ANNUAL REPORT For the year ended December 31, 2018 ANNUAL REPORT 2018 | Key Figures. Objectives and strategic directions. pag. 1 WorldReginfo - 0d3e7c48-fc53-4ce3-9a88-012ea1e865f7 Table of Contents Message from the Ceo 3 Key Figures. Objectives and strategic directions. 4 Key Figures For Digi Group 5 Objectives and Strategic Directions 7 Management structure. Corporate Governance 8 Management Structure. Corporate Governance 9 Corporate and Social Responsibility (Non-Financial Reporting Section) 30 Share Capital Structure and Shares 37 Share Capital Structure and Shares 38 Dividend Policy 39 Dividend Policy 40 Group Overview 41 Business 42 Financial Results 61 Management’s Discussion and Analysis of Financial Condition and Results of Operations 62 Board of Directors’ Statements 91 Consolidated Financial Statements for the year ended 31 December 2018 General Information Consolidated Financial Statements Consolidated Statement of Financial Position Consolidated Statement of Profit or Loss And Other Comprehensive Income Consolidated Statement of Cash Flows Consolidated Statement of Changes In Equity Notes to The Consolidated Financial Statements Stand-alone Financial Statements for the year ended 31 December 2018 General Information Stand-Alone Statement of Financial Position Stand-Alone Statement of Profit Or Loss And Other Comprehensive Income Stand-Alone Statement of Cash Flows Stand-Alone Statement of Changes In Equity Notes to The Stand-Alone Financial Statements Other information Profits, Distribution and Losses Audit Report Annex Annex 1 Annex 2 Annex 3 Annex 4 ANNUAL REPORT 2018 | Key Figures. Objectives and strategic directions. pag. 2 WorldReginfo - 0d3e7c48-fc53-4ce3-9a88-012ea1e865f7 MESSAGE FROM THE CEO Dear shareholders and investors, We have concluded a financial year which meant for our company the achievement of an ambitious goal - exceeding the € 1 billion revenue threshold. For such a young company like ours, with a quarter century history in a challenging and dynamic industry, this success is the acknowledgement of our vision. For a brand almost unknown in Europe 10 - 15 years ago, as well as for the regional entrepreneurial environment this is indeed an achievement. In the past 6 years, we grew from a start-up cable operator in an emerging country of Southeastern Europe to a listed group with a regional presence, obtaining over € 1 billion cumulated investments from international capital markets. We are connected unlimited to the aspirations of our customers and one step ahead of the competition in identifying opportunities that will bring us closer to the "digital society". The recipe behind this achievement was to meet the commitments we’ve made. No matter how complex the market conditions may have seemed, we fulfilled our goals. The figures for 2018 are proof that our efforts and the mutual trust have been rewarded with results that we are proud of: an increase in revenues of 13% for consolidated segments and markets, a growth of 12% in total RGU`s at the end of 2018, compared to the end of 2017, and an EBITDA progress of about 13%. Regardless of the service segment, we had increases ranging between 9% and 19% of the RGU`s and we are tens of thousands of units closer to another symbolic threshold - 15 million RGU`s - cumulated in the four markets (Romania, Hungary, Spain and Italy). With a consolidated CAPEX of approximately € 280 million, we maintained our technological advance beside competition, we carried on our network expansion and upgrading projects and managed to diversify our portfolio of services in Spain, one of the most mature European markets. All of these developments have been possible thanks to infrastructure investments, both in the fiber optic networks in Romania and Hungary, as well as in the mobile network on our main market. We were the first company in Romania to successfully run a 5G network test, as well as the first pay-TV operator to offer 4K content through an Ultra HD TV channel for the Romanian market. Last year did not lack challenges, especially on the capital market. We believe that the price evolution for Digi shares was not consistent with the constant results of our work. We are counting on 2018 financial results to capitalize on future opportunities, and we hope that next year will bring a more favorable regulatory framework for the business environment and for the development of the Romanian capital market. We thank our customers for their loyalty, our employees for their contribution to the reported results, our partners for their support, and we are grateful to you, esteemed shareholders and investors, for your confidence! Serghei Bulgac Chief Executive Officer and Executive member of the Board of Directors ANNUAL REPORT 2018 | Key Figures. Objectives