freshfields Bruckhaus Deringer LLP, Strawinskylaan 10, 1077 XZ Amsterdam, The Netherlands.

What items are on the AGM agenda?

• Discussion and approval of the 2024 Annual Report (including consolidated and stand-alone financial statements and auditor’s report)

• Approval of a gross dividend of RON 1.35 per share (ex-date 26 June, record date 27 June, payment around 15 July)

• Discharge from liability of the Board of Directors

• Advisory (non-binding) vote on the 2024 Remuneration Report

• Appointment of KPMG N.V. as statutory auditor for financial year ending 31 December 2025

• Authorization for the Board of Directors to repurchase Class B shares

What dividend is being proposed and what are the key dates?

• Amount: RON 1.35 gross per share

• Ex-date: 26 June 2025

• Record date: 27 June 2025

• Payment date: on or around 15 July 2025

Who is entitled to attend and vote at the AGM?
Shareholders registered in the (sub)registers as of 21 May 2025 (Record Date) who have followed the notification procedures by 11 June 2025, 4 p.m. CET.

How do I notify my attendance or vote by proxy?

• Class A shares: Notify the Company (digi.gsm@digi-communications.ro) or deliver power of attorney to Mrs. Eliza Popa by 11 June 2025, 4 p.m. CET.

• Class B shares: Register via E-vote by ING (https://evote.ingwb.com) by 11 June 2025, 4 p.m. CET, or submit a proxy as per the convening notice.

Where can I find the Company’s Articles of Association and convening notice?

• Articles of Association: http://www.digi-communications.ro/en/corporate-governance

• Convocation Notice: same General Shareholders page under Investor Relations.

How can I obtain the AGM documentation package in hard copy?
It is available free of charge for inspection and collection at the Company’s registered office (75 Dr. N. Staicovici Street, Bucharest) from 30 April 2025. Call +40 31 400 6505 to arrange.

Who can I contact for more information?
Investor Relations: investor.relations@digi-communications.ro or +40 31 400 6505.

SOURCE: Digi Communications NV