Current reports

Further to Current Report No. 19/2024, the Management Board of Apator S.A. announces that on 19 July 2024 it entered into an agreement with PGE Dystrybucja S.A. for the supply of 1-phase and 3-phase remote reading meters for end users connected to the low voltage network.

The total value of the contract (including the option) amounts to PLN 126.9 million, of which the value of the base offer is PLN 92.7 million.

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

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

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 26 June 2024:

1) Mariusz Lewicki, who held 2,320,000 shares at that AGM, entitling him to cast 5,882,128 votes, representing 23.92% of all votes at that meeting and 10.77% of the total number of votes,

2) PTE Allianz Polska S.A. (Allianz Polska Open Pension Fund and Allianz Polska Voluntary Pension Fund), holding 4,545,864 shares at this AGM, entitling them to cast 4,545,864 votes, representing 18.48% of all votes at this meeting and 8.32% of the total number of votes,

3) Danuta Guzowska, holding 1,512,311 shares at this AGM, entitling her to cast 4,374,953 votes, representing 17.79% of all votes at this meeting and 8.01% of the total number of votes,

4) Zbigniew Jaworski, holding 1,502,000 shares at this AGM, which entitle him to cast 3,801,044 votes, representing 15.45% of all votes at this meeting and 6.96% of the total number of votes,

5) UNIQUA Open Pension Fund, holding 1,671,002 shares at this AGM, entitling it to cast 1,671,002 votes, representing 6.79% of all votes at this meeting and 3.06% of the total number of votes,

6) Zbigniew Baranowski, holding 355,573 shares at this AGM, entitling him to cast 1,422,292 votes, representing 5.78% of all votes at this meeting and 2.60% of the total number of votes,

7) Janina Karaszewska-Zandrowicz, holding 330,000 shares at this AGM entitling her to cast 1,320,000 votes, representing 5.37% of all votes at this meeting and 2.42% of the total number of votes,

All Shareholders present at the Ordinary General Meeting of Shareholders of Apator SA registered a total of 12,823,774 shares entitling them to cast 24,595,099 votes. These votes represent 45.02% of the total number of votes.

The Management Board of Apator SA hereby attaches the text of the resolutions adopted by the Ordinary General Meeting of Shareholders of Apator SA on 26 June 2024.

The Management Board informs that the resolution concerning the distribution of net profit for the financial year 2023 was adopted in the wording proposed by the Shareholder. The resolution on the above matter, in the wording proposed by the Management Board, was put to the vote but was not adopted.

The General Meeting of Shareholders did not waive consideration of any of the items on the planned agenda.

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

Legal basis: § 19(1)(6), (7), (8) 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 26 June 2024, the general meeting of shareholders adopted a resolution to pay dividends from the profit for the 2023 financial year in the amount of PLN 0.50 gross per share. The total amount allocated to dividends, in accordance with the decision of the general meeting of shareholders, is PLN 16,323,536.50 from the profit for 2023.

Shareholders holding shares on 15 December 2023 received, on 21 December 2023, an interim payment towards the anticipated dividends from the 2023 profit totalling PLN 6,529,414.60, i.e. PLN 0.20 per share. A total of 32,647,073 registered Series A shares and bearer Series A, B and C shares were entitled to interim dividends.

The remaining portion of the dividends, totalling PLN 9,794,121.90, i.e. PLN 0.30 gross per share, will be paid on 11 July 2024. Shareholders holding shares in Apator SA on 4 July 2024 will be entitled to this portion of the dividends. 32,647,073 registered Series A shares and bearer Series A, B and C shares are entitled to the payment of the remaining portion of the dividends.

Legal basis:

§ 19(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).

The Management Board of Apator SA hereby announces that it has received notification from Lexon Sp. z o.o., a party closely associated with Tadeusz Sosgórnik – a member of the Supervisory Board of Apator SA – regarding the sale of a total of 36,500 bearer shares in Apator SA between 13 and 17 June 2024.

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 tender comprised three lots).

The value of the bid under the main contract is PLN 92.7 million. The tender terms provide for an option to increase the contract value by PLN 34.2 million. Consequently, the total value of the bid may amount to PLN 126.9 million.

Deliveries will be made within 21 months of the date of contract conclusion.

Participants in the tender procedure have the right to appeal against the outcome of the tender. 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.

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 10,000 bearer shares in Apator SA on 14 June 2024.

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 10,000 bearer shares in Apator SA on 13 June 2024.

The Management Board of Apator SA hereby announces that it has received notifications from Tadeusz Sosgórnik and Janusz Marzygliński, members of the Supervisory Board of Apator SA, regarding a transaction concluded between them on 11 June 2024 for the purchase and sale of 20,000 registered shares in Apator SA.

The Management Board of Apator S.A. (the “Issuer” or the “Company”) announces that on 10 June 2024, the Supervisory Board approved the updated development strategy for the Apator Group up to 2028 (“Strategy”), which had been adopted by the Company’s Management Board.

The Strategy responds to the opportunities and challenges posed by the transformation of the electricity, water, heating and gas sectors. The Group intends to capitalise on favourable regulations and EU funding supporting the transformation, digitalisation and development of the energy and water sectors. It also plans to expand its operations into new markets related to distributed power generation and community-based energy (RES, energy communities, industry).

The Group maintains a strong position as a European supplier of smart metering devices and solutions for managing energy, water and heat, and gas distribution networks. At the same time, the Group has defined a mission and vision that reflect the essence and direction of the Group’s development within the framework of the updated strategy:

VISION: The Apator Group is the first choice for providing integrated solutions of the future for the energy and water sectors.

