Business Wire

Digi Communications N.V.: Convocation of the Company’s General Shareholders Meeting for 2 May 2018 for the Approval of, among Others, the 2017 Annual Report and of the 2017 Financial Statements

Del

The Company would like to inform the market and its investors that today, 21 March 2018, the Board of Directors of the Company convenes the general shareholders meeting of the shareholders (the “GSM”) of the Company (Digi Communications N.V.), to be held on Wednesday, 2 May 2018 at 12:00 p.m. CEST, at Radisson Blu Hotel Amsterdam airport, Boeing avenue 2, 1119 PB Schiphol-Rrijk, The Netherlands.

The main topics for the GSM are the following:

  • discussion and approval items on the Annual Report 2017 (including the annual report, the financial statements (consolidated and stand-alone) and the auditor report);
  • appointment of the statutory auditor for the year ending 31 December 2018;
  • approval for the distribution of a gross dividend of 0.35 RON per share; ex-date – 21 May 2018, reference date – 22 May 2018, and the payment date – 29 May 2018;
  • designation of the Board of Directors as the competent body to repurchase own Class B Shares;
  • 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;
  • authorization for 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.

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 section from the Company’s website also contain the English and Romanian complete versions of the 2017 Annual Report, the 2017 Consolidated and Stand-alone 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).

***

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF DIGI COMMUNICATIONS N.V. (THE COMPANY) TO BE HELD ON WEDNESDAY, MAY 2, 2018 AT 12:00 P.M. CEST AT RADISSON BLU HOTEL AMSTERDAM AIRPORT, BOEING AVENUE 2, 1119 PB SCHIPHOL-RIJK, THE NETHERLANDS

AGENDA

1. Opening

2. Annual Report 2017

a. Board report 2017 (discussion item)

b. Application of the remuneration policy in 2017 (discussion item)

c. Corporate governance of the Company and compliance with the Dutch Corporate Governance Code (discussion item)

d. Dividend and Reservations Policy (discussion item)

e. Adoption of the 2017 Annual Accounts (voting item)

f. Distribution of dividend (voting item)

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

3. Appointment of Statutory Auditor (voting item)

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

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 (voting item)

b. Amendment of the Company’s Share Option Plan (voting item)

6. Close of Meeting

Agenda

The agenda and explanatory notes together with the Annual Report 2017 will be posted on the website of the Company (www.digi-communications.ro) from 21 March 2018 onwards and will, with effect from the same date, be available for inspection and obtainable free of charge at the offices of the Company (tel. +40314006505 and address: Dr. N. Staicovici 75, fourth floor, Bucharest, Romania).

Reference Date

In accordance with the statutory provisions of the Dutch Civil Code, shareholders entitled to attend and vote at the AGM, are the persons who (i) are registered as shareholder in one of the (sub)registers as described below on the 28th day prior to the AGM and therefore on Wednesday 4 April 2018 (the Reference Date ) after all debit and credit entries have been handled as per the Registration Date and (ii) in addition have registered themselves 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.

Registration

Class A shares: holders of registered class A shares as well as holders of rights of usufruct and pledgees with voting rights in respect of these shares who wish to attend the AGM must notify the Company of their intended attendance, which notice, accompanied where applicable by notarized written power of attorney (see below), must have been received by Mrs. Carmen Otelea, the external legal counsel appointed as the company secretary of the Company (address: Dr. N. Staicovici 75, fourth floor, Bucharest, Romania and e-mail digi.gsm@digi-communications.ro) no later than by Thursday 25 April 2018 at 17.00 hours EEST.

Class B shares: holders of class B shares as well as holders of rights of usufruct and pledgees with voting rights in respect of these shares who wish to attend the AGM must notify the Company in writing of their wish to attend, which notice, accompanied where applicable by notarized written power of attorney (see below), must have been received by Mrs. Carmen Otelea, the external legal counsel appointed as the company secretary of the Company (address: Dr. N. Staicovici 75, fourth floor, Bucharest, Romania and e-mail digi.gsm@digi-communications.ro) no later than by Thursday 25 April 2018 at 17.00 hours EEST.

Shareholders will receive a receipt confirmation which also serves as entrance registration form for the meeting.

