Current reports

The Management Board of Apator S.A. announces that on 21 February 2023, the Management Board of the Warsaw Stock Exchange S.A. adopted Resolution No. 152/2023, in which it stated that 1,100 ordinary bearer shares of Apator S.A., with a nominal value of PLN 0.10 each, designated by the National Depository for Securities S.A. with the code “PLAPATR00125”, are admitted to trading on the main market. At the same time, the Stock Exchange Management Board decided to admit the aforementioned shares of Apator S.A. to trading on the main market with effect from 28 February 2023, the aforementioned shares of Apator S.A. to trading on the main market, provided that the National Depository for Securities S.A. assimilates them on 28 February 2023 with the listed shares of that company designated by the code “PLAPATR00018”. 

However, on 24 February 2023, the National Depository for Securities S.A. issued a statement that it had decided to carry out, with effect from 28 February 2023, assimilate 1,100 ordinary bearer shares designated by the code “PLAPATR00125” with the Company’s shares traded on the stock exchange, designated by the code “PLAPATR00018”.

Consequently, on 28 February 2023, the condition set out in the aforementioned resolution of the Stock Exchange Management Board was fulfilled, and on that date the shares were admitted to trading on the main market.

Legal basis: Article 56(1)(2) of the Act on Public Offerings and the Conditions for Introducing Financial Instruments to Organised Trading and on Public Companies

Further to current reports No. 23/2022 and No. 38/2022, the Management Board of Apator SA announces the conclusion of two implementation agreements relating to the tender for “Supply of static remote-reading meters with a PLC communication module in the ‘OSGP’ standard, together with installation, storage and clean-up services in the Smart City Wrocław area at TAURON Dystrybucja SA, Wrocław Branch”, namely:

• An implementation agreement between GRIFFIN GROUP SA ENERGY Sp. k. and Apator SA for the supply of static 1- and 3-phase remote reading meters with a PLC communication module in the “OSGP” standard;
• A contract between the Consortium comprising FAP Pafal S.A. (an Apator Group company) and “Energo-Moc” Wzorcownia Sp. z o.o., and GRIFFIN GROUP SA ENERGY Sp. k. for the installation and storage of the electricity meters covered by the aforementioned tender.

The total value of the contract for the Apator Group companies will amount to approximately PLN 60 million, with the possibility of increasing to approximately PLN 66 million should the TD exercise its option right.

The implementation agreements will be carried out from the first quarter of 2023 to the third quarter of 2025. In accordance with the provisions of the implementation agreements, the Parties are entitled to charge contractual penalties on market terms.

Legal basis:

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

The Management Board of Apator SA hereby announces that on 31 January 2023, at the request of a shareholder, 1,100 registered Series A shares with a nominal value of PLN 0.10 each, carrying voting rights at a ratio of 1:4 at the general meeting of shareholders, were converted into ordinary bearer shares.

As a result of the conversion of the registered Series A shares, the preferential voting rights attached to the 1,100 shares subject to conversion have lapsed; the Company’s share capital remains unchanged at PLN 3,264,707.30, whilst the total number of votes at the Company’s general meeting of shareholders has changed and, following the conversion, stands at 54,641,246 votes.

The planned date for the assimilation and admission of the aforementioned shares to trading on the stock exchange has been set for 28 February 2023.

The conversion of shares was carried out in accordance with § 8(1) of the Company’s Articles of Association, which reads as follows: “The conversion of registered Series A shares into bearer Series A shares shall be carried out at the request of the shareholders in January of each year. If, during the course of the year, a total of more than 100,000 registered shares are submitted for conversion, the Company’s Management Board is obliged to set an additional conversion date within 90 days.”

The Management Board of Apator SA, acting at the request of a shareholder and in accordance with the aforementioned § 8(1) of the Company’s Articles of Association, adopted a resolution on this matter on 16 January 2023.

Legal basis: Article 56(1)(2) of the Act on Public Offerings and the Conditions for Introducing Financial Instruments to Organised Trading and on Public Companies.

Apator SA announces that on 31 January 2023, the Supervisory Board received the resignation of Mr Arkadiusz Chmielewski from his position as Chairman of the Management Board of Apator SA. The resignation is for personal reasons and takes effect on 28 February 2023.

At the same time, the Company’s Supervisory Board appointed Mr Maciej Wyczesany to the position of President of the Management Board of Apator SA with effect from 1 March 2023.

From 1 March 2023, the Management Board of Apator SA will consist of the following members:

• Maciej Wyczesany – Chairman of the Management Board,
• Tomasz Łątka – Member of the Management Board.

Biographical note

Mr Maciej Wyczesany is a manager with over 20 years’ experience gained in industrial companies with both Polish and international capital. Between 2009 and 2022, he served as Chief Financial Officer and Member of the Management Board at DOVISTA Polska Sp. z o.o., part of the Danish VKR Group, which manufactures window and door joinery and includes, amongst others, Velux. Between 2006 and 2009, he served as CFO and Chief Accountant at Gunnebo Industries, a company belonging to a Swedish capital group and operating in the construction sector. He was responsible, among other things, for mergers and acquisitions and investment processes aimed at increasing the company’s value. He directly managed the finance, controlling, HR and IT departments. He carried out tasks related to the development and implementation of corporate strategies, team building and organisational culture change processes.

In previous years, Mr Maciej Wyczesany gained professional experience as a finance and accounting manager and financial controller. He is a graduate of Economics at Nicolaus Copernicus University and the IMD programme – Digital Disruption in Business.

