Digi Communications NV announces 2026 AGM convocation

Digi Communications NV announces 2026 AGM convocation

(IN BRIEF) Digi Communications N.V. has announced that its Annual General Meeting (AGM) will take place on 29 June 2026 in Amsterdam. During the meeting, shareholders will review and vote on several major corporate matters related to the company’s 2025 financial year and future governance plans.Key proposals include approval of the 2025 annual financial statements and a proposed gross dividend of 0.50 RON per share, with payment expected around 24 July 2026. Shareholders will also vote on the re-appointment of two non-executive board members, updates to the company’s remuneration policy, amendments to its Share Option Plan, authorization for the Board to repurchase Class B shares, and authority to issue new shares and potentially limit pre-emptive rights. DIGI also confirmed that shareholders can access the full AGM documentation, including the 2025 Annual Report and voting procedures, through the company’s official website. The telecom group highlighted that eligible shareholders must register by the relevant deadlines in June 2026 in order to attend or vote at the meeting.

(PRESS RELEASE) BUCHAREST, Romania, 18-May-2026 — /EuropaWire/ — Digi Communications N.V. (“DIGI”), one of the leading European telecommunications companies, listed on the Bucharest Stock Exchange, informs the market that today, 18 May 2026, 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 Monday, 29 June 2026 at 2.00 p.m. CET, at the offices of Freshfields 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 2025 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 0.50 RON per share; ex-date – 7 July 2026, the record date for the dividend – 8 July 2026, and the payment date on or around 24 July 2026;

• release from liability of the members of the Board of Directors;

• remuneration policy and remuneration report for the year 2025;

• amendment of the Company’s Share Option Plan;

• designation of the Board of Directors as the competent body to determine the adjusted number of Options approved by the Annual General Meeting held on 25 June 2024 following the issued share capital increase implemented by the Company on 8 April 2026;

• designation of the Board of Directors as the competent body to repurchase own Class B Shares;

• re-appointment of two non-executive directors of the Company;

• authority to issue 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 2025 Annual Report, the 2025 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 MONDAY, 29 JUNE 2026, AT 2:00 PM CET AT THE OFFICES OF FRESHFIELDS LLP (AMSTERDAM OFFICE), STRAWINSKYLAAN 10, 1077 XZ AMSTERDAM, THE NETHERLANDS

AGENDA

1. Opening

2. Annual Report 2025

a. Board report (including the Sustainability Statement) for 2025 (discussion item);

b Dividend Policy (discussion item);

c. Adoption of the 2025 Annual Accounts (voting item);

d. Approval of dividend distribution (voting item);

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

3. Remuneration Policy and Remuneration Report for 2025

1. Approval of the Remuneration Report for 2025 (advisory, non-binding vote);

2. Approval of the revised Remuneration Policy of the Board of Directors (voting item);

4. Application of the revised Dutch Corporate Governance Code 2025 (the Dutch Code)

The main elements of the Company’s corporate governance structure and its compliance with the revised Dutch Code during 2025 are presented in the 2025 Annual Report. Please refer to the “Management Structure. Corporate Governance”, “Board of Directors Statements” sections and Annex 3 of the 2025 Annual Report (discussion item).

5. Amendment of the Company’s Share Option Plan

Amendment of the Company’s Share Option Plan in order to enable the adjustment of the number of Options granted thereunder in case of the occurrence of certain corporate events that affect the value of the Company’s shares (voting item).

6. Designation of the Board of Directors as the competent body to determine the adjusted number of Options approved by the Annual General Meeting held on 25 June 2024 following the issued share capital increase implemented by the Company on 8 April 2026

Designation of the Board of Directors as the competent body to determine the adjusted number of Options approved by the General Meeting of the Company held on 25 June 2024, for the years 2025–2026, pursuant to the capital increase by issuance of new shares allotted free of charge to the existing shareholders (voting item).

7. Designation of the Board of Directors as the competent body to repurchase own Class B Shares

Designation of the Board of Directors as the competent body to repurchase Class B Shares (voting item).

8. Composition of the Board

1. Re-appointment of Mr. Marius Catalin Varzaru as Non-Executive Director and Vice-president of the Board of Directors (voting item);

2. Re-appointment of Mr. Emil Jugaru as Non-Executive Director of the Board of Directors (voting item);

9. Authority to issue shares

1. Proposal to grant authority to the Board of Directors to issue shares and/or grant rights to subscribe for shares (voting item);

2. Proposal to grant authority to the Board of Directors to restrict or exclude pre-emptive rights (voting item).

10. Close of Meeting

CONVOCATION

Agenda

The agenda for the AGM and the explanatory notes thereto together with the Annual Report 2025 are available on the website of the Company (www.digi-communications.ro) from 18 May 2026 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 28th day prior to the AGM and therefore on Monday, 1 June 2026 (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 Monday, 22 June 2026, 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 Monday, 22 June 2026, 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:

1. a third person; or

2. Mrs. 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 Monday, 22 June 2026, 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:

1. a third person (based on the Attendance notice and PoA to be obtained on the Company’s website on GSM documents); or

2. Mrs. 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 Monday, 22 June 2026, 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 Monday, 22 June 2026, 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 19,547,067.18 consisting of 184,832,388 Class A Shares, each having a nominal value of EUR 0.10 and 106,382,838 Class B Shares, each share having a nominal value of EUR 0.01. 4,392,387 Class A 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 1.910.782.848.

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, the United Kingdom and Belgium.

Contacts:

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

Website:

Logo:

Digi Communications NV new logo

FAQs — Digi Communications N.V. 2026 AGM

What did DIGI announce?
DIGI Communications N.V. announced the convocation of its 2026 Annual General Meeting (AGM), scheduled for 29 June 2026 in Amsterdam, the Netherlands.

When and where will the AGM take place?
The AGM will be held on Monday, 29 June 2026 at 2:00 p.m. CET at the offices of Freshfields LLP in Amsterdam.

What are the main topics shareholders will vote on?
Key voting items include approval of the 2025 financial statements, approval of a dividend distribution, updates to the remuneration policy, amendments to the Share Option Plan, authorization for share repurchases, re-appointment of board members, and authority to issue shares.

What dividend has DIGI proposed?
The company proposed a gross dividend of 0.50 RON per share.

What are the important dividend dates?
The ex-dividend date is 7 July 2026, the record date is 8 July 2026, and payment is expected around 24 July 2026.

Which board members are proposed for re-appointment?
DIGI proposed the re-appointment of Mr. Marius Catalin Varzaru as Non-Executive Director and Vice-president of the Board, and Mr. Emil Jugaru as Non-Executive Director.

What changes are proposed for the Share Option Plan?
The company plans to amend the Share Option Plan to allow adjustments to option numbers in case of corporate events that affect share value.

Can shareholders attend and vote remotely?
Yes. Holders of Class B shares can register and vote electronically through the ING E-vote platform.

What is the shareholder record date?
The record date for determining shareholder eligibility to attend and vote at the AGM is 1 June 2026.

Where can investors find the AGM documents?
The full AGM agenda, explanatory notes, annual report, financial statements, and voting procedures are available on DIGI’s official website.

What does DIGI Communications do?
DIGI is a European telecommunications provider offering services in Romania, Spain, Italy, Portugal, the United Kingdom, and Belgium.

SOURCE: Digi Communications N.V.