Digi Communications N.V. announces the resolution of the Board of Directors to convert class A shares into an equal number of class B shares for the purpose of distribution in accordance with an ongoing stock option plan

(IN BRIEF) Digi Communications N.V. announced that its Board of Directors approved the conversion of 16,974 Class A treasury shares into an equal number of Class B shares. The move is intended to supply shares for distribution under the company’s ongoing stock option plan, which began its vesting period on 15 January 2026. Because Class A and Class B shares have different nominal values, the conversion reduced the company’s share capital by €1,527.66, with the amount transferred to general equity reserves. The change has been recorded with the Dutch trade register and will also be registered with Romania’s Financial Supervisory Authority and Central Securities Depository. Digi stated that the newly created Class B shares will be used to meet obligations tied to employee incentives under the stock option program.

(PRESS RELEASE) BUCHAREST, Romania, 18-Feb-2026 — /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 that on 18 February 2026, the Board of Directors of the Company decided to convert 16,974 class A shares held by the Company in treasury into an equal number of class B shares (the “Conversion”). The Conversion performed in accordance with article 5 from the Company’s articles of association was duly recorded with the Dutch trade register with effect on 18 February 2026. Given the difference in the nominal value between a class A share (Euro 0.1) and a class B share (Euro 0.01) of the Company, in accordance with article 5 para. (4) from the Company’s articles of association, the Conversion resulted in a decrease of the share capital of the Company by Euro 0.09 in nominal value per class A share subject of the Conversion (in total – Euro 1,527.66). This amount will be added to the general equity reserves of the Company. The Conversion will also need to be duly registered with the Financial Supervisory Authority and with the Central Securities Depository in Romania.

The class B shares resulting from the Conversion will be used by the Company for the purpose of fulfilling the Company’s obligation under an ongoing stock option plan, having a vesting period starting with 15 January 2026. For more details in connection with the above-mentioned stock option plan, the structure of the Company’s share, please refer to the Company’s previous releases and communications to the market.

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:

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

Website:

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Frequently Asked Questions (FAQs)

1. What did Digi Communications announce?
Digi Communications announced that its Board of Directors approved the conversion of 16,974 Class A treasury shares into the same number of Class B shares.

2. Why is the company converting Class A shares into Class B shares?
The conversion is being carried out to provide shares needed for distribution under the company’s ongoing stock option plan for employees.

3. When did this decision take effect?
The decision was made on 18 February 2026 and recorded with the Dutch trade register on the same date.

4. How does this affect the company’s share capital?
Because Class A shares have a higher nominal value (€0.10) than Class B shares (€0.01), the conversion reduced the company’s share capital by €1,527.66 in total. This amount will be transferred to general equity reserves.

5. Will the conversion require additional regulatory steps?
Yes. The conversion must also be registered with Romania’s Financial Supervisory Authority and the Central Securities Depository.

6. What will the newly created Class B shares be used for?
They will be used to meet obligations under Digi’s employee stock option plan, which began its vesting period on 15 January 2026.

7. Does this change impact existing shareholders’ holdings?
The shares involved were already held in treasury, so the action is primarily an internal restructuring to support employee incentives rather than a direct dilution event.

8. What is the purpose of the stock option plan?
The plan is designed to incentivize and retain employees by granting them equity-based compensation aligned with the company’s long-term performance.

9. Where does Digi Communications operate?
Digi is a European telecommunications provider with major operations in Romania and Spain and additional presence in Italy, Portugal, and Belgium.

10. Where can investors find more details?
Further information is available in Digi’s previous market communications and disclosures related to the stock option plan and share structure.

SOURCE: Digi Communications N.V.