Voting

No shareholder will be able to vote by (electronic) correspondence. The actual exercise of the vote will be made at the AGM, either in person or based on a written power of attorney, in compliance with the requirements stated herein.

Powers of Attorney and voting instructions

A shareholder or holder of a right of usufruct or pledge, who does not wish to attend the AGM in person, may grant an electronic or written power of attorney and voting instructions to a third person to vote at the AGM on his behalf. In such case, the shareholder shall have to register his shares in the manner as described above together with a copy of a duly notarized power of attorney.

The shareholder may also grant duly notarized power of attorney with voting instruction(s) to Mrs. Carmen Otelea, the external legal counsel appointed as the Company’s corporate secretary (address: Dr. N. Staicovici 75, fourth floor, Bucharest, Romania). The shareholder will also notify the Company of an electronic copy of the duly notarized power of attorney at the following email address: digi.gsm@digi-communications.ro.

A template of the power of attorney can be obtained free of charge, in both Romanian and English format language, through the website of the Company (www.digi-communications.ro, on the section dedicated to the AGM). Whenever one shareholder choses to use a different format for the power of attorney, the power of attorney will need to be sufficiently specific and to grant an unequivocal, sufficient and valid right to participate and vote at the AGM. The Chairman of the AGM will be entitled to reject any document not meeting these minimum requirements at its discretion.

Prior to the AGM, as a condition for allowing the participant to attend and vote, the confirmation statement of registration as received from the Company as well as an original copy of the written and duly notarized power of attorney shall have to be handed in by the authorized person at the registration desk.

Identification

Persons entitled to attend the AGM 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 6,918,042.52 consisting of 65,756,028 Class A Shares, each having a nominal value of EUR 0.10 and 34,243,972 Class B Shares, each share having a nominal value of EUR 0.01. 5,609,361 Class A Shares and 997,154 Class B 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 that day amounts to in total 634,713,488.

For additional information, please visit the Company’s website at: www.digi-communications.ro

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
ipo.relations@digi-communications.ro

Om Business Wire

Business Wire
Business Wire
24 Martin Lane
EC4R 0DR London

+44 20 7626 1982http://www.businesswire.co.uk

(c) 2018 Business Wire, Inc., All rights reserved.

Business Wire, a Berkshire Hathaway company, is the global leader in multiplatform press release distribution.

Følg saker fra Business Wire

Registrer deg med din epostadresse under for å få de nyeste sakene fra Business Wire på epost fortløpende. Du kan melde deg av når som helst.

Siste saker fra Business Wire

Cushman & Wakefield To Acquire Its Irish Affiliate From Sherry FitzGerald Group16.7.2018 13:49Pressemelding

Global real estate services firm Cushman & Wakefield today announces it has entered into a definitive agreement to acquire the commercial property arm of Sherry FitzGerald Group in the Republic of Ireland. The deal is expected to complete in early September 2018. Cushman & Wakefield already has a 20% stake in the Irish commercial property business which operated as its exclusive affiliate in the Republic – rebranding two years ago as Cushman & Wakefield Ireland. The firm, which has more than 100 commercial property professionals and offices in Dublin, Limerick and Galway, will now be fully integrated into Cushman & Wakefield, one of the world’s largest real estate services firms with 48,000 employees in approximately 400 offices and 70 countries. Managing Director Aidan Gavin becomes Cushman & Wakefield’s Head of Ireland and will also sit on the firm’s UK & Ireland Executive Committee. Cushman & Wakefield will maintain its close affiliate relationship with the wider Sherry FitzGerald G

Fischer & Schickendantz and Solution Alliance SRL Adopt Andersen Brand in Uruguay16.7.2018 13:30Pressemelding

Fischer & Schickendantz, led by Juan Federico Fischer, and Solution Alliance SRL, led by Juan Ignacio Troccoli, have rebranded this week as Andersen Tax & Legal, a member firm of Andersen Global. The firm, based in Montevideo, entered a Collaboration Agreement with Andersen Global in September 2017, and is now a fully integrated member of the global verein. Juan Federico Fischer remarked, “Andersen is a symbol of quality and is recognized worldwide by both clients and professionals, and is ahead of the game in terms of creating a global firm with integrated tax and legal services. We are truly excited to officially be part of the team.” “Throughout their time with us as a collaborating firm and now a member firm, the team in Uruguay has demonstrated a deep commitment to providing seamless, best-in-class service. Additionally, Juan Federico is a member of Andersen Global’s Latin American regional board, and is the true embodiment of the values that our organization represents. I look fo

