2025 Annual report

ANNUAL REPORT For the year ended 31 December 2025

MESSAGE FROM THE CEO

Dear Shareholders, Customers, Colleagues and Partners,

I am pleased to present the 2025 Annual Report of the Digi Communications Group reflecting a year of strong operational performance, continued European expansion and disciplined execution of our long-term strategy. I am grateful for your trust, involvement, support and dedication, all of which remain essential to DIGI's success.

2025 was another important year for DIGI. We accelerated growth in our core markets while continuing to build our presence in newer markets. We ended the year with more than 32 million revenue-generating units ("RGUs"), supported by strong momentum across mobile, broadband, Pay-TV and fixed telephony services. Revenues and other income reached EUR 2.221 billion, a 15% increase year-over-year, while Adjusted EBITDA excluding IFRS 16 reached EUR 586.6 million.

In Romania, we continued to strengthen our mobile and fixed-service platforms, with total RGUs reaching 19.9 million and mobile RGUs increasing to 7.9 million. We also remained the leading operator for mobile number portability in Romania for the 13th consecutive year. In Spain, our performance remained particularly strong, with total RGUs reaching 10.8 million, mobile RGUs reaching 7.3 million and broadband RGUs reaching 2.6 million. We retained the leading position in mobile portability in Spain for the fifth consecutive year, confirming the appeal of our simple, affordable and high-quality services.

In Portugal, 2025 marked our first full year of building a complete telecommunications offer following the commercial launch in November 2024. By year-end, Portugal reached 850,000 RGUs, including 471,000 mobile RGUs and 159,000 broadband RGUs. In Italy, our mobile customer base continued to grow, reaching 524,000 RGUs. In Belgium, together with our partner Citymesh, we continued developing our infrastructure further extending DIGI's commitment to making connectivity more accessible across Europe.

During the year, we also advanced strategic initiatives that support future growth. In Romania, we completed the transaction regarding the acquisition of Telekom Romania Mobile Communications' prepaid business and certain assets. In Spain, we successfully completed the FTTH network investment in Andalusia. These milestones reinforce our long-term commitment to investing in infrastructure, expanding our service capabilities and creating sustainable value for customers and shareholders.

Looking ahead, our priorities remain unchanged: to deliver superior services powered by modern technology, to tailor our products to customers' needs and to keep connectivity affordable and accessible. We will continue to invest with discipline, strengthen our European platform and build on the momentum achieved in 2025.

I extend my sincere thanks to every employee who has contributed to DIGI's journey. I am grateful to our customers for making DIGI their provider of choice, and to our shareholders, clients and partners for their continued trust. Your ongoing support gives us the confidence and energy to pursue the next stage of our growth.

Sincerely,

Serghei Bulgac,

Chief Executive Officer

Table of Contents

Message from the CEO 2

Management board report 4

KEY FIGURES. OBJECTIVES AND STRATEGIC DIRECTIONS 5

Key Figures for Digi Group 6

Objectives and Strategic Directions 8

Risk factors 9

MANAGEMENT STRUCTURE. CORPORATE GOVERNANCE 41

Management Structure. Corporate Governance 42

Remuneration report for 2025 70

SHARE CAPITAL STRUCTURE AND SHARES 80

Share Capital Structure and Shares 81

DIVIDEND POLICY 82

Dividend Policy 83

GROUP OVERVIEW 84

Business 85

SUSTAINABILITY STATEMENT DIGI GROUP 108

FINANCIAL RESULTS 249

Management's Discussion and Analysis of Financial Condition and Results of Operations 250

Board Of Directors' Statements 278

ANNEX MANAGEMENT BOARD REPORT 281

Annex 1 important information 282

Annex 2 corporate governance compliance statement as per BSE CGC 286

Annex 3 corporate governance compliance statement as per the dutch corporate governance code (DCGC) 313

Consolidated Financial Statements for the year ended 31 December 2025 344

General Information

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 2025

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

Assurance Report Subsidiaries

This copy of the 2025 annual report of Digi Communications N.V. is not in the European single electronic reporting format (ESEF) as specified in the RTS on ESEF (Regulation (EU) 2019/815). The ESEF version of the 2025 annual report is available at Annual reports (digi-communications.ro)

Management board report

ANNUAL REPORT 2025 | Management structure. Corporate Governance pag. 5

Key Figures. Objectives and s trategic directions .

KEY FIGURES FOR DIGI GROUP

We are an integrated provider of telecommunication services on the Romanian, Spanish, Portuguese and Belgium markets and a Mobile Virtual Network Operator (MVNO) in Italy.

The Group's offerings include pay-TV (Cable, IPTV and Direct to Home ("DTH") television) services, fixed internet and data, mobile telephony and data as well as fixed-line telephony. In Romania, our fixed telecommunication and entertainment services are offered through our technologically advanced fiber optic network. Our cable and DTH television subscribers enjoy access to free-to air (must carry) services and pay tv channels as well as our own channels, offering news, music, movies and sports content. We also operate a mobile network in Romania, which shares the backbone of our fixed fiber optic infrastructure.

In Spain, we offer mobile services as an MNO via the Spanish National Roaming Agreement and the Spanish RAN Sharing and Spectrum Sharing Agreement with Telefónica Móviles, as well as our own spectrum, and we also offer fixed internet and data, fixed-line telephony and pay TV (starting December 2024) services through our own FTTH network (including DIGI Andalucia Network) and based on wholesale indirect access agreements through the SOTA Network and the fixed network of Telefónica.

In Italy, we started to expand our portfolio of services by launching FTTH (Fiber to the Home) acces with high-speed broadband and we are looking to further invest and expand our footprint and connectivity solutions.

In Portugal, we launched commercial operations on 4 November 2024, offering a full range of telecommunication services, including fiber optic broadband internet, mobile voice and data on 2G/4G/5G networks, television and fixed telephony. Digi Portugal developed a modern fiber optic infrastructure and a national mobile network from scratch, leveraging state-of-the-art technologies to provide high-quality, affordable solutions. On 25 October 2024 we also acquired NOWO Communications S.A, Portugal's fourth largest mobile and fixed telecom operator.

We launched commercial operations on 11 December 2024, offering fiber optic broadband internet, fixed-line telephony, as well as mobile voice and data services in the Belgian market through our Joint Venture with Citymesh. With a user-centered strategy and a strong commitment to delivering high-performance, cost-effective and stable solutions, the company aims to redefine the way Belgian consumers access technology and entertainment.

We have grown mainly organically from approximately 27.8 million RGUs as at 31 December 2024 to approximately 32.1 million RGUs as at 31 December 2025, an increase of 15.4% compared to prior period.

As at 31 December 2025, we had a total of approximately 6.3 million Pay TV RGUs, approximately 7.9 million fixed internet and data RGUs, approximately 16.1 million mobile RGUs, and approximately 1.7 million fixed-line telephony RGUs.

Values in thousands

1) Includes RGUs for cable TV, IPTV and DTH services, as applicable.

We have consistently generated strong revenue streams. We generated €2,216.6 million revenues during the year ended 31 December 2025, an increase of 15.2% compared to prior period.

Amounts in millions EUR

The Group's operations generated an Adjusted EBITDA (defined as EBITDA (consolidated operating profit or loss plus charges for depreciation, amortisation and impairment of assets adjusted for the effect of non-recurring and one-off items) of €710.3 million for the year ended 31 December 2025, compared to €680.2 million in prior period, an increase of 4.4%.

The Adjusted EBITDA margin was 32.0% in the year ended 31 December 2025, compared to 35.2% for the year ended 31 December 2024.

We have continued to pursue an ambitious growth strategy that required us to undertake substantial capital expenditure. Consequently, our capital expenditures have been significant. In the year ended 31 December 2025, we had capital expenditure of € 797.9 million (2024: €885.3 million). This represented 35.9% of our total revenues and other income (excluding the extraordinary sale of assets and other one-off income) for the year ended 31 December 2025 (2024: 45.8%).

We have maintained prudent capital and liquidity structures with a leverage ratio (computed as total net financial debt divided by EBITDA) of 3.19 for the year ended 31 December 2025 and 2.38 for the year ended 31 December 2024.

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 the focus on Romania and Spain, while accelerating development in other existing markets and exploring additional expansion opportunities. We intend to continue focusing on our main markets in Romania and Spain. Our advanced fixed network in Romania allows us to efficiently deliver multiple services in the areas already covered and we believe there is scope for a further increase in uptake of our fixed services in these areas. We also see the potential for further growth of our mobile telecommunication services, as we believe that the Romanian mobile market still offers opportunities for us to expand. As regards to Spain, we believe that our development has achieved significant momentum in that country, which continues to present attractive future growth opportunities for our business. We expect our Spanish operations to continue gaining prominence supported by our investments in the build-up of high-quality own infrastructure and strategic partnering with Telefónica, which provides us access to their advanced mobile network. In addition to these main markets, we will continue the roll-out of our fiber optic networks in Portugal, Italy and Belgium (where we are also aiming to develop a market-leading mobile offering) and we are regularly monitoring attractive opportunities to enter additional markets.

Continue developing advanced fixed networks. The quality of our fixed networks has been the primary driver for the organic growth in our RGUs. These networks allow us to offer a wide range of advanced services to customers at competitive prices, while maintaining low infrastructure operating expenses. In particular, our Romanian fixed network is predominantly fiber-based and is faster and more cost-effective than traditional networks operated by our competitors. In Spain, Portugal, Belgium and certain Italian cities, we are building fully fiber optic networks from the ground up and use advanced technologies to deliver premium, yet cost-effective services. We intend to continue developing cutting-edge fixed networks in all our jurisdictions, which we believe allows us to leverage our service capabilities, while maintaining competitive pricing, to attract and retain customers across all our fixed offerings.

Further grow our mobile business. In Romania, our mobile telecommunication services cover 99.5% (outdoor voice coverage) of the population. We believe that our dense fixed network, an extensive network of mobile base stations and existing 2G, 4G and 5G licenses provide a solid foundation for further development of our mobile telecommunication infrastructure and offerings in this core market. In Spain, we operate as an MNO using Telefónica Móviles's advanced mobile network based on the National Roaming Agreement and the RAN Sharing and Spectrum Sharing Agreement, as well as our own spectrum. We intend to further strengthen our position of a fully integrated telecommunications provider in Spain by developing our own mobile network, primarily based on the spectrum licenses acquired through competition-enhancing remedies approved by the European Commission and the Spanish authorities in the context of the 2024 combination between Orange Spain and MasMovil into MasOrange and the spectrum shared with Telefónica Móviles. In Portugal, we are aiming to further increase our mobile network coverage, currently at 98.9% (outdoor voice coverage) of the population, in various regions, including islands and indoor spaces. In Belgium, our strategy is to develop DIGI Belgium into the fourth national mobile services provider. We currently offer mobile services in the country through our own network and through a national roaming services agreement with Proximus. We plan on further expanding our network and as at 31 December 2025 we deployed approximately 600 base mobile stations.

Explore strategic options to improve the capital structure and long-term financing position of our subsidiaries. Our operations are geographically diversified and are at different stages of their respective development cycles. We have individual strategic plans for each of our jurisdictions and will continue to carefully monitor strategic opportunities to improve the capital structure and long-term financing position of our subsidiaries there. We remain open to further strategic opportunities in our existing markets with a view of a long-term value creation across the Group (such as the recent arrangements with a consortium of infrastructure funds led by Aberdeen in relation to DIGI Andalucia or a disposal of the SOTA Network to a consortium led by Macquarie Capital in Spain, the acquisition of NOWO in Portugal or the joint venture arrangements with Citymesh in Belgium). We regularly monitor any such opportunities, while assessing their attractiveness relative to other strategic alternatives available to us. We carefully plan any related activities, including by reference to expected synergies with our existing operations, level of regulatory support and availability of third-party financing. In particular, we will continue to evaluate strategic financing options for our steadily growing business in Spain. Any such opportunities will ensure that we maintain control of DIGI Spain and will be considered by reference to the long-term objectives of our overall business and our existing Group-level financing arrangements.

RISK FACTORS

Any investment in the Shares and/or the Notes is subject to a number of risks. Prior to investing in the Shares and/or the Notes, prospective investors should carefully consider the risk factors associated with any such investment, the Group's business and the industry in which it operates, together with all other information contained in this Report including the risk factors described below.

