The Management Board of Apator SA hereby announces that it has been informed of the registration of amendments to the Articles of Association of Apator SA by the District Court in Toruń, 7th Commercial Division of the National Court Register, on 29 December 2021.

The amendments to the Articles of Association were made pursuant to Resolution No. 21/VI/2021 of the Ordinary General Meeting of Shareholders of Apator SA of 29 June 2021 and relate to the reduction of the share capital of Apator SA in connection with the cancellation of 29,100 bearer shares, entitling the holders to 29,100 votes at the AGM, acquired under the share buy-back programme.

The current share capital of Apator SA amounts to PLN 3,277,722.80 (three million two hundred and seventy-seven thousand seven hundred and twenty-two zlotys 80/100) and is divided into 7,337,001 (seven million three hundred and thirty-seven thousand and one) registered Series A shares and 25,440,227 (twenty-five million four hundred and forty thousand two hundred and twenty-seven) 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 54,788.231.

Attached, the Issuer provides the consolidated text of the Articles of Association adopted by Resolution No. 22/VI/2021 of the Ordinary General Meeting of Shareholders of Apator SA dated 29 June 2021.

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.

The Management Board of Apator SA announces that on 29 December 2021, its subsidiary, Apator Powogaz SA, entered into a framework cooperation agreement for 2022 with its associate, AO Teplovodomer, based in Mytishchi (Russia).

The value of the framework agreement is EUR 6 million net, i.e. PLN 27.6 million (based on the average exchange rate of the National Bank of Poland as at 29 December 2021, 1 EUR = 4.5997 PLN).

The subject of the agreement is the supply of water meters, heat meters, connectors and spare parts to Teplovodomer. Deliveries will be made on the basis of current orders.

The terms of the agreement do not differ from those commonly applied to this type of agreement.

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 9 and 20 December 2021 during trading sessions on the main market of the Warsaw Stock Exchange, acquired:

• on 9 December 2021, 2,600 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 0.0079% of the share capital and 0.0047% of the votes at the general meeting of shareholders,
• on 10 December 2021, 2,500 treasury shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 19.30 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 17 December 2021, 2,700 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 18.80 per share, in transactions representing a total of 0.0082% of the share capital and 0.0049% of the votes at the general meeting of shareholders.

Between 13 and 16 December 2021 and on 20 December 2021, 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 7,800 of its own shares, representing 0.0238% of the share capital and conferring the right to 7,800 votes at the Company’s General Meeting, which constitutes 0.0142% of the total number of votes. 

In total, since the start of the share buyback, the Issuer has acquired 15,600 own shares, representing 0.0476% of the share capital and conferring the right to 15,600 votes at the Company’s General Meeting, which constitutes 0.0285% of the total number of votes.

Attached, the Issuer provides a list of detailed data on the share buy-back transactions carried out between 9 and 20 December 2021.

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 concerning 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, between 25 November and 6 December 2021 during trading sessions on the main market of the Warsaw Stock Exchange, acquired:

• on 25 November 2021, 2,500 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 0.0076% of the share capital and 0.0046% of the votes at the general meeting of shareholders,
• on 29 November 2021, 2,700 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 18.50 per share, in transactions representing a total of 0.0082% of the share capital and 0.0049% of the votes at the general meeting of shareholders,
• on 3 December 2021, 2,600 own shares with a nominal value of PLN 0.10 each, at an average unit price of PLN 19.60 per share, in transactions representing a total of 0.0079% of the share capital and 0.0049% of the votes at the general meeting of shareholders.

On 26 and 30 November 2021 and on 1, 2 and 6 December 2021, 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 7,800 of its own shares, representing 0.0238% of the share capital and conferring the right to 7,800 votes at the Company’s General Meeting of Shareholders, which constitutes 0.0142% of the total number of votes.

In total, since the start of the share buyback, the Issuer has acquired 7,800 own shares, representing 0.0238% of the share capital and conferring the right to 7,800 votes at the Company’s General Meeting, which constitutes 0.0142% of the total number of votes.

