The Supervisory Board of Apator SA announces that it has received Mirosław Klepacki’s resignation from his position as Chairman of the Management Board of Apator SA. The resignation is for personal reasons and takes effect on 24 November 2021.

In view of the above, the Supervisory Board has appointed Arkadiusz Chmielewski as President of the Management Board of Apator SA, which means that from 25 November 2021, the composition of the Management Board of Apator SA will be as follows:

• Arkadiusz Chmielewski – Chairman of the Management Board
• Tomasz Łątka – Member of the Management Board.
   

At the same time, at the request of the Supervisory Board, Mirosław Klepacki agreed to continue cooperation with the Apator Group and to support, with his knowledge and experience, activities aimed at the development of exports to the German market, which is of key importance to the Apator Group.

Biographical note on Arkadiusz Chmielewski

Arkadiusz Chmielewski is a graduate of the Faculty of Mechanical Engineering at Gdańsk University of Technology. Since 2019, he has served as a Member of the Management Board of Apator SA, responsible for the business development of the Apator Group. He is also associated with Apator Metrix SA (a subsidiary of Apator SA), where, since 1993, his roles have included responsibility for the company’s restructuring processes, the development and optimisation of the product portfolio, the implementation of new gas metering technologies, and expansion into foreign markets. Since 2002, he has served as Chairman of the Management Board of that company, but will not continue in this role following his assumption of the duties of Chairman of the Management Board of Apator SA. Arkadiusz Chmielewski also sits on the Supervisory Board of Apator Powogaz SA (a subsidiary of Apator SA).

Arkadiusz Chmielewski 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. A. Chmielewski is not entered in the Register of Insolvent Debtors, maintained pursuant to the Act on the National Court Register.

The Management Board of Apator SA announces that on 17 November 2021, the Issuer entered into a letter of intent regarding the acquisition of 100% of the shares in Zakład Energoelektroniki TWERD sp. z o.o., based in Toruń.

ZE TWERD sp. z o.o. is a manufacturer of power electronics equipment, in particular inverters for photovoltaic installations, as well as chargers and fast-charging stations for electric vehicles.

On the basis of the letter of intent, the Parties will commence work on a draft share purchase agreement and an investment agreement. The letter of intent does not constitute an obligation on the part of the Parties to conclude the aforementioned agreements.

The aim of the potential acquisition is to prepare, in line with the Apator Group’s strategy, a comprehensive offering for the rapidly growing PV sector and to further develop solutions supporting, amongst other things, the infrastructure for electromobility.

The potential value of the transaction is in the region of several million zlotys.

The Issuer will announce the outcome of the ongoing negotiations in a separate current report.

The Management Board of Apator SA hereby announces that the following shareholders held at least 5% of the voting rights at the Extraordinary General Meeting of shareholders of Apator SA held on 18 October 2021:

- Mariusz Lewicki, who held 2,310,000 shares at that EGM, entitling him to cast 5,872,128 votes, representing 18.89% of all votes at that meeting and 10.71% of the total number of votes,

- Tadeusz Sosgórnik, holding 1,369,602 shares at this EGM, entitling him to cast 5,130,408 votes, representing 16.50% of all votes at this meeting and 9.36% of the total number of votes,

- Danuta Guzowska, holding 1,509,311 shares at this EGM, entitling her to cast 4,362,953 votes, representing 14.04% of all votes at this meeting and 7.96% of the total number of votes,

- Aviva Santander Open Pension Fund, holding 3,338,000 shares at this EGM, entitling it to cast 3,338,000 votes, representing 10.74% of all votes at this meeting and 6.09% of the total number of votes,

- Kazimierz and Zdzisława Piotrowski, holding 823,955 shares at this EGM, entitling them to cast 2,818,277 votes, representing 9.07% of all votes at this meeting and 5.14% of the total number of votes,

- Janusz Marzygliński, holding 621,247 shares at this EGM, entitling him to cast 2,219,023 votes, representing 7.14% of all votes at this meeting and 4.05% of the total number of votes,

- Zbigniew Baranowski, holding 563,453 shares at this EGM, entitling him to cast 1,690,172 votes, representing 5.44% of all votes at this meeting and 3.08% of the total number of votes,

- UNIQA Open Pension Fund, holding 1,671,002 shares at this EGM, entitling it to cast 1,671,002 votes, representing 5.38% of all votes at this meeting and 3.05% of the total number of votes.

All Shareholders present at the Extraordinary General Meeting of Apator SA registered a total of 14,586,864 shares entitling them to cast 31,085,109 votes. These votes represent 56.71% of the total number of votes.

Legal basis: Article 70(3) of the Act of 29 July 2005 on Public Offerings and the Conditions for Introducing Financial Instruments to Organised Trading and on Public Companies.

The Management Board of Apator SA hereby provides, in the attachment, the text of the resolutions adopted by the Extraordinary General Meeting of Shareholders of Apator SA on 18 October 2021.

Furthermore, the Management Board informs that:

• The Extraordinary General Meeting of Shareholders did not refrain from considering any of the items on the proposed agenda,
• no objections were raised to the minutes during the proceedings of the Extraordinary General Meeting of Shareholders.

Legal basis: § 19(1)(6), (7) 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, acting pursuant to Article 504(1) of the Commercial Companies Code (“CCC”), hereby notifies the Shareholders for the second 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 has been 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 dated 6 September 2021, in accordance with Article 500 § 2(1) of the Commercial Companies Code and will remain available 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(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, from 6 September 2021 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 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, has been convened for 18 October 2021.

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.