The occurrence of any of the following events could have a material adverse effect on our business, prospects, results of operations and financial conditions. The risk factors described below are not an exhaustive list or explanation of all risks which investors may face when making an investment in the Shares and/or the Notes and should be used as guidance only. Additional risks and uncertainties relating to the Group that are not currently known to the Group, or that the Group currently deems immaterial, may individually or cumulatively also have a material adverse effect on the Group's business, results of operations and/or financial condition and, if any such risk should occur, the price of the Shares and/or the Notes may decline and investors could lose all or part of their investment. Risks Relating to Our Business and Industry

We face significant competition in the markets in which we operate, which could result in decreases in the number of current and potential customers, revenues and profitability.

We face significant competition in all our markets and business lines, which is expected to intensify further. For example, in Romania we face intense competition in our pay TV, fixed broadband, fixed-line telephony, and mobile telecommunication services business lines from Orange Romania and Vodafone Romania. In Spain, we face competition in our mobile telecommunication services, fixed broadband and fixed-line telephony business lines from Telefónica, MasOrange and Vodafone, who operate much larger and more established businesses in the country. In Portugal, we face competition in our pay TV, fixed broadband, fixed-line telephony, and mobile telecommunication services business lines from MEO, NOS, and Vodafone. Similarly, we face competition from Fastweb + Vodafone, TIM, Wind Tre and Iliad in Italy and from Proximus, Telenet and Orange Belgium in Belgium. Additionally, in each of these markets, we face competition from MVNOs and internet service providers. Increased competition may encourage customers to stop subscribing to our services (an effect known as "churn") and thereby adversely affect our revenues and profitability.

Our existing competitors, as well as other competitors that may enter the markets in which we operate in the future, may enjoy certain competitive advantages that we do not, such as having greater economies of scale, easier access to financing, access to certain new technologies, more comprehensive product offerings in certain business lines, greater personnel resources, greater brand name recognition, fewer regulatory burdens and more experience or longer-established relationships with regulatory authorities, customers and suppliers. In particular, all our principal competitors in the Romanian and Spanish markets are part of much larger international telecommunication groups. Additionally, our competitors may consolidate and thus create larger and more established competitors, which may make it more difficult for us to compete in the markets in which we operate. For example, in the recent years there has been significant consolidation activity in the Spanish telecommunications and television market, primarily through mobile-centric operators acquiring fixed-line assets operators, such as the combination of Orange and MasMovil's operations in early 2024 to form MasOrange.

In recent years, the telecommunications industry has experienced a significant increase in customer demand for multiple-play offerings, which combine two or more fixed and mobile services in one package. With respect to our business in Romania, although we believe that the combination of our own fixed and mobile infrastructures in Romania is unparalleled, all of our principal competitors in the country have made arrangements to significantly enhance their multiple-play capabilities. In particular, in 2021 Orange acquired Telekom Romania Communications S.A.'s cable TV and fixed internet business, whereas Vodafone Romania took over the cable TV and fixed internet business of UPC Holding, a subsidiary of Liberty Global. In addition, in October 2025, as part of the sale of Telekom Romania Mobile Communications S.A.'s mobile operations in Romania, which included the TKRM Business and Assets Acquisition, Vodafone Romania acquired a significant portion of Telekom Romania Mobile Communication S.A., including employees, postpaid customers, business clients, retail stores, and technical network infrastructure. These developments have resulted, and are expected in the future to result, in synergies to their businesses, increased competition, further pressure on prices, higher rates of customer churn and ultimately could adversely affect our revenues and profitability. Similarly, in Spain our competitors have converged services offerings comprised of a mix of fixed and mobile voice services, internet and video broadcast services, as well as emerging and disruptive technologies. Our success in these markets is affected by the actions of our competitors, who in some cases have larger financial and personnel resources, wider geographical coverage, the ability to offer different converged services and more established relationships with, and greater access to, content providers than us.

In addition to competition in our traditional services and technologies, we also experience significant pressure from the rapid development of new technologies and alternative services, which are either offered by our existing competitors or new entrants. See "-Rapid technological changes may increase competition and render our technologies or services obsolete, and we may fail to adapt to, or implement new technological developments in a cost-efficient manner or at all." For example, our fixed-line telephony and fixed broadband business lines in Romania are experiencing increased competition from the country's mobile telecommunication services sector. This may result in slower growth or a decrease in our fixed-line telephony and fixed broadband services penetration rates, as our subscribers may migrate from fixed to mobile services, choosing to switch to our competitors such as Orange Romania or Vodafone Romania, who may have stronger market positions than us in the mobile telecommunication services sector. These competitors are also aiming to offer increasingly innovative integrated solutions to customers, such as 5G (currently in limited operation). We also have to compete with companies offering other technologies alternative to our telephony services, such as Zoom, Teams, WhatsApp, Webex, Google Hangouts and Facebook Messenger, as well as with companies offering alternative platforms that make TV and entertainment content available to customers, such as OTT platforms Netflix, HBO Max, Disney Plus, Amazon Prime, SkyShowtime, Apple TV and Google Play, along with other services which allow legal or illegal downloading of movies and television programs.

Our success in the markets where we operate may be adversely affected by the actions of our competitors in a number of ways, including:

lower prices, more attractive multiple-play services or higher quality services, features or content;

more rapid development and deployment of new or improved products and services; or

more rapid enhancement of their networks.

Our market position will also depend on effective marketing initiatives and our ability to anticipate and respond to various competitive factors affecting the industry, including new products and services, pricing strategies by competitors, changes in consumer preferences and economic, political and social conditions in the markets in which we operate. Any failure to compete effectively or any inability to respond to, or effectively anticipate, consumer sentiment, including in terms of pricing of services, acquisition of new customers and retention of existing customers, could have a material adverse effect on our business, prospects, results of operations or financial condition.

Rapid technological changes may increase competition and render our technologies or services obsolete, and we may fail to adapt to, or implement, new technological developments in a cost-efficient manner or at all.

The markets in which we operate are characterized by rapid and significant changes in technology, customer demand and behavior, and as a result, by a changing competitive environment. Given the fast pace of technological innovation in our industry, we face the risk of our technology becoming obsolete. We may need to make substantial investments to upgrade our networks or to obtain licenses for and develop and install new technologies (such as 5G, which is expected to become the standard for providing mobile telecommunication services in the foreseeable future and may, to a certain extent, present a viable alternative to, and a replacement for, fixed-line offerings) to remain competitive. The cost of implementing these investments could be significant and there is no assurance that the services enabled by new technologies will be accepted by customers to the extent required to generate a rate of return that is acceptable to us. In addition, we face the risk of unforeseen complications in the deployment of these new services and technologies and there is no assurance that our original estimates of the necessary capital expenditure to offer such services will be accurate. New services and technologies may not be developed and/or deployed according to expected schedules or may not be commercially viable or cost effective. Should our services fail to be commercially viable, this could result in additional capital expenditures or a reduction in profitability. Any such change could have a material adverse effect on our business, prospects, results of operations or financial condition.

In addition, rapid technological change makes it difficult to predict the extent of our future competition. For example, new transmission technologies and means of distributing content or increased consumer demand for, and affordability of, products based on new mobile communication technologies, such as the rise in satellite-based internet service providers, could trigger the emergence of new competitors or strengthen the position of existing competitors. There is no guarantee that we will successfully anticipate the demands of the marketplace with regard to new technologies. Any failure to do so could affect our ability to attract and retain customers and generate revenue growth, which in turn could have a material adverse effect on our financial condition and results of operations. Conversely, we may overestimate the demand in the marketplace for certain new technologies and services. If any new technology or service that we introduce fails to achieve market acceptance, our revenues,

margins and cash flows may be adversely affected, and as a result we may not recover any investment made to deploy such new technology or service. Our future success depends on our ability to anticipate, react and adapt in a timely manner to technological changes. Responding successfully to technological advances and emerging industry standards may require substantial capital expenditure and access to related or enabling technologies to introduce and integrate new products and services successfully. Failure to do so could have a material adverse effect on our competitive position, business, prospects, results of operations or financial condition.

We operate in a capital-intensive business and may be required to make significant capital expenditure and to finance a substantial increase in our working capital to maintain our competitive position. Our capital expenditure may not generate a positive return or a significant reduction in costs or promote the growth of our business.

The expansion and operation of our fixed and mobile networks, as well as the costs of development, sales and marketing of our products and services, require substantial capital expenditure. In recent years, we have undertaken significant investment to attract and retain customers, including expenditures for equipment and installation costs, license acquisitions, implementation of new technologies (such as GPON), as well as upgrades of existing networks, such as the FTTH roll-out. As at the date of this report, we have the following material ongoing capital requirements:

further expansion, development and maintenance of our fixed and mobile networks;

acquisition of new telecommunication licenses and payments under the terms of existing telecommunication licenses;

continued investments in the expansions of our business in Portugal and Belgium and, potentially, in other markets;

the acquisition of CPE, including certain network equipment, such as GPON terminals (which may not generally be treated as CPE by other members of our industry), and other equipment, such as set-top boxes, mobile data devices and fixed-line telephone handsets, satellite dishes, satellite receivers and smartcards; and

payments for the acquisition of television content rights.

In addition, we may, from time to time, incur significant capital expenditure in relation to opportunistic mergers and acquisitions, such as our acquisition of NOWO in Portugal in 2024 or our recently completed acquisition of certain assets from TKRM, and in connection with the upgrade and integration of any acquired business and assets and/or with the migration of acquired customers. See "-We may undertake future acquisitions which may increase our risk profile, distract our management or increase our expenses" and "Overview-Recent Developments-TKRM Business and Assets Acquisition."

However, no assurance can be given that any existing or future capital expenditures will generate a positive return, a significant reduction in costs, or promote the growth of our business. If our investments fail to generate the expected positive returns or cost reductions, our operations could be significantly adversely affected and future growth could be significantly curtailed.

In order to finance our capital expenditures and working capital needs, we use a combination of cash from operations, financial indebtedness, reverse factoring and vendor financing arrangements. In the near future, we expect to fund significant capital expenditures, such as acquisition of new licenses (including mobile bandwidth) to expand our existing offerings and acquire local telecommunication services providers to grow our network, predominantly with external financing sourced from international financial institutions or debt capital markets. Our working capital needs have fluctuated in the past years along with the need to finance the development of our mobile telecommunication services business (where we continue to acquire ancillary CPE (such as handheld devices) that are further on-sold to customers). We generally pay our suppliers within a relatively short period after acquiring products, but on-sell CPE to our customers subject to a deferral of payments for up to 12 months. If we fail to negotiate or renegotiate reverse factoring, vendor financing agreements and other arrangements that we use to finance our working capital requirements, our ability to finance the continued expansion of our business would be materially adversely affected.

In addition, our liquidity and capital requirements may increase if we expand into additional areas of operation, accelerate the pace of our growth or make acquisitions. If, for any reason, we are unable to obtain adequate funding to meet these requirements, we may be required to limit our operations and our expansion plans, including plans to expand our network and service offering, could be significantly adversely affected, future growth could be significantly curtailed and our competitive position could be impaired.

We may undertake future acquisitions which may increase our risk profile, distract our management or increase our expenses.

Part of our growth over the years has been due to acquisitions. Most recently, we acquired NOWO in Portugal in 2024 and in October 2025 we have completed the TKRM Business and Assets Acquisition, pursuant to which we acquired specific assets from Telekom Romania Mobile Communications S.A.'s mobile business in Romania, including radio frequency usage rights, a portion of Telekom Romania Mobile Communications S.A.'s towers, infrastructure, and equipment, as well as the entire prepaid mobile service business. See "Management's Discussion and Analysis of Financial Condition and Results of Operations-Trends and Other Key Factors Impacting Our Results of Operations-Acquisitions and disposals and joint ventures" and "Overview-Recent Developments-TKRM Business and Assets Acquisition." As part of our strategy, we may undertake additional acquisitions, which could be significant, in our existing business lines or complementary to them as, and if, appropriate opportunities become available. We regularly monitor potential acquisition targets in order to be able to act in an expedient fashion should an attractive opportunity arise. However, a decision to proceed with any such acquisition will be subject to a number of conditions that may or may not materialize, including regulatory support and availability of third-party financing (see "Management's Discussion and Analysis of Financial Condition and Results of Operation-Trends and Other Key Factors Impacting our Results of Operations-Capital expenditure") and we expect to have other strategic alternatives, which we will consider as appropriate. Should we decide to proceed with any such transaction, we may not be successful in our efforts to estimate the financial effects thereof on our business. In addition, acquisitions may divert our management's attention or financial or other resources away from our existing business or require additional expenditures. Such developments could have a material adverse effect on our business, prospects, results of operations or financial condition.

