Current reports

Further to Current Report No. 58/2020, the Management Board of Apator SA hereby announces that on 9 March 2022, Apator Powogaz SA entered into a final agreement for the purchase of a property, including a newly constructed production facility in Jaryszki (Kórnik municipality, Poznań county), to which the company’s operations will be relocated.

The final total value of the Agreement is PLN 52.3 million net, including:

• PLN 6.4 million net as the price for the land being acquired,
• PLN 45.9 million net as remuneration for the design, construction and transfer of ownership of the production hall together with the office section, as well as for the transfer of copyright and related rights to the design.

The transfer of the property to Apator Powogaz SA will take place no later than 16 March 2022.

The agreement contains provisions regarding:

• a contractual penalty in favour of Apator Powogaz in the event of a delay in the handover of the property,
• warranties and guarantees relating to the production facility.

The provisions listed above and the other provisions contained in the Agreement do not deviate from the terms and conditions commonly used in agreements of this type.

The relocation of Apator Powogaz (the production facility and the office and staff facilities) is a key factor influencing the development and future performance of the Water and Heat segment. The transfer of the company’s manufacturing operations to a modern factory will enable further automation of production processes, the implementation of the highest product quality standards, and a significant increase in efficiency and production capacity. The scale of production for the company’s largest product group – water meters – is set to reach 4 million units per year by 2025, representing an increase of approximately 40% compared to 2021. Volumes in the other product groups will also rise significantly.

Legal basis: Article 17(1) – MAR Regulation

The Management Board of Apator SA announces that it has received notification from Mariusz Lewicki, Deputy Chairman of the Supervisory Board of Apator SA, regarding the acquisition of 2,000 bearer shares in Apator SA on 1 March 2022.

The full text of the notification is attached.

The Management Board of Apator SA (the “Issuer”) hereby announces that, acting within the scope of the authorisation granted by Resolution No. 23/VI/2021 of the General Meeting of Shareholders of Apator SA held on 29 June 2021, the Issuer, during trading sessions on the main market of the Warsaw Stock Exchange between 15 and 25 February 2022, acquired:

• on 15 February 2022, 2,074 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 19.40 per share, in transactions representing a total of 0.0063% of the share capital and 0.0038% of the votes at the general meeting of shareholders,
• on 16 February 2022, 2,400 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 19.50 per share, in transactions representing a total of 0.0073% of the share capital and 0.0044% of the votes at the general meeting of shareholders,
• on 17 February 2022, 2,400 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 19.55 per share, in transactions representing a total of 0.0073% of the share capital and 0.0044% of the votes at the general meeting of shareholders,
• on 23 February 2022, 2,000 treasury shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 19.40 per share, in transactions representing a total of 0.0061% of the share capital and 0.0037% of the votes at the general meeting of shareholders,
• on 24 February 2022, 1,500 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 17.60 per share, in transactions representing a total of 0.0046% of the share capital and 0.0027% of the votes at the general meeting of shareholders,
• on 25 February 2022, 958 treasury shares with a nominal value of PLN 0.10 each, at an average price of PLN 18.90 per share, in transactions representing a total of 0.0029% of the share capital and 0.0017% of the votes at the general meeting of shareholders.

On 18, 21 and 22 February 2022, the Issuer did not carry out any transactions.

The transactions were executed through Erste Securities Polska SA.

As a result of the above transactions, the Issuer acquired 11,332 treasury shares, representing 0.0346% of the share capital and conferring the right to 11,332 votes at the general meeting of shareholders, which constitutes 0.0207% of the total number of votes.

In total, since the start of the share buyback, the Issuer has acquired 57,232 own shares, representing 0.1746% of the share capital and conferring the right to 57,232 votes at the Company’s general meeting of shareholders, which constitutes 0.1045% of the total number of votes.

Specific legal basis:

Article 2(3) of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards concerning the application of the conditions to buy-back programmes and stabilisation measures.

Further to Current Report No. 8/2022, the Management Board of Apator SA hereby announces that on 24 February 2022, the company entered into an agreement with Enea Operator sp. z o.o. for the supply of static electricity meters complete with a GSM communication module.

The value of the contract is PLN 23 million; however, the terms of the contract provide for an option allowing Enea Operator sp. z o.o. to double the contract value. Consequently, the potential maximum value of the contract may amount to PLN 46 million.

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

The remaining terms of the contract do not differ from those commonly applied to contracts of this type.

Legal basis: Article 17(1) – MAR Regulation

The Management Board of Apator SA (the “Issuer”) hereby announces that, acting within the scope of the authorisation granted by Resolution No. 23/VI/2021 of the General Meeting of Shareholders of Apator SA held on 29 June 2021, the Issuer, between 1 and 10 February 2022 during trading sessions on the main market of the Warsaw Stock Exchange, acquired:

• on 1 February 2022, 1,296 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 19.26 per share, in transactions representing a total of 0.0040% of the share capital and 0.0024% of the votes at the general meeting of shareholders,
• on 2 February 2022, 1,304 treasury shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 19.20 per share, in transactions representing a total of 0.0040% of the share capital and 0.0024% of the votes at the general meeting of shareholders,
• on 4 February 2022, 2,600 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 19.10 per share, in transactions representing a total of 0.0079% of the share capital and 0.0047% of the votes at the general meeting of shareholders,
• on 9 February 2022, 2,500 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 19.35 per share, in transactions representing a total of 0.0076% of the share capital and 0.0046% of the votes at the general meeting of shareholders.

On 3, 7, 8 and 10 February 2022, the Issuer did not carry out any transactions.

The transactions were executed through Erste Securities Polska SA.

