NOT FOR DISTRIBUTION IN ‘THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BREACH ANY APPLICABLE LAW OR REGULATION. 1B 27/16 May 2017 ‘Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful. Digi Communications N-V. Pre-stabilisation Period Announcement Raiffeisen Bank S.A. (contact: Iuliana Musat; e-mail: iuliana.musat@raiffeisen.ro and Doris Leon; e-mail: doris.leon@raiffeisen.ro) hereby gives notice, as Stabilization Agent on behalf of Deutsche Bank AG, London Branch and Citigroup Global Markets Limited (the "Stabilization Managers") that the Stabilization Managers may stabilise the offer of the following securities in accordance with Commission Delegated Regulation (EU) 1052/2016 under the Market Abuse Regulation (EU/596/2014). The securities: Issuer: Digi Communications N.V. Securities: Class B shares ("Shares") of the Issuer, admitted to trading on the regulated spot market of the Bucharest Stock Exchange. ISIN: NL0012294474 Symbol: DIGI Offer price: RON 40 per Share Stabilisation: ‘Stabilization Managers: Deutsche Bank AG, London Branch and Citigroup Global Markets Limited, acting through Raiffeisen Bank S.A. as Stabilisation Agent ‘Stabilization period starts on: 16 May 2017, the first trading date for the Shares on the regulated spot market of the Bucharest Stock Exchange. Stabilization period ends no later | 14 June 2017 (30 days after the first trading date for the than: Shares on the regulated spot market of the Bucharest Stock Exchange). Maximum size and conditions of | The Stabilization Managers may over-allot Shares up use of over-allotment facility: to a maximum of 10% (i.c. 2,174,411 Shares) of the total number of Shares comprised in the Offer, to the extent permitted in accordance with applicable law. For the purposes of allowing the Stabilization Managers acting through the Stabilization Agent toNOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BREACH ANY APPLICABLE LAW OR REGULATION. cover short positions resulting from any such over allotments and/or from sales of Shares effected by it during the stabilizing period, it is expected that certain of the selling shareholders, being Carpathian Cable Investments S.aR.L. and Celest Limited (the “Over- allotment Shareholders”) will grant the option to purchase, or procure purchasers for, up to 2,174,411 additional Shares (the "Over-allotment Option"), at the Offer Price. The Over-allotment Option will be exercisable in whole or in part, upon notice by the Stabilization Managers or the Stabilization Agent, at any time on or before the 30th calendar day after the first trading date for the Shares on the regulated spot market of the Bucharest Stock Exchange. Stabilisation trading venue: The spot regulated market of the Bucharest Stock Exchange. In connection with the Offer, Raiffeisen Bank S.A. as Stabilization Agent on behalf of Deutsche Bank AG, London Branch and Citigroup Global Markets Limited as Stabilizing Managers may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other stabilizing transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. However, there will be no obligation on the Stabilizing Managers or the Stabilization Agent to effect stabilizing transactions and there is no assurance that ving transactions will be undertaken. Such stabilization, if commenced, may be discontinued at any time without prior notice. Any stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules. This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction, ‘This announcement is addressed to and directed at (i) members of the public in Romania and (ii) persons in member states of the European Economic Area ("EEA") who are “qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). In addition, in the United Kingdom ("UK"), this announcement is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order) and Qualified Investors falling within Article 49(2)(a) to (4) of the Order, and Gi) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons"), This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA other than the United Kingdom and Romania, by persons who are not Qualified Investors. Any investment or investment activity to which this document relates is available only to (i) in the United Kingdom, relevant persons, and (ii) in any memberNOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BREACH ANY APPLICABLE LAW OR REGULATION. state of the EEA other than the United Kingdom and Romania, Qualified Investors, and will be engaged in only with such persons, ‘This announcement is not an offer of securities for sale into the United States. The shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state of the United States or other jurisdiction and may not be offered, sold, pledged or otherwise transferred except (1) to a person that the holder and any person acting on its behalf reasonably believes is a QIB as defined in, and in reliance on, Rule 144A, or another exemption from, or transaction not subject fo, the registration requirements of the securities act, or (2) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the securities act, in each case in accordance with any applicable securities laws of any state of the United States. Raffeisen Bank Dana Mirela Jon oem Director Directia Im ft Banking