Our ability to acquire new businesses may be limited by many factors, including competition law constraints, availability of financing, the covenants in our financing agreements, the prevalence of complex ownership structures among potential targets, government regulation and competition from other potential acquirers. If acquisitions are made, there can be no assurance that we will be able to migrate and/or to maintain the customer base of businesses we acquire, novate agreements to our main operating companies, generate expected margins or cash flows or realize the anticipated benefits of such acquisitions, including growth or expected synergies. Although we analyze acquisition targets, those assessments are subject to a number of assumptions concerning profitability, growth, interest rates and company valuations. There can be no assurance that our assessments of, and assumptions regarding, acquisition targets will prove to be correct, and actual developments may differ significantly from our expectations.

Even if we are successful in acquiring new businesses, the integration of new businesses may be difficult for a variety of reasons, including differing languages, cultures, management styles and systems, inadequate infrastructure, insufficient or unclear rights in acquired agreements or in relation to acquired assets and poor records or internal controls. In addition, integrating any potential new acquisitions may require significant initial cash investments and present significant costs, which may result in changes in our capital structure, including the incurrence of additional indebtedness, tax liabilities or regulatory fines. The process of integrating businesses may be disruptive to our operations and may cause an interruption of, or a loss of momentum in, such businesses or a decrease in our operating results as a result of costs, challenges, difficulties or risks, including: realizing economies of scale in interconnection, programming and network operations; eliminating duplicative overhead expenses; integrating personnel, networks, financial and operational systems; unforeseen legal, regulatory, contractual and other issues; unforeseen challenges from operating in new geographic areas; and the diversion of management's attention from our day-to-day business as a result of the need to deal with the foregoing challenges, disruptions and difficulties.

Furthermore, even if we are successful in integrating our existing and new businesses, expected synergies and cost savings may not materialize as anticipated or at all, resulting in lower-than-expected profit margins. There is no assurance that we will be successful in acquiring new businesses or realizing any of the anticipated benefits of the companies that we may acquire in the future. If we undertake acquisitions but do not realize these benefits, it could have a material adverse effect on our business, prospects, results of operations or financial condition.

Additionally, our changing geographic footprint involves a number of risks, including changes in the political, economic, regulatory, tax and/or social environment that could jeopardize profit forecasts prepared when we originally made our expansion decision, which would therefore adversely affect our return on investments. We cannot guarantee that we will be able to develop our business in new markets or geographies in line with our plans or that we will be able to fully recover amounts invested to develop our networks and services. Similarly, we can give no assurance that the deployment of our services in new markets will be successful, in view of the competition from other operators or players already present in those countries, or for any other reason. In particular, in relation

to our recent investments in Portugal and Belgium, we have limited experience operating in these geographies and there can be no assurance that we will be successful in adapting to the demands of relevant markets and realize the contemplated benefits from growth and expansion in new areas of business.

Any acquisition we undertake or have undertaken may be subject to regulatory approval or review by competition authorities which could delay, limit or prevent its completion or could prevent us from realizing the benefits from any such acquisition following its completion.

Any acquisition we may undertake in the future may require the approval of governmental authorities (both at national and European levels), which could block, impose conditions on, or delay the process and which could result in a failure on our part to proceed with announced transactions on a timely basis or at all. Our previous acquisitions, including recent acquisitions, are or may become subject to review by competition authorities within the relevant jurisdictions. For example, the TKRM Business and Assets Acquisition, which we completed in October 2025, required a lengthy and complex approval process before the Romanian Competition Council (the "RCC"), the Romanian Foreign Direct Investment Commission, as well as ANCOM. See "Overview-Recent Developments- TKRM Business and Assets Acquisition."

Such competition authorities may take the position that merger control filings were required and/or impose commitments (as was the case with respect to the RCC approval of the TKRM Business and Assets Acquisition), and should we fail to meet such requirements or commitments in a timely manner, the relevant governmental authority may impose fines and, if in connection with a merger transaction, may require corrective measures, such as mandatory disposition of assets, divestiture of operations or unwinding of the transactions. Any risks associated with regulatory oversight of completed or future acquisitions could have a significant negative impact on our business, prospects, results of operations or financial condition.

Our growth and expansion in new areas of business or new markets may make it difficult to obtain adequate operational and managerial resources, thus restricting our ability to expand our operations.

We have experienced substantial growth in a relatively short period of time expanding into new areas of business or new geographies, and our business may continue to grow in the future. For example, in 2024 we launched our fixed and mobile offerings in Portugal and launched commercial operations in Belgium.

The operational complexity of our business and the responsibilities of our management have increased as a result of this growth, placing significant strain on the relatively limited resources of our senior management. We will need to continue to improve our operational and financial systems and managerial controls and procedures to keep pace with our growth. We will also have to maintain close coordination among our logistical, technical, accounting, finance, marketing and sales personnel. Managing our growth will require, among other things:

the ability to integrate new acquisitions into our operations;

continued development of financial and management controls and IT systems and their implementation in newly acquired businesses;

the ability to manage increased marketing activities;

hiring and training new personnel;

the ability to adapt to changes in the markets in which we operate, including changes in legislation;

the ability to successfully deal with new regulators and regulatory regimes; and

the ability to manage additional taxes, increased competition and address the increased demand for our services.

An inability to ensure appropriate operational and managerial resources and to successfully manage our growth could have a material adverse effect on our business, prospects, results of operations or financial condition.

We may be unable to attract and retain key personnel, directors, managers, employees and other individuals without whom we may not be able to manage our business effectively.

We depend on the availability and continued service of a relatively small number of key managers, employees and other individuals, including our founder and President of the Company's Board of Directors, Mr. Zoltán Teszári, Directors of the Company and Digi Romania and the Group's senior management. These key individuals are heavily involved in the daily operation of our business and are, at the same time, required to make strategic decisions, ensure their implementation and manage and supervise our development. The loss of any of these key individuals could significantly impede our financial plans, product development, network expansion, marketing and other plans, which could in turn affect our ability to comply with the covenants under the Notes and our existing credit facilities. In particular, Mr. Teszári's continued involvement in the strategic oversight of the Group is key for our continued development and competitive position. In addition, competition for qualified

executives in the telecommunications industry in the markets in which we operate is intense. Our future operating results depend, in significant part, upon the continued contributions of our existing management and our ability to expand our senior management team by adding highly skilled new members, who may be difficult to identify and recruit. If any of our senior executives or other key individuals cease their employment or engagement with us, our business, prospects, results of operation or financial condition could be materially adversely affected.

We are subject to transactional currency risks associated with exchange rate fluctuations.

For the twelve months ended 31 December 2025, we generated approximately 53.5% of total revenues in Romanian leu (including approximately 30.1% of revenues collected in Romanian leu, but denominated in euros). As at 31 December 2025, we had €1,419.2 million of gross exposure denominated in euros and €59.5 million denominated in U.S. dollars of gross exposure in respect of loans and borrowings, bank overdraft, lease liabilities and trade and other payables, compared to €1,236.6 million and €68.4 million denominated in U.S. dollars, respectively, as at 31 December 2024. Our euro obligations principally relate to outstanding financial debt, and our exposure to the U.S. dollar primarily relates to purchases of content for our pay TV business. A significant depreciation of the Romanian leu relative to the euro and, to a lesser extent, the U.S. dollar, could have a material adverse effect on our business, prospects, results of operations or financial condition.

In particular, our ability to repay or refinance our euro-denominated financial indebtedness could be adversely impacted by a significant depreciation of the Romanian leu relative to the euro. In this respect, from 1 January 2022, to 31 December 2025, the Romanian leu declined by approximately 3.1% in total relative to the euro. It could also result in a breach of financial covenants under our existing credit facilities, thereby requiring us to seek waivers from relevant creditors or causing the acceleration of such indebtedness. In addition, it could make it more difficult for us to comply with incurrence covenants applicable under the Notes.

In accordance with our historical approach, we may hedge the interest payments and/or repayments of the whole or a portion of the principal amount of our financial indebtedness. However, any hedging arrangements we enter into may not adequately offset the risks of foreign exchange rate fluctuations and may result in losses. In addition, further depreciation of the Romanian leu relative to the euro and the U.S. dollar could require us to offset the impact of such exchange rate fluctuations by price increases for customers in Romania that are invoiced in Romanian leu, which could cause a reduction in the number of RGUs and could have a material adverse effect on our business, prospects, results of operations or financial condition. See also "Management's Discussion and Analysis of Financial Condition and Results of Operations-Trends and Other Key Factors Impacting Our Results of Operations-Exchange rates-Liabilities denominated in euros and U.S. Dollar."

Any significant depreciation of the Romanian leu relative to the euro could also markedly reduce our consolidated financial results, which are reported in euros (see "-We are subject to currency translation risks associated with exchange rate fluctuations").

We are subject to currency translation risks associated with exchange rate fluctuations.

Our Financial Statements are presented in euros. However, a significant portion of our revenues and expenses are denominated in the Romanian leu and are translated into euros at the applicable exchange rates for inclusion in our consolidated Financial Statements. In addition, some of our borrowings and their related interest payments, as well as other assets and liabilities, are denominated in currencies other than the euro, which also require translation into euros at the applicable exchange rates when we prepare our consolidated Financial Statements. Therefore, we are exposed to fluctuations in exchange rates when converting non-euro amounts into euro for reporting purposes. Any fluctuation in the value of the Romanian leu against the euro may affect the value of our revenues, costs, assets and liabilities as stated in our consolidated Financial Statements, which may in turn affect our reported financial condition and results of operations in a given reporting period.

The Romanian Leu can be subject to high volatility.

The Romanian leu is subject to a managed-variable exchange rate regime, whereby its value against foreign currencies is determined in the interbank foreign exchange market. The monetary policy of the NBR is inflation-targeting. The managed-variable exchange rate regime is in line with using inflation targets as a nominal anchor for monetary policy and allowing for a flexible policy response to unpredicted shocks likely to affect the economy. The NBR does not target any level or range for the exchange rate. The ability of the NBR to limit volatility of the Romanian leu is contingent on a number of economic and political factors, including the availability of foreign currency reserves and foreign direct investment inflows, as well as developments in market sentiment and investors' risk aversion.

Any changes to global investors' perceptions of Romanian or global economic prospects may lead to further depreciation of the Romanian leu. A significant depreciation of the Romanian leu could adversely affect the

country's economic and financial position. Any higher-than-expected inflation resulting from the depreciation of the Leu could lead to a reduction in customer purchasing power and erosion of customer confidence, which may have a material adverse effect on our business, operational results and financial position. See "-We are subject to transactional currency risks associated with exchange rate fluctuations" and "-We are subject to currency translation risks associated with exchange rate fluctuations."

A systems failure or shutdown in our networks may occur.

Our cable TV, fixed internet and data and fixed-line telephony services are carried through our transmission networks composed primarily of fiber-optic cables. Our mobile telecommunication services share the backbone of the same fixed infrastructure and are provided via approximately 9,600 and 4,600 mobile network base stations in Romania and Portugal, respectively. Furthermore, our information technology system comprises numerous intra-linked systems that are periodically updated, upgraded, enhanced and integrated with new systems. Failure to maintain or update these systems, particularly where updates may be required to support new or expanded products or services, could result in their inability to support or expand our business, as it is dependent on the continued and uninterrupted performance of our network. Our ability to deliver services may be subject to disruptions of our systems from communications failures that may be caused by, among other things, computer viruses, power failures, natural disasters, software flaws, transmission cable cuts, sabotage, acts of terrorism, cyberattacks, vandalism, and unauthorized access. These threats may derive from human errors, fraud or malice on the part of our employees, third party service providers, or third parties, or may result from accidental technology failure. Any such disruption or other damage that affects our network could result in substantial losses, for which we are not adequately covered by our existing insurance policies. Disaster recovery, security (including cybersecurity) and service continuity protection measures that we have undertaken or may in the future undertake, and our monitoring of network performance, may be insufficient to prevent losses. Our network may be susceptible to increased network disturbances and technological problems, and such difficulties may increase over time. Such disruptions may affect our provision of new or existing services and reputation, leading to costly repairs and loss of customers. For so long as any such disruption continues, our revenues could be significantly impacted, which in turn could have a material adverse effect on our operating cash flows, business, prospects, results of operations or financial condition.

