The Management Board of Apator SA provides below responses to shareholder questions submitted under Article 428.6 of the Commercial Companies Code:

Question No. 1 What is a basis for derivative instruments agreements concluded with banks by authorities of Apator SA and its subsidiaries in 2008–2018?

Management Board answer:

The basis for concluding agreements with banks by the Management Board of Apator SA and Management Boards of its subsidiaries results from a nature of the Management Board activities and from a rule established in Article 368 of the Commercial Companies Code that the Management Board manages company operations and represents the company outside. At the same time, it should be emphasised that Management Boards operate in accordance with the corporate documents and relevant guidelines in force in the Apator Group. Furthermore, the Management Board would like to indicate that information on securities is disclosed in every periodic report of the Issuer.

At the same time, the Issuer would like to indicate that questions concerning the historical hedging policies were answered by the Company in previous years, for example in the Management Board letter to the shareholder of February 11, 2009.

Question No. 2 According to which Polish Classification of Activity (PKD) included in the Issuer’s Statutes were the company authorities entitled to conclude derivative instruments agreements with banks?

Management Board answer:

The Issuer’s Management Board is entitled to conclude these agreements in accordance with the current law, as a body representing the company outside. At the same time, it should be emphasised that transactions concerning derivative instruments concluded by the company do not represent a line of Apator SA business, but solely aim at securing its main operations, as companies from the Apator Group operate in different markets and conclude transactions in various currencies.

Question No. 3 Did the Management Board of the Issuer and Management Boards of its subsidiaries passed autonomous resolutions concerning concluding agreements with banks, in accordance with corporate documents in force at the companies?

Management Board answer:

In accordance with Article 9.3 of the Apator SA Management Board, the Management Board is obliged to pass a resolution to secure the Company against the exchange rate risk, including determining a level of the currency exposure, and to give its consent to applying to a bank for a limit for concluding futures contracts. Management Boards of subsidiaries, acting in accordance with the guidelines in force in the Apator Group, also pass similar resolutions.

Question No. 4 Were the derivative instruments agreements reviewed by legal offices to protect interests of the Issuer’s and its subsidiaries?

Management Board answer:

To minimise risks, the Apator Group has implemented procedures requiring an opinion of a legal office for each concluded agreement.

Question No. 5 Did the Issuer’s Supervisory Board pass resolutions approving agreements with banks to be concluded by Management Boards of subsidiaries?

Management Board answer:

The decisions are made by Management Boards of individual companies, in accordance with rules of representation. However, in accordance with the corporate governance in force in the Apator Group, each agreement of a value exceeding the value specified in the subsidiary Statutes/Articles of Association requires a consent of the Supervisory Board of a given company.

Question No. 6 Is the Issuer’s Management Board obliged to publish a current report concerning quality defects in gas meters sold in the Dutch market by its subsidiary, Apator Metrix?

Management Board answer:

In accordance with current regulations, information about costs of complaints incurred by the subsidiary Apator Metrix SA was not a confidential information, therefore, it was not a subject of a publication in form of a current report. However, the Issuer informed about a provision established for contractual penalties and guarantee repairs in the Management Board report on the Group operations for 2017. The issue of the complaint for gas meters was finally completed and settled, and this is confirmed by an agreement with the customer concluded in July 2018.

Question No. 7 How will persons at positions of control and supervision at Apator Metrix be held responsible for quality defects in gas meters?

Management Board answer:

The issue of product quality is of importance for the Apator Group, therefore, each individual case of a nonconformity in that area is analysed separately and results in initiation of improvement actions. In this specific case (gas meters), the quality management system at the subsidiary was reorganised, in particular, by improving procedures and the organizational structure, and by creating a unit coordinating deliveries and supervising their quality.

Legal background: 

Article 19.1.12 of the Minister of Finances Regulation of 29 March 2018 concerning current and periodic information provided by issuers of securities and conditions for considering as equivalent information required by regulations of a state not being a Member State.