As a result of the above transactions, the Issuer acquired 7,700 of its own shares, representing 0.0235% of the share capital and conferring the right to 7,700 votes at the general meeting of shareholders, which constitutes 0.0141% of the total number of votes.

In total, since the start of the share buyback, the Issuer has acquired 45,900 own shares, representing 0.1400% of the share capital and conferring the right to 45,900 votes at the general meeting of shareholders, which represents 0.0838% of the total number of votes.

Attached, the Issuer provides a list of detailed data on share buyback transactions carried out between 1 and 10 February 2022.

Specific legal basis:

Article 2(3) of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards on the application of the conditions to buy-back programmes and stabilisation measures.

The Management Board of Apator SA (the “Issuer”) hereby announces that, acting within the scope of the authorisation granted by Resolution No. 23/VI/2021 of the General Meeting of Shareholders of Apator SA held on 29 June 2021, the Issuer, during trading sessions on the main market of the Warsaw Stock Exchange between 18 and 27 January 2022, acquired:

• on 18 January 2022, 2,500 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 20.00 per share, in transactions representing a total of 0.0076% of the share capital and 0.0046% of the votes at the general meeting of shareholders,
• on 19 January 2022, 2,500 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 19.99 per share, in transactions representing a total of 0.0076% of the share capital and 0.0046% of the votes at the general meeting of shareholders.

On 20–21 and 24–27 January 2022, the Issuer did not carry out any transactions.

The transactions were executed through Erste Securities Polska SA.

As a result of the above transactions, the Issuer acquired 5,000 of its own shares, representing 0.0153% of the share capital and conferring the right to 5,000 votes at the general meeting of shareholders of the Company, which constitutes 0.0091% of the total number of votes.

In total, since the start of the share buyback, the Issuer has acquired 38,200 own shares, representing 0.1165% of the share capital and conferring the right to 38,200 votes at the general meeting of shareholders of the Company, which constitutes 0.0697% of the total number of votes.

Attached, the Issuer provides a list of detailed data on the share buy-back transactions carried out between 18 and 27 January 2022.

Detailed legal basis:

Article 2(3) of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards on the application of the conditions to buy-back programmes and stabilisation measures.

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 26 January 2022.

The full text of the notification is attached.

The Management Board announces that Apator SA’s bid has been selected as the most advantageous in one of the lots of the tender for the supply of static electricity meters with a GSM communication module, announced by Enea Operator sp. z o.o.

The value of the base bid is PLN 23 million, and the tender conditions provide for an option to double the order. Consequently, the total value of the bid may amount to PLN 46 million. Delivery will take place within 24 months of the date of contract conclusion.

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

Following the completion of the preliminary consolidation of financial data for the fourth quarter of 2021 and the full financial year 2021, the Management Board of Apator SA has decided to publish estimated figures for these periods in view of the possibility that the financial results (adjusted for the impact of the sale of the property in Poznań) may deviate from historical averages:

a) according to estimates, the key financial data for 2021 will be as follows:

• consolidated sales revenue – approx. PLN 940.3 million,
• consolidated EBITDA – approx. PLN 150.2 million,
• consolidated net profit – approx. PLN 62.7 million (consolidated net profit including proceeds from the sale of property in Poznań amounting to PLN 27.6 million)
• consolidated net profit adjusted for proceeds from the sale of real estate – approx. PLN 35.1 million.

b) according to estimates, the key financial data for the fourth quarter of 2021 will be as follows:

• consolidated sales revenue – approx. PLN 238.2 million,
• consolidated EBITDA – approx. PLN 19.2 million,
• consolidated net profit – approx. PLN -1.5 million.

The financial results were affected by trends of a significant increase in production costs within the Apator Group (at a rate higher than anticipated), which intensified in 2021, particularly in the fourth quarter, and were felt across all segments, though most significantly in the Electricity segment. The sales model, based largely on long-term contracts awarded through public procurement procedures, offers limited scope for passing on cost inflation to final customer prices under existing contracts, most of which were concluded in 2020–2021. Inflation in production costs, particularly for materials, which has reached an unprecedented scale in recent quarters, is the result of supply chain disruptions caused by the pandemic, as well as an increase in global demand for components and materials, which has significantly reduced their availability and, consequently, raised their prices.

The Management Board notes that the scale of this phenomenon is unprecedented in decades and, in its view, will therefore be of a temporary nature. The Management Board also informs that active measures are being taken to renegotiate contracts and update price lists for partners and distributors. Furthermore, the Group’s bids in current tenders and new price lists take account of inflationary pressures, including in the area of component and material prices, as well as other factors affecting production costs. These measures should lead to stabilisation, followed by a gradual improvement in margins by 2022, particularly in the Electricity business.

At the same time, the rise in exchange rates in the final weeks of 2021 (particularly the USD) also had an adverse impact on Q4 results, resulting in a negative result in the financial activities segment: exchange rate differences and the valuation of foreign exchange transactions.

The Management Board of Apator SA also notes that the presented estimates of the consolidated financial results:

• are preliminary results which have not been audited by an auditor,
• were prepared to the best of our knowledge as at the date of their preparation,
• are based on the assumption that no circumstances will arise that could materially affect the financial results after the date of publication of the estimated data.

The consolidated report for the fourth quarter of 2021 will be made public on 28 February 2022. The consolidated annual report for 2021, subject to audit by an auditor, will be published on 28 April 2022.

The Management Board of Apator S.A. announces that it has received notifications from Mr Tadeusz Sosgórnik and Mr Janusz Marzygliński, members of the Supervisory Board of Apator S.A., regarding the purchase and sale of 50,000 registered shares in Apator S.A. on 21 January 2022.

Please find the full text of the notifications attached:

1) from Mr Janusz Marzygliński as the seller,
2) from Mr Tadeusz Sosgórnik as the purchaser.