If we do not maintain or improve our reputation for the quality of our service, our ability to attract new customers and retain existing customers may be harmed.

Our ability to retain customers and to attract new customers depends in part on our brand recognition and our reputation for the quality of our service. Our reputation and brand may be harmed if we encounter difficulties in the provision of new or existing services, whether due to technical faults, lack of necessary equipment, changes to our traditional product offerings, financial difficulties, or for any other reason. Damage to our reputation and brand could have a material adverse effect on our business, prospects, results of operations or financial condition.

If we cannot acquire or retain content or programming rights or do so at competitive prices, we may not be able to retain or increase our customer base in Romania and our costs of operations may increase.

The success of our business in Romania depends on, among other things, the quality and variety of the television programming delivered to the customers of our pay TV business. We depend substantially on third parties to provide us with programming TV content and we license rights to broadcast certain high interest sports events and movies on our own premium channels in Romania. Our programming agreements generally have terms ranging from one to five years (including options to extend) and contain various renewal, cancellation and annual price adjustment provisions. No assurance can be provided that we will succeed in renewing our rights for content upon the expiry of currently applicable contractual terms on competitive terms or at all. If we fail to negotiate or renegotiate programming agreements for popular content on satisfactory terms or at all, we may not be able to offer a compelling and popular product to our customers at a price they are willing to pay.

Generally, our programming agreements may be terminated if we fail to make any of our payments or breach our obligations to keep our transmission signal secure or within agreed technical parameters and we fail to address any such breaches within a certain time period, typically between 10 and 30 days.

The ability to broadcast certain sports competitions, especially football matches, is integral to our ability to attract and retain customers in Romania. We currently hold rights to broadcast some of the most popular competitions in our countries of operation, such as the Romanian Football Super League, UEFA Champions League, UEFA Europa League and UEFA Conference League. However, no assurance can be provided that we will succeed in acquiring new or renewing existing broadcasting rights upon the expiration of the underlying contracts.

We believe that in order to compete successfully, we must continue to obtain attractive content and deliver it to our customers at competitive prices. When we offer new content, or upon the expiry of existing programming agreements or broadcast licenses, our content suppliers may decide to increase the rates they charge for content or they may opt out of the "must carry" (free-to-air regime) and start charging for the retransmission of their channels by us, thereby increasing our operating costs. In addition, some of the channels we broadcast in Romania are subject to "must carry" rules, meaning that the content suppliers have opted to make them available free of charge, which, under certain conditions, creates an obligation for us to include them in our cable TV package. If some or all of the main channels we carry in Romania on the "must carry" basis opted out of this regime, we may have to pay for their retransmission or discontinue the transmission of such channels as part of our services, which may lead to increases in costs or potential customer churn. Increases in programming fees or license fees or changes in the way programming fees or license fees are calculated could force us to increase our subscription rates, which in turn could cause customers to terminate their subscriptions or lead potential new customers to refrain from subscribing. In addition, if we were to breach the terms of the applicable agreements, the license content providers could decide to withhold certain content or we could lose the right to retransmit certain programs or broadcast certain competitions. Also, program providers and broadcasters may elect to distribute their programming through other distribution platforms, such as Internet-based platforms, or may enter into exclusive arrangements with other distributors. If we cannot pass on any increased programming or license fees to our customers, or if we lose rights to transmit certain programming or broadcast certain competitions, it could have a material adverse effect on our reputation, competitive position, business, prospects, results of operations or financial condition.

Our business strategy may cause our ARPU figures to decrease.

Our customer base is spread across both urban and rural areas. As we further expand into less affluent demographic segments of our geographic markets, our ARPU figures may decline depending upon changes in our mix of customers and the prices at which our packages are offered. Further, the reported ARPU from our Romanian operations may be affected by fluctuations in the exchange rates of the Romanian leu. See "-We are subject to currency translation risks associated with exchange rate fluctuations."

A material decrease in ARPU from current levels could have a material adverse effect on our business, prospects, results of operations or financial condition.

We may fail to manage customer churn.

Pay TV, fixed broadband, fixed-line telephony and mobile telecommunication services industries all experience customer churn, which could increase as a result of, among other things:

the availability of competing services, some of which may be less expensive or technologically superior or complementary to those offered by us or offer content or features that we do not offer;

customers moving to areas where we do not or cannot offer services;

customer dissatisfaction with the quality of our customer service, including billing errors;

negative perception of our ability to continue to provide services required by our customers;

interruptions in the delivery of services to customers over our network and poor fault management; and

customers choosing to discontinue a certain service without replacing it with an equivalent service provided by us or our competitors.

We believe that our churn levels are in line with those of our principal competitors in our core markets. In addition, we focus on growth in total number of RGUs, ARPU, revenues, EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin as key indicators of our performance, rather than churn. However, our inability to control customer churn, particularly in relation to our DTH and fixed-telephony services, as a result of any of the above factors can lead to a reduction in revenues and RGUs or increased costs to retain customers, which could have a material adverse effect on our business, prospects, results of operations or financial condition.

Our insurance may not cover all potential losses, liabilities and damage related to our business and certain risks are uninsured or are not insurable.

We maintain an insurance policy in respect of our critical communications equipment in data centers in Bucharest and certain key network nodes throughout Romania for the services we provide, including our up-link facilities in Bucharest. This insurance policy has an aggregate coverage of up to approximately €16.4 million equivalent as at 31 December 2025. We also maintain civil liability insurance policies and property damage insurance policies for our car fleet. We can provide no assurance that insurance will continue to be available to us on commercially reasonable terms or at all. Our insurance may not be adequate to cover all our potential losses or liabilities. At present, we have no coverage for business interruption or loss of key management personnel and a substantial proportion of our assets are not insured. In particular, we do not have any insurance policies for business

interruptions in Spain, Portugal or Belgium. Should a significant event affect one of our facilities or networks, we could experience substantial property loss and significant disruptions in the provision of our services, for which we would not be compensated. Additionally, depending on the severity of the property damage, we may not be able to rebuild damaged property in a timely manner or at all. We do not maintain separate funds or otherwise set aside reserves for these types of events. Any such loss or third-party claim for damages could have a material adverse effect on our business, prospects, results of operations or financial condition.

Our business relies on sophisticated billing and credit control systems, and any problems with these systems could disrupt our operations.

Sophisticated billing and credit control systems are critical to our ability to increase revenue streams, avoid revenue losses, monitor costs and potential credit problems and bill our customers properly and in a timely manner. New technologies and applications are expected to increase customers' expectations and to create increasing demands on billing and credit control systems. Any damage, delay or interruptions in our systems or failure of servers or backup servers that are used for our billing and credit control systems could disrupt our operations, and this, in turn, could have a material adverse effect on our reputation, business, prospects, results of operations or financial condition.

Our business relies on hardware, software, commodities and services supplied by third parties. Our access to such products and services may be discontinued or reduced for a number of reasons, including because these suppliers may choose to discontinue their products or services, seek to charge us prices that are not competitive, choose not to renew contracts with us, or become unable to manufacture or deliver their products to us.

We have important relationships with certain suppliers of hardware, software and services (such as ECI, Ericsson, Wuhan Fiberhome, Huawei, Kaon, Nagravision, Nokia and ZTE). These suppliers may, among other things, extend delivery times, supply unreliable equipment, raise prices and limit or discontinue supply due to their own shortages, business requirements, regulatory intervention, changes in trade policies or otherwise. Conversely, we may ourselves need to discontinue or reduce the use of products and services from particular suppliers due to similar or other reasons, including with limited notice.

In addition, some of our suppliers have been and may in the future be affected by restrictions imposed by certain countries as a result of trade disputes and/or state security considerations or otherwise become unable to manufacture or deliver their products and services, including (but not limited to) due to health crisis, natural disasters, wars, scarcity of materials or components (such as semiconductors), or other factors. For example, between 2020 and 2022, the combination of several crisis, including the COVID-19 pandemic and the armed conflict in Ukraine, put a strain on semiconductor productions, and as a result we encountered supply difficulties for CPE. Tensions between Taiwan and China also continue to pose a risk for the semiconductor market in view of Europe's dependence on Asia for its supplies, and the recent events in the Middle East, resulting in difficulties to access the Suez Canal have put pressure on our ability to purchase equipment and components. We are also exposed to the risks related to the rising or otherwise volatile raw material prices, which can lead to reduced profit margins and require operational adjustments to maintain competitiveness in the market.

Although we are not entirely dependent on hardware, software and services supplied by particular suppliers, in many cases we have made substantial investments in the equipment or software of a certain supplier. This makes it difficult for us to find replacement suppliers quickly in the event that a supplier refuses to offer us favorable prices, ceases to produce the equipment we use or fails to provide the support we require. In the event that hardware or software products or related services are defective, or if the suppliers are insolvent, it may be difficult or impossible to enforce claims against them, in whole or in part. Should we be required to change a supplier, it may be that the particular products or services provided are difficult and/or time consuming to replace or that we have to incur additional costs in making the change or are unable to fully replicate the desired functionality. The occurrence of any of these risks may create technical problems, damage our reputation, result in the loss of customers and could have a material adverse effect on our business, prospects, results of operations or financial condition. Further, our contractual obligations to customers may exceed the scope of the warranties we have obtained from suppliers.

We are also exposed to risks associated with the potential financial instability and business continuity issues of our suppliers. If our suppliers were to discontinue certain products, were unable to provide equipment to meet our specifications or interrupt the provision of equipment or services to us, whether as a result of bankruptcy, regulatory actions, court decisions or otherwise and if we were unable to procure satisfactory substitutes, it could have a material adverse effect on our business, results of operations or financial condition.

Our business relies on third-party licenses and other intellectual property arrangements.

We rely on third-party licenses and other intellectual property arrangements to enable us to carry on our business. Network elements and telecommunications equipment including hardware, software and firmware deployed on our network are licensed or purchased from various third parties, including from vendors holding the intellectual property rights to use these elements and equipment. Although these agreements provide warranties, indemnities and the right of termination in the event of any breach or threatened breach of any intellectual property rights, no assurance can be provided that competitors or other third parties will not challenge or circumvent the intellectual property rights we own or license or that the relevant intellectual property rights are valid, enforceable or sufficiently broad to protect our interest or will provide us with any competitive advantage. In addition, certain license holders are entitled to control our compliance with the underlying license arrangements and no assurance can be provided that we will be able to satisfy their requirements at all times. Any resulting loss, withdrawal or suspension of those intellectual property rights could result in a significant increase in our costs or otherwise have a material adverse effect on our business, prospects, results of operations or financial condition.

Our ability to provide commercially viable services depends, in part, upon interconnection, roaming, spectrum sharing and MVNO arrangements with other operators and third-party network providers and on the impact of local and EU-wide interconnection and roaming regulations.

Our ability to provide commercially viable mobile and fixed-line telecommunication services depends, in part, upon interconnection, spectrum sharing, roaming and MVNO arrangements with other operators. In particular, we are dependent, in certain regions, on interconnection with our competitors' mobile and fixed-line networks and the associated infrastructure for the successful operation of our business. Our roaming, spectrum sharing and MVNO agreements include certain deployment or maintenance undertakings by our counterparties in relation to the establishment of specific numbers of sites and the maintenance of lines. Therefore, we rely on third parties to invest in the maintenance and growth of their networks and to provide a reliable and high-quality service to us. Should such third parties fail, for any reason, to proceed with such development or maintenance, or should such measures be delayed, it could have a material adverse effect on our business, prospects, financial condition or results of operations.

