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

The initiation of a share buy-back program 8 June 2018

Release Date: 6/8/2018 8:37:02 AM

IRIS Code: 3C184

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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:

8 June 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 initiation by the Company of the share buy-back program as authorized by the Company’s GSM from 2 May 2018

The Company would like to inform its shareholders and the market that, by decision from 7 June 2018, the Board of Directors of the Company decided upon the initiation of the class B shares buy-back program in accordance with the resolutions of the general shareholders meeting of the Company from 2 May 2018 (the GSM), through which the Board of Directors was authorized to acquire, for a 12 months period starting with the date of the GSM and until, including, 1 May 2019, a maximum of up to 10% of the issued class B share capital at the close of trading on the Regulated Spot Market of the Bucharest Stock Exchange on the date of the AGM, 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 Regulated Spot Market of the Bucharest Stock Exchange plus 5% (maximum price) and to a minimum price per common 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 the Regulated Spot Market of the Bucharest Stock Exchange minus 5% (minimum price) – the Program.

The Program will be performed and implemented in line with the applicable legal rules and regulations relating to the buy-back programs, specifically article 5 from the European Parliament and the EU Council’s Regulation no 596/2014 regarding the market abuse and the Commission Delegated Regulation (EU) 2016/1052, as well, in compliance with the applicable volume and price thresholds.

It is intended that the class B shares to be repurchased under the Program to be used for the purpose of the several stock option programs as already or to be further approved by the Company.

The Board of Directors of the Company has chosen BRD Groupe Societe Generale S.A. as the broker handling the Program.

At the initiation of the Program, it is intended starting as of 11 June 2018 to acquire a total volume of 500,000 class B shares of the Company that can be further adjusted within the above mentioned limits by decision of the Company. During the buy-back process, the Company will comply with the volume and price thresholds as set out by the Delegated Regulation (EU) 2016/1052.

Serghei Bulgac

Chief Executive Officer



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