Slides
Page 1
Investor Presentation Preliminary financial results for the year ended December 31, 2025
Page 2
Disclaimer By attending the meeting where this presentation is made, or by reading the presentation slides, you agree to be bound by the following limitations: The information in this document has been prepared by Digi Communications N.V., (the "Company“ or “DIGI”) and solely for use during the presentation. This presentation has been made to you solely for your information and background, the information contained herein may be incomplete or condensed and such information is subject to update, completion, revision and amendment and may change materially. No person is under any obligation to update or keep current the information contained in the presentation and these materials, and any opinions expressed in relation thereto, are subject to change without notice. The industry, market and competitive position data contained in this presentation come from third party industry publications, studies and surveys believed to be reliable. However, there is no guarantee of the accuracy or completeness of such data. This presentation does not purport to be comprehensive or to contain all of the information that an investor may require for a full analysis of the matters referred to herein. No representation or warranty (whether express or implied) is given in respect of any information in this presentation or that this presentation is suitable for the recipient’s purposes. Any recipient hereof should seek its own legal, accounting and other relevant professional advice. Any liability, including in respect of direct, indirect or consequential loss or damage, of the Company (or any of its affiliates or controlling persons) relating to the information contained within this presentation is expressly excluded. This presentation includes statements, estimates, opinions and projections with respect to anticipated future performance of the Company. Such forward-looking statements reflect current expectations based on the current business plan and various other assumptions and involve significant risks and uncertainties and should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Such forward-looking statements only speak as at the date of this presentation and the Company is not under any obligation to update or revise such forward-looking statements to reflect new events or circumstances. This presentation contains references to certain non-IFRS financial measures and operating measures. These supplemental measures should not be viewed in isolation or as alternatives to measures of the Company’s financial condition, results of operations or cash flows as presented in accordance with IFRS in its consolidated financial statements. The non-IFRS financial and operating measures used by the Company may differ from, and not be comparable to, similarly titled measures used by other companies. The delivery of this presentation does not imply that the information herein is correct as at any time subsequent to the date hereof and the Company has no obligation whatsoever to update any of the information or the conclusions contained herein or to correct any inaccuracies which may become apparent subsequent to the date hereof. This presentation does not constitute or form part of, and should not be construed as, an offer to sell or issue, or the solicitation of an offer to purchase, subscribe to or acquire, securities, or an inducement to enter into investment activity in the United States or in any other jurisdiction in which such offer, solicitation, inducement or sale would be unlawful. No part of this presentation, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. This disclaimer and the requirement for strict confidentiality shall apply without prejudice to any other confidentiality obligations to which you are subject. 2
Page 3
3 3 Note: 1) The amount excludes the non-recurring gain arising from the sale of Digi Spain’s Fiber -to-the-Home (FTTH) network (2025: EUR 53. 3 million; 2024: EUR 399.3 million) 2025 Preliminary Results overview € 2,221 million ( € 1,932 million in 2024)1 € 585 million ( € 578 million in 2024) 15% 15% 1% Revenue and other income excluding extraordinary sale of assets EBITDA excl. IFRS 16 RGU YoY increase up to 32.1 m (+ 4.3 m RGUs 2025/2024) Romania RGU Mobile: 7.9m RGU (+ 20% YoY) Pay TV: 6.0m RGU (+ 3% YoY) Broadband: 5.2m RGU (+ 6% YoY) +9% Spain RGU Mobile: 7.3m RGU (+ 24% YoY) Broadband: 2.6m RGU (+ 32% YoY) Fixed telephony: 0.8m RGU (+ 30% YoY) +28%
Page 4
4 4 Continued strategy execution in 2025 Sustained RGU growth across core markets ◼ We continued the outstanding growth in Spain ◼ Sustained the very good growth results in Romania, Italy and Portugal ❑ Romania RGUs +9% ❑ Spain RGUs +28% ❑ Italy RGUs +7% ❑ Portugal RGUs +26% One year anniversary Portugal and Belgium ◼ Solid RGU results reported in the first year from the launch: ❑ Portugal RGUs 850k ❑ Belgium RGUs 91k Continued network expansion ◼ Romania: expanding the mobile network; rolling out equipment to service the newly acquired frequencies and increase in the 5G footprint ◼ Spain: continued development of fixed infrastructure and transition from MVNO to MNO ◼ Portugal: consolidating the mobile and fixed infrastructures
Page 5
5 5 Key developments in Q4 2025 Completion of acquisition of Telekom Romania Mobile Communications’ prepaid business and certain assets ◼ On 1 October 2025, DIGI Romania S.A. completed the acquisition from Telekom Romania Mobile Communications S.A. of (i) certain assets including spectrum licenses and telecommunications towers as well as (ii) assets related to the prepaid mobile telecommunications services, for an aggregate effective consideration of EUR 40 million. In a concomitant transaction, Vodafone Romania S.A. acquired TKRM. Successful completion of the FTTH network investment in Andalusia, Spain ◼ On 1 October 2025, Digi Spain Telecom S.L.U., the Company’s subsidiary in Spain has completed the fourth investment round for the roll out of a FTTH network covering 2,500,000 homes passed in Andalusia, Spain, which is part of the transaction concluded on 21 March 2023. Consequently, the entire investment in the Network in amount of EUR 300 million has been finalized.