For instance, in Spain we provide mobile telecommunication services as an MNO through the Spanish National Roaming Agreement and the Spanish RAN Sharing and Spectrum Sharing Agreement with Telefónica. We partially financed the roll-out of our FTTH network in Spain through partnerships with third parties. In particular, we developed our network in Andalucia through a partnership with Aberdeen and, as a consequence, our FTTH network in Andalucia is owned by DIGI Andalucia, a subsidiary in which DIGI Spain holds 50% plus one share (the rest being held by an investment vehicle controlled by Aberdeen). Additionally, while we sold the SOTA Network to a consortium led by Macquarie Capital, DIGI Spain is responsible for the maintenance of the SOTA Network and is currently its main customer. In Portugal, Italy and Belgium, our services are provided based on MVNO agreements concluded with MEO, Vodafone and Proximus.

In Romania, Spain, Portugal, Italy and Belgium price caps apply on the interconnection charges that all telecommunications operators, including us, may charge, pursuant to the applicable EU regulations, which set a single maximum EU-wide mobile and fixed voice termination rate. In addition, Regulation (EU) No. 2022/612 on roaming on public mobile communications networks within the European Union ("EU Roaming Regulation") requires mobile communications providers within the European Union to ensure that their customers could continue using their service while travelling to a different EU country, as if they were using it in their home jurisdiction (also known as the "roam like at home" rule), save for paying wholesale charges to the relevant service provider.

There can be no assurance that interconnection, roaming, spectrum sharing, MVNO, RAN sharing or infrastructure access agreements will be easy to agree, that we will be able to renew these agreements on commercially acceptable terms, that they will not be terminated, that the counterparties will not default under these agreements, or that ANCOM, other national regulators, or the European Commission will not take any action that could materially adversely affect our operations. If we fail to maintain these agreements on commercially acceptable terms, or if there are any difficulties or delays in interconnecting with other networks and services, or a failure of any operator to provide reliable roaming, MVNO, RAN sharing or infrastructure access agreements services to us on a consistent basis, this could have a material adverse effect on our business, prospects, results of operations or financial condition.

Customer data is an important part of our daily business and leakage of such data may violate laws and regulations and negatively impact the trust of our customers. Any such data security breach, as well as any other failure to fully comply with applicable data protection legislation could result in fines, reputational damage and customer churn.

We collect, store and use in our operations data, which may be protected by data protection laws. Although we take precautions to protect customer data in accordance with the applicable privacy requirements and information security laws, regulations and practices, it is possible that we may be exposed to cyberattacks or that customer data is otherwise leaked in the future.

The telecommunications sector has become increasingly digitalized, automated and online-based in recent years, increasing our exposure to risks of unauthorized or unintended data release through hacking and general information technology system failures. Unanticipated information technology problems, system failures, computer viruses, intentional/unintentional misuses, hacker attacks or unauthorized access to our network or other failures could result in a failure to maintain and protect customer data in accordance with applicable regulations and requirements and could affect the quality of our services, compromise the confidentiality of our customer data or cause service interruptions, and may result in the imposition of fines and other penalties.

We are committed to complying with all legal requirements related to data protection, as well as adhering to the guidance and opinions issued by the European Data Protection Board and relevant European case law. However, the interpretation of these requirements ultimately lies with the local authorities in the countries where we operate. As a result, we cannot guarantee that the measures we have implemented-or those we plan to implement-will fully align with how these authorities interpret the obligations set out under the European data protection laws. See also "-Risk Relating to Legal and Regulatory Matters and Litigation-We are subject to local and EU-wide laws and regulations relating to processing and transfer of personal data."

Any suspension, downgrade or withdrawal of our credit ratings by an international rating agency could have a negative impact on our business.

The corporate rating of the Company and its subsidiaries is BB- by S&P and BB (stable outlook) by Fitch. The Notes are rated BB- by S&P and BB+ by Fitch. Any adverse revisions to our corporate credit ratings noted above by S&P, Fitch or any other international rating agency may adversely impact the credit rating of our existing indebtedness (including the Notes), our ability to raise additional financing and the interest rates and other commercial terms, under which such additional financing is available. This could jeopardize our ability to obtain financing for capital expenditures and to refinance or service our indebtedness, which could have a material adverse effect on our business, prospects, results of operations or financial condition.

Concerns about health risks relating to the use of mobile handsets or the location of mobile telecommunication towers may materially adversely affect the prospects of our mobile telecommunication services business.

Media and other reports have linked radio-frequency emissions from mobile handsets and mobile telecommunication towers to various health concerns, including cancer, and interference with various electronic medical devices, including hearing aids and pacemakers. In particular, in May 2011, the World Health Organization classified radiofrequency electromagnetic fields as potentially carcinogenic to humans based on an increased risk for adverse health effects associated with wireless phone use. In addition, certain media have speculated that health risks may be intensified by 5G networks/technology, although no conclusive studies proving any negative impact have been published to date. Concerns over radio frequency emissions may discourage the use of mobile handsets or may create difficulties in the procurement of tower sites for our mobile telecommunication business, which could have a material adverse effect on the prospects of such business.

If there is sound scientific evidence of a link between radio frequency emissions and health concerns or if concerns about such health risks increase in countries in which we do business, the prospects and results of operations of our mobile telecommunication services business could be materially adversely affected. In addition, the actual or perceived health risks associated with electromagnetic radio emissions and wireless communications devices and antennas and the resulting costs and lowered usage, as well as any related potential new regulatory measures could have a material adverse effect on our business, prospects, results of operations or financial condition.

We may be unable to use Intelsat's and Telenor's satellites to broadcast our DTH services and may fail to find a commercially acceptable alternative in a reasonable amount of time.

We currently broadcast programming for our DTH services using five transponders, of which two are located on a satellite operated by Intelsat Global Sales & Marketing Ltd ("Intelsat") and three are leased through Intelsat

on a Telenor satellite and use an additional transponder for transmitting non-DTH signals. Our current lease arrangement with Intelsat covering both sets of transponders is effective until 30 April 2026. There can be no assurance that an extension of the term of this arrangement can be agreed on similar financial terms after 30 April 2026 or that we will not have to find alternative providers. As DTH is a competitive, price-sensitive business, we may not be able to pass an increase in satellite transmission costs, in whole or in part, to our DTH customers.

Satellite broadcasts may also be disrupted for various reasons. Furthermore, the amount of satellite capacity that we are able to obtain is limited by the amount of efficient transmission spectrum allocated by the relevant national, regional and international regulatory bodies of the satellite operators that provide satellite coverage over our areas of operations. Intelsat is not contractually obligated to increase the satellite capacity it makes available to us.

Should the satellites we use significantly deteriorate, or become unavailable for regulatory or any other reason, we may not be able to secure replacement capacity on an alternative satellite on a timely basis or at the same or similar cost or quality. Our ability to recoup losses related to service failures from Intelsat may also be limited. Even if alternative capacity were available on other satellites, the replacement satellites may need to be repositioned in order to be co-located with the satellites we currently use. If it is not possible to co-locate replacement satellites, we would be required to repoint all our existing customers' receiving dishes to enable them to receive our signal. Accurate repointing requires specialist tools and expertise, and we believe that there could be substantial costs of repointing all of our existing subscribers' receiving dishes in the event the satellite networks we currently use fail. Moreover, the time needed to repoint our dishes to alternative satellites would vary depending on the market. Accordingly, the inability to use Intelsat's or Telenor's satellites or otherwise to obtain access to sufficient levels of satellite bandwidth on a timely basis and at commercially acceptable prices, or any system failure, accident or security breach that causes interruptions in our operations on the satellite networks we use could impair our ability to provide services to our customers and could have a material adverse effect on our business, prospects, results of operations or financial condition.

Some of our employees are unionized. Failure to sustain a good working relationship with employee representatives, including workers' unions, could harm our business.

Some of our employees are members of trade unions and/or are represented by workers' representatives. In particular, our employees in Spain are members of trade unions in multiple cities and adhere to collective bargaining agreements. Similarly, our employees in Belgium are represented by workers' representatives in accordance with Belgian law. In Romania, the employees that are being transferred to the Group as part of the TKRM Business and Assets Acquisitions are also party to a collective bargaining agreement. When current collective agreements expire or agreements must be re-negotiated, we may not be able to conclude new agreements on terms and conditions that we consider to be reasonable, or without work stoppages, strikes or similar industrial action, or at all. For example, as a result of our subsidiary in Spain adhering to collective bargaining agreements at national level, less than 2% of its employees have planned and carried out a few isolated strikes which affected our operations in limited areas. The collective bargaining agreements that apply to us impose certain obligations and restrictions on us that may adversely affect our flexibility to undertake adjustments to our workforce, restructurings, reorganizations and similar corporate actions in a timely manner or at all. Moreover, any restructuring or reorganizational measures that we succeed in carrying out may strain relations with employees and their representatives. This may in turn make it more difficult for us to subsequently negotiate, renew or extend collective agreements in a favorable and timely manner. Such actions, and the negotiation of new collective bargaining agreements, could result in delays in our ability to serve our customers in a timely manner or disrupt our operations and make it more costly to operate our business, any of which could have a material adverse effect on our business, prospects, results of operations or financial condition.

Failure to comply with health and safety policies could lead to serious work related accidents, material claims, or fines for our workforce, which could have a material adverse effect on our reputation and business.

Our employees are subject to the risk of injuries while working on our infrastructure, including the risk of fall from ladders, fall from poles, pole breaks and incidents when working alone. Any serious accident, material claim or fine in connection with any such incident could have a material adverse effect on our business, financial condition and results of operations.

Risks Relating to Legal and Regulatory Matters and Litigation

Failure to comply with anti-corruption or money laundering laws, or allegations thereof, could have a material adverse effect on our reputation and business.

While we are committed to doing business in accordance with applicable anti-corruption and money laundering laws, we face the risk that members of the Group or their respective officers, directors, employees, agents or business partners may take actions or have interactions with persons that violate such laws, and may face allegations that they have violated such laws. In general, if we are alleged or found to have violated applicable anti-corruption or money laundering laws in any matter, any such allegations or violation may have a material adverse effect on our reputation and business, including, among others, application of criminal sanctions against us or our officers or employees, disgorgement of property, termination of existing commercial arrangements, our exclusion from further public or private tenders, as well as affect our ability to comply with certain covenants under our existing indebtedness.

For example, DIGI Romania and several former and current directors and officers of the Group (including Mr. Serghei Bulgac) are defendants in criminal proceedings in Romania in relation to the investigation conducted by the Romanian National Anti-Corruption Agency ("DNA") into alleged bribery and money laundering in connection with our entry into a joint venture with Bodu S.R.L. in 2009 and certain subsequent transactions. The joint venture related to an events hall in Bucharest. At the time of our original investment, Bodu S.R.L. was owned by Mr. Bogdan Dragomir, a son of Mr. Dumitru Dragomir, who served as the President of the Romanian Professional Football League (the "PFL"). The DNA's original enquiry (that followed allegations by Antenna Group that unlawful bribes had been advanced to Mr. Dumitru Dragomir) centered around the €3.1 million investment that we made into the JV from 2009 to 2011. The DNA's subsequent money laundering enquiry related to later transactions entered into with Bodu S.R.L in 2015 and 2016, through which we ultimately acquired the sole ownership of the events hall. We undertook those transactions in order to ensure continuity of our business in relation to the events hall and recover our original investment. However, the DNA alleged that these were attempts to conceal unlawful bribes.

On 25 November 2025, the Bucharest Court of Appeal issued a decision acquitting Digi Romania, its current and former directors, as well as the other parties involved in the criminal case which was the subject matter of the investigation conducted by the DNA. The court found that all defendants must be acquitted, as the criminal acts they had been accused of do not exist. At the same time, the court ordered the termination of the seizure measure initially imposed by the DNA on Digi Romania's assets. Digi Romania has consistently stated that the accusations brought against it were unfounded and the court's decision confirms its constant position regarding this litigation. The decision of the Bucharest Court of Appeal is not final, as it was issued at first instance upon retrial and has been already appealed by the DNA and the next court term is established for 6 May 2026.

We continue to deny any allegations against Digi Romania, Integrasoft S.R.L. or any of our or their current or former officers or employees in relation to this matter and believe that they at all times acted in compliance with applicable law. Additionally, we believe that all criminal offences for which Digi Romania and/or Integrasoft

S.R.L. and/or current or former members of our management have been charged have become time-barred, which should preclude all criminal liability of such persons and limiting Digi Romania's exposure to the approximately

€4 million of non-time barred monetary charges.