Norsk Titanium Produces Space Demonstration Hardware16.7.2018 11:00Pressemelding

Norsk Titanium (Norsk), the world’s first FAA-approved supplier of aerospace-grade, additive manufactured, structural titanium components, has produced an Expansion Nozzle demonstrator in support of the European Space Agency’s Technology Research Programme (TRP). The TRP is an European Space Agency (ESA) technology development effort supporting all of ESA’s fields of activity across the entire spectrum of technical disciplines, providing the technological nucleus for most future developments. Norsk was awarded a TRP contract with the ESA in 2014 to explore the application of Norsk’s Rapid Plasma Deposition™ (RPD™) process to space applications. Through the TRP contract, Norsk has refined its material characterization and quality assurance processes, while providing ESA valuable insight into the application of additive processes to their unique needs. The culmination of this effort was the production of an Expansion Nozzle demonstrator. The Expansion Nozzle utilizes the latest RPD™ desi

CALVIN KLEIN Fragrances Announces Lupita Nyong'o and Saoirse Ronan as Faces of CALVIN KLEIN WOMEN16.7.2018 11:00Pressemelding

Calvin Klein, Inc., a wholly owned subsidiary of PVH Corp. [NYSE:PVH], and Calvin Klein Fragrances, a division of Coty Inc. [NYSE:COTY], today revealed the worldwide print advertising campaign for the new fragrance CALVIN KLEIN WOMEN , the first CALVIN KLEIN fragrance to be developed under the vision of Chief Creative Officer, Raf Simons. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20180716005092/en/ CALVIN KLEIN WOMEN The campaign features Lupita Nyong'o and Saoirse Ronan. Award-winning actors and voices of their generation, both women are universally recognized for their unique talent, creativity, intelligence and strength of character. Directed by artist Anne Collier with creative direction from Lloyd & Co., the campaign champions iconic women and celebrates heroines of contemporary culture. Lupita and Saoirse are featured in the print campaign, in a pair of striking and direct portraits, positioned next to chosen figure

Bank of America Reports Second-Quarter 2018 Financial Results16.7.2018 10:45Pressemelding

Bank of America reported its second-quarter 2018 financial results today. The news release, supplemental filing and investor presentation can be accessed in the following ways: This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20180716005280/en/ Bank of America newsroom at https://newsroom.bankofamerica.com Bank of America Investor Relations website at http://investor.bankofamerica.com Business Wire’s news webpage at http://www.businesswire.com/portal/site/home/news Investor Conference Call information Chief Executive Officer Brian Moynihan and Chief Financial Officer Paul Donofrio will discuss the financial results in a conference call at 8:30 a.m. ET today. For a listen-only connection to the conference call, dial 1.877.200.4456 (U.S.) or 1.785.424.1732 (international), and the conference ID is 79795. Please dial in 10 minutes prior to the start of the call. Investors can also listen to a live audio webcast of the conference ca

Bank of Singapore is the First Singapore Private Bank to Receive Regulatory Approval to Open a Wealth Management Subsidiary in Luxembourg16.7.2018 09:36Pressemelding

Bank of Singapore today announced that it has been granted an investment company licence to operate a wealth management subsidiary in Luxembourg – a first for a Singapore private bank. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20180716005252/en/ (Photo: BOSWM) Bank of Singapore, through this new subsidiary, BOS Wealth Management Europe Société Anonyme (S.A.), will be able to offer a comprehensive range of customised private banking solutions and investment advisory services to its ultra-high and high net worth clients in the European Economic Area (“EEA”) and the United Kingdom (“UK”). The EEA comprises the European Union (EU) countries and Iceland, Liechtenstein and Norway. Currently, Bank of Singapore serves its European clients from its Singapore headquarters and through its parent company OCBC Bank’s London office. There has been robust growth in assets under management from EEA clients as they hold Singapore in high