Current reports

Further to Current Report No. 11/2023, the Management Board of Apator S.A. announces that on 17 July 2023 it entered into an agreement with PGE Dystrybucja S.A. for the supply of electricity metering equipment – single-phase and three-phase remote-reading meters.

The total value of the contract (including the option) amounts to approximately PLN 160 million, of which the value of the base offer is approximately PLN 113.5 million.

The contract is expected to be fulfilled within 21 months of the date of signing.

Legal basis: Article 17(1) – MAR Regulation

The Management Board of Apator SA hereby announces that the following shareholders held at least 5% of the voting rights at the Ordinary General Meeting of Shareholders of Apator SA held on 28 June 2023:

• Mariusz Lewicki, holding 2,314,000 shares at this AGM entitling him to cast 5,876,128 votes, representing 16.46% of all votes at this meeting and 10.75% of the total number of votes,
• Tadeusz Sosgórnik, holding 1,624,200 shares at this AGM, entitling him to cast 6,034,200 votes, representing 16.90% of all votes at this meeting and 11.04% of the total number of votes,
• Danuta Guzowska, holding 1,512,311 shares at this AGM entitling her to cast 4,374,953 votes, representing 12.25% of all votes at this meeting and 8.01% of the total number of votes,
• Zbigniew Jaworski, holding 1,466,348 shares at this AGM, which entitle him to cast 3,765,392 votes, representing 10.55% of all votes at this meeting and 6.89% of the total number of votes,
• PTE Allianz Polska S.A. (Allianz Polska Open Pension Fund and Allianz Polska Voluntary Pension Fund), holding 4,544,900 shares at this AGM, entitling them to cast 4,544,900 votes, representing 12.73% of all votes at this meeting and 8.32% of the total number of votes,
• Kazimierz and Zdzisława Piotrowski, holding 823,955 shares at this AGM, entitling them to cast 2,818,277 votes, representing 7.89% of all votes at this meeting and 5.16% of the total number of votes.

All Shareholders present at the Ordinary General Meeting of Shareholders of Apator SA registered a total of 16,753,231 shares entitling them to cast 35,706,730 votes. These votes represent 65.35% of the total number of votes.

Legal basis: Article 70(3) of the Act of 29 July 2005 on Public Offerings and the Conditions for Introducing Financial Instruments to Organised Trading and on Public Companies.

The Management Board of Apator SA hereby provides, in the attachment, the text of the resolutions adopted by the Ordinary General Meeting of Shareholders of Apator SA on 28 June 2023.

The General Meeting of Shareholders did not decide to omit any of the items on the proposed agenda.

During the proceedings of the Ordinary General Meeting of Shareholders, no objections were raised to the resolutions put to the vote.

Legal basis: § 19(1)(6), (7) and (9) 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.

The Management Board of Apator SA announces that on 28 June 2023, the general meeting of shareholders passed a resolution to pay gross dividends of PLN 0.30 per share. In accordance with the general meeting of shareholders’ decision, the total amount allocated from the 2022 profit for dividends is PLN 9.8 million.

Shareholders holding shares in Apator SA on 1 August 2023 will be entitled to receive dividends. The dividends will be paid on 10 August 2023.

A total of 32,647,073 registered Series A shares and bearer Series A, B and C shares are entitled to dividends.

Legal basis:

Section 19(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, item 757).

The Management Board of Apator SA announces that the Company’s bid has been selected as the most advantageous in the tender for the supply of single-phase and three-phase remote-reading meters for end users connected to the low voltage network under Lot 2.

The value of the bid, under the main contract, amounts to approximately PLN 113.5 million. Additionally, the tender conditions provide for an option to increase the contract by approximately PLN 46.3 million. Consequently, the total value of the bid may amount to approximately PLN 160 million.

Deliveries will take place within 21 months of the date of contract conclusion. Tender participants have the right to appeal against the tender result. The contract is expected to be concluded following 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 hereby provides, in the attachment, the text of the draft resolutions and documents that will be considered at the general meeting of shareholders.

Legal basis for the report: Section 19(1)(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.

The Management Board of Apator SA hereby attaches the notice convening the General Meeting of Shareholders of Apator SA to be held on 28 June 2023 at 11.00 am, together with the agenda.

Legal basis: Section 19(1)(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.

The Management Board of Apator SA recommends the payment of dividends from the profit for the 2022 financial year amounting to PLN 0.30 gross per share. The total declared dividend amounts to PLN 9.8 million.

The Management Board proposes that the entitlement to dividends be determined for shareholders holding shares in Apator SA on 1 August 2023, and that the dividends be paid on 10 August 2023.

The Supervisory Board of Apator SA has given a favourable opinion on the recommendations, and the final decision on the amount of the dividends will be taken by the Ordinary General Meeting of Shareholders of Apator SA, which is scheduled for 28 June 2023.

The Management Board of Apator SA announces that on 26 May 2023, with a view to optimising financing, a Multi-Purpose Agreement was concluded between PKO BP SA and the following Apator Group companies: Apator SA, Apator Powogaz SA and Apator Metrix SA (hereinafter referred to as the “Companies”).

The subject of the Agreement is the granting of a multi-purpose credit facility in the total amount of PLN 80 million, intended for the day-to-day financing of the companies’ operations. The credit facility may be utilised in the form of revolving loans, bank guarantees and letters of credit.

The loan repayment date is 26 May 2025.

The interest rate on the credit facility is based on the WIBOR/EURIBOR 1M, SOFR O/N or SONIA O/N rate, plus the bank’s margin.

The security for the agreement consists of:

• a joint contractual mortgage on the properties of Apator Powogaz SA and Apator Metrix SA,
• registered pledges on the fixed assets of Apator SA and Apator Powogaz SA,
• assignment of rights under the insurance policy covering the above collateral,
• a declaration of submission to enforcement, in respect of each of the companies, pursuant to Article 777(1)(5) of the Act of 17 November 1964 – Code of Civil Procedure (Journal of Laws of 2021, item 1805, as amended).

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

The Management Board of Apator SA hereby announces that on 16 May 2023 it received a notification from Powszechne Towarzystwo Emerytalne Allianz Polska S.A., the manager of the Allianz Polska Open Pension Fund (“Allianz OFE”), stating that on 12 May 2023, as a result of the liquidation of the Second Allianz Polska Open Pension Fund (“Second Allianz OFE”) through the transfer of its assets to Allianz OFE, the share of the total number of the Issuer’s votes held in Allianz OFE accounts exceeded 5%.

Prior to the liquidation of the Second Allianz OFE, the combined balance in the accounts of Allianz OFE and the Second Allianz OFE amounted to 4,539,876 shares in the Company, which constituted a total of 13.91% of the Company’s share capital and conferred the right to exercise 4,539,876 votes, representing 8.31% of the total number of votes at the Company’s General Meeting of Shareholders.

Following the liquidation of Drugi Allianz OFE, the Allianz OFE account held 4,539,876 shares, representing a 13.91% stake in the Company’s share capital, which entitles the holder to cast 4,539,876 votes, representing 8.31% of the total number of votes at the Company’s AGM.

At the same time, Powszechne Towarzystwo Emerytalne Allianz Polska S.A., the manager of Allianz OFE, hereby informs that:

• it has no subsidiaries holding shares in the Company,
• the situation described in Article 69(4)(6) of the Act does not apply,
• it also does not hold any financial instruments referred to in Article 69b(1)(1) and (2) of the Act

The full text of the notification is attached to this current report.

Legal basis

Article 70(1) of the Act on Public Offer – acquisition or disposal of a significant block of shares