Page 6
6 6 Key developments in Q4 2025 and after The successful closing and listing of senior secured notes due 2031 by Digi Romania and redemption of 2028 notes ◼ On 29 October 2025, DIGI Romania S.A., a Romanian subsidiary of the Company has successfully closed the offering of its EUR 600 million 4.625% senior secured notes due 2031. The new notes are listed as of 10 November on Euronext Dublin and traded on its regulated market. ◼ The conditional redemption notice in relation to the EUR 400 million 3.25% senior secured notes due 2028 issued by Digi Romania, dated 20 October 2025, has been satisfied, the 2028 Notes were redeemed in full on 30 October 2025. Proposal for distribution of bonus shares to shareholders ◼ On 6 February 2026, Digi Communications N.V. convened the EGMS scheduled for 20 March 2026, proposing the distribution of bonus shares (stock dividend) through the capitalization of reserves and past profits into share capital, with no cash contribution from investors. Under the proposal, the Company would issue up to two new Class A shares for each Class A share and up to two new Class B shares for each Class B share, for a total amount of up to EUR 13 million. Following the distribution, the total number of shares would increase from 100 million to up to a maximum of 300 million, supporting liquidity while preserving shareholders’ proportional ownership.
Page 7
7 7 2025 Market highlights Source: Company data Notes: 1) In this Report, unless otherwise stated, as part of our “Other” segment we only present the results of our Italian operations , for revenue, and the results of our Italian and Dutch operations for operating expenses ; 2)Total Group revenues excluding intersegment revenues; 3) Revenues per country include intersegment revenues in total amount of € 3.2 million for 2025, as well as the non-recurring gain resulting from the sale of assets (2025: EUR 53.3 million; 2024: EUR 399.3 million); 4) Adjusted EBITDA excluding IFRS 16 is computed as Adjusted EBITDA decreased by the rental expense recognized in line with I FRS as in effect at 31 December 2018 (€m) December 31, 2025 Romania Spain Portugal Italy and Group operations1 Total2 Revenues and other income3 € 1,193.7 € 926.9 € 69.6 € 34.4 € 2,221.4 Adjusted EBITDA excluding IFRS 164 € 490.7 € 175.3 € (78.7) € (2.0) € 585.2 RGUs (‘000) # 19,856 # 10,839 # 850 # 524 # 32,069
Page 8
8 8 2025 Financial highlights Source: Company data Notes: 1) Adjusted EBITDA is defined as EBITDA adjusted for the effect of extraordinary or one -off/non-recurring items; 2) Revenues per co untry include intersegment revenues in total amount of € 3.2 million for 2025 Group Revenues and other income (€m)2 Key considerations ◼ Revenues and other income up 15% YoY based on strong customer growth in Spain and Romania. While the revenues in Spain grew by 18% and in Romania grew by 7% ◼ EBITDA excluding IFRS 16 increased by 1% YoY primarily as a result of expansion to new territories ◼ CAPEX amounting to EUR 798 million represents the group’s commitments to invest in Spain, Romania and Portugal. Includes acquisitions of spectrum and TKRM assets. CAPEX decreased in line with expectations compared to 2024. 3 Group adjusted EBITDA (€m)1 and margin (%) 1,111 1,194 783 927 12 70 31 34 2024 2025 578 585 102 124 2024 2025 Italy Spain Romania Portugal 7% 18% 10% 15% 2,221 1,933 35% 32% 680 709 22% 1% EBITDA excluding IFRS16 IFRS 16 impact 46% 36% 61% 41% 12 % Capex / Revenues +15% (€m) 1,933 2,221 518 577 680 714 170 187 885 798 317 237 2024 2025 Q4 2024 Q4 2025 Revenues & other income Adj. EBITDA CAPEX +7 % +4% +12%
Page 9