and strategic directions. pag. 3 WorldReginfo - 0d3e7c48-fc53-4ce3-9a88-012ea1e865f7 Key Figures. Objectives and strategic directions. ANNUAL REPORT 2018 | Key Figures. Objectives and strategic directions. pag. 4 WorldReginfo - 0d3e7c48-fc53-4ce3-9a88-012ea1e865f7 KEY FIGURES FOR DIGI GROUP We are a leading provider of telecommunication services in Romania and Hungary based on number of revenue generating units (“RGUs”). Our offerings in both countries include cable and DTH television services, fixed internet and data and fixed-line telephony. Our fixed telecommunication and entertainment services are offered through our technologically advanced fiber optic network, covering approximately 76% and 48% of households in Romania and Hungary, respectively, and both countries are entirely within the footprint of our DTH signal. Our cable and DTH television subscribers enjoy access to custom-made channels and pay-to-view services, which carry premium movies and sports content, as well as various third-party products. We also operate one of the most technologically advanced mobile networks in Romania, which shares the backbone of our fixed fiber optic infrastructure. In addition, we provide mobile telecommunication services as an Mobile Virtual Network Operator (“MVNO”) to the large Romanian communities in Spain and Italy and starting from September 2018, fixed internet and telephony services as resale products in Spain. We have grown mainly organically from approximately 13.3 million RGUs as at December 31, 2017 to approximately 14.9 million RGUs as at December 31, 2018. December 31, 2018, we had a total of approximately 3.9 million cable TV RGUs, approximately 3.3 million fixed internet and data RGUs, approximately 4.9 million mobile telecommunication services RGUs, approximately 1.9 million fixed-line telephony RGUs and approximately 0.9 million DTH RGUs. We have consistently generated strong revenue streams. We generated €1,038.1 million in year ended December 31, 2018, an increase of 13.3% compared to prior period. ANNUAL REPORT 2018 | Key Figures. Objectives and strategic directions. pag. 5 WorldReginfo - 0d3e7c48-fc53-4ce3-9a88-012ea1e865f7 The Group’s operations generated 325 million EBITDA in the year ended December 31, 2018, an increase of 12.9% compared to prior period. The Adjusted EBITDA margin was 31.3% in the year ended December 31, 2018, relatively stable compared to prior period. ANNUAL REPORT 2018 | Key Figures. Objectives and strategic directions. pag. 6 WorldReginfo - 0d3e7c48-fc53-4ce3-9a88-012ea1e865f7 OBJECTIVES AND STRATEGIC DIRECTIONS Strategy Our mission is to provide our customers with high-quality telecommunications services at competitive prices. Specific components of our strategy include the following: Continue to leverage our advanced fixed fiber network, offering high-quality service, while maintaining competitive prices. The current technological state of our Romanian and Hungarian fixed fiber networks allows us to offer a wide range of high-quality services to our customers at competitive prices, while maintaining low infrastructure operating expenses. We plan on leveraging our existing high speed networks to increase our cable TV and fixed internet and data subscribers, as our fiber network throughout Romania and Hungary (excluding the recently acquired Invitel’s network) is faster and more cost-effective than traditional networks operated by our competitors. We also plan to continue expanding our fixed fiber networks in both countries (particularly, in rural areas) and to upgrade Invitel’s Hungarian network to fiber, along with further upgrades to FTTH elsewhere. Expand our mobile network in our core geographic segments and grow our mobile communication services business line. As at December 31, 2018, our 3G and 4G mobile telecommunication services covered approximately 99.5% (outdoor voice coverage) and 65% of the Romanian population, respectively. In Hungary, we hold certain licenses entitling us to develop our own 4G mobile proposition and are currently developing the network that will support our service, with a view to launch in 2019. In both countries, we plan on expanding coverage while growing our mobile RGUs through competitive pricing and convergence offerings. We believe that our dense fiber network and existing licenses provide a solid foundation for future technological developments in the mobile telecommunication industry. Focus on current markets and expanding market shares. We intend to focus on Romania and Hungary, our core markets, while remaining open to opportunities in Spain and Italy. In the core jurisdictions, our advanced networks allow us to efficiently deliver multiple services in the areas they cover and we believe there is scope for increase in uptake of