Attached, the Issuer provides a list of detailed data on share buyback transactions carried out between 25 November and 6 December 2021.

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.

Further to Current Report No. 48/2021, the Management Board of Apator SA announces that Apator Metrix SA has entered into contracts with Polska Spółka Gazownictwa sp. z o.o. (“PSG”) for the supply of bellows gas meters under six lots forming part of the tender for the supply of bellows gas meters announced by PSG.

The total value of the contracts concluded is PLN 74.9 million net, and the supplies will be delivered within 24 months of the date of conclusion.

The terms of the contracts provide for an option to increase or decrease the order by up to 20%.

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

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.

Further to Current Report No. 8/2021 dated 5 February 2021 The Management Board of Apator SA hereby announces that the Regional Court in Toruń, 6th Commercial Division, today dismissed in its entirety the claim brought by Pysense sp. z o.o. against Apator SA concerning payment of PLN 21.5 million and awarded costs in favour of the Issuer.

The judgment of the Regional Court is not yet final, and Pysense sp. z o.o. is entitled to appeal.

The Management Board of Apator SA announces that the bid submitted by its subsidiary, Apator Metrix SA, has been selected as the most advantageous in six lots forming part of the tender for the supply of bellows-type gas meters to Polska Spółka Gazownictwa sp. z o.o.

The value of the bid is PLN 74.9 million, and delivery will take place within 24 months of the contract being signed.

The tender conditions provide for an option to increase or decrease the order by up to 20%.

The contract is expected to be concluded following the conclusion of any appeal proceedings to which the tender participants are entitled.

The Management Board of Apator S.A. hereby announces that, acting pursuant to the authorisation granted by Resolution No. 23/VI/2021 of the Ordinary General Meeting of Shareholders of Apator S.A. of 29 June 2021 concerning the share buy-back programme for the purpose of their cancellation and reduction of the share capital, and the establishment of a share cancellation fund to finance the share buy-back programme (“Programme”), adopted a resolution on 24 November 2021 regarding the commencement of the Programme.

The share buyback will be carried out through Erste Securities Polska S.A., with its registered office in Warsaw.

The implementation of the share buyback Programme will comply with the relevant provisions of Polish law and European Union law, as well as with the rules set out in Resolution No. 23/VI/2021 of the Company’s general meeting of shareholders, pursuant to which:

• under the programme, Apator S.A. may not acquire shares at a price higher than the price of the last independent transaction or, if higher, the highest current independent bid in the trading system in which the purchase is made,
• Apator S.A. may not acquire, on any trading day, more than 25% of the average daily trading size of shares in the trading system in which the purchase is made. The average daily size is based on the average daily trading size over the last 20 trading days preceding the date of acquisition of the shares,
• the maximum number of own shares to be acquired under the Programme is 333,333 shares, representing 1.02% of the share capital of Apator S.A.

The remaining terms and conditions for the buyback of own shares are set out in the Programme adopted by the General Meeting of Shareholders, which forms an annex to this report

The Management Board of Apator SA announces that it has decided to pay an interim dividend against the expected dividends from the 2021 profit, amounting to PLN 0.30 gross per share.

32,777228 registered Series A shares and bearer Series A, B and C shares, excluding treasury shares acquired by the Company (as at the date of determining the right to dividends) for the purpose of cancellation under the share buy-back programme adopted by the General Meeting of Shareholders on 29 June 2021. The Issuer will disclose the exact number of treasury shares not participating in the interim dividends in a separate current report.

Shareholders holding shares in Apator SA on 17 January 2022 will be entitled to receive the interim dividends against the expected dividends from the profit for the 2021 financial year, whilst the payment will be made on 24 January 2022.

The Management Board of Apator SA confirms that Apator SA has sufficient funds to pay the interim dividend against the expected dividends from the profit for the financial year 2021, and that the payment of the interim dividend is in accordance with Article 349 §2 of the Commercial Companies Code.

At its meeting on 24 November 2021, the Supervisory Board of Apator SA approved the payment to shareholders of an interim dividend against the anticipated dividends from the profit for the financial year 2021 on the aforementioned terms proposed by the Management Board.