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Wednesday, August 22, 2018 
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Digi Communications N.V. - DIGI

The closing of the acquisition of Invitel Tavkozlesi Zrt. by Digi Hungary

Release Date: 5/30/2018 6:23:11 PM

IRIS Code: D0D66

To:

The Romanian Financial Supervisory Authority

Financial Instruments and Investments Sector

The Bucharest Stock Exchange

Regulated Spot Market, Category Int’l (Shares)

From

DIGI COMMUNICATIONS N.V.

CURRENT REPORT

pursuant to Law no. 24/2007 on issuers of financial instruments and market operations and to the Romanian National Securities Commission Regulation no. 1/2006 on issuers and operations with securities, as subsequently amended and supplemented and the provisions of Article 99 of the Bucharest Stock Exchange Code, Title II, Issuers and Financial Instruments

Report date:

30 May 2018

Name of the issuing entity:

DIGI COMMUNICATIONS N.V. (the “Company”)

Statutory seat:

Amsterdam, The Netherlands

Visiting address:

Bucharest, 75 Dr. N. Staicovici, Forum 2000 Building, Phase I, 4th floor, 5th District, Romania

Phone/Fax number:

+4031.400.65.05/ +4031.400.65.06

Registration number with The Netherlands Chamber of Commerce Business Register and Dutch Legal Entities and Partnerships Identification Number (RSIN):

Registration number with The Netherlands Chamber of Commerce Business Register: 34132532/29.03.2000

RSIN: 808800322

Romanian Tax Registration Code:

RO 37449310

Share Capital:

EUR 6,918,042.52

Number of shares in issue:

100,000,000 (out of which (i) 65,756,028 class A shares with a nominal value of ten eurocents (€ 0.10) each and (ii) 34,243,972 class B shares, with a nominal value of one eurocent (€ 0.01) each)

Number of listed shares:

34,243,972 class B shares

Regulated market on which the issued securities are traded:

Bucharest Stock Exchange, Main Segment, Category Int’l (Shares)

Important events to be reported: The closing of the acquisition by the Company’s Hungarian subsidiary, DIGI Tavkozlesi es Szolgaltato Kft., of the Hungarian telecommunications operator Invitel Tavkozlesi Zrt.

The Company would like to inform its shareholders that, as a result of the completion of the conditions to closing provided in the share-purchase agreement (“SPA”) signed on 21 July 2018 between DIGI Tavkozlesi es Szolgaltato Kft. (“Digi HU”), as the purchaser, and Ilford Holding Kft. and InviTechnocom Kft. (former name Invitel Technocom Tavkozlesi Kft.), acting as sellers (the “Sellers), the acquisition by Digi HU of shares representing in total 99.998395% of the share capital and voting rights of Invitel Tavkozlesi Zrt. (the “Target”) was finalized today, 30 May 2018.

The total consideration paid by Digi HU to the Sellers for the acquisition of shares in the Target was of approximately EUR 135.4 million.

The Company welcomes the addition to the Digi group of a key Hungarian telecommunications operator positioned as the second-largest incumbent fixed line telecommunications and broadband internet services provider in the residential and small business customers segment in Hungary. The Target offers an extensive portfolio of services to residential and small business customers, including a variety of multimedia and entertainment services such as interactive, digital and HD television, fast internet offerings and fixed telephony services across its regional networks.

This transaction will allow the Company’s group to consolidate its position on the Hungarian telecommunications market, and to expand its customer reach and experience, as well as to create better operational synergies.

For the year 2017, the Target had a revenue of HUF 25,769 billion (approximately EUR 83.3 million) and an EBITDA of HUF 7.550 billion (approximately EUR 24.4 million). At 30 April 2018, the Target had 695,099 RGUs (revenue generating units) in cable TV, broadband internet and fixed telephony. In May 2018, the Hungarian Competition Council cleared this transaction subject to the following commitments having been undertaken by Digi HU: Digi HU to sell within six months the network the Target currently holds in 16 Hungarian settlements, as well as to refrain from extending the lease contracts in place with independent fixed-line telecom networks in 23 Hungarian settlements.

For other relevant information regarding the SPA and the transaction, we invite the market and our investors to also refer to the announcement issued by the Company to the market and to its investors on 21 July 2017.

Serghei Bulgac

Chief Executive Officer



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