Current reports

The Management Board of Apator SA announces that on 22 November 2023, the Issuer’s Supervisory Board appointed Łukasz Zaworski to the Management Board of Apator SA for the current joint three-year term of office, which will end on the date of the Ordinary General Meeting of Shareholders of Apator SA in 2025.

Consequently, as of 22 November 2023, the Management Board of Apator SA consists of the following two members:

• Maciej Wyczesany – Chairman of the Management Board,
• Łukasz Zaworski – Member of the Management Board.
   

Łukasz Zaworski – Member of the Management Board, Director of Product Development, is jointly responsible for managing the affairs of the Management Board of Apator SA and for devising and implementing the Apator Group’s strategy in the area of product development.

Łukasz Zaworski’s responsibilities at Apator SA include, in particular:

• responsibility for the preparation and implementation of the Company’s strategy regarding the development of new and existing products,
• responsibility for product development in the EE / ICT / Automation and RES sectors,
• close cooperation with sales departments regarding market needs, analyses and market trends, as well as product development and commercialisation plans,
• overseeing the development and implementation of new products into production and onto the market,
• overseeing the research and development budget for the entire Company,
• responsibility for the achievement of Apator SA’s budgetary targets and strategy.
   

In addition, Łukasz Zaworski coordinates the following at Apator Group level:

• product development strategy, in cooperation with the sales departments,
• R&D budgets and the optimisation of resource utilisation.

Łukasz Zaworski graduated in Engineering Physics from the Faculty of Physics, Astronomy and Applied Computer Science at Nicolaus Copernicus University and obtained a PhD in Engineering in the field of electronics from Wrocław University of Technology. He also completed a postgraduate Executive MBA programme at the Warsaw School of Economics.

Łukasz Zaworski has been with Apator SA since 2011; he initially worked as a product manager in the R&D department, then as a project manager, and since 2018 has served as Director of Development of Measuring Equipment and Systems.

Furthermore:

• since 2018, he has served as the Apator SA Management Board’s Representative for Research and Development,
• since 2018, he has been a member of the Supervisory Board of Apator Metrix SA, a subsidiary of Apator SA, which is a manufacturer and supplier of gas meters for the domestic and international markets,
• since 2018, he has been a member of the Board of Directors of Apator Miitors ApS, a subsidiary of Apator Powogaz SA, which is a research and development unit working on ultrasonic technology in the field of water and heat metering,
• since 2023, he has been a member of the Supervisory Board of Apator Rector Sp. z o.o., a subsidiary of Apator SA, which is a supplier of IT products and services supporting and automating business processes, in particular those dedicated to network-based enterprises, such as the energy sector.

Łukasz Zaworski does not conduct any business activities in competition with Apator SA, does not participate in a competing company as a partner in a civil law partnership or a partnership, is not a member of a governing body of a competing limited company, nor does he participate in any other competing legal entity as a member of its governing body.

Łukasz Zaworski is not listed in the Register of Insolvent Debtors, maintained pursuant to the Act on the National Court Register.

Legal basis: § 5(5) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information disclosed by issuers of securities and the conditions for recognising as equivalent information required by the laws of a non-member state (Journal of Laws, item 757).

The Management Board of Apator SA hereby announces that it has received notification from Mariusz Lewicki – Deputy Chairman of the Supervisory Board of Apator SA – regarding the purchase of 2,000 bearer shares in Apator SA on 21 November 2023.

The full text of the notification is attached.

The Management Board of Apator SA hereby announces that it has received notifications regarding the following transactions in Apator SA shares:

• from Tadeusz Sosgórnik and Janusz Marzygliński (Members of the Supervisory Board of Apator SA) regarding a transaction concluded on 21 November 2023 between them for the purchase/sale of 20,000 registered shares of Apator SA,
• from Lexon Sp. z o.o. (a person closely associated with Tadeusz Sosgórnik, a Member of the Supervisory Board of Apator SA) regarding the sale of a total of 48,524 bearer shares in Apator SA between 15 and 20 November 2023.

The full text of the notifications is attached.

The Supervisory Board of Apator SA announces that it has received the resignation of Tomasz Łątka from his position as a member of the Management Board of Apator SA. The resignation is for personal reasons and takes effect on 27 September 2023.

Consequently, from 28 September 2023, the Management Board of Apator SA will consist of the following sole member:

• Maciej Wyczesany – Chairman of the Management Board of Apator SA.

Legal basis: Article 17(1) of the Market Abuse Regulation (MAR)

The Management Board of Apator SA announces a change to the date of publication of the consolidated periodic report for the third quarter of 2023, which was originally scheduled for 16 November 2023.

The consolidated periodic report for the third quarter of 2023 will be published on 15 November 2023.

