Answers to shareholders’ questions in connection with the Article 428 § 6 of Commercial Companies Code
The Management Board of Apator SA (hereinafter referred to as “The Company”) forwards the answers below to the questions concerning the current report 24/2016 as well as the article published 23.10.2016 in the magazine Puls Biznesu, the article being entitles “Nie będzie wezwania na Apator [There will be no tender offer announced for Apator’s shares]”, the questions being asked by a shareholder of the Company pursuant to art. 428 § 6 of the Act of 15 September 2000 of Commercial Companies Code.
The questions of the shareholder:
1. How does the Company explain the following line of the article :”Apator’s shareholders being in the possession of a ‘significant packet’ of shares did not accept the price suggested by an investor being ready to announce a tender for Apator’s shares”?
2. How many shareholders in possession of the so-called ‘significant packet’ participated in the negotiations with a mysterious investor concerning the tender? Were there any other persons present?
3. Can – in the estimation of the Company – five natural persons having such packets of shares that yield
6 ÷ 10% share of the votes at the General Meeting of Shareholders be considered main shareholders of Apator S.A. satisfying the criterion of a ‘significant packet’? (enclosed please find the link:http://www.apator.com/en/investor-relations/apator-at-wse/shareholders/main-shareholders
4. Are there any, and if so, then of what kind, quantitative criteria to be satisfied to become a shareholder of a ‘significant packet’? Note, in the article, the phrase ‘significant packet’ applied to five natural persons.
5. Were there any other shareholders being in the possession of the shares below the threshold of 5% of the overall number of votes at the General Meeting of Shareholders that do not own a ‘significant packet’ but still took a stand for and on behalf of the main shareholders of the Company?
6. Did the ‘announcing’ investor meet the quantitative criteria of votes, the criteria being valid in the so-called „majorizing” announcement; in other words, did he exceed the threshold of 33% in order to reach 66% of the overall number of votes in a public company?
7. What sort of shares was the subject matter of the announcement – registered shares, bearer shares or the sum of shares put together or a selective choice?
8. Why in the Company are corporate rights of shareholders restricted – among others – the right to information, a right to the personal supervision over the functioning of the Company – especially in case of the announcement of tender offer for Apator’s shares?
9. Did the Company respect in this case the adopted rules of transparency towards all the participants of the trading system or the rules of corporate governance as specified in the document „Dobre Praktyki Spółek Notowanych na GPW” [Good Practices of WSE listed companies]?
10. Didn’t the authorities of the Company during negotiations take advantage of the principle of „profiling shareholders”?
11. Does the Company consider the possibility of the subject of the announcement being raised again at the forthcoming General Meeting of Shareholders?
Answers of the Company:
Questions no. 1-5:
The addressee of these questions should be the Investor rather than the Company because the latter was not a Party to the negotiations. In accordance with what was published in the current report no. 24/2016 from 22 June 2016 r. „Declassifying the above report occurs due to obtaining 22 June 2016 the information from the Investor about abstaining from the intention of announcing a tender offer for shares (…)”. Therefore, the information contained in the report are thus tantamount to the reiteration of the concepts which the Investor availed himself of..
Questions no. 6 and 7:
It is worth noting that there was no announcement for exchange or tender offers for the shares of Apator S.A. with the residence in Toruń. Due to that, the answers to these questions are groundless.
Question no. 8:
When replying the question no.8, it is first to be emphasized that in Apator S.A. with the residence in Toruń, corporate rights of shareholders are not restricted, including those who are in the possession of a significant packet of shares. Each shareholder of the Company can avail himself or herself of the right to information as stipulated by the article 428 of Commercial Companies Code, which the Company respects and enables – among others – in the case of general meeting of shareholders in which the Management Board of the Company participates, with the Management Board being able to continuously answer the questions related to the Company. Furthermore, in accordance with the binding regulations related to public companies, the Management Board of Apator S.A. with the residence in Toruń publishes the current report containing the information pertaining to the Company.
Question no. 9:
The Company obeys all the rules specified in The Best Practice of GPW Listed Companies, with the exception of two rules indicated in the report on obeying corporate governance, the report being available at the Internet site of the Company under the tab „Ład Korporacyjny” [Corporate governance].
It is to be emphasized again that it is not Apator S.A. that was negotiating a possible sales of the shares of the Company. The parties to the negotiations were the Investor and the shareholders selected by him or her. The Management Board of Apator S.A. did not have any control over the choice of shareholders with whom the Investor started the said negotiations and the identity of these shareholders was confidential. Furthermore, if the invoked phrase “profiling shareholders” refers to the unequal treatment of the shareholders by the Company, it must be states that the Company guarantees an impartial treatment of all the shareholders under the same circumstances.
The Management Board does not intend to schedule a separate item on the agenda of the general meeting of shareholders and neither is there any hint of interest on the part of the privileged shareholders in scheduling such an item. However, if such an item on the agenda of the General Meeting of Shareholders of Apator S.A. is indeed announced, pursuant to the regulations of Commercial Companies Code, it will be considered therein.
§ section 5 subsection 1 paragraph 19 of the Ordinance of the Minister of Finance of 19 February 2009 on Current and Interim Information Communicated by Issuers of Securities and on the Conditions for Regarding as Equivalent the Information Required by the Provisions of Law in Force in a Non-Member States. (Journal of Laws of 2014, item 133).
CONTACT ON INVESTOR RELATIONS
Frequently asked questions and answers.