Current reports

The Management Board of Apator SA announces that it has received notifications from:

1) Mr Janusz Niedźwiecki – Chairman of the Supervisory Board of Apator SA,

2) Mr Janusz Marzygliński – Member of the Supervisory Board of Apator SA,

3) Mr Tadeusz Sosgórnik – Member of the Supervisory Board of Apator SA.

regarding the purchase and sale of 65,000 registered shares of Apator SA, which took place on 23 September 2021 between the aforementioned persons.

Attached is the full text of the Notification.

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 Extraordinary General Meeting of Shareholders convened for 18 October 2021.

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 an Extraordinary General Meeting of Shareholders of Apator SA to be held on 18 October 2021 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 (“the Company”) announces that, following a successful tender, the Company entered into a contract on 20 September 2021 with Energa - Operator SA (“EOP”) on 20 September 2021 for the supply of single-phase and three-phase electricity meters with PLC PRIME communication, together with backup communication modems.

The net value of the contract is PLN 57 million, and deliveries will be made within 24 months of the contract being signed, with the possibility of an extension for a period not exceeding 12 months.

In accordance with the provisions of the contract, EOP is entitled to charge 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 received notification from Mr Mariusz Lewicki, Deputy Chairman of the Supervisory Board of Apator SA, regarding the purchase of 10,000 bearer shares in Apator SA on 13 September 2021.

The full text of the notification is attached.

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 provides a correction to Current Report No. 34/2021 concerning the first notification of the intention to merge Apator SA and Apator Elkomtech SA, due to an incomplete scan of the annex.
In view of the above, the Management Board hereby provides the full text of Current Report No. 34/2021 together with the correct annex – the plan for the merger of Apator SA and Apator Elkomtech SA.

"The Management Board of Apator SA, acting pursuant to Article 504(1) of the Commercial Companies Code ("CCC"), hereby notifies the Shareholders for the first time of its intention to merge Apator SA as the acquiring company (“Acquiring Company”) with its subsidiary – Apator Elkomtech SA with its registered office in Łódź (“Acquired Company”).

The planned merger will be carried out by transferring all the assets of Apator Elkomtech SA to Apator SA with effect from 1 January 2022. Given that Apator SA owns 100% of the shares in Apator Elkomtech SA, the merger will take place under the simplified procedure pursuant to Article 516 § 6 of the Commercial Companies Code, without increasing the Issuer’s share capital and without issuing new shares.

The Merger Plan will be made available to the public on the Acquiring Company’s website: www.apator.com on the home page and in the “Investor Relations” section in Current Report No. 34/2021 of 6 September 2021, in accordance with Article 500 § 2(1) of the Commercial Companies Code until the conclusion of the general meeting of shareholders of the Acquiring Company and the Shareholders’ Meeting of the Acquired Company, at which resolutions on the merger will be adopted.

Furthermore, Shareholders may inspect the documents referred to in Article 505 § 1 points 1–3 of the Commercial Companies Code at the registered office of Apator SA at Ostaszewo 57C, 87-148 Łysomice, on working days, between 8:00 and 16:00 without interruption, starting from 6 September 2021 for a period of one month, until the conclusion of the general meeting of shareholders of the Acquiring Company and the general meeting of shareholders of the Acquired Company at which resolutions on the merger will be adopted.

The merger plan is attached to this notice.

The general meeting of shareholders of the Acquiring Company, the agenda of which will include, amongst other matters, the adoption of a resolution on the merger, will be convened by means of a separate current report in the near future.

The Management Board of Apator SA announced the decision to merge the aforementioned companies in current report No. 28/2021 dated 30 June 2021.

Legal basis: Other regulations – Article 504(1) of the Commercial Companies Code."

The Management Board of Apator SA hereby announces that it has received notification of a transaction involving Apator SA shares from a person closely associated with the Chairman of the Supervisory Board, Janusz Niedźwiecki.

Attached is the full text of the Notification.

The Management Board of Apator SA, acting pursuant to Article 504(1) of the Commercial Companies Code (“CCC”), hereby notifies the Shareholders for the first time of its intention to merge Apator SA, as the acquiring company (“Acquiring Company”), with its subsidiary, Apator Elkomtech SA, with its registered office in Łódź (“Acquired Company”).

The planned merger will be carried out by transferring all the assets of Apator Elkomtech SA to Apator SA with effect from 1 January 2022. Given that Apator SA owns 100% of the shares in Apator Elkomtech SA, the merger will take place under the simplified procedure pursuant to Article 516 § 6 of the Commercial Companies Code, without increasing the Issuer’s share capital and without issuing new shares.

The Merger Plan will be made available to the public on the Acquiring Company’s website: www.apator.com on the home page and in the “Investor Relations” section in Current Report No. 34/2021 of 6 September 2021, in accordance with Article 500 § 2(1) of the Commercial Companies Code until the conclusion of the general meeting of shareholders of the Acquiring Company and the Shareholders’ Meeting of the Acquired Company, at which resolutions on the merger will be adopted.

Furthermore, Shareholders may inspect the documents referred to in Article 505 § 1 points 1–3 of the Commercial Companies Code at the registered office of Apator SA at Ostaszewo 57C, 87-148 Łysomice, on working days, between 8:00 and 16:00 without interruption, starting from 6 September 2021 for a period of one month, until the conclusion of the general meeting of shareholders of the Acquiring Company and the general meeting of shareholders of the Acquired Company at which resolutions on the merger will be adopted.

The merger plan is attached to this notice.

The general meeting of shareholders of the Acquiring Company, the agenda of which will include, amongst other matters, the adoption of a resolution on the merger, will be convened by means of a separate current report in the near future.

The Management Board of Apator SA announced the decision to merge the aforementioned companies in current report No. 28/2021 dated 30 June 2021.

Legal basis: Other regulations – Article 504(1) of the Commercial Companies Code

The Management Board of Apator SA (“the Company”) announces that on 26 August 2021, agreements were concluded with four individuals – shareholders of Apator Telemetria sp. z o.o. (Słupsk) – under which the Company acquired 512 shares in Apator Telemetria sp. z o.o. for a total amount of PLN 12.1 million. These shares represent 20.80% of the share capital of Apator Telemetria sp. z o.o. and entitle the holder to exercise 20.80% of the total number of votes.

Apator Telemetria sp. z o.o., which has been part of the capital group since 2009, is one of the main R&D centres of the Apator Group. In view of its significant importance for the development of the product range and remote reading systems, a decision was taken to increase the capital stake in this company.

The subsidiary Apator Powogaz SA holds a 61.82% stake in the share capital of Apator Telemetria sp. z o.o. and a 61.82% stake in the total number of votes.

As a result of the agreements concluded, Apator SA and Apator Powogaz SA hold a combined 82.62% stake in the share capital of Apator Telemetria sp. z o. o. and 82.62% of the total voting rights.

The Management Board announces that Apator SA’s bid has been selected as the most advantageous in part 1 of the tender for the supply of electricity meters with PLC PRIME communication, together with backup communication modems, announced by Energa Operator SA. The tender conditions stipulated that a single contractor could be awarded a contract for only one part of the tender.

The value of the bid is PLN 57 million, and delivery will take place within 24 months of the contract being signed.

Participants in the tender procedure have the right to appeal against the tender results, in accordance with the regulations of Energa Operator SA. The contract is expected to be concluded after any appeals have been considered.

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