Legal basis: Section 80(2) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information disclosed by issuers of securities and the conditions for recognising as equivalent information required by the laws of a non-member state (Journal of Laws 2018, item 757).

Further to Report No. 19/2023, the Management Board of Apator S.A. announces that on 25 September 2023 the Company entered into an agreement with Energa-Operator SA (“EOP”) for the “Gradual supply of remote-reading meters together with backup communication modems”.

The total value of the contract is PLN 160.4 million.

Deliveries will be made within 36 months of the date of conclusion of the contract.

In accordance with the provisions of the contract, EOP is entitled to impose contractual penalties, in particular for delays in the delivery of batches of equipment or for failure to rectify defects within the warranty period. However, the terms of the contract, including provisions regarding penalties, obligations and warranties, do not differ from the standard terms previously applied in this type of contract with EOP.

Legal basis: Article 17(1) of the MAR

The Management Board of Apator S.A. announces that the Company’s bid has been selected as the most advantageous for Lot 1 in the tender procedure launched by Energa - Operator S.A. for the “Successive supply of remote-reading meters together with backup communication modems”.

The total value of this bid is PLN 160.4 million.

Deliveries will be made within 36 months of the date of conclusion of the contract. Participants in the tender procedure have the right to appeal against the tender results in accordance with the regulations of Energa - Operator S.A. The conclusion of the contract is scheduled to take place after the conclusion of any appeal proceedings.

The Issuer will announce the conclusion of the contract in a separate current report.

Legal basis: Article 17(1) – MAR Regulation

The Management Board of Apator SA announces that on 25 August 2023 a decision was taken to reduce the capitalised tax loss in the Gas segment of the Apator Group’s consolidated balance sheet, relating to the indirect subsidiary George Wilson Industries Ltd (“GWi”) based in the United Kingdom, in accordance with the provisions of IAS 36 “Impairment of Assets”.

The write-down is related to changes in the macroeconomic environment, including primarily the impact of the war in Ukraine on the development of the gas metering sector, lower margins, current and planned volumes of products sold, as well as uncertainty regarding the ability to utilise the tax loss asset in question in the foreseeable future. The write-down relates entirely to the Apator Group’s Gas segment.

The Management Board of Apator SA hereby informs that this write-down will be charged to income tax and, consequently, to the Apator Group’s consolidated net profit by an amount of GBP 1.34 million, i.e. PLN 6.9 million at the average exchange rate as at the balance sheet date, i.e. 30 June 2023. This amount will be included in the Group’s consolidated financial statements for the first half of 2023.

The Management Board of Apator SA notes that the above impairment loss on the carrying amount of assets is non-cash in nature. Furthermore, the Management Board of Apator SA announces that the financial report for the first half of 2023 will be published on 30 August 2023.

The Management Board of Apator SA hereby announces that it has received notifications from Janusz Marzygliński, a member of the Supervisory Board of Apator SA, and a person closely associated with him, namely Rafał Marzyliński. The notifications relate to the following transactions:

• the transfer by Janusz Marzygliński, in the form of a donation, of 80,000 registered shares in Apator SA on 27 July 2023,
• the receipt by Rafał Marzygliński of a donation of 80,000 registered shares in Apator SA on 27 July 2023.

Legal basis:

Article 19(3) of the Market Abuse Regulation (MAR) – information on transactions carried out by persons discharging managerial responsibilities.

The Management Board of Apator SA hereby announces that it has been informed of the registration of amendments to the Articles of Association of Apator SA by the District Court in Toruń, 7th Commercial Division of the National Court Register, on 13 July 2023.

The amendments to the Articles of Association were made pursuant to Resolution No. 20/VI/2023 of the Ordinary General Meeting of Shareholders of Apator SA dated 28 June 2023 and concern:

• updating the number of registered Series A shares and bearer Series A, B and C shares in connection with the conversion and assimilation of 1,100 registered Series A shares into bearer shares (as reported by the issuer in Current Reports No. 3/2023 and 5/2023),
• the need to bring the provisions of the Articles of Association into line with applicable legislation (the Commercial Companies Code) and internal procedures.

The company’s share capital remains unchanged at PLN 3,264,707.30 and is divided into 7,331,391 registered Series A shares and 25,315,682 bearer shares of Series A, B and C with a nominal value of PLN 0.10 (ten groszy) each. The total number of votes at the AGM resulting from all issued shares is 54,641,246.

The Issuer hereby attaches:

• the text of the new provisions of the Articles of Association,
• the consolidated text of the Articles of Association adopted by Resolution No. 21/VI/2023 of the Ordinary General Meeting of Shareholders of Apator SA dated 28 June 2023.

Legal basis: 
§ 5(1) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information disclosed by issuers of securities and the conditions for recognising as equivalent information required by the laws of a non-member state.