However, if as a result of the appeal against the decision in the first instance of the Bucharest Court of Appeal filled by DNA is admitted, and Digi Romania or Integrasoft S.R.L. are convicted, our ability to participate in public tenders in Romania may be impeded (for example, if the terms of such tenders specifically prohibit legal entities with a criminal record to participate). In addition, even while the decision on the re-trial is not yet final, it cannot be excluded that these proceedings could result in increased scrutiny of our operations and adversely impact perceptions of us (including as to the effectiveness of our compliance policies and procedures). If any of this were to occur, our relationships with governmental authorities, commercial partners or lenders and our perceived attractiveness as a licensee or commercial counterparty may deteriorate, which, among other things, may impair our ability to renew or sustain existing material arrangements with such governmental authorities or counterparties or to enter into new commercially desirable arrangements.

We have been, are and may continue to be subject to competition law investigations and claims.

We have been in the past, are and may continue to be the subject of claims regarding alleged anticompetitive behavior on the markets of the jurisdictions where we operate to restrict competition and limit consumer choice.

The telecommunications and media sectors are under constant scrutiny by national competition regulators in the countries in which we operate and by the European Commission. Sector inquiries are one of the methods

that the regulators use to evaluate the competitive landscape. These sector inquiries are not targeted at particular companies and are concluded with reports describing the markets analyzed and including recommendations for better market functioning. Although competition authorities cannot apply fines as a result of sector inquiry proceedings for anticompetitive conduct, they may decide to open new investigations targeted at particular companies, which may result in stricter scrutiny of our business and/or the imposition of fines or other sanctions. Additionally, the results of an inquiry could lead to lawsuits being brought by third parties. If we are deemed to hold significant market power, regulatory authorities may impose certain obligations to address competition concerns, including pursuant to the Commission Recommendation (EU) 2020/2245 of December 18, 2020 on relevant product and service markets within the electronic communications sector susceptible to ex ante regulation. No assurance can be given that we will not be identified as having anti-competitive market power in any relevant markets in the future (under current or proposed national or European legislation) and that we will not be subject to additional regulatory requirements.

Whether in the context of sector inquiries, antitrust investigations or in relation to requests for information, competition authorities may, from time to time, have different interpretations of our behavior in the relevant markets or of the clauses in the agreements that we enter into and construe them as potentially non-compliant with applicable competition legislation. As a result, we could be subject to fines, which may be significant, and/or other restrictive measures.

For example, in May 2025, the RCC opened an investigation into Digi Romania's alleged abuse of dominance in the retail markets for TV retransmission, fixed internet access, and fixed telephony services, with the alleged conduct dating back to at least 2015. The inquiry focuses on alleged exclusionary practices, including unfair trading conditions in the retail market for mobile telecommunications services, and targeted discounts or selective offers in markets where Digi Romania is dominant. The investigation is at an early stage, and any assessment of potential outcomes is uncertain. Antitrust investigations before the RCC typically take two to three years, depending on the complexity of the case.

We have fully cooperated with the relevant competition authorities in any past and current proceedings and intend to continue to do so if we are the subject of any future proceedings. There is no assurance that the RCC or any other relevant antitrust authority in our countries of operations will not conduct further investigations into our activities or, if they do, that they will not impose sanctions on us as a result of such investigations. Such sanctions may include fines of up to 1% of our total turnover in the year prior to the decision, if we fail to provide accurate and complete information to the relevant authority within the terms indicated by it or imposed by applicable law and up to 10% of our total turnover in the year prior to the decision per individual violation of competition law, which could have a material adverse effect on our business, prospects, results of operations or financial condition.

Failure to comply with existing laws and regulations or the findings of government inspections, or increased governmental regulation of our operations, could result in substantial fines, additional compliance costs or various other sanctions or court judgments.

Our operations and properties are subject to regulation by various government entities and agencies in connection with obtaining and renewing various licenses, permits, approvals and authorizations, as well as ongoing compliance with, among other things, telecommunications, audio-visual, energy, environmental, health and safety, labor, building and urban planning, construction standards, personal data protection and consumer protection laws, regulations and standards. Regulatory authorities exercise considerable discretion in matters of enforcement and interpretation of applicable laws, regulations and standards, the issuance and renewal of licenses, permits, approvals and authorizations and monitoring licensees' compliance with the terms thereof. We may sometimes disagree with the way legal provisions are interpreted or applied by regulators and we may, from time to time, challenge or contest regulatory decisions in the course of our business, which may affect our relations with regulators. The competent authorities in the countries where we carry out our activities have the right to, and frequently do, conduct periodic inspections of our operations and properties throughout the year. Any such future inspections may result in the conclusion that we have violated laws, decrees or regulations. We may be unable to refute any such conclusions or remedy the violations found. See also "We have been, are and may continue to be subject to competition law investigations and claims."

Moreover, regulatory authorities may, from time to time, decide to change their interpretation of the applicable legal or regulatory provisions, their policies or views of our businesses in ways that can significantly impact our operations. For instance, we are subject to certain obligations as an operator with significant market power in the market of access to fixed-line telephony and mobile telephony and, as our market share increases or market conditions change, we could become subject to significant additional restrictions in the future, such as having to comply with higher technical standards. Such restrictions may decrease or eliminate our competitive

advantage and could have a material adverse effect on our business, prospects, results of operations or financial condition. To the extent these restrictions are deemed to be insufficient and the relevant telecommunications regulator concludes that our market power is significant to the degree that there is no competition, we may even become subject to user tariff control measures.

For instance, in March 2025, the ANCOM published a draft decision designating Digi Romania as having significant market power in the market for local access at fixed points within a defined area encompassing 6,288 settlements in Romania, and proposing extensive wholesale access obligations. If adopted in the proposed form, the decision would require Digi Romania to provide third-party operators with non-discriminatory access to parts of its fixed access network, either through physical unbundling of the local loop or an equivalent virtual access solution, together with access to all associated facilities (including colocation), at fair and reasonable tariffs that preserve a sufficient retail-wholesale margin to enable an equally efficient competitor to offer retail services at equivalent fixed points. The draft decision also mandates publication of a detailed reference offer, stringent operational deadlines for provisioning and fault repair, and comprehensive transparency regarding network and processes, with ANCOM overseeing the adoption and update of the reference offer. Implementation of these measures could increase operational complexity, require investments in systems and processes, limit pricing and retail strategy flexibility, intensify competition within Digi Romania's retail footprint, and exert pressure on margins. In relation to such draft decision, the European Commission announced on 4 February 2026 that it has opened an in-depth investigation, indicating it has serious doubts as to the compatibility of the draft measure with EU law. At the end of the investigation period, the European Commission has lifted its reservations, enabling ANCOM to proceed with such regulatory measures.

Although the proposal has not been adopted and its final scope, timing, and terms may change or may not be enacted, we are subject to the risk that these obligations or materially similar obligations be imposed, and potentially expanded or adjusted over time, which could have a material adverse effect on our business, prospects, results of operation or financial condition.

Additionally, in connection with the TKRM Business and Assets Acquisition, the RCC's approval was subject to binding commitments that may limit Digi Romania's operational flexibility and impose additional costs and oversight. In particular, as part of these comments, Digi Romania shall: (i) integrate and actively use the acquired spectrum in accordance with the applicable license terms; (ii) maintain, for at least 36 months from closing and through their contractual terms, the existing co-location agreements between Orange and TKRM for the acquired mobile base stations on current commercial terms, and thereafter remain available to negotiate continuation under certain limited conditions; (iii) invest €25 million within 36 months from closing to improve mobile internet service quality and refrain from any intentional actions that could reduce the overall quality of 4G and 5G services; (iv) preserve, for at least 36 months from closing, the TKRM prepaid contracts on agreed commercial terms, limit price increases to exceptional objective circumstances, refrain from actively targeting those prepaid clients, and ensure the availability of prepaid mobile services to all interested clients for at least 36 months from the date of the decision; and (v) publish and submit to the RCC an updated MVNO wholesale offer. Failure to comply with these commitments could trigger regulatory scrutiny, sanctions, or remedial measures that may adversely affect Digi Romania's business, financial condition, and results of operations.

Because we are subject to a large number of changing regulatory requirements and market and regulatory practices, we may not be in compliance with certain requirements under telecommunications and media laws, consumer protection laws, personal data protection laws and regulations or regulatory decisions. For instance, in Romania, we have not always complied in a timely fashion with certain technical and administrative requirements, and the obligation that we pay our regulatory fees. We were in breach of certain technical obligations/parameters relating to our network and the provision of our services (e.g., level of noise/radiation above the threshold, poor TV signal in certain villages/towns, etc.), for which we have received warnings from ANCOM and small fines. We have generally remedied such breaches after receiving such sanctions from ANCOM, but we may be unable to remedy such breaches in the future (or do that in a timely fashion). In addition, from time to time, our satellite spectrum license may not cover some of our channels or up-link connections and our retransmission endorsements may not cover some of our channels or may cover certain channels that we are not currently broadcasting. See "Industry Regulation-Romania-Television and Radio Services-Licenses-Satellite Spectrum License." We may also, from time to time, not be in full compliance with our "must carry" obligations and may have differing interpretations of such obligations than the regulators. Our failure to comply with existing laws and regulations and the findings of government inspections may result in the imposition of fines or other sanctions on us by ANCOM or NACP. The current regulatory framework in force entitles ANCOM to impose fines of up to 10% of our total turnover in the year prior to ANCOM's decision in the event of repeated violations of regulatory obligations under current law in Romania. See "-Risks relating to investments in countries where we operate-

Any potential deterioration of the general internal economic, political and social conditions in Romania, our principal country of operation, or any adverse changes in the Romanian tax or regulatory environment, may not be offset by developments in other markets." Should ANCOM impose such fines for any actual or alleged violation, it could have a material adverse effect on our business, prospects, results of operations or financial condition. To the extent certain provisions in our agreements with individual customers in Romania are deemed unenforceable by ANCOM or NACP, a court may decide that such provisions are invalid and must be removed from such agreements and we may face minor administrative fines. In certain cases, some agreements may be terminated in full. See also "-We have been, are and may continue to be subject to competition law investigations and claims." While we are not aware of any relevant claims, there can be no assurance that no such claims will be filed in the future.

In addition, changes in applicable law, regulations, governing policy or the interpretation and application of existing law, regulations or policies could be inconsistent, not comprehensive or difficult to implement in a timely fashion or at all, all of which could adversely affect our business, financial condition and ability to introduce new products and services. For example, regulations relating to digital sovereignty and AI could impact our ability to offer services in this new area or make the provision of such services more costly.

It may be difficult for us to obtain all licenses, permits or other authorizations required to operate our existing network or any other required licenses, permits or other authorizations, and once obtained they may be amended, suspended or revoked or may not be renewed.

The operation of telecommunications networks and the provision of related services are regulated to varying degrees by European, national, state, regional or local governmental and/or regulatory authorities in the countries where we operate. Our existing operating licenses, concessions, licenses, permits, registrations, authorizations and agreements ("licenses") specify the services we can offer and the frequency spectrum we can utilize for mobile operations. Such licenses are subject to review, interpretation, modification or termination by the relevant authorities and the regulatory framework applicable to them may also be amended. There is no assurance that the relevant authorities will not take any action that could materially adversely affect our operations.

Our operating licenses are generally renewable upon expiration. However, there is no assurance that they will be renewed and their renewal may be conditional on a variety of factors, including the payment of fees and conditions relating to deployment and coverage. If we fail to renew any of our licenses, we may lose the ability to continue to operate the relevant business and the realizable value of our relevant network infrastructure and related assets may be materially adversely affected. Some of these licenses are particularly complicated and lengthy to obtain and may subject us to ongoing compliance obligations or entitle the relevant authority to terminate, revoke or alter them in the event of a change of control, default or to promote public interest. If we fail to comply with the requirements of the applicable legislation or if we fail to meet any of the terms of our licenses, we may be subject to fines or other sanctions and our licenses could be suspended or terminated, which would adversely affect our business and results of operations.

