Business Wire

Digi Communications NV Announces General Shareholders’ Meeting Resolutions from 2 May 2018 Approving, amongst Others, the 2017 Annual Accounts and the Availability of the Adopted Annual Financial Report for the Year Ended December 31, 2017

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The Company would like to inform the market and its investors that today, Wednesday, 2 May 2018, at 12:00 p.m. CEST, at Radisson Blu Hotel Amsterdam airport, Boeing avenue 2, 1119 PB Schiphol-Rijk, The Netherlands, took place the Company’s general shareholders’ meeting (the GSM ) with respect to which the Company informed its shareholders and the market through the Convocation notice released on 21 March 2018 (the Convocation Notice ).

The GSM was attended – either in person or by representative – by shareholders representing 68.75% of the total number of shares with voting rights, respectively 64,211,687 shares.

Following the debates, the GSM has adopted the following decisions regarding the points included on the agenda, in accordance with the Convocation Notice:

2. The Annual Report of the Company for 2017 (item 2 from the Convocation Notice):

e. Adoption of the 2017 Annual Accounts

f. Distribution of dividend – based on the approval, the Company will distribute a gross dividend of 0.35 RON per share; ex-date – 21 May 2018, reference date – 22 May 2018, with the expected payment date – 30 May 2018

g. Release from liability of the members of Board of Directors

3. Appointment of Statutory Auditor – Ernst & Young Accountants, LLP, Netherlands

4. Designation of the Board of Directors as the competent body to repurchase own Class B Shares – based on this approval, the Board of Directors shall have the authority to acquire class B shares in the share capital of the Company through stock exchange trading or otherwise, in accordance with the applicable legal provisions, for a period of 12 months from the date of the GSM and therefore up to and including 1 May 2019. The authority of the Board of Directors shall be limited to 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 GSM, 2 May 2018 and, in compliance with applicable rules and regulations, 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 Board of Directors shall appoint an independent specialized trading / brokerage firm to execute any such buy-back.

5. Approval of award of stock options and shares to executive and non-executive directors and relating amendment of the remuneration policy, and of the Company’s Stock Option Plan

a. Authorize the Board of Directors to decide upon the award of stock options and shares to executive and non-executive directors and relating amendment of the remuneration policy for non-executive directors

b. Amendment of the Company’s Share Option Plan

The voting results of the GSM, as well as other relevant information on the GSM and the related documents are available on the Company’s website at the section dedicated to the GSM: http://www.digi-communications.ro/en/general-share-holders.

Digi Communications N.V. also informs shareholders and investors that the approved Annual Financial Report for the year ended December 31, 2017 is available starting 2 May 2018, on the company’s website (www.digi-communications.ro), at section Investor Relations.

About Digi Communications NV

Digi is the parent holding company of RCS & RDS, a leading provider of pay TV and telecommunications services in Romania and Hungary. In addition, RCS & RDS provides mobile services as an MVNO to the large Romanian communities living in Spain and Italy.

Contact information

For Digi Communications NV
Serghei Bulgac
Phone no: +4031 400 4444
investor.relations@rcs-rds.ro

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