9 9 2025 RGU growth RGUs (‘000) per business line RGUs (‘000) per market 5,989 6,317 6,966 7,899 13,252 16,148 1,582 1,705 2024 2025 +5% +13% +22% +8% Pay TV Fixed-line telephony Broadband Mobile services 27,789 32,069 18,183 19,856 8,440 10,839676 850 490 524 2024 2025 27,789 32,069 27,789 32,069 Italy Spain Romania Portugal +15% +9% +26% +28% +15% +7%
Page 10
10 10 Portability 2025 Romania +782.975 mobile portability amounting to 53.85% of transfers made nationally in 2025 Spain +1.422.883 mobile portability Jan-Dec 2025; Net portability gain 783.557 +250.238 fixed portability Jan-Dec 2025; Net portability gain 210.720
Page 11
11 11 Penetration rate of SMART footprint by cohort (as of Q4 2025) FBB SMART customers / SMART BUPs1 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 2019A-0.2m BUPs 2020A-1.0m BUPs 2021A-1.8m BUPs 2022A-2.2m BUPs 2023A-2.8m BUPs 2024A-3.0m BUPs 2025A-2.7m BUPs Source: Company information Notes: 1) SMART BUPs: refers to all business units passed available commercially for subscription that were deployed by DIGI in Spain for which the SMART commercial offer is available; 2) customers on SMART footprint / total active SMART BUP From 3-4% in initial cohorts to 6-7% in newer cohorts SMART footprint average penetration rate2 4.0% 6.2% 8.6% 11.4% 13.5% 15.8% 2020 - Year 2 2021 - Year 3 2022 - Year 4 2023 - Year 5 2024 - Year 6 2025 - Year 7 >25% penetration rate for initial cohorts Increasing day-1 penetration growing over time driven by the competitive offer, door- to-door sales team focus and increased brand awareness Penetration rate in year 1 2020 2021 2022 2023 2024 2025 3.3% 4.2% 4.9% 5.9% 6.1% 6.9% DIGI Spain SMART footprint shows rising penetration across all cohorts and sets the ground for structural growth 5 years to reach penetration rates of 25% Key considerations ◼ FTTH SMART Footprint roll-out: ❑ 13.7m BUPs, out of which 2.7m BUPs deployed in 2025 and 3.0m BUPs in 2024 ❑ Objective to reach a 21m BUPs SMART footprint by 2030 ❑ SMART Footprint roll-out with own personnel has enabled a very competitive average FTTH deployment cost of €49/BUP ◼ Penetration & technology ❑ Newer cohorts start with higher take-up and ramp-up faster (2025 at 6.9% average penetration rate in first year), with all cohorts converging to similar take-up levels over time ❑ Initial cohorts 2019 and 2020 reached levels of penetration of 25% and 27% ❑ Take-up continues to grow in all cohorts, even in the initial ones ❑ XGS-PON coverage at 93%, supporting high-quality penetration ramp-up ◼ Delivery milestones: ❑ SOTA roll-out ahead of plan with 5.45m BUPs already delivered ❑ SOTA final delivery for the 6m BUPPs objective by Dec 26 ❑ DIGI Andalucía final delivery completed on 1 October
Page 12
12 12 DIGI Spain accelerated growth momentum sustained into Q4 2025 Customer growth QoQ Key considerations ◼ Increased commercial traction - 2025 marks DIGI Spain’s strongest growth year ever both for: ◼ fixed broadband (more than 630k net gain) and ◼ mobile (more than 1.4m net gain) ◼ Fixed Broadband remains the structural growth engine: ❑ 100% of FBB net growth in the last 2 years driven by SMART footprint ❑ ~ 25% of new FBB customers were not previously connected, meaning DIGI is also creating significant new demand and expanding the FBB market ❑ FBB SMART churn at 14.3% and blended churn at 15.8% (2025) ◼ Mobile: ❑ 75% of mobile net adds achieved in the last 24 months from convergent mobile services ❑ Market leader on mobile portability net gains since Q3 2020 ◼ ARPU dilution related to transition to MNO commercial offer model and by larger customer base of SMART customers overall # of FBB subscribers (m) Fixed broadband Mobile FBB blended ARPU (€)Quarterly net adds (k) SMART FBB Other FBBMarket share1 (%) # of Mobile subscribers (m) Note: 1) Based on data reported by the CNMC quarterly up to Sep 25 and monthly for Dec 2025 Mobile blended ARPU (€)Quarterly net adds (k) Post-paid Pre-paidMarket share1 (%) 11.1% 1.5 1.7 1.8 2.0 2.2 0.4 0.4 0.4 0.4 0.4 2.0 2.1 2.3 2.4 2.6 143 163 151 165 152 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Chart Title 15.8 15.4 15.0 14.6 13.3 4.1 4.4 4.7 5.0 5.4 1.8 1.8 1.9 1.9 1.9 5.9 6.2 6.6 6.9 7.3 313 374 350 343 338 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Chart Title 7.5 7.1 7.0 6.4 6.6 11.5% 9.7% 10.2% 10.7% 11.1% 11.7% 12.4% 10.4% 13.1%
Page 13
13 13 29% 27% 29% 37% 34% 50% 52% 52% 54% 54% Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Chart Title Mobile FBB DIGI Spain structural margin expansion driven by owner-economics network model and MNO transition further blending into Q4 2025 Quarterly revenue evolution per product (€m) *) Quarterly gross margin evolution per product (% of sales) Mobile Fixed Broadband Other Key considerations ◼ Quarterly revenue increased to €249m in Q4 2025, reflecting continued customer growth and convergent traction ◼ Revenue growth supported by SMART footprint expansion and commercial offer improvement despite short- term erosion in ARPU due to improved offer ◼ Fixed Broadband margins structurally expanding: ❑ FBB gross margin increased to 54% in Q4 2025, reflecting scale benefits of the owner economics model ❑ Margin uplift driven by increase in penetration of the SMART footprint and operating leverage as rollout advances ◼ Mobile margins reflecting MNO transition dynamics: ❑ MNO economics started to apply from July 2025, improving mobile costs structure and increasing cost visibility ❑ This results in H2 2025 fully impacted by this new mobile infra economics ❑ Q4 2025 margin evolution reflects short term effects from commercial adjustments in Q3 2025 128 128 134 134 136 79 84 89 94 100 3 4 6 7 12210 216 228 236 249 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 MNO economics model starts to apply Effect of Sep 25 improvement of commercial offer * *)Revenues in this slide are presented at Spanish group level (contain intragroup revenues)
Page 14
14 14 DIGI Spain owner-economics model translating into structural EBITDA uplift Adjusted EBITDA exc. operating leases (€m) and margin (%) Transition from MVNO to MNO model commercial offer ▪ 5 offer adjustments LTM: all existing customers' products and prices when applicable adjusted automatically – Gradual improvement of mobile offer transitioning from buckets of GB products to unlimited data – New €10 FBB SMART footprint product from Oct 24 expanding addressable market and accelerating net adds growth both for FBB and mobile services – Sep 25 improvement across convergent and mobile-only unlimited data offers, with a €1.1m revenues impact in Q3 2025 and a €6.6m impact expected for Q4 2025 Q4 2024 to Q3 2025 ◼ MNO economics starts to apply from July 2025 resulting in 2H 25 fully impacted by this new mobile infra economics ◼ Q4 2025 reflects short term effect on EBITDA of the ARPU mix effects following the commercial offer improvements in Sep 25 Q3 2025 to Q4 2025 35.8 34.4 36.0 54.5 50.4 17.0% 15.9% 15.8% 23.1% 20.2% Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Chart Title 70.4 104.8 15.8% 21.6% H1 2025 H2 2025 Chart Title
Page 15