Further, the deployment of our networks requires obtaining access rights from various third parties, as well as various approvals or permits from European, national, state, regional or local governmental and/or regulatory authorities, particularly in relation to establishing base stations for our mobile telecommunication services. In addition, such approvals and permits may include building, construction and environmental permits, antenna and mast deployment approvals and various other planning permissions. Obtaining these access rights, approvals and permits can be a complex process and is often characterized by different practices and requirements at the various regulatory authorities which frequently results in inconsistent and bureaucratic processes and/or by varying demands of third parties from whom access rights are obtained. Moreover, in certain instances, applicable regulatory regime has deteriorated over time and otherwise may be not fully adapted to the requirements and realities of modern telecommunications business, while regulatory authorities have recently significantly intensified enforcement activities, including imposition of fines. Though we have a dedicated team tasked with obtaining the required access rights, licenses, permits and other authorizations, due to the inherent challenges of these regimes, we have experienced, and may continue to experience, difficulties in obtaining some of these access rights, approvals and permits, which has led us to operate (in full or in part) without necessary authorizations in some instances and may require us to exert considerable effort and incur considerable expenses in order to implement suitable alternatives or could result in fines or other penalties being imposed by regulators.

In addition, we rely on licenses to use frequency spectrum to offer our services. Spectrum auctions are infrequent and, since the allocation of frequency spectrum is controlled by the relevant governments in the jurisdictions where we operate, if additional frequency spectrum is required, it may not be possible or be prohibitively expensive to purchase additional spectrum via a public auction or a private sale. The emergence of

new and/or disruptive technologies and business models may also make frequency spectrum more difficult or expensive to obtain in the future.

Many components of our network are based on contracts, which may currently be undocumented or may be terminated or otherwise cancelled, and we may be required to move some of our networks, which may disrupt service and cause us to incur additional expenses.

In Romania, we currently provide our services through networks, which are mostly above-ground and for which we lease the right to use poles from electricity and public transportation companies. Market participants (us included) may not always be able to obtain or use the necessary permits for developing, building and completing networks in a timely manner or at all, and this may result in such networks (including mobile network base stations) not being fully authorized. Although current planning regulations allow above-ground infrastructure building in rural areas, the overall negative regulatory trend has pressured market participants to relocate existing above-ground networks to underground networks and may lead to further changes to network building practices, as well as to mandatory requirements to alter existing network locations, which can involve significant capital expenditure. We are moving our networks underground in cities where local authorities have granted us the required authorizations expediently or where the necessary infrastructure was already available. However, we may not always be in full compliance with obligations to move our networks underground or we may have different interpretations with respect to the imposition of such obligations by public authorities. If we were forced to place our above-ground networks underground pursuant to plans of authorities that contemplate impractical solutions, our costs for providing services may increase and our customer satisfaction may be adversely affected. In addition, if we are found not to be in compliance with such obligations, or otherwise in violation of restrictive covenants, easements or rights of way, we may face fines or service interruptions while we relocate our networks.

Certain agreements we entered into for the purpose of developing our networks, including the majority of leases of poles that support our above-ground fixed fiber optic networks, are with persons whose title thereto or authority or capacity to enter into such agreements were not fully verifiable or clear at the time, among other reasons, because of unclear and constantly changing legislation. In addition, certain agreements with third parties with respect to our network (including mobile network base stations) were not documented or executed in the authenticated form required by Romanian law and, as such, they, or the building permits obtained on the basis thereof, may be invalidated or easily discontinued. Moreover, certain agreements were entered into without full compliance with other applicable formalities, such as public tender requirements. No assurance can be provided that such agreements will not be subject to cancellation or revocation in the future. Moreover, as a result of the TKRM Business and Assets Acquisition, Digi Romania acquired ownership of over 500 base stations, the operation of which relies on leases or similar agreements in various stages of documentation, which have been assigned to Digi Romania in the context of the transaction. The completion of such assignment depends on further post-closing formalities which may not be, depending on pre-existing circumstance, fulfilled in their entirety in a timely manner or at all. Further, a significant portion of our above-ground fixed fiber optic network in Romania is built on poles leased from various regional electricity distribution companies. Renewal of agreements concluded with these operators is often delayed and problematic. In addition, certain of our lease agreements have provisions allowing the lessor to terminate the lease at its option, subject to prior notice ranging from 10 to 90 days.

We are not aware of any significant claims with regard to any irregularities related to any of the above arrangements. However, if such claims were to arise and be numerous and successful, or if there is any failure to renew these arrangements (or these agreements are terminated or cancelled), it may result in additional significant costs, material capital expenditure, service interruptions, contractual penalties or regulatory fines or other sanctions or, in the worst case, loss of business if there is no adequate alternative or there is a delay in securing such alternative. Any of these network-related risks could have a material adverse effect on our business, prospects, results of operations or financial condition.

If we infringe the intellectual property rights of third parties, or if we are otherwise held liable for infringements in relation to information disseminated through our network, we could face protracted litigation and, in certain instances, lose access to transmission technology or content.

The telecommunications industry in the markets in which we operate is characterized by the existence of a large number of patents and trademarks. Objections to the registration of new trademarks from third parties and claims based on allegations of patent and/or trademark infringement or other violations of intellectual property rights are common. Defending intellectual property claims requires us to engage in lengthy and costly litigation and divert the attention of our senior management and technical personnel from our business. Successful challenges to our rights to intellectual property or claims of infringement of a third party's intellectual property could require us to incur monetary liability, temporarily or permanently discontinue the use of the respective intellectual property, or enter into royalty or licensing agreements, which may not be available on commercially

reasonable terms or at all. If we were required to take any such action, it could have a material adverse effect on our business, prospects, results of operations or financial condition.

The infringement of patents and proprietary rights of others may also lead to the loss of access to transmission technology or programming content, damage third-party interests and render us unable to deliver the content that our customers expect, which could materially adversely affect our business, prospects, results of operations or financial condition. In the event that access to transmission technology is lost, alternative technology would need to be purchased, which may result in an interruption of services and increases in costs.

We may also be subject to claims for defamation, negligence, copyright or other legal claims relating to the programming content or information that we broadcast through our network, publish on our websites or to which our customers have access online though our network. Any such claims could include actions under the censorship and national security laws of countries in which we broadcast or provide internet access. In the event that we receive a valid and substantial infringement claim, we would need to cease broadcasting or block from our internet system the infringing content or information, which may increase customer churn.

We are subject to payments related to collective copyright organizations which may vary.

In Romania, we are obliged to make payments to various collective copyright protection organizations as compensation for the use of copyrighted content in the programming delivered by us through our cable TV and DTH services, and copyrighted content used on our website. These amounts are not fixed and are determined by negotiation in accordance with a methodology based on certain legal provisions and relevant European practices. There can be no assurance that amounts payable to various collective copyright protection organizations will not increase in the future or that additional claims could not arise in relation to our past activity or that we will not be subjected to penalties or fines for delaying payments. Since we may not be able to pass on such increases in costs to our customers, such increases, penalties or fines could have a material adverse effect on our business, prospects, results of operations or financial condition.

We are subject to local and EU-wide laws and regulations relating to processing and transfer of personal data.

In the ordinary course of our business, we collect and process personal data. We are subject to stringent regulations relating to the processing of (including the transfer and storage) personal data, including, in particular, the General Data Protection Regulation EU 2016/679 (the "GDPR") and to similar national regulations in each of our markets. The GDPR has been directly applicable in all Member States since May 25, 2018 and significantly changed the EU/EEA data protection landscape, including strengthening of individuals' rights, stricter requirements on companies processing personal data and stricter sanctions with substantial administrative fines of up to €20 million, or up to 4% of total worldwide annual turnover for the preceding financial year, whichever is higher.

In addition, the European Privacy and Electronic Communications Directive 2002/58/EC sets out more specific privacy rights on electronic communications. It includes rules relating to marketing by electronic means (including marketing calls, texts and emails) and the use of cookies and similar technologies. This directive has been implemented into law in each of our markets, including Law 34/2002 on information society services and electronic commerce and Law 11/2022 on Telecoms in Spain. The European Commission has proposed enhanced regulations concerning privacy and electronic communications (the "e-Privacy Regulation"), which would entail additional and stricter rules in respect of the use of personal data from electronic communications. The e-Privacy Regulation would establish fines similar to those included in GDPR. These regulations may affect the development of innovative services that would draw on consumer data, potentially creating a competitive disadvantage for undertakings subject to both the GDPR and the e-Privacy Regulation.

We prioritize compliance with all applicable laws and regulations relating to data protection, as well as the guidelines of the European Data Protection Board. However, we are subject to interpretation of such laws and regulations by the local authorities in the countries where we operate. Therefore, there can be no assurance that our current practices, or modifications thereof that we will be making in the future, will fully comply with the interpretation of the GDPR's requirements by such authorities. Should we be found in breach of any applicable data protection laws, this may result in significant fines, claims for damages, prosecution of relevant employees and managers, reputational damage and customer churn and may otherwise have a material adverse effect on our business, prospects, results of operations or financial condition.

Additionally, regardless of the measures we adopt to protect the confidentiality and security of data, the risk of possible attacks or breaches of data processing systems remains, which could harm our reputation and give rise to fines and damages claims. In addition, we could incur additional costs in order to protect against these risks

and/or to mitigate the consequences thereof, which could in turn have a material adverse impact on our business, prospects, financial condition and results of operations. Furthermore, any loss of confidence on the part of our customers as a result of such events could lead to a significant decline in sales and have a material adverse impact on our business, prospects, financial condition and results of operations.

Adverse decisions of tax authorities or changes in tax treaties, laws, rules or interpretations could have a material adverse effect on our results of operations and cash flow.

The tax laws and regulations in the countries where we operate may be subject to change, and there may be changes in interpretation and enforcement of these laws and regulations. These changes in law or interpretation or enforcement thereof may be difficult for us to predict, and we may therefore be unprepared for these changes. As a result, we may face increases in taxes payable if tax rates increase, or if tax laws or regulations are modified by the competent authorities in a manner which could have a material adverse effect on our cash flows, business, prospects, results of operation or financial condition for any affected reporting period. For example, the Romanian Fiscal Code currently provides, subject to certain conditions, an exemption from Romanian withholding taxes for the interest paid on notes/debt securities issued by Romanian companies set up in accordance with Romanian Company Law 31/1990 (as amended and supplemented) under a prospectus approved by a competent regulatory authority to a holder who is non-tax resident in Romania and who is not an affiliated person to Digi Romania. If the above provisions of the Romanian Fiscal Code, or the interpretation thereof, were to change, we could be required to pay certain additional amounts in relation to the Notes, which could be significant.

In addition, such competent authorities periodically examine or audit the Group. Reviews by tax authorities for verification purposes only (i.e., not due to an infringement) are common in Romania for companies of our size and we regularly consider the likelihood of assessments and, for probable adverse assessments, have established tax allowances, which represent our management's best estimate of the potential assessments. However, the actual resolution of any of these tax matters could differ from the amount provisioned, which could have a material adverse effect on our cash flows, business, prospects, results of operation or financial condition for any affected reporting period.

We may be subject to fines, awards of damages or other penalties arising from legal proceedings, contractual claims and disputes, as well as negative publicity arising therefrom.

We are involved in legal proceedings from time to time, which may lead to the imposition of damages, fines or other penalties on us. We may be adversely affected by other contractual claims, complaints and litigation, including from counterparties with whom we have contractual relationships, customers, competitors or regulatory authorities, as well as any adverse publicity that we may attract. Any such litigation, complaints, contractual claims, or adverse publicity could have a material adverse effect on our business, prospects, reputation, results of operation or financial condition.

We rely on key information technology systems, which may be vulnerable to physical or digital and/or electronic damage, security breaches and/or cyber-attacks that could have a material adverse effect on our reputation as well as our business, prospects, financial condition and/or results of operations.

We rely on information technology to conduct our daily business, financial reporting, procure products, pay suppliers, communicate internally and externally, share files, efficiently and accurately provide services to our customers and monitor our operations, including our network operations centers, which is key to our site maintenance and performance management. While we seek to apply best practice policies and internal controls, and devote significant resources to network and application security and other security measures to protect our information technology and communications systems and data, these measures cannot provide absolute security. In addition, the tools used by cybercriminals including artificial intelligence, continue to evolve, in order to circumvent such security measures and maximize the potential damage of a successful attack. Some of our networks are also managed by third-party service providers and are not under our direct control.