Mr Maciej Wyczesany 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 the governing body of a competing limited company, nor does he participate in any other competing legal entity as a member of its governing body. Mr Maciej Wyczesany is not listed in the Register of Insolvent Debtors, maintained pursuant to the Act on the National Court Register.

Legal basis:

• Article 7 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse
• § 5(4) and (5) and in conjunction with § 9 and 10 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 it has received notification that Powszechne Towarzystwo Emerytalne Allianz Polska S.A., which manages the Allianz Polska Open Pension Fund "Allianz OFE" and the Allianz Polska Voluntary Pension Fund "Allianz DFE", as a result of a merger with Aviva Powszechne Towarzystwo Emerytalne Aviva Santander Spółka Akcyjna, which manages the Second Allianz Polska Open Pension Fund “Drugi Allianz OFE”, has acquired a holding of more than 5% of the total number of votes at the Company’s General Meeting of Shareholders.

As a result of the merger, the combined balance on the accounts of Allianz OFE, Allianz DFE and Drugi Allianz OFE increased to 4,545,864 shares, representing a 13.92% stake in the Company’s share capital, which entitles the holder to exercise 4,545,864 votes from shares representing an 8.32% share of the total number of votes at the Company’s AGM.

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

Legal basis

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

In view of the unstable macroeconomic environment, including the negative impact of the war in Ukraine, the weak economic climate and the high cost of external financing, the Company’s Management Board has decided and recommended to the Supervisory Board that no interim dividends be paid out of the 2022 profits.

The Company’s Supervisory Board adopted a resolution confirming the decision of the Management Board of Apator SA to depart from the Company’s dividend policy announced on 16 March 2007.

The decision on the payment of dividends from the 2022 profit will be taken by the Company’s general meeting of shareholders in 2023.

Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.

The Management Board of Apator S.A. hereby announces the dates for the publication of periodic reports in 2023:
1) Consolidated quarterly reports:

• for the fourth quarter of 2022 – 28 February 2023,
• for the first quarter of 2023 – 18 May 2023,
• for the third quarter of 2023 – 16 November 2023.

2) Half-yearly reports for the first half of 2023:

• separate half-yearly report – 30 August 2023,
• consolidated half-yearly report – 30 August 2023.

3) Annual reports for 2022:

• separate annual report – 27 April 2023,
• consolidated annual report – 27 April 2023.

Pursuant to §79(2) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided 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), Apator S.A. will not publish a separate or consolidated quarterly report for the second quarter of 2023.

In accordance with §62(1) of the aforementioned Regulation, the Company will not submit separate standalone quarterly reports; however, the consolidated quarterly reports will include the standalone quarterly financial information.

Legal basis:

Section 80(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 (Journal of Laws, item 757).

With reference to Report No. 53/2022, the Management Board of Apator S.A. announces that on 21 November 2022 the Company entered into a contract with Energa-Operator SA ("EOP") for the supply of single-phase and three-phase electricity meters with PLC PRIME communication, together with backup communication modems.

The value of the contract for Apator S.A. under the main order amounts to PLN 63.3 million. The contracting authority may exercise an option, in which case the value of the contract may increase to approximately PLN 76 million.

Deliveries will be made within 24 months of the date of contract conclusion.

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 SA hereby announces that it has been informed that, on 14 November 2022, the District Court in Toruń, 7th Commercial Division of the National Court Register, registered amendments to the Articles of Association of Apator SA.

The amendments to the Articles of Association were made pursuant to Resolutions No. 28/VI/2022 and 29/VI/2022 of the Ordinary General Meeting of Shareholders of Apator SA held on 28 June 2022 and concern:

1. a reduction in the share capital of Apator SA in connection with:

• the cancellation of 130,155 bearer shares, conferring the right to 130,155 votes at the AGM, acquired under the share buy-back programme,
• the conversion of 4,510 registered shares into bearer shares at the request of a shareholder of the company, which was carried out on 31 January 2022 and as a result of which the number of registered and bearer shares changed.

2. a change concerning the extension of the range of possible locations where the Company may hold the AGM,

3. changes to the method of calculating the terms of office of members of the Supervisory Board and the Management Board of the Company.

The Company’s current share capital amounts to PLN 3,264,707.30 (three million two hundred and sixty-four thousand seven hundred and seven zlotys 30/100) and is divided into:

• 7,332,491 (seven million three hundred and thirty-two thousand four hundred and ninety-one) registered shares of series A and
• 25,314,582 (twenty-five million three hundred and fourteen thousand five hundred and eighty-two) 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 general meeting of shareholders resulting from all issued shares currently stands at 54,644,546.

The Issuer hereby provides the following:

• the text of the new provisions of the Articles of Association,
• the consolidated text of the Articles of Association adopted by Resolution No. 30/VI/2022 of the Ordinary General Meeting of Shareholders of Apator SA dated 28 June 2022.

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.

Further to Current Report No. 48/2022, the Management Board of Apator S.A. announces that on 14 November 2022 it entered into two contracts with PGE Dystrybucja S.A. for the “Supply of electricity metering equipment – static prepayment meters”.

The total value of these contracts is PLN 19 million, of which the base offer is worth PLN 12 million and the option PLN 7 million.

The contract is expected to be completed within 18 months of the date of signing the agreement.

Legal basis: Article 17(1) – MAR Regulation