15 15 DIGI Spain has a Clear Path Forward with future sustainable returns… Source: Company information Note: 1) Includes BUPs owned by DIGI Spain and DIGI Andalucia; 2) Represents the FBB RGUs served through the SMART Footprint SMART Footprint Evolution (m BUPs)… SMART RGUs are expected to grow in line with footprint expansion & maturing penetration rates Mobile also expected to increase as a result of higher FTTH penetration Similar convergence levels expected in mid-term 15.8%SMART Network Penetration Penetration today at c.25% in initial cohorts 2.2 7.3 2025 2030 and Beyond SMART FTTH RGUs Mobile RGUs …will help drive SMART FTTH and Mobile RGUs (m) Clear path to achieve 21m BUPs for the SMART Footprint 2 60% 71% 13.7 21.0 2025 Mid Term Owned FTTH Network SOTA Network High % of RGUs, with better gross margin 1
Page 16
16 16 … which supports DIGI SPAIN 2026 and forward-looking guidance Item 2026 Mid-term Revenue ▪ €1,040 –1,085m ▪ Low-teens revenue CAGR Adj EBITDA excl. operating leases margin ▪ Low 20s% ▪ Targeting >30% of revenue; margin improvement front - loaded Recurring CAPEX additions ▪ €400m ▪ Targeting <10% of revenue Growth CAPEX additions + New FTTH deployment additions ▪ <€900m in aggregate projected for the period 2027 -29 (50% related to FTTH deployment) ▪ Front-loaded, gradually trending towards €250m Source: Company information Expectation of further improvement beyond mid-term as newer cohorts penetration rate will grow towards more mature levels Once deployment targets achieved, capex intensity to normalize, subject to new growth opportunities
Page 17
17 17 2025 Financial profile Notes: 1) Indebtedness as per Notes requirements. As per the Notes Covenants, debt is presented under IFRS available at the signing date, therefore excludes IFRS 16 implications and long -term payables for spectrum licenses; 2) The Net Leverage and Gross Leverage are computed using EBITDA ex -operating leases as per the Notes Covenants. Covenant’s computa tion for the Net Leverage from the Senior Secured Notes uses EBITDA adjusted as per Indenture requirements, which is different from the Adjusted EBITDA in this presentation Financial liabilities as of December 31, 20251 Maturity profile long-term loans & notes (€m) Leverage2 94 262 351 213 51 600 81 2026 2027 2028 2029 2030 2031 2032 2.46x 3.25x 2.35x 3.19x 2024 2025 Gross Leverage Net Leverage Facility Amount (€m) Senior Secured Notes 600.0 Senior Facility 822.0 Export Credit Arrangements (ECA) 189.3 Financial leases 68.6 Other long-term debt 109.9 Other short-term debt 120.8 Total gross debt 1,910.7 Cash on BS 38.4 Total net debt 1,872.3
Page 18
18 18 2025 Prospects In Romania, we continue to improve mobile network performance and enhance the overall customer experience. We also maintain a strong and stable position in fixed services Our strategy is firmly centered around the customer, with a clear focus on both quality and affordability. We remain committed to delivering reliable, high- performance connectivity at competitive prices. Priority for Portugal to continue to expand customer base, improve customer experience, and to integrate Nowo to unlock synergies, ensuring a stronger market position and sustainable growth In Belgium, DIGI will continue network expansion and customer growth. Spain remains DIGI’s primary growth engine, driven by the three- pillar strategy, continued network expansion, strong subscriber growth, and a sharp focus on operational efficiency to reinforce its market position. In 2025, DIGI Spain started benefiting from the transition from a mobile virtual network operator (MVNO) to a mobile network operator (MNO), marking a significant step forward in its long- term development. Romania Spain Portugal and Belgium Continuous growth in core markets New markets launched
Page 19
Q&A
Page 20
Investor Relations Department investor.relations@digi-communications.ro www.digi-communications.ro Contact