Third (and beyond) parties have been a popular attack vector for cybercriminals, and depending on the nature of the relationship with some of these partners, we sometimes use their code, software, human-power, networks, or give them access to our servers and data, among many other scenarios. A security vulnerability at any of these third-party partners could potentially provide an opportunity for a cybercriminal to reach or damage our networks or data. Despite existing security measures, certain parts of our infrastructure, including, for example, our fiber infrastructure network for the provision of residential broadband services to consumers, may be vulnerable to damage, disruptions, or shutdowns due to unauthorized access, software bugs, phishing attacks, employee errors, computer viruses, cyber-attacks, and other security breaches. In addition, many types of cyberattacks are designed to be difficult to detect in order to harvest as much data or cause as much systemic damage as possible before detection. As a result, in the event of a cyberattack our systems could be compromised without our knowledge for

a period of time before the attack is detected and addressed. The performance of our information technology systems may also be impacted by certain operating conditions in our jurisdictions of operation, including lack of reliable power supply, shortages in replacement parts, as well as general security conditions. In addition, if our employees are required to work from home as a result of natural disasters or global or regional health pandemics or epidemics or for other reasons, our information technologies and systems may be particularly strained or increasingly vulnerable. An attack attempt or security breach, such as a distributed denial of service attack, or damage caused by other means could potentially result in the interruption or cessation of certain or all of our services to our customers, our inability to meet expected levels of service or data transmitted over our customers' networks being compromised, as well as other unforeseen damages. In the event of a potential breach, while we would endeavor to comply with any applicable requirements to inform impacted parties within a reasonable time, priority may be given to containing and eliminating the cyberattack in order to limit the damage, which as a result could potentially delay our communication of the identified attack to customers, suppliers, concerned regulatory bodies, agencies or authorities or other relevant parties.

In addition, we may collect, store and process certain sensitive data (either in respect of our personnel, or from our customers, end-users or suppliers), which makes us a potentially vulnerable target to cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions or data theft. While we have taken steps to protect the confidential information that we have access to, our security measures could be breached. Because the techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until they are launched against a target, we may not be able to anticipate these techniques or implement adequate preventative measures. Any accidental or willful security breaches or other unauthorized access to our system could cause any such confidential information to be stolen and used for criminal purposes. Security breaches or unauthorized access to confidential information could also expose us to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity. If our security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in our technology infrastructure are exposed and exploited, our relationships (in particular, those with our customers) could be severely damaged, we could incur significant liability and it could have a material adverse effect on our business and operations. Moreover, as a result of the increasing awareness concerning the importance of safeguarding personal information, the potential misuse of such information and legislation that has been adopted or is being considered in some of our markets regarding the protection, privacy and security of personal information, information-related risks are increasing. Failure to comply with any such data protection laws may result in, among other consequences, fines, litigation or regulatory actions. Any failure or perceived failure by us to prevent information security breaches or to comply with privacy policies or privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other customer or end-user data, could cause our customers to lose trust in us and could expose us to legal claims.

We cannot guarantee that our security and power back-up measures will not be circumvented or fail, resulting in customer network failures or interruptions that could impact our customers' network availability, potentially resulting in penalties for failure to meet targeted quality levels, as well as otherwise having a material adverse effect on our business, reputation, financial condition and/or operational results. We may be required to spend significant resources to protect against or recover from such threats and attacks. In addition, as we implement new information technology systems, we cannot guarantee that our new security measures will be sufficient. If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed, and we could lose customers. Further, the perpetrators of cyber-attacks are not restricted to particular groups or persons. Our employees or external actors operating in any geography may commit these attacks. Any such events could result in legal claims or penalties, disruption in operations, misappropriation of sensitive data, damage to our reputation, negative market perception, or costly response measures, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Risks Relating to Investments in Countries where We Operate

Any potential deterioration of the general internal economic, political and social conditions in Romania, one of our core markets, or any adverse changes in the Romanian tax or regulatory environment, may not be offset by developments in other markets.

Our success is historically closely tied to general economic developments in Romania. Romania has undergone substantial political, economic and social change in recent years. However, it still does not possess the full business, legal and regulatory infrastructures that would generally exist in more mature free market economies. In addition, the tax, currency and customs legislation in Romania are subject to varying interpretations and

changes, which can occur frequently. See "-Romania's legal and judicial systems are less developed than in other European countries, which makes an investment in the Shares and/or the Notes riskier than investments in securities of an issuer that operates in a more developed legal and judicial system." These issues continue to result in relatively high poverty rates and low wages.

Moreover, for the past several years, the political environment in Romania has been unstable, which could delay or stop economic and regulatory reforms in the country. In turn, this could have a material adverse effect on us and the value of investments related to Romania generally. In particular, the 2024 Romanian presidential elections were marked by significant turmoil. The initial vote in November 2024 resulted in a runoff between independent nationalist candidate Calin Georgescu and Elena Lasconi of the Save Romania Union (USR). However, in December 2024, the Constitutional Court annulled the election results citing evidence of foreign interference that allegedly favored Georgescu. As a result, a new presidential election has been scheduled for May 2025 and resulted with the election of Nicușor Daniel Dan as the President. These events have heightened political tensions in Romania, increasing the risk of policy instability, shifts in foreign relations and potential regulatory changes, as well as led to delayed key fiscal measures, aimed at addressing the budget deficit recorded in 2024 (which was around 9% of Romania's GDP), spurred bond yield spikes, increased currency depreciation and risked a credit rating downgrade. Any further instability or policy uncertainty could negatively affect market conditions, economic growth, and investor sentiment.

The future economic direction of the markets in which we operate remains largely dependent upon the effectiveness of economic, financial and monetary measures undertaken by their respective governments, together with tax, legal, regulatory, and political developments. Our failure to manage the risks associated with our business in emerging markets could have a material adverse effect on our results of operations. Negative developments in, or the general weakness of, the Romanian economy, in particular increasing levels of unemployment may have a direct negative impact on the spending patterns of retail consumers, both in terms of subscriber and usage levels. Because a substantial portion of our revenues is derived from residential customers who may be impacted by such conditions, it may be more difficult for us to attract new customers or maintain ARPU at existing levels. Deterioration in the Romanian economy may further lead to a higher number of non-paying customers or generally result in service disconnections. Additionally, any uncertainty or instability in, or related to, the political conditions in Romania, including any changes to its political regime, legal, tax and regulatory framework or governing policies, could negatively affect our business and operations.

In addition, Romanian policy-making and regulatory frameworks are often subject to rapid and sometimes dramatic changes, the consequences of which may be difficult to foresee, or which could potentially lead to slower economic growth or general deterioration of economic conditions in the country. For example, in the past few years the Romanian government implemented a series of reforms, which may have a severe impact on various sectors of the country's economy, including telecommunication and energy companies. In particular, on 29 December 2018, it issued an ordinance, which became effective on 1 January 2019, introducing major changes affecting the energy, banking and private pension sectors of the Romanian economy (the "December Ordinance"). Most importantly for our business, it (i) increased ANCOM's annual monitoring fee to 3.0% of total turnover of a telecommunications operator for the preceding year (the "Monitoring Fee"); (ii) provided for very significant fees for extending existing, or acquiring new, telecommunications licenses; and (iii) significantly increased penalties for breaches of regulations governing the Romanian telecommunication industry (up to 10% of the violator's turnover in the year prior to the decision to impose such penalties). The December Ordinance was repeatedly amended thereafter, most recently on 7 July 2022, through the Law 198/2022. These amendments have disapplied the vast majority of the December Ordinance's original provisions affecting our business in Romania, with the exception of the Monitoring Fee, which remains in place at a reduced rate of up to 2.0%, and the penalties. However, whether or not ANCOM will be entitled to charge the Monitoring Fee is currently conditional on whether its other funding is sufficient to cover its operational requirements (an arrangement which was also in place prior to the issuance of the December Ordinance in its original form). ANCOM has not applied such fees, including the Monitoring fees, over the previous several years. Unfavorable economic conditions, regulatory uncertainty and special taxation may ultimately have a direct and/or indirect negative impact on consumers' spending and/or the prices we are able to charge for our products and services. See "Management's Discussion and Analysis of Financial Condition and Results of Operations-Trends and Other Key Factors Impacting Our Results of Operations-Regulation".

Any such negative developments in Romania may not be offset by positive trends in other markets. Therefore, a weak economy and negative economic or political developments in Romania may jeopardize our growth targets and could have a material adverse effect on our business, prospects, results of operations or financial condition. See also "-Risks Relating to Investments in Countries Where We Operate-Romania's legal and

judicial systems are less developed than in other European countries, which makes an investment in the Shares and/or the Notes riskier than investments in securities of an issuer that operates in a more developed legal and judicial system."

Political and military conflicts in Eastern Europe may materially adversely affect our business.

Since early 2014, Ukraine, which neighbors Romania, has been confronting a severe internal crisis, in which the Russian Federation has been heavily involved. During this crisis, Ukraine lost control over the peninsula of Crimea to the Russian Federation and lost control over a significant part of its other eastern territories to pro-Russian separatists. On 24 February 2022, the Russian military launched a full-scale invasion of Ukraine, which continues as at the date of this prospectus. It claims to have thereafter annexed a significant portion of Ukrainian territory. In response, the United States, the United Kingdom, the European Union and many other countries have imposed several sets of economic sanctions and are threatening further sanctions in the future. The extent and duration of, and the potential impacts from, Russia's invasion of Ukraine remain uncertain, including, but not limited to, on economic conditions, supply chain disruptions, asset valuations, interest and exchange rates. The economic sanctions imposed as a consequence of Russia's invasion of Ukraine have negatively impacted the global economy and financial markets and contributed to increases in energy prices and inflation levels worldwide. Although we do not have operations in Russia or Ukraine, our business could experience disruptions as the situation evolves, should the European Union, the United Kingdom, the United States and other countries implement further sanctions, export controls and other measures against Russia and its allies. Such actions could trigger potential further responses from Russia or other countries, which could adversely affect the global economy, the financial markets and could negatively affect our business, prospects, results of operations or financial condition.

In addition, we are exposed to the risk that the political uncertainty surrounding the ongoing military conflict in Ukraine increases the likelihood of further escalations, including the risk of cybersecurity incidents or other forms of hostility that could directly or indirectly impact our business. In particular, the changed stance of the Russian establishment in international relations has been claimed to be the source of manipulations that marred the 2024 Romanian presidential elections. See "-Any potential deterioration of the general internal economic, political and social conditions in Romania, our principal country of operation, or any adverse changes in the Romanian tax or regulatory environment, may not be offset by developments in other markets."

In addition, the political instability in the context of alleged Russian interference in the Republic of Moldova, another country neighboring Romania, is threatening to trigger another political conflict in the region.

Prolonged conflict in Eastern Europe, escalation of existing tensions or resulting further increases in energy prices or other negative effects would adversely impact the global, European and Romanian economies, resulting in a worsening of the macro-financial climate, higher inflation and lower economic growth and possibly recession. Any failure by the Group to mitigate the impact of such events on our business may have a material adverse effect on our business, prospects, results of operations or financial condition.

Adverse changes in the inflation rate in Romania may have a significant negative impact on the Group's performance.

According to the NIS, the consumer price index inflation rate in Romania for the year ended 31 December 2025, was at 9.7%, compared to 5.1 % for the year ended 31 December 2024 and 3.1% as at 30 June 2025 compared to 31 December 2025. It is projected that the inflation rate will taper down in 2026, NBR estimating that it will be 3.9% by the end of 2026. The inflation rate in Romania is significantly above the EU average, which was at 3.4% and 2.3% for the years ended 31 December 2024 and 2025, respectively, according to Eurostat.

The unpredictability of the inflation rate may have a negative effect on our business by increasing the difficulty of estimating total costs related to our activities and creating a potential non-correlation of our prices charged to customers (especially, residential customers) with our costs, with significant negative effect. A major difference between the anticipated inflation rate in a given period and the actual amount recorded during that period may significantly affect our allocation of resources and could have a material adverse effect on our business, prospects, results of operations or financial condition.

Moreover, an unpredictable increase in the inflation rate can lead to macroeconomic imbalances, characterized by rising interest rates, declining living standards and general slowdown of economic development in our countries of operation (especially Romania), imbalances that could have a material adverse effect on our business, prospects, results of operations or financial condition.

ANNUAL REPORT 2025 | Management structure. Corporate Governance pag.