MISSION: The Apator Group creates technologies that support customers in the informed and sustainable management of energy and water resources.

The foundation upon which the Apator Group bases its strategy is its extensive technical expertise in the management of energy and water resources, which is unique on a regional and industry scale. The Group is one of the few entities in Europe to have its own specialised R&D and engineering teams, extensive production facilities, and marketing, sales and service departments working with customers across many market segments. These capabilities enable the Group to provide customers with a comprehensive value chain, ranging from the design, development and manufacture of products (including the production of key electronic components and software) to their delivery to customers in the form of modern solutions, systems and services.

The Apator Group’s value creation model is based on five pillars:
1. Business development within existing business lines (“business-as-usual”) – continuing organic growth within existing products for existing customers.
2. Strategic initiatives within business lines – expanding current product lines into new directions based on existing organisational capabilities, including the exploitation of new sales opportunities.
3. Synergies within the Apator Group – leveraging synergy potential primarily in the areas of sales, production, R&D and administrative processes.
4. Organisational efficiency – further integration of Group processes, including in the area of product development and creation of comprehensive and integrated solutions, centralisation of key processes and resources (“centres of excellence”).
5. Growth through innovation – actively seeking new directions for the development of the market offering which, in the long term, can support further business growth.

The Group identifies the following key strategic opportunities for business development:
1. Electricity Segment:
- distributed micro-energy – energy efficiency in industry, IoT control, energy management,
- multi-scale macro-energy – energy storage and grid stabilisation, increasing system flexibility, integrated management systems.
2. Water and Heat Segment: efficient water resource management, service/billing models, generational shift to ultrasonic devices in Europe.
3. Gas Segment: measurement of hydrogen and biogases.

As part of the updated strategy, the Apator Group plans to achieve the following financial targets by 2028:
1. Achieve an average annual revenue growth rate of between 8% and 10% 
2. Increase in EBITDA margin by 5 to 6 percentage points compared to 2023
3. Net debt/EBITDA ratio below 2x
4. CAPEX at 5–7% of revenue

The strategy will be implemented in two phases. In the first phase (a period of approximately two years), the Group will focus on developing group-wide solutions and implementing organisational initiatives. The results of these efforts will be evident in the second phase of the strategy (2026–28) in the form of the achievement of the financial targets defined above.

The drivers of the Group’s revenue growth will be the Electricity and Water and Heat segments, where – alongside the development of existing products – the Group plans to implement new integrated solutions, including in the areas of utilities and water management and RES. The Group will focus on implementing new business models based on modern technological systems and services (XaaS – everything as a service, DaaS – data as a service) and on providing advanced analytics for the effective management of metering data and infrastructure. The Group aims to deliver value to customers by offering comprehensive support for their needs relating to the energy transition, optimisation of energy and water consumption, billing, and the achievement of climate targets.

The Management Board anticipates a significant improvement in EBITDA profitability resulting from organisational initiatives, including: consolidation of procurement processes, increased operational efficiency, production specialisation, and standardisation of administrative processes within shared service centres.

In line with the Management Board’s assumptions, the Group’s capital expenditure will be maintained at 5–7% of the Group’s revenue, and a significant portion of investment funds will be allocated to the development of new technologies and products, as well as investments in maintaining modern production capacity.

The Management Board’s objective is to maintain the LTM DN/EBITDA ratio below 2x.
The strategy is primarily based on organic growth resulting from planned strategic initiatives; however, the Management Board does not rule out M&A to complement its capabilities and capitalise on market opportunities.

It is the Company’s intention to maintain its status as a dividend-paying company. The Management Board of Apator SA declares that it will annually recommend to the general meeting of shareholders the payment of dividends not exceeding 75% of Apator SA’s net profit generated in the previous financial year, taking into account the development prospects, the current and future financial situation of the Apator Group, market conditions and investment plans. In its recommendation to the general meeting of shareholders, the Management Board will, on each occasion, take into account in particular the following significant factors:
- investment needs arising from the implementation of the strategy, including the acquisition policy and available financing methods,
- the Apator Group’s liquidity requirements, depending on current and expected market and regulatory conditions,
- the amount of current and anticipated commercial and financial liabilities, including potential restrictions arising from financing agreements.
The Management Board anticipates the possibility of paying interim dividends.

The strategic assumptions for 2024–2028 published in this current report have been defined in response to the dynamic changes taking place in the market, as well as the emerging opportunities and challenges associated with the transformation of the electricity, water and heat, and gas sectors. In previous years, the Apator Group implemented the strategy published in 2018, subsequently revised in October 2022. The profound changes and disruptions that have occurred in recent years and continue to unfold, including in supply chains, the competitive landscape in markets, and operating costs, have limited the feasibility of implementing the existing strategy in certain areas, resulting in deviations, particularly from the planned trajectory towards the EBITDA target. Improving the profitability of operations is now a key area of focus for the future, which has been addressed in the updated Strategy for 2024–2028, which formally replaces the document from October 2022.

The Issuer notes that, despite exercising due diligence, due to the possibility of unforeseen factors (particularly given the high volatility of the macroeconomic environment) that could significantly affect the targets set out in the strategy, they cannot be treated as operational or financial forecasts, but merely as measures of the strategy’s implementation, which the Company will strive to achieve during the term of the updated strategy.